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Sonae SGPS

Interim / Quarterly Report Sep 1, 2008

1901_ir_2008-09-01_e3136d49-b0ed-4329-b686-b747cbef36a5.pdf

Interim / Quarterly Report

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SONAE REPORT AND ACCOUNTS FIRST HALF 2008

Table of contents

MANAGEMENT REPORT3
Message from Paulo Azevedo, CEO of Sonae4
1. Key figures 6
2. Consolidated results 7
2.1. Consolidated income statement7
2.2. Consolidated balance sheet9
3. Business analysis – main highlights 11
3.1. Retail 11
3.2. Shopping centres 12
3.3. Telecommunications 15
3.4. Sonae SGPS individual financial results 17
4. Main corporate developments 17
5. Outlook19
6. Corporate Governance 20
APPENDIX 22
Statement under the terms of the Article 246, paragraph 1, c) of the Securities code 23
Information of the Board of Directors complying with Article 9, paragraph 1, b) of the CMVM
regulation number 04/2004 24
Qualified holdings25
CONSOLIDATED FINANCIAL STATEMENTS26

Notes:

(1) This document was prepared in accordance with article 508-C, nr. 6, of the Portuguese Companies Act and applies to both consolidated and individual accounts of Sonae SGPS;

INDIVIDUAL FINANCIAL STATEMENTS ................................................................................57 AUDITOR'S LIMITED REVIEW REPORT................................................................................67

  • (2) The consolidated and individual financial information contained in this report is subject to limited review procedures and based on financial statements that have been prepared in accordance with International Financial Reporting Standards ("IFRS") issued by the International Accounting Standards Board ("IASB"), as adopted by the European Union, for the purposes of interim financial reporting (IAS 34);
  • (3) In order to facilitate comparison of YTD results against the previous year, the 1H07 comparative figures have been restated (1H07R ) to exclude Sonae Capital's contribution to the Sonae consolidated accounts during the 1H07, given the conclusion of the Sonae Capital demerger and consequent exclusion from the Sonae consolidation perimeter, from October 2007;
  • (4) Sonae sub-holding's financial figures, as reported in section 2 Consolidated results, are reported on the basis of their contribution to the consolidated accounts;
  • (5) Sonae sub-holding's financial figures, as reported in section 3 Business analysis, are reported on a stand-alone basis.

MANAGEMENT REPORT

Message from Paulo Azevedo, CEO of Sonae

During 1H08, Sonae achieved a very strong growth in turnover (+23.6%) and in underlying EBITDA (+11.6%, excluding value created on investment properties). Our net earnings have been affected by impacts of the increases in capitalization yields on the valuation of our shopping centres (69.2 million euros negative impact) and resulting negative value created on investment properties y.o.y (21.7 million euros non-cash negative impact) and the increases in rates Euribor (7 million euros increase in financial expenses).

Our businesses have overcome the effects of the slowdown on consumer expenditure and continued to perform well, making us more confident that we have the right strategy to face the current challenges and to take advantage of the opportunities that a tough environment always generates. Our team is committed to achieving strong results and improve our competitive positions in our markets: our Retail business continued strengthening its leadership in the Portuguese market and started internationalizing non-food operations; our Shopping Centre business continued extending its portfolio of assets under management and increased the importance of our services divisions; and our Telecommunications business has been able to accelerate growth.

Our Retail business recorded sound results in the semester, with Turnover up by 26%, including the acceleration of organic growth rates from 10% in 1H07 to 11% in 1H08, and with EBITDA, excluding non-recurrent real estate transactions, increasing by 16%. The Company continued delivering further growth on a like-for-like basis from its existing food retail stores (+2%) and non-food stores (+2%), an impressive performance if accounting for the impact on sales of the loyalty card launch in January 2007, the current adverse economic environment and the continued increase in the retail sales area in the Portuguese retail market. Retail's internationalization process is running according to plan, with two Sportzone stores already opened in Spain, out of the four units scheduled to open until the end of 2008 and the launch of Worten in the Spanish market, with the acquisition of Boulanger's Spanish stores, specializing in household appliances and consumer electronics. It is worth mentioning the continued push for innovation, visible with the launch of new retail concepts during the semester, namely a casual footwear format, Loop.

Our Shopping Centre business posted a strong improvement in the operational performance of the portfolio partially offsetting the negative impacts of the financial and real estate crisis. Sonae Sierra's positive results at the operational level show a 4.5% like-for-like increase in fixed rents in 1H08 compared to 1H07 and good EBITDA growth (27%, excluding value created on investment properties), partially mitigating the impact of the increase in capitalization yields of the properties and higher net financial costs. Notwithstanding the current market environment, and on the same methodology basis, Sonae Sierra ended 1H08 with a Net Asset Value per share of 51.2 euros, that decreased by only 2.8% when compared to year end 2007 (-1.6%, adjusting for dividends paid). Importantly, Sonae Sierra sold an additional 18% of the Sierra Portugal Fund (SPF) (8.3% after the reporting period), valued at year end 2007 NAV value, thereby decreasing its shareholding position in the fund to approximately 42%.

Our Telecommunications business continued to successfully implement its expansion strategy, posting strong organic growth as a result of a very active semester, during which the Company implemented a number of important commercial activities to increase brand awareness, sustain market leadership in the mobile broadband market and push to gain mobile residential market share by targeting the youth segment. During 1H08, Sonaecom achieved a material growth of customer revenues, up 20.9% (8.4% on a like-for-like basis) compared to the homologous period, driven by a significant increase of both its mobile customer base (+11.5%) and wireline accesses (10.1% on a like-for-like basis), despite the competitive pressures in the Portuguese telecoms market, with all players launching very aggressive promotions and lowered price offers. The fibre investment plan announced is under way, with the mass market roll-out of the 3-play offer under fibre network planned for 2H08.

Importantly, regarding the Cash Settled Equity Swap over 6.64% of Sonae shares, closed by end 2007 the company decided that, at current market price levels, it will consider the possibility of acquiring the underlying asset at the maturity date of the transaction.

Sonae faces the current market environment with a solid balance sheet, with low liquidity risk and no significant amortizations of bank loans until second half 2010. This, together with the results achieved in the first semester gives us confidence that, notwithstanding the slowdown in Portuguese and global economic growth, Sonae's determination, capacity to innovate and ambition will allow us to continue to successfully fulfil our commitment to deliver sustainable growth and value creation. However, Group net earnings will naturally depend on the impacts of the evolution of capitalization yields for the shopping centre business and of the levels of interbank interest rates on Group financing costs.

1. Key figures

During 1H08, Sonae continued to push for profitable growth in all its units, mitigating the stronger competitive pressures in both the Retail and Telecommunications markets, the downturn cycle felt in the real estate market as well as the negative impact of the slowdown of the macroeconomic environment on consumer expenditure.

Million euros
CONSOLIDATED HIGHLIGHTS 1H07(R) 1H08 y.o.y
Turnover 1,972.2 2,436.7 23.6%
Value created on investment properties (1) 102.8 -21.7 -
Operating expenses 1,907.3 2,401.3 25.9%
EBITDA excl. value created on invest. prop. 218.7 243.9 11.6%
EBITDA margin excl. value created on invest. prop (%) 11.1% 10.0% -1.1pp
EBITDA (2) 321.4 222.3 -30.8%
EBITDA margin (%) (3) 16.3% 9.1% -7.2pp
EBIT 199.1 78.2 -60.7%
Net income - group share (4) 100.4 24.2 -75.9%
CAPEX (4) 353.1 401.2 13.6%
CAPEX as a % of Turnover 17.9% 16.5% -1.4pp
Net debt 2,270.3 3,138.4 38.2%
Net debt/EBITDA (last 12 months) 3.8 x 5.3 x 1.5x
EBITDA /interest expenses (last 12 months) (6) 5.5 x 3.6 x -1.9x
Total employees 28,885 35,213 21.9%
Corporate center 55 49 -10.9%

(1) Increase (decrease) in the valuation of the shopping centres proportionally consolidated; (2) EBITDA = Turnover + value created on investment properties + other revenues impairment reversion - operating costs; (3) EBITDA margin = EBITDA / Turnover; (4) Net income attributable to Sonae shareholders; (5) Capex includes gross investments in tangible, intangible, investment properties and investments in acquisitions;(6) Interest cover; (R) Restated to exclude Sonae Capital contribution in 1H07.

  • Consolidated turnover grew strongly by 23.6% to 2,436.7 million euros in 1H08, compared to 1,972.2 million euros in 1H07(R). The Retail business delivered most of the growth in turnover, with an increase in contribution of 384.4 million euros in 1H08, being able to deliver further growth on a like-for-like basis from the existing retail stores, by organically expanding its store portfolio and by successfully integrating the retail operation acquired by end of 2007.
  • EBITDA excluding the impact of value created on investment properties (i.e. the increase/decrease in the market value of the shopping centres proportionally consolidated) increased 11.6%, from 218.6 million euros in 1H07(R) to 243.9 million euros in 1H08, mainly driven by a 11.3% higher contribution from the retail business, explained by the strong operational performance achieved. Total EBITDA decreased by 30.8% to 222.3 million euros in 1H08, mainly explained by lower value created on investment properties y.o.y (-21.7 million euros versus +102.8 million euros): whereas in 1H07(R) the strong compression of yields impacted positively value created on investment properties, in 1H08 the increase of the capitalization yields, although being mitigated by the good operational performance of the assets and the opening of a new shopping centre, resulted in a slightly negative value created on investment properties.
  • Net income group share for the half-year amounted to 24.2 million euros, compared to 100.4 million euros in 1H07(R), mainly reflecting the increase on capitalization yields following historically low levels reached in the previous quarters, the increase in net financial costs and lower investment income.
  • CAPEX increased by 48.1 million euros in 1H08 to 401.2 million euros, compared to 1H07(R), driven by the acceleration of investments in the extension of coverage and capacity of the mobile network at the Telecommunications business, and by the opening of 31 new stores by the Retail business, which increased its sales area by 15 thousand m2 in 1H08.
  • Consolidated Net Debt amounted to 3,138.4 million euros, an increase of 517 million euros over year end 2007, mainly due to an increase of the Retail business net debt, reflecting its working capital seasonality and the Company's strong expansion plan in line with the targets disclosed of adding more 60,000 m2 before the end of 2008.

2. Consolidated results

2.1. Consolidated income statement

CONSOLIDATED INCOME STATEMENT
1H08
y.o.y
Turnover
1,972.2
2,436.7
23.6%
Retail
1,490.6
1,875.0
25.8%
Shopping centres (1)
67.7
84.7
25.1%
Telecommunications
408.1
465.9
14.2%
Holding & others
5.8
11.0
88.4%
Value created on investment properties (2)
102.8
-21.7
-
Other revenues
154.7
209.1
35.2%
Million euros
1H07(R)
Operating costs
1,907.3
2,401.3
25.9%
COGS
1,170.2
1,490.0
27.3%
Personnel costs
249.8
299.7
20.0%
General & administrative expenses
455.8
572.4
25.6%
Other operating costs
31.6
39.1
23.9%
EBITDA excl. value created on invest. prop.
218.7
243.9
11.6%
EBITDA margin excl. value created on invest. prop (%)
11.1%
10.0%
-1.1pp
Retail
113.8
126.7
11.3%
Shopping centres (1)
28.6
43.9
53.4%
Telecommunications
79.1
73.5
-7.1%
Holding & others
-2.8
-0.2
94.5%
EBITDA (3)
321.4
222.3
-30.8%
EBITDA margin (%) (4 )
16.3%
9.1%
-7.2pp
Provisions and impairment losses
12.9
11.5
-10.6%
Depreciation & amortization
110.4
133.1
20.6%
EBIT
199.1
78.2
-60.7%
Net financial results
-49.8
-77.6
-55.7%
Financial income
24.6
19.9
-18.9%
Financial expenses
74.4
97.5
31.1%
Share of results of associated undertakings
0.9
1.3
45.0%
Investment income (5)
31.1
8.2
-73.6%
EBT
181.3
10.1
-94.4%
Taxes
42.3
0.2
-99.6%
Net income
139.0
9.9
-92.9%
Net income - group share (6)
100.4
24.2
-75.9%
Attributable to minority interests
38.6
-14.3
-

(1) Shopping centres are proportionally consolidated; (2) Increase (decrease) in the valuation of the shopping centres proportionally consolidated (50%); (3) (2) EBITDA = Turnover + value created on investment properties + other revenues -impairment reversion - operating costs; (4) EBITDA margin = EBITDA / Turnover; (5) Capital gains (losses) with financial investments plus dividends received; (6) Net income attributable to Sonae shareholders; (R) Restated to exclude Sonae Capital contribution in 1H07.

Turnover

Consolidated turnover increased by 23.6% in 1H08 compared to 1H07(R), amounting to 2,436.7 million euros, driven by turnover growth across all the business units:

  • (i) 25.8% higher contribution from Retail, totalling 384.4 million euros, mainly reflecting the positive like-for-like performance achieved in the half-year (2%), the aggressive pace of organic growth over the last 12 months, with the opening of additional 63 thousand m2, and the impact of the retail stores acquired, notwithstanding the slowdown in consumer spending and the significant positive impact on sales of the loyalty card launch during the 1Q07;
  • (ii) 14.2% increase from Telecommunications, totalling 57.8 million euros, mainly driven by significant customer revenue growth both in the Wireline (70.6%) and Mobile areas (5.9%), more than compensating the lower level of roaming-in tariffs and the competitive pressures in the Portuguese telecoms market;
  • (iii) 25.1% higher contribution from Shopping Centres, totalling 17 million euros, primarily due to a 24.9% increase in rental income, reflecting new shopping centres opened and acquired, the increase in ownership of several shopping centres in Brazil and Portugal and the like-for-like fixed growth in fixed rents of 4.5% for the whole portfolio; services business posted a 24.1% increase in turnover, derived from the extension of the portfolio of shopping centres under management and the increase of the number and dimension of the projects in the pipeline.

EBITDA

EBITDA excluding value created on investment properties amounted to 243.9 million euros, 11.6% above 1H07(R), reflecting the following contributions:

  • (i) The Retail business increased its contribution to EBITDA by 11.3%, when compared to 1H07(R). On a recurrent basis and excluding the real estate capital gains impacting y.o.y figures, the Retail contribution to EBITDA grew by 12.9 million euros, up by 12.3% over 1H07(R), reflecting the strong expansion plan combined with a focus on productivity enhancing programmes, and the integration of the newly acquired stores;
  • (ii) The Shopping Centre business contribution to EBITDA, excluding value created in investment properties, grew by 15.3 million euros, up by 53% over 1H07(R), reflecting the good operational performance of the portfolio and the increase in the number of properties under management;
  • (iii) The Telecommunications business contribution to consolidated EBITDA decreased 5.6 million euros when compared to 1H07(R), as a result of the planned push for organic growth that drove material top line increase in the period. The planned costs associated with the business growth efforts, including the costs of commercial initiatives implemented, the increase in competitiveness in the market and the integration costs related with the acquisitions made during 2007, explain the profitability in the period.

Total EBITDA amounted to 222.3 million euros in 1H08, 30.8% below that in 1H07(R), generating a margin of 9.1% compared to a margin of 16.3% in 1H07(R). This performance is mostly explained by lower value created on investment properties at the Shopping Centres business in 1H08 compared to 1H07 (-21.7 million euros versus +102.8 million euros): whereas in 1H07(R) the strong compression of yields impacted positively value created on investment properties, in 1H08 the increase of the capitalization yields, although being mitigated by the good operational performance of the assets and the opening of a new shopping centre, resulted in slightly negative value created on investment properties.

Net financial results

Net Financial results deteriorated by 55.7% to a negative 77.6 million euros in 1H08 compared to a negative 49.8 million euros in 1H07(R), mainly reflecting: (i) a 31.1% increase in financial expenses, explained by the Group's higher average net debt in 1H08 and by the increase of the Euribor market rates (the 3 and 6 months Euribor increasing by 0.7pp and 0.6pp, respectively compared to 1H07); and (ii) a 18.9% decrease in financial income, from 24.6 million euros to 19.9 million euros. The Group's higher average net debt in 1H08, when compared to 1H07(R), is primarily explained by the financing requirements of the retail acquisition and the progress in the development pipeline of the Shopping Centre unit, accounting with 7 more projects under development when compared to 1H07.

Investment income

Investment income totalled 8.2 million euros in 1H08, mainly comprising gains related to the launch of Sierra Portugal Fund on 27 March 2008, Sonae Sierra's second investment fund comprising 8 Portuguese shopping centres and 3 projects under development, and the corresponding placement of 49.7% of the fund to reference investors (an additional 8.3% shareholding was sold after the reporting period). When compared to 1H07(R), the investment income came down by 22.9 million euros in 1H08, with the former mainly comprising capital gains resulting from the sale of Sonaecom shares.

Net income Group share

Consolidated net income group share in 1H08 decreased by 75.9% to 24.2 million euros, compared to 100.4 million euros in 1H07(R), mostly due to the slight reduction of the value of the shopping centres portfolio, higher net financial charges incurred in the period and the 20.6% higher depreciation & amortization charges, the later driven by the increased asset base resulting from store network expansion at Retail and the extension of the mobile and wireline network at Telecommunications.

Taxes for 1H08 showed a charge of only 0.2 million euros, compared to 42.3 million euros in 1H07(R), and comprised a current tax charge of 8.8 million euros and movements in deferred taxes that generated a benefit of 8.6 million euros. The latter was driven by the recognition of additional deferred tax assets at Sonae Distribuição and Sonaecom.

2.2. Consolidated balance sheet

Million euros
CONSOLIDATED BALANCE SHEET 1H07(R) 1H08 y.o.y 2007 (5)
Total Net Assets 6,110.5 7,167.1 17.3% 7,041.2 1.8%
Non Current Assets 4,354.9 5,822.6 33.7% 5,626.3 3.5%
Tangible and Intangible Assets 2,088.7 2,704.0 29.5% 2,579.7 4.8%
Goodwill 214.0 690.1 - 683.1 1.0%
Investment properties in operation (1) 1,592.8 1,905.2 19.6% 1,868.7 2.0%
Investment properties under development (2) 231.8 220.7 -4.8% 193.5 14.1%
Other investment 91.4 95.3 4.3% 85.6 11.3%
Deferred Tax Assets 94.7 146.8 55.1% 141.0 4.1%
Others 41.6 60.5 45.4% 74.6 -18.9%
Current Assets 1,755.5 1,344.6 -23.4% 1,415.0 -5.0%
Stocks 406.8 494.6 21.6% 471.5 4.9%
Trade Debtors 178.4 224.0 25.5% 229.1 -2.2%
Liquidity (3) 727.1 184.5 -74.6% 346.5 -46.7%
Others 443.2 441.5 -0.4% 367.9 20.0%
Total equity 1,503.5 1,670.0 11.1% 1,618.0 3.2%
Group Share 1,067.1 1,167.6 9.4% 1,169.7 -0.2%
Minority Interests 436.4 502.4 15.1% 448.4 12.0%
Total Liabilities 4,607.0 5,497.2 19.3% 5,423.2 1.4%
Non Current Liabilities 2,658.7 3,692.9 38.9% 3,597.8 2.6%
Bank Loans 995.6 1,358.3 36.4% 1,059.7 28.2%
Other Loans (4) 1,260.1 1,668.9 32.4% 1,769.4 -5.7%
Deferred Tax Liabilities 304.7 354.6 16.4% 345.1 2.8%
Provisions 47.1 74.4 58.0% 110.6 -32.7%
Others 51.2 236.8 - 313.0 -24.4%
Current Liabilities 1,948.3 1,804.3 -7.4% 1,825.4 -1.2%
Bank Loans 460.5 189.5 -58.8% 129.2 46.7%
Other Loans (4) 281.2 106.2 -62.2% 9.1 -
Trade Creditors 653.5 852.2 30.4% 990.0 -13.9%
Others 553.2 656.4 18.7% 697.1 -5.8%

(1) Value of shopping centres in operation owned by Sonae Sierra; (2) Properties under development owned by Sonae Sierra; (3) Liquidity includes cash & equivalents and current investments; (4) Other loans include bonds, leasing, derivatives and shareholder loans; (5) 2007 figures restated for the fair value allocation on the Carrefour acquisition;(R) Restated to exclude Sonae Capital contribution in 1H07.

Gross tangible and intangible assets totalled 4,411 million euros at the end of 1H08, compared to 4,173 million euros at end 2007 and cumulative depreciation and amortization totalled 1.707 million euros, compared to 1,594 million euros at end 2007. Liquidity decreased by 162 million euros to 184.5 million euros in 1H08, compared to end 2007, including the acquisition of approximately 10.3 million Sonaecom shares during the half-year period, the use of cash applications to repay debt at Sonaecom, and the 102 million euros impact from the obligations regarding the mark-to-market of the Cash Settled Equity Swap, covering a total of 132.8 million Sonae shares. Total investment properties were up 2% over that at the end of 2007, with the opening of one new asset at Sonae Sierra and the valuation gains in Brazil offsetting the 69.2 million euros reduction in the value of the shopping centres owned in Europe. Trade creditors reached 852.2 million euros, a reduction of 136.6 million euros compared to end 2007, mainly driven by the Retail business, as a result of payments to suppliers after the strong Christmas season.

Capex

Capex increased by 48.1 million euros to 401.2 million euros in 1H08, compared to 1H07(R), representing 16.5% of turnover.

Million euros
CAPEX 1H07(R) 1H08 y.o.y
Total CAPEX (1) 353.1 401.2 13.6%
Retail 79.7 132.8 66.6%
Shopping Centres (2) 194.4 81.3 -58.2%
Telecommunications 78.7 162.1 106.0%
Holding & others 0.3 25.0 -
CAPEX as a % of turnover 17.9% 16.5% 1.4pp
EBITDA minus CAPEX -31.6 -178.9 -
(1) Capex includes gross investments in tangible, intangible, investment properties and investments in acquisitions; (2) shopping centres proportionally consolidated; (R) Restated

to exclude Sonae Capital contribution in 1H07. The contribution to consolidated Capex from the Telecommunications business amounted to

162.1 million euros, compared to 78.7 million euros in 1H07(R), mainly comprising investments at the Mobile division, totalling 146.4 million euros (+105.8 million euros increase in 1H08 over 1H07), of which 89 million euros related to the recognition, as a license cost, of the net present

value of obligations assumed under the "e-Initiatives" programme, a governmental initiative which offers laptops and discounts in broadband access to school teachers and students. The remainder Capex was geared to accelerate the extension of coverage and capacity of its 2G/3G network to improve quality of service and consolidate the leading position in the mobile broadband market. Noteworthy, the Telecommunications business also started to roll-out its announced fibre optics Next Generation Network. Retail Capex, responsible for 33.1% of the consolidated investment as at 1H08, was directed towards the Company's strong expansion plan, with the opening of 31 new stores during 1H08 with a total of 15 thousand m2, the preparation work for future openings, the refurbishment of the older store network, the development of new business concepts and the upgrading of the logistic warehouse units. Shopping Centres contribution to consolidated Capex amounted to 81.3 million euros, mainly comprising investments in development activities, now with a pipeline of 15 projects under development and an estimated investment of 1,864 million euros, scheduled to open up to the end of 2011. The 1H07(R) investment figure includes 97 million euros of acquisitions (Munster Arkaden, in Germany and River Plaza Mall, in Romania). Capex at the Holding reached 25 million euros when compared to 0.3 million euros at 1H07(R), mainly comprising the acquisition of approximately 10.3 million Sonaecom shares in the semester.

Capital structure

1H08 y.o.y 2007
10.9% 2,967.4 12.0%
38.2% 2,621.0 19.7%
133.7% 1,072.4 27.7%
23.3% 839.5 6.0%
3.4% 307.4 18.8%
-15.8% 401.7 27.7%
1.5x 3.7 x 1.6x
-1.9x 4.9 x -1.3x
0pp 64.7% 1.8pp
1H07(R)
2,997.4
2,270.3
586.2
721.9
353.3
608.9
3.8 x
5.5 x
66.6%
3,322.9
3,138.4
1,369.9
890.2
365.2
513.0
5.3 x
3.6 x
66.6%

(1) Gross debt = non current borrowings + current borrowings; (2) Net debt = gross debt - liquidity; (3) Shopping Centres are proportionally consolidated; (4) Interest cover; (5) Net Gearing; (R) Restated to exclude Sonae Capital contribution in 1H07.

Consolidated net debt at the end of 1H08 stood at 3,138.4 million euros, an increase of 517.4 million euros over year end 2007, reflecting: (i) a 296.5 million euros increase in the contribution to consolidated net debt from the Retail business, in 1H08, reflecting the strong programme of organic growth and store refurbishment and the seasonal change in working capital; (ii) a 111.3 million euros higher contribution to net debt from the Holding, as a result of the payments of the obligations related to the cash settled equity swap contracted and the acquisition of Sonaecom shares; (iii) a 57.8 million euros increase in the contribution from the Telecommunications business, mainly reflecting its investment for growth and the development of its technical infrastructure; and (iv) a 50.7 million euros increase in the contribution to consolidated net debt from the Shopping Centre business, related with financing needs for the on-going development pipeline. At end of 1H08, the weighted average maturity of Sonae Group debt stood at approximately 5.3 years. The sum of cash and undrawn committed credit facilities stood at 1,200 million euros.

At the end of 1H08, net debt to EBITDA (last 12 months) reached 5.3x, reflecting the above mentioned increase in net debt registered in the semester and the lower level of EBITDA in the preceding 12 months. In 1H08, 12 months' trailing interest cover deteriorated to 3.6x, when compared to 4.9x at year end 2007, due to higher interest costs in the semester, as a result of increased market interest index rates and higher average net debt levels. The ratio of consolidated gross debt to total funds remained stable at 66.6%, only 1.8pp above that in year end 2007, reflecting the increase in gross debt that has been partially offset by an increase in total equity for the period. It should be noted that EBITDA (last 12 months) only includes one semester contribution from the retail operation acquired, while net debt for the period reflects the full payment of the acquisition price on 31 December 2007.

The majority of the gross debt as at end 1H08 attributable to the Shopping Centres business is fully and exclusively guaranteed by the assets of each project. Excluding Sonae Sierra's contribution to consolidated debt, net debt to EBITDA (last 12 months) reached 4.7x and

interest cover reached 4.0x in 1H08, when compared to 3.8x and 4.5x, respectively, at year end 2007.

3. Business analysis – main highlights

3.1. Retail

During 1H08, Sonae Distribuição accomplished to achieve a solid turnover and like-for-like sales growth, despite the tough economic environment with a decrease of the consumer disposable income, and the competitive pressures in the Portuguese market, with the increased supply in the food retail market1 surpassing the nominal rate of increase in demand2 .

OPERATING REVIEW 1H07 1H08 y.o.y
Sales growth (%) 9.9% 25.7% 15.8pp
Food 10.1% 21.7% 11.6pp
Non-Food 13.7% 18.8% 5.1pp
LFL sales growth (%) 5% 2% -3pp
Food 5% 2% -4pp
Non-Food 3% 2% -2pp
Number of stores (EOP) 517 677 30.9%
Food 126 176 39.7%
Non-Food 391 501 28.1%
Sales area ('000 m2) 565 725 28.3%
Food 356 462 29.8%
Non-Food 209 263 25.8%
% Sales area owned (%) - 74.6% -
Food - 86.9% -
Non-Food - 53.5% -
Total employees 26,108 32,293 23.7%

Sales

Food retail registered a solid 21.7% sales growth in 1H08, compared to 1H07, despite greater competitive pressures and a challenging macroeconomic environment, and notwithstanding the significant sales benefit obtained in 1H07 from effects of the launch of the loyalty card. This performance in sales was mainly explained by: (i) the underlying 2% like-for-like growth; (ii) the accelerated expansion plan in progress, with the opening of 22 new food retail stores, totalling 21 thousand m2 of sales area, in the last 12 months; and (iii) the integration of the 12 retail stores acquired, with additional 85 thousand m2 of sales area, although no major refurbishment investments have yet been concluded.

Non-food retail sales increased by 18.8% in 1H08 against 1H07. This increase was primarily the result of: (i) an underlying 2% like-for-like growth, despite the negative like-for-like performance in the 2Q08, reflecting the slowing down of the consumer demand and the consequent postponement of purchases, as well as the impact of the early Easter when compared to 2Q07; (ii) expansion of the store network, with the opening of 97 new non-food retail stores, equal to approximately 42 thousand m2 of additional sales area, in the last 12 months; (iii) integration of the heavy bazaar from the stores acquired; and (iv) increased consumer awareness and improved operational performance of the maturing non-food formats.

Stores network

Sonae Distribuição ended 1H08 with 677 stores and fourteen brands3 , amounting to a total of 725 thousand m2 of sales area, 28.3% above the 565 thousand m2 sales area at end 1H07. Total sales area owned reached 544 thousand m2 at end 1H08, representing approximately 75% of the stores network sales area and responsible for approximately 80% of the 1H08 annualized sales. Noteworthy, and through keeping its strong focus on innovation, the Company extended its activity to two new businesses: a casual footwear brand, Loop, and a bookstore concept, Book.it, that brings together in a single area a book shop, stationery and tobacco. After the reporting period, the Company expanded its sales network by 12 new stores, reaching a total of 43 new stores in 2008, including the opening of an additional Sportzone store in Spain.

1 Measured in m2 of sales area

2 Measured by the trend of sales of the major market operations

3 Modelo Bonjour is classified as Modelo since January 2008

In August 2008, and falling within the planned internationalization process, Sonae Distribuição launched Worten in the Spanish market, with the acquisition of Boulanger's Spanish operation specialized in household appliances and consumer electronics, comprising 9 operating stores.

Million euros
FINANCIAL REVIEW 1H07 1H08 y.o.y
Turnover 1,495.1 1,879.3 25.7%
Food 1,076.2 1,309.4 21.7%
Non-Food 415.4 493.4 18.8%
Others & eliminations (1) 3.6 76.5 -
EBITDA 113.6 126.7 11.5%
EBITDA margin (%) (2 ) 7.6% 6.7% -0.9pp
Food 78.4 94.0 19.9%
Non-Food 19.4 21.3 9.8%
Others & eliminations (1) 15.8 11.2 -28.9%
EBIT 71.2 69.9 -1.8%
Net financial results -17.6 -31.4 -78.9%
Net income - group share (3) 49.1 39.4 -19.7%
Gross debt 906.0 1,491.0 64.6%
Net debt 586.3 1,379.3 135.3%
Net debt/EBITDA (last 12 months) 2.1 x 4.4 x 2.3x
EBITDA/interest expenses (last 12 months) (4) 13.1 x 6.7 x -6.5x
Gross Debt/(Gross Debt+Total equity) (5 ) 55.3% 64.9% 9.6pp
CAPEX 104.0 107.1 3.0%
EBITDA minus CAPEX 9.6 19.6 103.3%

(1) Includes petrol stations and real estate rents received from galleries; (2) EBITDA margin = EBITDA / Turnover; (3) Net income attributable to Sonae Distribuição shareholders; (4) Interest cover; (5) Net gearing.

Turnover

Turnover increased by a significant 25.7% to 1,879.3 million euros, compared to 1,495.1 million euros in 1H07, mainly due to the positive underlying like-for-like growth achieved on both food and non-food based retail sales, the expanded store network over the last 12 months, driven by the ongoing investment in organic growth and the inclusion of the retail stores acquired in 2007.

In 1H08, Turnover included the revenue generated by the eight Petrol Stations acquired as part of the purchase of a retail company in 2007. On February 2008, Sonae Distribuição announced their operational transfer to GALP, which is still pending Competition authority approval.

EBITDA

EBITDA in 1H08 reached 126.7 million euros, up by 11.5% when compared to 113.6 million euros in 1H07. Two extraordinary impacts affected both 1H08 and 1H07 results: (i) a 9 million euros capital gain in 1H08, related to the sale of a Brazilian site in Florianópolis; and (ii) a 12 million euros capital gain in 1H07, generated by the sale of the real estate assets of the Albufeira and Portimão Shopping galleries in 2007. Excluding the impact of these non-recurrent capital gains, EBITDA rose by 15.9%, from 101.6 million euros in 1H07, to 117.7 million euros in 1H08, reflecting the Company's ongoing focus on containing costs and achieving productivity gains in operations. Food retail EBITDA has increased 19.9% over 1H07 to 94 million euros and Non-food retail reached an EBITDA of 21.3 million euros, up 9.8% over 1H07.

EBITDA generated a margin of 6.7%, 0.9pp down on the 7.6% margin in 1H07, mainly due to: (i) the impact on margin of the Petrol Stations acquired as part of the purchase of a retail company in 2007; (ii) the non-recurrent capital gains impacting EBITDA trends; and (iii) integration costs of the acquired stores mainly related to headcount and stocks optimization. Food retail EBITDA margin reached 7.2% in 1H08, similar to that in 1H07, and non-food retail margin amounted to 4.3%, compared to 4.7% in 1H07, a slight decrease mainly explained by: (i) an extended new store network, opened during the last two years, with a performance still below that expected on a on-going basis; (ii) the macroeconomic environment of lower consumer spending; and (iii) the marketing & sales efforts to promote sales growth.

3.2. Shopping centres

Sonae Sierra was able to optimize the operating performance of its well-located, well-designed and well-managed shopping centres, mitigating the negative economic environment prevailing in the real estate market where the Company operates, reflected in the upwards shift of the capitalization yields in Europe and, consequently, in a reduction of the estimated market value of the property. More importantly, and given the limited scope for further yield compression, the

Company continued to shift focus to developments, with an increased pipeline of projects under development and the sale of 49.7% of the new Sierra Portugal Fund at year end 2007 NAV valuation.

OPERATING REVIEW 1H07 1H08 y.o.y 2007 °
Real estate open market value (million euros) (1) 5,429.9 6,377.0 17.4% 6,153.5 3.6%
Real estate NAV (million euros) (2) 1,595.0 1,728.8 8.4% 1,713.2 0.9%
Sierra Investments 867.0 1,080.7 24.7% 1,114.4 -3.0%
Sierra Brazil 164.0 238.0 45.1% 201.3 18.2%
Others (3) 563.0 410.0 -27.2% 398.0 3.0%
NAV per share (euros) 49.0 53.2 8.5% 52.7 0.9%
Openings & acquisitions (EOP) 3 1 -66.7% 8 -87.5%
Shopping centres owned/co-owned (EOP) 44 48 9.1% 47 2.1%
GLA owned/co-owned (4) 1,730.0 1,883.6 8.9% 1,855.4 1.5%
Occupancy rate of GLA owned (%) 96.5% 96.3% -0.2pp 95.5% 0.8pp
Projects under development (EOP) (5 ) 10 15 50.0% 12 25.0%
Projects in planning stage (EOP) (6 ) 13 15 15.4% 15 0.0%
GLA under development (thousand m2) (4) 508.0 684.9 34.8% 473.8 44.6%
Shopping centres managed (EOP) 57 61 7.0% 63 -3.2%
GLA under management (thousand m2) (4) 2,027.0 2,064.9 1.9% 2,183.1 -5.4%
Total employees 756 831 9.9% 789 5.3%

(1) Open market value = fair value of real estate in operation (100%), provided by an independent entity; equivalent to assets under management; (2) Net asset value = Open market value minus net debt minus minorities plus deferred tax liabilities; (3) Others = Projects under development in Europe + Cash; (4) Gross Lettable area in operating centres; (5) Projects in planning and construction; (6) Projects committed but not fully licensed.

New projects, openings, acquisitions and disposals

As at the end of 1H08, Sonae Sierra owned or co-owned 48 shopping centres, compared to 44 shopping centres by end 1H07, with more than 1.88 million GLA, compared to 1.73 million GLA in 1H07. Average occupancy rate remained stable, reaching 96.3% by end 1H08 versus 96.5% as of end 1H07, despite the difficult economic environment reflected in a deterioration of European consumer's confidence and disposable income. As to shopping centres managed, Sonae Sierra continued to manage properties beyond those that are owned, servicing 61 units by end of 1H08, compared to 57 in 1H07.

The Company ended the half-year with 30 new projects in the pipeline, of which 15 under development and scheduled to open until end 2011, and the remaining still uncommitted. It is noticeable the focus on the development activity area, with seven more projects in pipeline when compared to 1H07 and five new projects committed and fully licensed against the end of 2007. During the 1H08, Sonae Sierra announced the following additional projects: (i) the development of a shopping centre in Brazil, in the city of Londrina, due to be inaugurated in March 2010; (ii) the development of Parklake Plaza, one of Europe's biggest shopping centres located in Bucharest, Romania, scheduled to open in April 2011; and (iii) the development of a shopping centre in Brazil, in the city of Uberlândia, scheduled to be opened in 2010. Total projects under development amounted to an estimated investment of 1,864 million euros (Gross Lettable Area of 685 thousand m2), of which 1,173 million euros from Sonae Sierra, with the following breakdown of investment: 47.4% Romania, 11.2% Italy, 10.7% Germany, 8.9% Spain, 8.8% Brazil, 7.8% Greece and 5.3% Portugal. In the period, Sonae Sierra successfully opened Freccia Rossa, its first shopping centre development in Italy, located in the city of Brescia.

Also worth of note was the launch, in March 2008, of the Sierra Portugal Fund, a fund with a 300 million euros equity, seeded with eight shopping centres and a pipeline of three projects. By end of 1H08, the Company had placed approximately 49.7% of the Fund´s equity with international institutional investors, namely a Finnish pension fund, a Finnish mutual pension insurance company, two real estate funds managed by Schroeder Investment Management and one client of Aberdeen Property Investors. Importantly, after 30 June 2008, Sonae Sierra concluded an additional placement of the Fund, reducing its shareholding position to 42%. Additional closings are planned for 2008, through which Sonae Sierra intends to further reduce its holding.

Investment Property portfolio value

At end 1H08, the open market value of 100% of Sonae Sierra's real estate properties, as provided by an independent entity, Cushman & Wakefield, increased by 223.5 million euros to 6,377 million euros when compared to the latest valuation of 6,154 million euros as at end 2007. This increase mainly reflects three important factors: (i) valuation gains in Brazil, a market that has not been affected by the European property crisis and where average yields have

compressed by 48bp when compared to end 2007; Brazil properties contributed to an increase of the property value by 110.2 million euros; (ii) recognition of a new asset valued at 180.5 million euros, with the opening of Freccia Rossa; and (iii) operational optimization of the shopping centres, reflected in a positive impact of 144 million euros, driven by the increase of estimated rents, key money, other net income and maintenance and capital expenditures. These factors mitigated 211 million euros of losses from yield expansion on most of the European countries where Sonae Sierra operates, with the exception of Germany (maintenance of yields). When compared to end 2007, average yield in Portugal increased by 16bp, in Spain increased by 44bp and in Romania by 30bp.

The NAV at end of 1H08 of the properties attributable to Sonae Sierra was 1,729 million euros, corresponding to a value per share of 53.17 euros. To emphasize that, at end 1H08, Sonae Sierra decided to assess its NAV on the basis of the guidelines published by INREV4 , an association of which the Company is a member. On a same methodology basis, compared to year end 2007, NAV decreased by 2.8%, from 1,713 million euros to 1,665 million euros.

Million euros
FINANCIAL REVIEW 1H07 1H08 y.o.y
Turnover 128.9 156.8 21.7%
Services Business 26.0 32.2 24.1%
Asset management 9.7 12.7 31.0%
Developments 5.1 6.4 25.5%
Property management 11.2 13.2 17.6%
Investments 96.8 121.0 24.9%
Others & eliminations 6.1 3.6 -40.9%
EBITDA excl. value created on invest. Prop. 70.8 89.7 26.7%
EBITDA margin (%) (1 ) 54.9% 57.2% 2.3pp
Services EBITDA margin (%) 64.5% - -
Services Business 16.8 -18.4 -
Asset management 4.3 6.3 45.4%
Developments (2) 10.0 -27.5 -
Property management 2.4 2.8 16.0%
Investments 78.3 94.0 20.0%
Others & eliminations -24.3 14.1
EBIT 69.9 88.6 26.9%
Net financial results -15.6 -44.2 -182.5%
Gains realized on investments (3) 0.1 13.6 -
Value created on investment properties (4) 182.6 -47.0 -
Net income - group share (5) 100.5 17.5 -82.6%
Gross debt 1,597.2 1,868.4 17.0%
Net debt 1,341.2 1,776.9 32.5%
Loan to Value (6 ) 41.8% 46.1% 4.3pp
Net debt/EBITDA (last 12 months) 9.2 x 14.6 x 5.5x
EBITDA/interest expenses (last 12 months) (7) 2.4 x 1.7 x -0.7x
Debt/(Debt+Total equity) (8) 48.8% 49.4% 0.6pp
CAPEX (9 ) 126.2 132.9 5.3%

(1) EBITDA margin = EBITDA / Turnover; (2) EBITDA Developments = EBITDA plus value created in projects; (3) Capital gains (losses) with shopping centres disposals; (4) Increase in the valuation of the shopping centres; (5) Net income attributable to Sonae Sierra shareholders; (6) Net debt / Investment properties; (7) EBITDA/interest expenses; (8) Net gearing; (9) CAPEX does not include investments in acquisitions.

Turnover

Turnover increased by 21.7% to 156.8 million euros, compared to 128.9 million euros in 1H07. Services business income amounted to 32.2 million euros, up 24.1% when compared to 26 million euros in 1H07, with main contributions coming from: (i) 31.0% higher Asset Management income, mainly driven by the extension of the portfolio of shopping centres under management and the increase in valuation for the same portfolio of centres when compared to 1H07; (ii) 25.5% higher operating income at Developments, with the increase of the number and dimension of the projects in the pipeline explaining the higher project development fees charged; and (iii) 17.6% growth in Property Management income, explained by the higher number of properties under management (Alexa, 8ª Avenida, River Plaza and El Rosal) and a higher letting services income, up 23% compared to 1H07. Sierra Investments turnover increased by 17.6% to 121 million euros, mainly explained by a 25.8% increase in rental income to 103.7 million euros, due to a combination of acquisitions (acquisition of Munster and River Plaza), increases in ownership share of two shopping centres in Portugal (50% of Arrábida Shopping and Gaia Shopping) and organic growth of the existing portfolio (opening of El Rosal); on a like-for-like basis, fixed rental income increased 4.5% compared to 1H07.

4 European Association for investors in Non-listed Real Estate vehicles

EBITDA

Sonae Sierra's EBITDA, excluding value created on investment properties, reached 89.7 million euros in 1H08, an increase of 26.7% over 1H07. EBITDA of the various Services was negative 18.4 million euros in 1H08, mainly explained by the 27.5 million euros EBITDA loss at the Development division, compared with an EBITDA totalling 10 million euros in 1H07. This performance is mainly explained by the reduction of the estimates of value created on several projects under development until opening and consequent cancellation of margins accrued in previous quarters. Notwithstanding this performance, and partially offsetting its impact, the Asset Management Division generated an EBITDA of 6.3 million euros, 45% above 1H07, reflecting the scale benefits from Sonae Sierra's portfolio expansion and productivity gains, and the Property Management division reached an EBITDA of 2.8 million euros, 16% above 1H07, as a result of more dynamic letting activity and the larger portfolio under management. The Investments EBITDA was 94 million euros, up 15.7 million euros compared to 1H07, driven mainly by the acquisition of new shopping centres and the organic growth of the portfolio of assets owned.

Gains realized on investments

The income from gains realized on investment properties of 13.6 million, is mainly related with the 49.7% placement of the Sierra Portugal Fund, net of set-up costs, reflecting the deferred tax liabilities related to valuation gains on investment properties, that had been accounted for in the balance sheet under the IFRS rules and not considered for pricing purposes.

Value created on Investment properties

Value created on investment properties reached a negative 47 million euros in 1H08, compared to positive 182.6 million euros in 1H07, explained by the general yield increase in Europe of the shopping centres in the portfolio (-138.3 million euros), as compared to a yield compression trend still prevailing in 1H07. This upward tendency was partially offset by a yield decrease in Brazil (+11.7 million euros), an improved performance of the Shopping centres owned and managed by Sonae Sierra (+74.9 million euros) and the gain from the opening of the Freccia Rossa centre during 1H08 (+8.7 million euros).

3.3. Telecommunications

During 1H08, Sonaecom was able to deliver a high level of growth in customers and customer revenues, despite the increased level of competition in the Portuguese telecoms market. This growth was achieved on the back of a number of important commercial initiatives, with the continuous launch of new products and services.

OPERATING REVIEW 1H07 1H08 y.o.y
Mobile
Customers (EOP) ('000) 2,673.9 2,982.1 11.5%
ARPU (euros) (1) 17.8 16.9 -5.0%
Wireline
Total accesses (EOP) (2) 411,177 741,098 80.2%
Direct accesses (EOP) 336,779 522,540 55.2%
Average revenue per access - retail (3) 23.5 20.8 -11.1%
Media
Average paid circulation (4) 42,657 42,726 0.2%
Market share of advertising (%) (5) 14.1% 13.3% -0.8pp
SSI
IT service revenues / employee ('000 euros) (6 ) 55.1 57.9 5.1%
Total employees 1,851 1,921 3.8%

(1) Average revenues per user; (2) Accesses according to "revenue generator unit" criteria; (3) excluding Mass Calling services' revenues; (4) Estimated value, updated in the following quarter; (5) 2Q08= May YTD; (6) Excluding employees dedicated to equipment sales.

Customer base

Sonaecom's mobile customer base increased by 11.5% to 2,982 thousand customers at the end of 1H08, compared to 2,674 thousand customers at end of 1H07, with net additions in excess of 89 thousand in the half-year, up by 22.9% compared to 1H07, reflecting investments to support the brand, particularly in the residential segment; to improve distribution capacity; and the continuous development of Sonaecom's fixed-mobile convergent product 'Optimus Home' and wireless broadband service 'Kanguru'. The launch of "TAG" in the semester, an innovative offer aimed at the youth market, also contributed to the strong growth of the customer base.

Mobile customers generated an ARPU of 16.9 euros in 1H08, down from an ARPU of 17.8 euros in 1H07, of which 13.1 euros related to customer monthly bill and 3.8 euros related to operator revenues, which compares to 13.6 euros and 4.2 euros respectively in 1H07. This lower ARPU is mainly explained by: (i) the 11% decrease in operator revenues ARPU, due to reductions in roaming tariffs; (ii) the decrease of 3.2% in customer monthly bill, due to the lower Average Revenue per Minute, explained by the higher price pressures on voice tariffs, mainly in the SME and Corporate segments and; (iii) to the increased weight of Sonaecom's fixed-mobile convergent product within the customer base, which was not fully offset by the higher average minutes of use per customer in the period. By end of 1H08, data revenues represented 20.9% of service revenues, 4.4pp higher than in 1H07, a demonstration of the Company's leading position in wireless broadband and its success to push for a material growth of data usage through the promotion of retail sales of its mobile broadband product "Kanguru".

Sonaecom's wireline accesses reached 741 thousand at end 1H08, an increase of 80.2% compared to 1H07 and 10.1% on a like-for-like basis, excluding the impact of ONI's residential and SoHo customer base and Tele2 Portugal customers. Total direct accesses have grown to represent 70.5% of Sonaecom's wireline customer base in 1H08, compared to 81.9% in 1H07, reflecting the higher indirect customer base resulting mostly from the acquisition of Tele2 during 3Q07. Direct net additions in 1H08 were, approximately, 12 thousand, a lower level when compared to 1H07, as a result of: (i) the increased competitive pressures in the market, pressing for higher churn; (ii) the problems faced in porting numbers from the incumbent operator, leading to a significant increase in the average number of days to activate an ULL customer; (iii) the lower rate of expansion of the ULL addressable market, with the opening of only 5 new Central Offices for ULL ADSL2+ services in the semester; and (iv) the growing competition from mobile broadband services.

Million euros
FINANCIAL REVIEW 1H07 1H08 y.o.y
Turnover 413.4 475.6 15.0%
Mobile 293.5 303.1 3.3%
Wireline 110.7 147.6 33.3%
Media 16.7 17.2 3.5%
SSI 32.8 54.5 66.2%
Others & eliminations -40.2 -46.8 -16.4%
Other revenues 2.1 4.3 109.7%
EBITDA (1) 73.2 68.7 -6.1%
EBITDA margin (%) (2 ) 17.7% 14.4% -3.3pp
Mobile 73.7 62.1 -15.7%
Wireline 0.8 4.0 -
Media -1.9 -1.5 20.4%
SSI 2.7 3.6 36.1%
Others & eliminations -2.0 0.4 -
EBIT 6.1 -9.1 -
Net financial results -8.2 -7.9 4.2%
Net income - group share (3) -4.7 -12.2 -159.5%
Gross debt 482.6 374.3 -22.4%
Net debt 284.2 367.4 29.3%
Net debt/EBITDA (last 12 months) 1.9 x 2.3 x 0.5x
EBITDA/interest expenses (last 12 months) (4) 5.7 x 8.0 x 2.3x
Gross Debt/(Gross Debt+Total equity) (5 ) 35.1% 28.9% -6.2pp
CAPEX 69.9 161.6 131.3%
Operating CAPEX (6) 56.3 67.7 20.4%
EBITDA minus CAPEX 3.3 -92.9 -
Free Cash Flow 75.0 -57.8 -

(1) EBITDA includes provisions and impairment losses; (2) EBITDA margin = EBITDA / Turnover; (3) Net income after minority interests; (4) Interest cover; (5) Net gearing; (6) Operating CAPEX excludes financial investments, provisions for sites dismantling and other non operational investments.

Turnover

Sonaecom turnover increased by 15% in 1H08 to 475.6 million euros compared to 1H07, notwithstanding the significant competitive pressures in the Portuguese telecoms market, with aggressive promotions being launched and new price points introduced in the market by all players. The main contributions to this performance came from: (i) 33.2% higher service revenues from the Wireline business (4.8% on a like-for-like basis), mainly due to the significant increase in customer revenues, up by 70.6% (13.2% on a like-for-like basis), driven by the growth in direct access revenues, up 51.0% on 1H07, and indirect access revenues, up by 151.1% to 27.4 million euros; the expected trend of reduction in indirect access customers has determined q.o.q. reductions in the corresponding revenue line; (ii) 3.9% increase in Mobile's

service revenues, with the 5.9% growth of customer revenues more than offsetting the negative impact of lower roaming tariffs, and notwithstanding the increased competitiveness in the market reflected in a 5.0% decrease of the average revenue per minute; (iii) 44.1% higher service revenues from SSI, driven by the good performance of all its businesses; and (iv) the 3.5% growth in Media's service revenues, driven by higher advertising revenues.

Excluding the contributions from the businesses acquired during 20075 , Sonaecom's turnover would have grown by 6.5%, compared to 1H07, reflecting the increase in service revenues by 5.2%, a material achievement in the current competitive market environment.

EBITDA

EBITDA reached 68.7 million euros in 1H08, generating a margin of 14.4%, compared to an EBITDA of 73.2 million euros and a margin of 17.7% in 1H07. This performance was mainly driven by strong operational results at the Wireline and SSI businesses, which were fully off-set by the increased marketing & sales costs at the Mobile division, the increased level of competition and the integration costs related with acquisitions. The Mobile business generated EBITDA of 62.1 million euros, compared to 73.7 million euros in 1H07, mainly driven by increase marketing & sales costs in the half-year and increased handset subsidies, combined with the negative impact from lower roaming tariffs. The Wireline business generated an EBITDA of 4 million euros compared to 0.8 million euros in 1H07, reflecting the scale benefits of an higher direct access customer base, achieved via organic growth, which is generating an increasingly positive contribution to profitability, and the positive contributions from the businesses acquired during 2007. EBITDA at SSI increased from 2.7 million in 1H07 to 3.7 million in 1H08, driven by higher service revenues in all its businesses and by a one-off effect related to the recognition of a 1.4 million euros gain in relation to the final closure of Tecnológica's acquisition process. Público's EBITDA was negative 1.5 million euros, a 20.4% improvement when compared to 1H07, driven by a better performance in associated product sales, up by 11.9% over 1H07, and by an increase in advertising revenues, up by 2.5% over 1H07.

3.4. Sonae SGPS individual financial results

The activity of Sonae, SGPS, SA, as a stand alone company, is focused on the management of its holdings in affiliated companies.

Total turnover increased by 36.5% to 1 million euros, compared to 1H07, and EBITDA amounted to negative 2.9 million euros, compared to negative 3.7 million euros in 1H07. Net profit for the 1H08 amounted to 114.9 million euros, which was favourably impacted by dividends received from its affiliated companies Sonae Distribuição and Sonae Sierra.

4. Main corporate developments

Sonae

  • Following the completion of the demerger of Sonae Capital from Sonae, with the attribution of 0.125 of a share of the new company for each Sonae share, a rights trading period was available to Sonae shareholders from 9 January 2008 to 15 January 2008, inclusive, and over-the-counter continued up to 18 January 2008, inclusive. The listing on Euronext Lisbon of the new shares took place on 28 January 2008.
  • Sonae acquired, through a wholly owned subsidiary, additional 10,4 million Sonaecom shares, purchased at an average price of 2.35 euros per share. With this acquisition, the Company ended the 1H08 with a shareholding position of 53.3%.

5 In 2007, Sonaecom acquired ONI residential and SOHO customers, Tele2 Portugal, Cape Technologies, Praesidium and Tecnológica.

Retail

  • Sonae Distribuição announced that it has reached an agreement with Galp Energia for the operation of eight petrol stations located next to Continente hypermarkets. These filling stations were acquired by Sonae Distribuição as part of the purchase of the retail operation concluded at end December 2007, and will be integrated into the programme of joint promotional actions, allowing customers of both companies to take advantage of discounts on purchases in Galp stations and in Continente and Modelo hypermarkets.
  • Sonae Distribuição successfully opened its first SportZone store in Spain, in the new Isla Azul shopping centre at Carabanchel, Madrid, with a space area of 2 thousand m2 and 55 employees. After the reporting period, a second SportZone store was opened in Ferrol. These openings fall within the Company's goal of internationalizing its sportswear chain. Two more Sportzone stores will be opened in Spain before the end of 2008 and between 20 and 25 stores until 2010. The estimated investment is approximately 8 million euros in 2008.

The following event, which took place after 30 June 2008 but before the approval of the half-year accounts by the Board, should be noted:

  • Sonae Distribuição signed with Auchan a sale agreement of the Modelo shopping centre in Eiras and in Lagoa, and of a property located in Condeixa for which the development of a Modelo store, a Worten store and a Modalfa store had already been granted. This operation was made in respect to the commitments made by the Company following the acquisition of Carrefour Portugal, whereby a number of assets in the Coimbra and Portimão Metropolitan areas had to be sold. The assets subject to these transactions were valued at 21.7 million euros.
  • Sonae Distribuição and RAR formalized an agreement to merge their travel operations, Geotur and Star, creating a new Company, with a 50% stake for each Group and a joint management team. The new company will have an aggregated turnover of approximately 230 million euros and a retail network of 75 agencies covering the Portuguese territory.
  • Sonae Distribuição announced the acquisition of Boulanger's Spanish stores, specializing in consumer electronics, for an Enterprise Value of 25 million euros. This operation comprises the acquisition of the following: (i) nine stores in operation, in the Spanish main cities, with a total of 22 thousand m2 of sales area and a turnover above 100 million euros; (ii) a logistics warehouse; (iii) three licensed projects; and (iv) three real estate assets (from three units in operation) with a total of 12 thousand m2 of GLA.

Shopping centres

  • Sonae Sierra announced the development of its 11th shopping centre in Brazil, in Londrina, through a partnership with a local associate company, Marco Zero. The project is due to be inaugurated in March 2010 with an estimated investment of approximately 135 million reais (53 million euros).
  • Sonae Sierra launched its second shopping centre investment fund the Sierra Portugal Fund (SPF) – with a total equity of 300 million euros. Three reference investors have joined Sonae Sierra in the initial closing of the fund with combined commitments of 120 million euros. Further closings are planned later in 2008. The SPF is seeded with eight Portuguese shopping centres, representing a total market value of over 425 million euros and also benefits from a pipeline of three projects currently being developed in Portugal. Their market value, after completion, is estimated to be 235 million.
  • Sonae Sierra concluded a closing of the Sierra Portugal Fund (SPF) of 9.7% at year end 2007 NAV, decreasing its interest in the SPF to approximately 50.3%.
  • Sonae Sierra and Caelum Development, a specialist retail developer in Eastern Europe, have established a 50:50 Joint Venture for the development of Parklake Plaza, one of Europe's

biggest shopping centres, located in Bucharest, Romania, with an estimated total gross investment of 591 million euros, which is scheduled to open in April 2011.

  • Sonae Sierra inaugurated "Freccia Rossa" shopping and leisure centre in Brescia, Italy, a 144 million euros investment with 119 shops on 29,7 thousand m2 GLA.
  • Sonae Sierra through its subsidiary Sonae Sierra Brasil, announced the development of its 12th shopping centre in Brazil, in the city of Uberlândia. This project represents an investment of approximately 43.5 million euros and is scheduled to be opened in 2010

The following events, which took place after 30 June 2008 but before the approval of the half-year accounts by the Board, should be noted:

  • Sonae Sierra announced the development of a new shopping centre in Leiria, scheduled to be opened in the of 2010, with a Gross Lettable Area of 43,2 thousand m2 and an estimated investment of 75 million euros.
  • Sonae Sierra completed a 5 year bond issue, by private placement, of 75 million euros. The bonds were unsecured and were arranged by Caixa - Banco de Investimento. The proceeds of the issue are to be used to fund Sonae Sierra's national and international plans.
  • Sonae Sierra concluded an additional closing of the Sierra Portugal Fund (SPF) of 8.3% at year end 2007 NAV, decreasing its interest in the SPF to approximately 42%.
  • Sonae Sierra announced a new development in Brazil, in the city of Goiania, due to be opened in 2011, with a Gross Lettable Area of 78,5 thousand m2 and an estimated investment of 123 million euros.

Telecommunications

  • Sonaecom announced its 3-year investment plan totalling 240 million euros for the deployment of fibre, which will allow coverage of over 1 million homes and approximately 25% of the Portuguese population. As part of this plan, Sonaecom proposed to give access to its fibre network to all interested national operators, aligning with regulatory recommendations and best practice in Europe.
  • Anacom, the Portuguese telecoms regulator, issued a final decision in relation to Mobile Termination Rates, determining the maximum tariffs applicable from 15 July 2008. The decision envisages the introduction of asymmetric prices (20%) in mobile traffic, in favour of Optimus until 1 October 2009, date upon which prices should converge to 0.065 euros per minute.

5. Outlook

Sonae is confident of its strategy to face current challenges and on fulfilling its commitment to achieve profitable growth, despite the current economic environment and the clear slowdown of consumer demand. In the current context, guidance disclosed for 2008, although more difficult to achieve, continues to be valid. During 2H08, Group companies will continue to seek for non-organic growth opportunities arising from the current market conditions and to focus on executing on-going initiatives to deliver organic growth and efficiency gains.

Our Retail business will continue to target high organic growth rates, as a means of consolidating its leadership in the Portuguese market. Total sales area will increase by approximately 60 thousand m2 by year end 2008, including the opening of 3 new Hypermarkets Continente from the 12 retail projects acquired in 2007. Productivity gains from the integration of the 12 hypermarkets acquired in 2007 will start impacting positively margin and new non-food format openings in available space at these stores will contribute to sales performance increase. Sonae Distribuição will also continue with the internationalization plan for non-food formats, by

increasing its presence in Spain, as a result of opening additional Sportzone and Worten stores, as well as looking for expansion opportunities allowing entry into other geographical areas.

Our Shopping Centres business will continue to focus on the operational optimization of the centres and on increasing the scale of the development activities. The Company will be focusing on increasing its pipeline of projects under development, as, given that yields are at historically low levels in Europe, the scope for further valuation gains is limited.

Our Telecommunications business will remain focused on organic growth by innovating and promoting mobile broadband and direct broadband services. The Company will accelerate the extension of coverage and capacity of its mobile and wireline networks and will launch its 3-play offer supported on fibre network on a wider scale.

6. Corporate Governance

A detailed annual Corporate Governance Report is included in Sonae's Full Year 2007 Management Report and Accounts available on its website (www.sonae.pt). Sonae's website also has a specific section dedicated to corporate governance.

Highlighted below are the main developments that occurred during 1H08 in relation to corporate governance issues.

Amendment to the Articles of Association

At the Shareholders' Annual General Meeting held on 24 April 2008, it was resolved to change the company's book-entry bearer shares into book-entry registered shares and, as a consequence thereof, the Company's Articles of Association were amended accordingly.

Board of Directors

Luiz Filipe Lampreia, a member of the Sonae Board, resigned as a Director of the Company, effective from 30 April 2008.

Maia, 26 August 2008

-------------------- Belmiro Mendes de Azevedo President of the Board of Directors

-------- Álvaro Cuervo Garcia Member of the Board of Directors

-------- Michel Marie Bon Member of the Board of Directors

-------- José Neves Adelino Member of the Board of Directors

---------- Duarte Paulo Teixeira de Azevedo President of the Executive Committee

---------- Álvaro Carmona e Costa Portela Member of the Executive Committee

Ângelo Gabriel Ribeirinho dos Santos Paupério Member of the Executive Committee

Nuno Manuel Moniz Trigoso Jordão Member of the Executive Committee

APPENDIX

Statement under the terms of the Article 246, paragraph 1, c) of the Securities code

The signatories individually declare that, to their knowledge, the Management Report, the Consolidated and Individual Financial Statements and other accounting documents required by law or regulation were prepared in accordance with International Financial Reporting Standards, giving a truthful (fairly) and appropriate image, in all material respects, of the assets and liabilities, financial position and the consolidated and individual results of the issuer and that the Management Report faithfully describes the business evolution and position of the issuer and of the companies included in the consolidation perimeter and contains a description of the major risks and uncertainties that they face.

Maia, 26 August 2008

-------------------- Belmiro Mendes de Azevedo President of the Board of Directors

-------- Álvaro Cuervo Garcia Member of the Board of Directors

-------- Michel Marie Bon Member of the Board of Directors

-------- José Neves Adelino Member of the Board of Directors

---------- Duarte Paulo Teixeira de Azevedo President of the Executive Committee

---------- Álvaro Carmona e Costa Portela Member of the Executive Committee

Ângelo Gabriel Ribeirinho dos Santos Paupério Member of the Executive Committee

Nuno Manuel Moniz Trigoso Jordão Member of the Executive Committee

Information of the Board of Directors complying with Article 9, paragraph 1, b) of the CMVM regulation number 04/2004

Disclosure of shares and other securities held by members of the Board of Directors and of transactions during the year involving shares and other securities.

Purchases Sales Balance as of
30.06.2008
Date Quantity Aver. Price € Quantity Aver. Price € Quantity
Belmiro Mendes de Azevedo
Efanor Investimentos, SGPS, SA (1) 49,999,997
Sonae, SGPS, SA 14,901
Sonaecom, SGPS, SA 75,537
Álvaro Carmona e Costa Portela
Sonae, SGPS, SA 125,934
Purchase 11.06.2008 100,000 0.91
Sonaecom, SGPS, SA 5,000
Ângelo Gabriel Ribeirinho dos Santos Paupério
Sonae, SGPS, SA 250,000
Purchase 11.01.2008 245,436 1.30
Sonae.com, SGPS, SA 225,000
Purchase 11.01.2008 59,930 2.89
Purchase 14.01.2008 61,000 3.00
Purchase 15.01.2008 44,000 2.87
Duarte Paulo Teixeira de Azevedo
Efanor Investimentos, SGPS, SA (1) 1
Migracom, SGPS, SA (3) 69,996
Sonae, SGPS, SA 3,293
Michel Marie Bon
Sonae, SGPS, SA 78,113
Purchase 17.01.2008 4,600 1.30
Purchase 28.05.2008 7,250 1.04
Balance as of
Purchases Sales 30.06.2008
Date Quantity Aver. Price € Quantity Aver. Price € Quantity
(1) Efanor Investimentos, SGPS, SA
Sonae, SGPS, SA 658,804,424
Pareuro, BV (2) 2,000,000
Increase in share capital 21.01.2008 1,980,000 151.51
Sonaecom, SGPS, SA 1,000
(2) Pareuro, BV
Sonae, SGPS, SA 400,000,000
(3) Migracom, SGPS, SA
Sonae, SGPS, SA 1,485,000
Purchase 17.01.2008 193,500 1.29
Purchase 18.01.2008 1,500 1.24
Sonaecom, SGPS, SA 387,342
Imparfin, SGPS, SA (4) 150,000
(4) Imparfin, SGPS, SA
Sonae, SGPS, SA 4,105,280
Purchase 03.01.2008 7 1.92

Qualified holdings

Shares held and voting rights of companies owning more than 2% of the share capital of the company.

Nr. of shares % of Share
Capital
% of Voting
Rights
658,804,424 32.940% 32.940%
400,000,000 20.000% 20.000%
14,901 0.001% 0.001%
351,296 0.018% 0.018%
1,488,293 0.074% 0.074%
14,320 0.001% 0.001%
1,060,673,234 53.034% 53.034%
132,851,868
365,199
40,071,372
4,751,416
178,039,855
6.643%
0.018%
2.004%
0.238%
8.902%
6.643%
0.018%
2.004%
0.238%
8.902%
49,849,514 2.492% 2.492%
49,849,514 2.492% 2.492%
70,117,704
70,117,704
3.506%
3.506%
3.506%
3.506%

CONSOLIDATED BALANCE SHEET FOR THE PERIODS ENDED AT 30 JUNE 2008 AND 2007 PRO-FORMA

AND FOR THE PERIOD ENDED AT 31 DECEMBER 2007

(Amounts expressed in euro)

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

ASSETS Notes 30.June.2008 30.June.2007
Pro- forma
(Note 1)
31.December.2007
(1)
NON CURRENT ASSETS:
Tangible and intangible assets 9 2,703,983,531 2,088,664,494 2,579,734,786
Investment properties 10 2,125,884,311 1,824,622,454 2,062,128,926
Goodwill 11 690,117,724 214,032,911 683,136,658
Associated investments 6 70,484,102 52,288,926 73,548,640
Other investments
Deferred tax assets
7 and 12
15
24,809,603
146,821,212
39,071,155
94,673,205
12,055,157
141,044,708
Other non current assets 13 60,486,666 41,585,895 74,616,749
Total Non Current Assets 5,822,587,149 4,354,939,040 5,626,265,624
CURRENT ASSETS:
Inventories 494,563,085 406,801,782 471,531,429
Trade debtors and other current assets 14 649,816,729 621,653,409 590,949,208
Investments 12 67,741,707 37,001,223 60,069,924
Cash and cash equivalents 16 116,758,675 690,076,211 286,401,453
Total Current Assets 1,328,880,196 1,755,532,625 1,408,952,014
Assets available for sale 9 15,680,523 - 6,006,580
TOTAL ASSETS 7,167,147,868 6,110,471,665 7,041,224,218
EQUITY AND LIABILITIES
EQUITY:
Share capital 17 2,000,000,000 2,000,000,000 2,000,000,000
Own shares 17 (138,568,275) (139,441,418) (138,568,275)
Reserves and retained earnings
Profit/(Loss) for the year attributable to the equity holders of sonae
(718,055,013)
24,218,043
(893,817,474)
100,366,258
(975,815,015)
284,044,038
Equity attributable to the equity holders of Sonae 1,167,594,755 1,067,107,366 1,169,660,748
Equity attributable to minority interests 18 502,392,074 436,377,701 448,380,172
TOTAL EQUITY 1,669,986,829 1,503,485,067 1,618,040,920
LIABILITIES:
NON CURRENT LIABILITIES:
Loans 19 3,027,137,591 2,255,720,903 2,829,116,990
Other non current liabilities 21 236,782,367 51,183,381 313,023,126
Deferred tax liabilities 15 354,583,609 304,673,861 345,065,194
Provisions 24 74,368,920 47,073,002 110,584,226
Total Non Current Liabilities 3,692,872,487 2,658,651,147 3,597,789,536
CURRENT LIABILITIES:
Loans 19 295,713,227 741,695,215 138,317,111
Trade creditors and other current liabilities 23 1,506,014,841 1,198,377,415 1,684,410,694
Provisions 24 2,560,484 8,262,821 2,665,957
Total Current Liabilities 1,804,288,552 1,948,335,451 1,825,393,762
TOTAL LIABILITIES 5,497,161,039 4,606,986,598 5,423,183,298
TOTAL EQUITY AND LIABILITIES 7,167,147,868 6,110,471,665 7,041,224,218

The accompanying notes are part of these financial statements.

(1) The subsidiary Continente Hipermercados, S.A. (ex-Carrefour) was acquired in the end of 2007 and therefore no fair value allocation was made as at that da During the first half of 2008 a preliminary fair value allocation was made and is now reflected in these financial statements (Note 8).

CONSOLIDATED INCOME STATEMENTS BY NATURE

FOR THE SIX MONTHS ENDED 30 JUNE 2008, 2007 AND 2007 PRO-FORMA

(Amounts expressed in euro)

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

30. June.2007
30.June.2008 Pro-forma 30.June.2007
Notes (Note 1)
Operational income
Sales 1,852,621,758 1,464,113,597 1,563,820,185
Services rendered 10 584,041,449 508,078,277 573,361,296
Value created on investment properties (21,663,667) 102,773,897 102,773,063
Other operational income 209,067,278 154,668,296 211,673,686
Total operational income 2,624,066,818 2,229,634,067 2,451,628,230
Operational expenses
Cost of goods sold and materials consumed (1,490,041,322) (1,170,193,011) (1,229,888,734)
Changes in stocks of finished goods and work in progress - - 32,851,703
External supplies and services (572,404,685) (455,756,806) (583,692,834)
Staff costs (299,712,962) (249,753,648) (298,243,615)
Depreciation and amortisation 9 (133,066,982) (110,370,641) (115,050,855)
Provisions and impairment losses (11,540,231) (12,905,847) (14,836,476)
Other operational expenses (39,142,337) (31,584,470) (37,507,732)
Total operational expenses (2,545,908,519) (2,030,564,423) (2,246,368,543)
Operational profit/(loss) 78,158,299 199,069,644 205,259,687
Financial expenses (97,533,955) (74,419,519) (78,168,328)
Financial income 19,938,447 24,588,665 22,458,868
Net financial expenses (77,595,508) (49,830,854) (55,709,460)
Share of results of associated undertakings 6 1,302,927 898,779 (173,506)
Investment income 8,226,470 31,122,904 32,367,283
Profit before income tax 10,092,188 181,260,473 181,744,004
Income tax 27 (178,719) (42,302,871) (40,534,133)
Consolidated profit for the six months period 28 9,913,469 138,957,602 141,209,871
Attributable to:
Equity holders of Sonae 24,218,043 100,366,258 102,006,054
Minority interests (14,304,574) 38,591,344 39,203,817
Profit/(loss) per share - -
Basic 29 0.012970 0.053768 0.054647
Diluted 29 0.012970 0.053768 0.054647

The accompanying notes are part of these financial statements.

CONSOLIDATED INCOME STATEMENTS BY NATURE

FOR THE THREE MONTHS ENDED 30 JUNE 2008, 2007 AND 2007 PRO-FORMA

(Amounts expressed in euro)

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

2nd Quarter ended
30 June 2008
Unaudited
2nd Quarter ended
30 June 2007
Pro-forma (Note 1)
Unaudited
2nd Quarter ended
30 June 2007
Unaudited
Operational income
Sales 936,335,922 751,573,837 798,561,478
Services rendered 296,117,963 263,999,033 295,912,135
Value created on investment properties (21,663,667) 99,904,561 99,903,727
Other operational income 108,731,331 75,829,086 104,690,458
Total operational income 1,319,521,549 1,191,306,517 1,299,067,798
Operational expenses
Cost of goods sold and materials consumed (739,474,335) (590,103,164) (619,039,038)
Changes in stocks of finished goods and work in progress - - 22,509,127
External supplies and services (300,072,798) (242,066,892) (308,441,026)
Staff costs (149,531,853) (124,555,183) (149,638,747)
Depreciation and amortisation (69,411,250) (52,479,909) (54,711,051)
Provisions and impairment losses (7,286,044) (9,336,974) (10,968,508)
Other operational expenses (18,295,943) (14,175,526) (17,387,777)
Total operational expenses (1,284,072,223) (1,032,717,648) (1,137,677,020)
Operational profit/(loss) 35,449,326 158,588,869 161,390,778
Financial losses (47,658,017) (35,996,734) (37,881,189)
Financial profits 9,307,332 11,163,258 9,832,116
Net financial expenses (38,350,685) (24,833,476) (28,049,073)
Share of results of associated undertakings (312,662) 923,950 (470,955)
Investment income 2,271,095 29,095,739 25,610,061
Profit/(Loss) before income tax (942,926) 163,775,082 158,480,811
Income tax 273,807 (36,193,419) (33,295,510)
Consolidated profit/(loss) for the period (669,119) 127,581,663 125,185,301
Attributable to: -
Equity holders of Sonae 12,077,476 89,553,437 87,333,269
Minority interests (12,746,595) 38,028,226 37,852,032
Profit/(loss) per share
Basic 29 0.006468 0.047974 0.046785
Diluted 29 0.006468 0.047974 0.046785

The accompanying notes are part of these financial statements.

SONAE, S.G.P.S., S.A.

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

FOR THE SIX MONTHS ENDED 30 JUNE 2008 AND 2007

(Amounts expressed in euro)

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

Attr
ibut
able
to
Equ
ity H
olde
f So
rs o
nae
Res
d
erve
s an
Sha
re
Ow
n
Ret
aine
d
Net Min
ority
Tot
al
Not
es
Cap
ital
Sha
res
Ear
ning
s
Pro
fit/(L
)
oss
Tot
al
Inte
rest
s
Equ
ity
Bala
at 1
Jan
200
7
nce
as
uary
2,0
00,0
00,0
00
(14
2,96
1,43
1)
(80
6,21
9,14
1)
241
,822
,233
1,2
92,6
41,6
61
402
,058
,314
1,6
94,6
99,9
75
App
iatio
n of
fit o
f 20
06:
ropr
pro
Tra
nsfe
lega
l res
d re
tain
ed e
ings
r to
erve
s an
arn
- - 241
,822
,233
(24
1,82
2,23
3)
- - -
Divi
den
ds d
istri
bute
d
- - (55
,997
,443
)
- (55
,997
,443
)
(12
,650
,787
)
(68
,648
,230
)
Cha
s in
nge
res
erve
s
In c
ertio
onv
n re
serv
es
- - 5,7
71,4
71
- 5,7
71,4
71
250
,984
6,02
2,45
5
In h
edg
d fa
ir va
lue
e an
rese
rves
- - 25,
334
,093
- 25,
334
,093
(68
8,76
2)
24,6
45,3
31
In o
ther
res
erve
s
- 3,52
0,01
3
(1,2
60)
10,9
- 2,3
09,0
53
8,74
5,38
9
11,
054
,442
Con
soli
date
d P
rofit
/(Lo
ss)
for t
he s
ix m
onth
s
end
ed 3
0 Ju
ne 2
007
- - - 102
,006
,054
102
,006
,054
39,2
03,8
17
141
,209
,871
Bala
at 3
0 Ju
ne 2
007
nce
as
2,0
00,0
00,0
00
(139
,441
,418
)
(590
,499
,747
)
102
,006
,054
1,3
72,0
64,8
89
436
,918
,955
1,8
08,9
83,8
44
Bala
at 1
Jan
200
8 (1
)
nce
as
uary
2,0
00,0
00,0
00
(13
8,56
8,27
5)
(97
5,81
5,01
5)
284
,044
,038
1,16
9,66
0,74
8
448
,380
,172
1,6
18,0
40,9
20
App
iatio
n of
fit o
f 20
07:
ropr
pro
Tra
nsfe
lega
l res
d re
tain
ed e
ings
r to
erve
s an
arn
- - 284
,044
,038
(28
4,04
4,03
8)
- - -
Divi
den
ds d
istri
bute
d
30 - - (56
,016
,000
)
- (56
,016
,000
)
(3,3
52,3
50)
(59
,368
,350
)
Cha
s in
nge
res
erve
s
In c
ertio
onv
n re
serv
es
- - 2,2
80,9
51
- 2,2
80,9
51
191
,096
2,4
72,0
47
In h
edg
d fa
ir va
lue
e an
rese
rves
- - 5,9
98,9
66
- 5,9
98,9
66
4,06
5,02
1
10,
063
,987
Adj
of S
e C
apit
al ri
ght
sha
rela
ted
to th
in-o
ff
ustm
ents
ona
res
e sp
12 e
17
- - 23,
762
,601
- 23,
762
,601
- 23,
762
,601
Aqu
isitio
nd s
ales
of s
hare
s of
affi
liate
d un
dert
akin
ns a
gs
- - - - - 27,
086
,463
27,
086
,463
Cap
ital
incr
ese
as
- - - - - 37,4
25,0
00
37,4
25,0
00
In o
ther
res
erve
s
- - (2,3
10,5
54)
- (2,3
10,5
54)
2,9
01,2
46
590
,692
Con
soli
date
d P
rofit
/(Lo
ss)
for t
he s
ix m
onth
s
- - - - - - -
end
ed 3
0 Ju
ne 2
008
- - - 24,2
18,0
43
24,2
18,0
43
(14
,304
,574
)
9,9
13,4
69
Bala
at 3
0 Ju
ne 2
008
nce
as
2,0
00,0
00,0
00
(13
8,56
8,27
5)
(71
8,05
5,01
3)
24,2
18,0
43
1,16
7,59
4,75
5
502
,392
,074
1,66
9,98
6,82
9

The accompanying notes are part of these financial statements.

(1) The subsidiary Continente Hipermercados, S.A. (ex-Carrefour) was acquired in the end of 2007 and therefore no fair value allocation was made as at that date. During the first half of 2008 a preliminary fair value allocation was made and is now reflected in these financial statements (Note 8).

SONAE, S.G.P.S., S.A.

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR

THE SIX MONTHS PERIODS ENDED 30 JUNE 2008, 2007 PRO-FORMA AND 2007

(Amounts expressed in euro)

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

30.June.2008 30.June.2007
Pro-forma
(Note 1)
30.June.2007
OPERATING ACTIVITIES Notes
Net cash flow from/ (used in) operating activities (1) (13,426,647) 31,067,407 27,995,075
INVESTING ACTIVITIES
Cash receipts arising from:
Investments
Tangible, intangible assets and investment properties
Dividends
Others
83,916,996
7,805,722
150,169
15,764,920
167,128,194
26,612,821
421,164
98,228,523
172,090,222
28,601,133
1,345,290
31,671,868
107,637,807 292,390,702 233,708,513
Cash Payments arising from:
Investments
Tangible, intangible assets and investment properties
Others
(37,820,185)
(295,712,214)
(23,636,892)
(39,810,369)
(332,737,415)
(140,118,582)
(95,996,963)
(374,363,811)
(9,504,320)
Net cash from/ (used in) investing activities (2) (357,169,291) (512,666,366) (479,865,094)
(249,531,484) (220,275,664) (246,156,581)
FINANCING ACTIVITIES
Cash receipts arising from:
Loans obtained
Capital increases, additional paid in capital and share premiums
3,111,077,337
1,608,000
3,112,685,337
4,771,714,309
-
4,771,714,309
4,933,195,779
1,027,676
4,934,223,455
Cash Payments arising from:
Loans obtained
Interest and similar charges
Reimbursement of capital and paid in capital
Dividends
Others
(2,758,665,568)
(95,997,678)
-
(62,278,286)
(112,162,224)
(4,391,973,629)
(71,749,303)
(83,322)
(68,465,241)
(2,360,378)
(4,514,431,021)
(74,473,353)
(83,322)
(68,465,241)
(2,474,327)
(3,029,103,756) (4,534,631,873) (4,659,843,942)
Net cash from/ (used in) financing activities (3) 83,581,581 237,082,436 274,379,513
Net increase in cash and cash equivalents (4) = (1) + (2) + (3)
Effect of foreign exchange rate
Cash and cash equivalents at the beginning of the period
16 (179,376,550)
(15,286)
275,625,572
47,874,179
(387,436)
640,915,659
56,218,007
(405,859)
648,811,274
Cash and cash equivalents at the end of the period 16 96,264,308 689,177,274 705,435,140

The accompanying notes are part of these financial statements.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE FIRST HALF ENDED 30 JUNE 2008

(Amounts expressed in euro)

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

1. INTRODUCTION

SONAE, SGPS, SA ("the Company" or "Sonae"), with head office at Lugar do Espido, Via Norte, Apartado 1011, 4471-909 Maia, Portugal, is the parent company of a group of companies, as detailed in Notes 4 to 7 ("Sonae Group"). The Group's operations and business segments are described in Note 31.

The consolidated income statements and the consolidated statement of cash flows for the six months period ended as at 30 June 2008 are not directly comparable with the statements for the six months period ended 30 June 2007, because of the spin-off of the Sonae Capital business (with accounting effects from 1 October 2007).

The pro-forma consolidated income statement and the pro-forma consolidated statement of cash flows as at 30 June 2007 include the above mentioned changes as if occurred on the 1 January 2007.

2. PRINCIPAL ACCOUNTING POLICIES

The accounting policies adopted are consistent with those followed in the preparation of annual financial statements for the year ended 31 December 2007.

Basis of preparation

The accompanying consolidated financial statements have been prepared in accordance with International Financial Reporting Standards ("IFRS" – previously named International Accounting Standards – "IAS"), issued by the International Accounting Standards Board ("IASB") and interpretations issued by the International Financial Reporting Interpretations Committee ("IFRIC") or by the previous Standing Interpretations Committee ("SIC"), applicable to financial years beginning on 1 January 2008.

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

The accompanying consolidated financial statements have been prepared from the books and accounting records of the companies included in the consolidation (Notes 4 to 6) on a going concern basis and under the historical cost convention, except for investment properties and financial instruments which are stated at fair value.

3. CHANGES IN ACCOUNTING POLICIES AND CORRECTION OF ERRORS

During the period there were neither changes in accounting policies nor correction of prior period errors.

4. GROUP COMPANIES INCLUDED IN THE CONSOLIDATED FINANCIAL STATEMENTS

Group companies included in the consolidated financial statements, their head offices and percentage of share capital held by the Group as at 30 June 2008 and 31 December 2007 are as follows:

Percentage of capital held
30 June 2008 31 December 2007
COMPANY Head Office Direct Total Direct Total
Sonae - SGPS, S.A. Maia HOLDING HOLDING HOLDING HOLDING
Retail
Bertimóvel - Sociedade Imobiliária, SA a) Matosinhos 100.00% 100.00% 100.00% 100.00%
Best Offer - Prest. Inf. pela Internet, SA a) Maia 100.00% 100.00% 100.00% 100.00%
Bikini, Portal de Mulheres, SA a) Maia 100.00% 100.00% 100.00% 100.00%
Canasta - Empreendimentos Imobiliários, SA a) Maia 100.00% 100.00% 100.00% 100.00%
Carnes do Continente - Ind. Distr. Carnes, SA a) Santarém 100.00% 100.00% 100.00% 100.00%
Chão Verde - Soc. de Gestão Imobiliária, SA a) Maia 100.00% 100.00% 100.00% 100.00%
Citorres - Sociedade Imobiliária, SA a) Maia 100.00% 100.00% 100.00% 100.00%
Contibomba - Comérc. Distr. Combustiveis, SA a) Matosinhos 100.00% 100.00% 100.00% 100.00%
Contimobe - Imobil.Castelo Paiva, SA a) Castelo de Paiva 100.00% 100.00% 100.00% 100.00%
Continente Hipermercados, SA a) Lisboa 99.90% 99.90% 99.86% 99.86%
Cumulativa - Sociedade Imobiliária, SA a) Maia 100.00% 100.00% 100.00% 100.00%
Difusão - Sociedade Imobiliária, SA a) Maia 100.00% 100.00% 100.00% 100.00%
1) Edições Book.it, SA a) Matosinhos 100.00% 100.00% - -
Efanor - Design e Serviços, SA a) Matosinhos 100.00% 100.00% 100.00% 100.00%
Efanor - Indústria de Fios, SA a) Matosinhos 100.00% 100.00% 100.00% 100.00%
Equador & Mendes Agência de Viagens e Turismo, Lda a) Lisboa 67.50% 67.50% 67.50% 67.50%
Estevão Neves - Hipermercados Madeira, SA a) Madeira 100.00% 100.00% 100.00% 100.00%
Fozimo - Sociedade Imobiliária, SA a) Maia 100.00% 100.00% 100.00% 100.00%
Fozmassimo - Sociedade Imobiliária, SA a) Matosinhos 100.00% 100.00% 100.00% 100.00%
Fundo de Investimento Imobiliário Fechado Imosonae Dois a) Maia 100.00% 100.00% 100.00% 100.00%
Global S - Hipermercado, Lda a) Matosinhos 100.00% 100.00% 100.00% 100.00%
IGI - Investimento Imobiliário, SA a) Porto 100.00% 100.00% 100.00% 100.00%
Igimo - Sociedade Imobiliária, SA a) Maia 100.00% 100.00% 100.00% 100.00%
Iginha - Sociedade Imobiliária, SA a) Matosinhos 100.00% 100.00% 100.00% 100.00%
Imoconti - Sociedade Imobiliária, SA a) Matosinhos 100.00% 100.00% 100.00% 100.00%
Imoestrutura - Sociedade Imobiliária, SA a) Maia 100.00% 100.00% 100.00% 100.00%
Imomuro - Sociedade Imobiliária, SA a) Matosinhos 100.00% 100.00% 100.00% 100.00%
Imoresultado - Sociedade Imobiliaria, SA a) Maia 100.00% 100.00% 100.00% 100.00%
Imosistema - Sociedade Imobiliária, SA a) Maia 100.00% 100.00% 100.00% 100.00%
Infofield - Informática, SA a) Maia 100.00% 100.00% 100.00% 100.00%
Inventory - Acessórios de Casa, SA a) Maia 100.00% 100.00% 100.00% 100.00%
Marcas MC, zRT a) Budapest 100.00% 100.00% 100.00% 100.00%
(Hungary)
MJLF - Empreendimentos Imobiliários, SA a) Maia 100.00% 100.00% 100.00% 100.00%
Modalfa - Comércio e Serviços, SA a) Maia 100.00% 100.00% 100.00% 100.00%
Modelo - Dist.de Mat. de Construção, SA b) Maia 50.00% 50.00% 50.00% 50.00%
Modelo Continente - Operações Retalho SGPS, SA a) Matosinhos 100.00% 100.00% 100.00% 100.00%
Modelo Continente Hipermercados,SA a) Matosinhos 100.00% 100.00% 100.00% 100.00%
Modelo Continente Seguros - Sociedade Mediação, SA a) Porto 100.00% 100.00% 100.00% 100.00%
Modelo Hiper Imobiliária, SA a) Maia 100.00% 100.00% 100.00% 100.00%
Modelo Hipermercados Trading, SA a) Madrid (Spain) 100.00% 100.00% 100.00% 100.00%
Modelo.com - Vendas p/Correspond., SA a) Maia 100.00% 100.00% 100.00% 100.00%
NA - Comércio de Artigos de Desporto, SA a) Matosinhos 100.00% 100.00% 100.00% 100.00%
NA - Equipamentos para o Lar, SA a) Matosinhos 100.00% 100.00% 100.00% 100.00%
Nova Equador Internacional,Ag.Viag.T, Lda a) Lisboa 67.50% 67.50% 67.50% 67.50%
Nova Equador P.C.O. e Eventos, SA a) Lisboa 67.50% 67.50% 67.50% 67.50%
Peixes do Continente - Indústria e Distribuição de Peixes, SA a) Matosinhos 100.00% 100.00% 100.00% 100.00%
Pharmacontinente - Saúde e Higiene, SA a) Matosinhos 100.00% 100.00% 100.00% 100.00%
Predicomercial - Promoção Imobiliária, SA a) Maia 100.00% 100.00% 100.00% 100.00%
Selifa - Empreendimentos Imobiliários, SA a) Maia 100.00% 100.00% 100.00% 100.00%
Sempre à Mão - Sociedade Imobiliária, SA a) Matosinhos 100.00% 100.00% 100.00% 100.00%
Sesagest - Proj.Gestão Imobiliária, SA a) Porto 100.00% 100.00% 100.00% 100.00%
Porto Alegre
5) SM Empreendimentos Imobiliários, Ltda a) (Brazil) 100.00% 100.00% 100.00% 100.00%
Socijofra - Sociedade Imobiliária, SA a) Gondomar 100.00% 100.00% 100.00% 100.00%
Sociloures - Soc.Imobiliária, SA a) Matosinhos 100.00% 100.00% 100.00% 100.00%
Soflorin, BV a) Amsterdam (The
Netherlands)
100.00% 100.00% 100.00% 100.00%
Solaris - Supermercados, SA a) Viana do Castelo 100.00% 100.00% 100.00% 100.00%
Sonae Capital Brasil, Lda a) São Paulo 100.00% 100.00% 100.00% 100.00%
(Brazil)
Sonae Distribuição, SGPS, SA a) Matosinhos 100.00% 100.00% 100.00% 100.00%
Sonae Retalho Espana - Servicios Generales, SA a) Madrid (Spain) 100.00% 100.00% 100.00% 100.00%
Sondis Imobiliária, SA a) Maia 100.00% 100.00% 100.00% 100.00%
Sontária - Empreend.Imobiliários, SA a) Maia 100.00% 100.00% 100.00% 100.00%
Sonvecap, BV a) Amsterdam (The 100.00% 100.00% 100.00% 100.00%
Netherlands)
Sport Zone - Comércio Artigos de Desporto, SA a) Matosinhos 100.00% 100.00% 100.00% 100.00%
Sport Zone España - Comércio de Artículos de Deporte, SA a) Madrid (Spain) 100.00% 100.00% 100.00% 100.00%
Star - Viagens e Turismo, SA a) Lisboa 90.00% 90.00% 90.00% 90.00%
Tlantic Portugal - Sistemas de Informação, SA a) Maia 100.00% 100.00% 100.00% 100.00%
Tlantic Sistemas de Informação, Ltda a) Porto Alegre
(Brazil)
100.00% 100.00% 100.00% 100.00%
Todos os Dias - Com. Ret. Expl. C. Comer., SA a) Matosinhos 100.00% 100.00% 100.00% 100.00%
Valor N, SA a) Matosinhos 100.00% 100.00% 100.00% 100.00%
Worten - Equipamento para o Lar, SA a) Matosinhos 100.00% 100.00% 100.00% 100.00%
Worten Espanã, SA a) Madrid (Spain) 100.00% 100.00% 100.00% 100.00%
Telecommunications
Be Artis - Concepção, Construção e Gestão de Redes de
2)
Comunicações, SA
a) Maia 100.00% 53.32% 100.00% 50.52%
3) Be Towering - Explor. Torres Telecom, SA a) Maia 100.00% 53.32% 100.00% 50.52%
Cape Asia Pac Pty Limited a) Australia 100.00% 53.32% 100.00% 50.52%
Cape Poland Sp.Z.o.o. a) Posnan (Poland) 100.00% 53.32% 100.00% 50.52%
Cape Tecnologies (U.K) Limitied a) Cardiff (U.K.) 100.00% 53.32% 100.00% 50.52%
Cape Tecnologies Americas, Inc. a) Delaware (USA) 100.00% 53.32% 100.00% 50.52%
Cape Tecnologies Limitied a) Dublin (Ireland) 100.00% 53.32% 100.00% 50.52%
Digitmarket - Sistemas de Informação, SA a) Maia 75.10% 40.05% 75.10% 37.94%
M3G - Edições Digitais, SA a) Lisboa 100.00% 53.32% 100.00% 50.52%
Mainroad Serviços em Tecnologias de Informação, SA a) Maia 100.00% 53.32% 100.00% 50.52%
Miauger - Org. Gestão Leilões El., SA a) Maia 100.00% 53.32% 100.00% 50.52%
Per-Mar - Sociedade de Construções, SA a) Maia 100.00% 53.32% 100.00% 50.52%
Praesidium Servises Limited a) Berkshire (U.K.) 100.00% 53.32% 100.00% 50.52%
Praesidium Tecnologies Limited a) Berkshire (U.K.) 100.00% 53.32% 100.00% 50.52%
Público - Comunicação Social, SA a) Porto 100.00% 53.32% 100.00% 50.52%
Saphety Level - Trusted Services, SA a) Maia 100.00% 53.32% 100.00% 50.52%
Sonae Telecom, SGPS, SA a) Maia 100.00% 53.32% 100.00% 50.52%
Sonaecom - Serviços de Comunicação, SA a) Maia 100.00% 53.32% 100.00% 50.52%
Sonaecom - Sistemas de Informação, SGPS, SA a) Maia 100.00% 53.32% 100.00% 50.52%
Sonaecom BV a) Amsterdam (The
Netherlands)
100.00% 53.32% 100.00% 50.52%
Sonaecom, SGPS, SA a) Maia 53.32% 53.32% 50.52% 50.52%
Sonaetelecom, BV a) Amsterdam (The
Netherlands)
100.00% 53.32% 100.00% 50.52%
Tecnológica Telecomunicações Ltda a) Rio de Janeiro
(Brazil)
99.99% 53.27% 99.99% 50.47%
Telemilénio - Telecomunicações Soc.Unipessoal, Lda a) Lisboa 100.00% 53.32% 100.00% 50.52%
We Do Brasil - Soluções Informáticas, Ltda a) Rio de Janeiro
(Brazil)
99.91% 53.27% 99.91% 50.47%
We Do Consulting - Sistemas de Informação, SA a) Maia 100.00% 53.32% 100.00% 50.42%
6) We Do Technologies (UK) Limited a) Berkshire (U.K.) 100.00% 53.32% 100.00% 50.52%
Others
Libra Serviços, Lda a) Funchal 100.00% 100.00% 100.00% 100.00%
MDS - Corretor de Seguros, SA a) Porto 100.00% 100.00% 100.00% 100.00%
4) MDS, SGPS, SA a) Maia 100.00% 100.00% 100.00% 100.00%
Sonae Investments, BV a) Amsterdam (The
Netherlands)
100.00% 100.00% 100.00% 100.00%
Sonae RE, SA a) Luxembourg 100.00% 100.00% 100.00% 100.00%
1) Sonaecenter Serviços, SA a) Maia 100.00% 100.00% - -
Sonaegest-Soc.Gest.Fundos Investimentos, SA a) Maia 80.00% 70.00% 80.00% 70.00%
Sontel, BV a) Amsterdam (The
Netherlands)
100.00% 100.00% 100.00% 100.00%

1) Company incorporated in the period;

  • 2) Ex Optimus Artis Concepção, Construção e Gestão de Redes de Comunicações, SA;
  • 3) Ex Optimus Towering Explor. Torres Telecom, SA;
  • 4) Ex Resolução, SGPS, SA;
  • 5) Company merged into Sonae Capital Brasil, Lda;
  • 6) Ex Praesidium Holdings Limited.
  • a) Majority of voting rights;
  • b) Management control.

These group companies are consolidated using the full consolidation method.

5. JOINTLY CONTROLLED COMPANIES

Jointly controlled companies included in the consolidated financial statements, their head offices and the percentage of share capital held by the Group as at 30 June 2008 and 31 December 2007 are as follows:

Percentage of capital held
30 June 2008 31 December 2007
COMPANY Head Office Direct Total Direct Total
Shopping Centres
3DO Holding GmbH Dusseldorf
(Germany)
100.00% 50.00% 100.00% 50.00%
3DO Shopping Centre GmbH Dusseldorf
(Germany)
100.00% 50.00% 100.00% 50.00%
3shoppings - Holding, SGPS, SA Maia 100.00% 25.05% 100.00% 25.05%
8ª Avenida Centro Comercial, SA Maia 100.00% 25.15% 100.00% 50.00%
Aegean Park Constructions Real Estate and Development, SA Athens (Greece) 100.00% 25.00% 100.00% 25.00%
Airone - Shopping Centre, Srl Milan (Italy) 100.00% 25.05% 100.00% 25.05%
ALEXA Administration GmbH Berlin (Germany) 100.00% 25.00% 100.00% 25.00%
ALEXA Holding GmbH Dusseldorf
(Germany)
50.00% 25.00% 50.00% 25.00%
ALEXA Shopping Centre GmbH Dusseldorf
(Germany)
100.00% 25.00% 100.00% 25.00%
Algarveshopping - Centro Comercial, SA Maia 100.00% 25.05% 100.00% 25.05%
Arrábidashopping - Centro Comercial, SA Maia 50.00% 25.10% 50.00% 37.53%
Avenida M-40, BV Amsterdam (The
Netherlands)
100.00% 25.05% 100.00% 25.05%
Avenida M-40, SA Madrid (Spain) 100.00% 25.05% 100.00% 25.05%
Cascaishopping - Centro Comercial, SA Maia 50.00% 12.53% 50.00% 12.53%
Cascaishopping Holding I, SGPS, SA Maia 100.00% 25.05% 100.00% 25.05%
Centro Colombo - Centro Comercial, SA Maia 100.00% 12.53% 100.00% 12.53%
Centro Vasco da Gama - Centro Comercial, SA Maia 50.00% 12.53% 50.00% 12.53%
Clérigoshopping - Gestão do C.Comerc., SA Maia 100.00% 50.00% 100.00% 50.00%
Coimbrashopping - Centro Comercial, SA Maia 100.00% 25.05% 100.00% 25.05%
Colombo Towers Holding, BV Haya (The
Netherlands)
50.00% 25.00% 50.00% 25.00%
Dortmund Tower GmbH Dusseldorf
(Germany)
100.00% 50.00% 100.00% 50.00%
Dos Mares - Shopping Centre, BV Amsterdam (The
Netherlands)
100.00% 25.05% 100.00% 25.05%
Dos Mares - Shopping Centre, SA Madrid (Spain) 100.00% 25.05% 100.00% 25.05%
El Rosal Shopping, SA Madrid (Spain) 70.00% 35.00% 70.00% 35.00%
Estação Viana - Centro Comercial, SA Viana do Castelo 100.00% 25.05% 100.00% 25.05%
Freccia Rossa - Shopping Centre, Srl Sondrio (Italy) 50.00% 25.00% 50.00% 25.00%
Fundo Investimento Imob. Shopping Parque D. Pedro Shopping, SA São Paulo (Brazil) 100.00% 24.33% 100.00% 24.33%
Gaiashopping I - Centro Comercial, SA Maia 50.00% 25.10% 50.00% 37.53%
Gaiashopping II - Centro Comercial, SA Maia 100.00% 25.10% 100.00% 37.53%
Gil Orsi - Shopping Centre, Srl Milan (Italy) 100.00% 50.00% 100.00% 50.00%
Guimarãeshopping - Centro Comercial, SA Maia 100.00% 25.05% 100.00% 25.05%
Iberian Assets, SA Madrid (Spain) 49.78% 12.48% 49.78% 12.48%
Inparsa - Gestão de Galeria Comerc., SA Maia 100.00% 50.00% 100.00% 50.00%
Ioannina Development of Shopping Centres, SA Athens (Greece) 100.00% 50.00% 100.00% 50.00%
KLC Holdings XII SA Luxembourg 100.00% 50.00% 100.00% 50.00%
La Farga - Shopping Centre, SL Madrid (Spain) 100.00% 12.48% 100.00% 12.48%
Larissa Development of Shopping Centres, SA Athens (Greece) 100.00% 25.00% 100.00% 25.00%
Le Terrazze - Shopping Centre, Srl Milan (Italy) 50.00% 25.00% 50.00% 25.00%
Lembo Services Ltd Cyprus
Dusseldorf
100.00% 50.00% 100.00% 50.00%
Loop 5 - Shopping Centre Gmbh (Germany) 50.00% 50.00% 50.00% 25.00%
Loureshopping - Centro Comercial, SA Maia 100.00% 12.58% 100.00% 25.00%
Luz del Tajo - Centro Comercial, SA Madrid (Spain) 100.00% 25.05% 100.00% 25.05%
Luz del Tajo, BV Amsterdam (The
Netherlands)
100.00% 25.05% 100.00% 25.05%
Madeirashopping - Centro Comercial, SA Funchal 50.00% 12.53% 50.00% 12.53%
Maiashopping - Centro Comercial, SA Maia 100.00% 25.05% 100.00% 25.05%
MC Property Management, SA Athens (Greece) 75.00% 18.75% 75.00% 18.75%
Amsterdam (The
Munster Arkaden BV Netherlands) 100.00% 25.05% 100.00% 25.05%
NorteShop. Retail and Leisure Centre, BV Amsterdam (The
Netherlands)
50.00% 12.53% 50.00% 12.53%
Norteshopping - Centro Comercial, SA Maia 100.00% 12.53% 100.00% 12.53%
Oeste Retail Park - Gestão de G.Comer., SA Maia 50.00% 12.58% 50.00% 25.00%
1) Pantheon Plaza 1, SA Athens (Greece) 100.00% 25.00% 100.00% 25.00%
1) Pantheon Plaza 2, SA Athens (Greece) 100.00% 25.00% 100.00% 25.00%
1) Pantheon Plaza 3, SA Athens (Greece) 100.00% 25.00% 100.00% 25.00%
Pantheon Plaza BV Amsterdam (The
Netherlands)
50.00% 25.00% 50.00% 25.00%
Paracentro - Gestão de Gal.Comerc. SA Maia 100.00% 50.00% 100.00% 50.00%
Park Avenue Develop. of Shop. Centers, SA Athens (Greece) 100.00% 25.00% 100.00% 25.00%
Parque Atlântico Shopping - Centro Comercial SA Ponta Delgada 50.00% 12.53% 50.00% 12.53%
Parque D. Pedro 1, BV Sarl Luxembourg 100.00% 25.00% 100.00% 25.00%
Parque D. Pedro 2, BV Sarl Luxembourg 100.00% 25.00% 100.00% 25.00%
Parque de Famalicão - Empr. Imob., SA Maia 100.00% 50.00% 100.00% 50.00%
Parque Principado, SL Madrid (Spain) 50.00% 12.53% 50.00% 12.53%
Pátio Boavista Shopping, Ltda São Paulo 100.00% 23.69% 100.00% 23.69%
2) Pátio Goiânia Shopping, Ltda (Brasil)
São Paulo
100.00% 23.69% - -
(Brazil)
São Paulo
2) Pátio Londrina Empreendimentos e Participações, Ltda
Pátio Penha Shopping, Ltda
(Brazil)
São Paulo
100.00%
99.99%
23.69%
23.69%
-
99.99%
-
23.69%
(Brazil)
São Paulo
Pátio São Bernardo Shopping Ltda (Brazil) 100.00% 23.69% 100.00% 23.69%
Pátio Sertório Shopping Ltda São Paulo
(Brazil)
100.00% 23.69% 100.00% 23.69%
Pátio Uberlândia Shopping Ltda São Paulo
(Brazil)
100.00% 23.69% 100.00% 23.69%
Plaza Eboli - Centro Comercial, SA Madrid (Spain) 100.00% 50.00% 100.00% 50.00%
Plaza Eboli, BV Amsterdam (The
Netherlands)
100.00% 50.00% 100.00% 50.00%
Plaza Mayor Holding, SGPS, SA Maia 100.00% 25.05% 100.00% 25.05%
Plaza Mayor Parque de Ócio, BV Amsterdam (The
Netherlands)
100.00% 25.05% 100.00% 25.05%
Plaza Mayor Parque de Ocio, SA Madrid (Spain) 100.00% 25.05% 100.00% 25.05%
Plaza Mayor Shopping, BV Amsterdam (The
Netherlands)
100.00% 50.00% 100.00% 50.00%
Plaza Mayor Shopping, SA Madrid (Spain) 75.00% 37.50% 75.00% 37.50%
Pridelease Investments, Ltd Cascais 100.00% 50.00% 100.00% 50.00%
Project 4, Srl Milan (Italy) 100.00% 50.00% 100.00% 50.00%
Project SC 1, BV Amsterdam (The
Netherlands)
50.00% 25.00% 50.00% 25.00%
Project SC 2, BV Amsterdam (The
Netherlands)
100.00% 50.00% 100.00% 50.00%
Project Sierra - 1 Shopping Centre, GmbH Vienne (Austria) 100.00% 50.00% 100.00% 50.00%
Project Sierra 2, BV Amsterdam (The 100.00% 50.00% 100.00% 50.00%
Netherlands)
Amsterdam (The
Project Sierra 5, BV Netherlands) 100.00% 50.00% 100.00% 50.00%
Project Sierra 6, BV Amsterdam (The
Netherlands)
100.00% 50.00% 100.00% 50.00%
Project Sierra 7 BV Bucharest
(Romania)
100.00% 50.00% 100.00% 50.00%
Project Sierra Brazil 1, BV Amsterdam (The
Netherlands)
100.00% 50.00% 100.00% 50.00%
Project Sierra Germany 2 (two), Shopping Centre GmbH Dusseldorf
(Germany)
100.00% 50.00% 100.00% 50.00%
Project Sierra Germany 3 (three), Shopping Centre, GmbH Dusseldorf
(Germany)
100.00% 50.00% 100.00% 50.00%
Project Sierra Germany 4 (four), Shopping Centre, GmbH Dusseldorf 100.00% 50.00% 100.00% 50.00%
Project Sierra Germany Shopping Centre 1 BV (Germany)
Amsterdam (The
Netherlands)
100.00% 50.00% 100.00% 50.00%
Project Sierra Germany Shopping Centre 2 BV Amsterdam (The
Netherlands)
100.00% 50.00% 100.00% 50.00%
Project Sierra Holding Portugal V, SGPS, SA Maia 100.00% 50.00% 100.00% 50.00%
Project Sierra Italy 1 - Shopping Centre, Srl Milan (Italy) 100.00% 50.00% 100.00% 50.00%
Project Sierra Italy 2 - Dev.of Shopping Centres, Srl Milan (Italy) 100.00% 50.00% 100.00% 50.00%
Project Sierra Italy 3 - Shopping Centre, Srl Milan (Italy) 100.00% 50.00% 100.00% 50.00%
Project Sierra Italy 5 - Development of Shopping Centrs Sarl Milan (Italy) 100.00% 50.00% 100.00% 50.00%
Project Sierra One Srl Bucharest
(Romania)
100.00% 50.00% 100.00% 50.00%
Project Sierra Portugal I - C.Comercial, SA Maia 50.00% 25.00% 50.00% 25.00%
Project Sierra Portugal II - C.Comercial, SA Maia 100.00% 50.00% 100.00% 50.00%
Project Sierra Portugal IV - C.Comercial, SA Maia 100.00% 50.00% 100.00% 50.00%
Project Sierra Portugal V - C.Comercial, SA Maia 100.00% 50.00% 100.00% 50.00%
Project Sierra Portugal VI - C. Comercial, SA Maia 100.00% 50.00% 100.00% 50.00%
Project Sierra Portugal VII - C. Comercial, SA Maia 100.00% 50.00% 100.00% 50.00%
Project Sierra Portugal VIII - C.Comercial, SA Maia 100.00% 50.00% 100.00% 50.00%
Project Sierra Spain 1, BV Amsterdam (The
Netherlands)
100.00% 50.00% 100.00% 50.00%
Project Sierra Spain 2 - C. Comerial, SA Madrid (Spain) 100.00% 50.00% 100.00% 50.00%
Project Sierra Spain 2, BV Amsterdam (The
Netherlands)
100.00% 50.00% 100.00% 50.00%
Project Sierra Spain 3 - C. Comercial, SA Madrid (Spain) 50.00% 25.00% 50.00% 25.00%
Project Sierra Spain 3, BV Amsterdam (The
Netherlands)
100.00% 50.00% 100.00% 50.00%
2) Project Sierra Spain 6, BV Amsterdam (The
Netherlands)
100.00% 50.00% - -
2) Project Sierra Spain 7, BV Amsterdam (The
Netherlands)
100.00% 50.00% - -
Project Sierra Srl Bucharest
(Romania)
100.00% 50.00% 100.00% 50.00%
Project Sierra Three Srl Bucharest
(Romania)
100.00% 50.00% 100.00% 50.00%
Project Sierra Two Srl Bucharest
(Romania)
100.00% 50.00% 100.00% 50.00%
Rio Sul - Centro Comercial, SA Lisboa 50.00% 12.58% 50.00% 25.00%
River Plaza BV Amsterdam (The 100.00% 50.00% 100.00% 50.00%
Netherlands)
River Plaza Mall, Srl Bucharest
(Romania)
100.00% 50.00% 100.00% 50.00%
S.C. Microcom Doi Srl Bucharest
(Romania)
100.00% 50.00% 100.00% 50.00%
SC Aegean, BV Amsterdam (The
Netherlands)
50.00% 25.00% 50.00% 25.00%
SC Mediterraneum Cosmos, BV Amsterdam (The
Netherlands)
50.00% 25.00% 50.00% 25.00%
Serra Shopping - Centro Comercial, S.A. Covilhã 50.00% 12.58% 50.00% 25.00%
Shopping Centre Colombo Holding, BV Amsterdam (The
Netherlands)
50.00% 12.53% 50.00% 12.53%
Shopping Centre Parque Principado, BV Amsterdam (The
Netherlands)
100.00% 25.05% 100.00% 25.05%
Sierra Asset Management - Gest. Activos, SA Maia 100.00% 50.00% 100.00% 50.00%
Sierra Brazil 1, BV Amsterdam (The
Netherlands)
100.00% 25.00% 100.00% 25.00%
Sierra Charagionis Develop. of Shop, Centers, SA Athens (Greece) 50.00% 25.00% 50.00% 25.00%
Sierra Charagionis Propert.Management, SA Athens (Greece) 50.00% 25.00% 50.00% 25.00%
Sierra Corporate Services - Ap.Gestão, SA Lisboa 100.00% 50.00% 100.00% 50.00%
Sierra Corporate Services Holland, BV Amsterdam (The
Netherlands)
100.00% 50.00% 100.00% 50.00%
Sierra Develop.Iberia 1, Prom.Imob., SA Maia 100.00% 50.00% 100.00% 50.00%
Sierra Development Greece, SA Athens (Greece) 100.00% 50.00% 100.00% 50.00%
Sierra Developments - Serv. Prom.Imob., SA Maia 100.00% 50.00% 100.00% 50.00%
Dusseldorf
Sierra Developments Germany GmbH (Germany) 100.00% 50.00% 100.00% 50.00%
Sierra Developments Germany Holding, BV Amsterdam (The
Netherlands)
100.00% 50.00% 100.00% 50.00%
Sierra Developments Holding, BV Amsterdam (The
Netherlands)
100.00% 50.00% 100.00% 50.00%
Sierra Developments Italy, Srl Milan (Italy) 100.00% 50.00% 100.00% 50.00%
Sierra Developments Services Srl Bucharest 100.00% 50.00% 100.00% 50.00%
Sierra Developments Spain - Prom.C.Com., SL (Romania)
Madrid (Spain)
100.00% 50.00% 100.00% 50.00%
Sierra Developments, SGPS, SA Maia 100.00% 50.00% 100.00% 50.00%
São Paulo
Sierra Enplanta, Ltda (Brazil) 100.00% 23.69% 100.00% 23.69%
Sierra European R.R.E. Assets Hold., BV Amsterdam (The
Netherlands)
50.10% 25.05% 50.10% 25.05%
Sierra GP, Limited Guernsey (U.K.) 100.00% 49.99% 100.00% 49.99%
Sierra Investimentos Brasil Ltda São Paulo
(Brazil)
100.00% 23.69% 100.00% 23.69%
Sierra Investments (Holland) 1, BV Amsterdam (The
Netherlands)
100.00% 50.00% 100.00% 50.00%
Sierra Investments (Holland) 2, BV Amsterdam (The
Netherlands)
100.00% 50.00% 100.00% 50.00%
Sierra Investments Holding, BV Amsterdam (The
Netherlands)
100.00% 50.00% 100.00% 50.00%
Sierra Investments SGPS, SA Maia 100.00% 50.00% 100.00% 50.00%
Sierra Italy Holding, BV Amsterdam (The
Netherlands)
100.00% 50.00% 100.00% 50.00%
Sierra Man.New Tech.Bus. - Serv.Comu.CC, SA Lisboa 100.00% 50.00% 100.00% 50.00%
Sierra Management Germany, GmbH Dusseldorf
(Germany)
100.00% 50.00% 100.00% 50.00%
Sierra Management Greece, SA Athens (Greece) 100.00% 50.00% 100.00% 50.00%
Sierra Management II - Gestão de C.C., SA Lisboa 100.00% 50.00% 100.00% 50.00%
Sierra Management Italy, Srl Milan (Italy) 100.00% 50.00% 100.00% 50.00%
Sierra Management Portugal - Gest. CC, SA Lisboa 100.00% 50.00% 100.00% 50.00%
Sierra Management Romania, Srl Bucharest 100.00% 50.00% 100.00% 50.00%
Sierra Management Spain - Gestión C.Com., SA (Romania)
Madrid (Spain)
100.00% 50.00% 100.00% 50.00%
Sierra Management, SGPS, SA Maia 100.00% 50.00% 100.00% 50.00%
Sol Retail Park - Gestão de G. Comerc., SA Maia 50.00% 12.58% 50.00% 25.00%
São Paulo
Sonae Sierra Brasil, SA (Brazil) 94,54% 23.69% 94,54% 23.69%
Sonae Sierra Brazil, BV Sarl Luxembourg 50.00% 25.00% 50.00% 25.00%
Sonae Sierra, SGPS, SA Maia 50.00% 50.00% 50.00% 50.00%
SPF - Sierra Portugal Real Estate, Sarl Luxembourg 100.00% 25.15% 100.00% 50.00%
SPF - Sierra Portugal, Sarl Luxembourg 100.00% 50.00% 100.00% 50.00%
SRP - Parque Comercial de Setúbal, SA Maia 50.00% 25.00% 50.00% 25.00%
3) SRP Development, SA Bucharest
(Romania)
100.00% 50.00% - -
Torre Ocidente - Imobiliária, SA Maia 50.00% 12.50% 50.00% 12.50%
Torre Oriente - Imobiliária, SA Maia 50.00% 12.50% 50.00% 12.50%
Unishopping Administradora, Ltda São Paulo
(Brazil)
100.00% 23.69% 100.00% 23.69%
Unishopping Consultoria Imob., Ltda São Paulo
(Brazil)
99.98% 23.69% 99.98% 23.69%
Valecenter Srl Milan (Italy) 100.00% 25.05% 100.00% 25.05%
Via Catarina - Centro Comercial, SA Maia 50.00% 12.53% 50.00% 12.53%
Weiterstadt Shopping BV Amsterdam (The
Netherlands)
100.00% 25.00% 100.00% 25.00%
Zubiarte Inversiones Inmob, SA Madrid (Spain) 49.83% 12.48% 49.83% 12.48%
Telecommunications
Vipu ACE Lisboa 50.00% 26.66% 50.00% 25.26%

1) Company merged into Larissa Development of Shopping Centres, SA.

2) Company incorporated in the period;

3) Company acquired in the period.

These entities are consolidated using the proportional consolidation method.

Aggregate amounts, excluding intragroup eliminations, corresponding to the percentage of capital held in these jointly controlled companies included in the financial statements for the period, using the proportional consolidation method, can be summarised as follows:

30 June 2008 31 December 2007 30 June 2007
Non current assets 4,739,829,652 4,590,187,152 3,975,481,517
Current assets 490,079,154 515,149,354 428,634,840
Non current liabilities 1,825,234,886 1,996,914,291 1,839,232,240
Current liabilities 523,080,567 618,951,030 429,442,108
30 June 2008 31 December 2007 30 June 2007
Income 131,993,217 444,471,226 221,971,623
Expenses 139,488,844 296,380,772 141,129,341

6. INVESTMENTS IN ASSOCIATED COMPANIES

Associated companies, their head offices and the percentage of share capital held as at 30 June 2008 and 31 December 2007 are as follows:

Percentage of capital held
30 June 2008 31 December 2007 Carrying amount
COMPANY Head Office Direct Total Direct Total 30 June 2008 31 December 2007
Retail
Mundo Vip - Operadores Turísticos, SA Lisboa 33.33% 33.33% 33.33% 33.33% 2,765,864 2,924,947
Sempre a Postos - Produtos Alimentares e Utilidades, Lda Lisboa 25.00% 25.00% 25.00% 25.00% 959,644 943,957
Fundo de Investimento Imobiliário Fechado Imosede Maia 42.16% 42.16% 42.16% 42.16% 34,413,793 34,010,917
Shopping Centres
Campo Limpo Lda São Paulo (Brazil) 20.00% 4.70% 20.00% 4.70% 1,492,653 1,248,144
Mediterranean Cosmos Shop. Centre Investments, SA Athens (Greece) 39.90% 9.98% 39.90% 9.98% 6,822,406 10,749,437
SIC Indoor - Gest. Suportes Publicitários, SA Oeiras 35.00% 17.50% 35.00% 17.50% - -
Telecommunications
Net Mall SGPS, SA Maia 39.51% 20.67% 39.51% 19.96% - -
SIRS - Sociedade Independente de Radiodifusão Sonora, SA Porto 45.00% 23.54% 45.00% 22.73% 180,759 168,690
Unipress - Centro Gráfico, Lda Vila Nova de Gaia 40.00% 20.93% 40.00% 20.21% 468,471 463,429
Others
Cooper Gay (Holding) Limited U.K. 13.68% 13.68% 13.68% 13.68% 20,394,184 20,061,065
Lazam Corretora, Ltda Brazil 45.00% 45.00% 45.00% 45.00% 2,986,328 2,978,054
Total 70,484,102 73,548,640

Nil balances shown result from the reduction of the acquisition cost of amounts by the use of the equity method.

Associated companies are included using the equity method.

As at 30 June 2008, 2007 pro-forma and 31 December 2007, aggregate values of main financial indicators of associated companies can be analysed as follows:

30 June 2008 31 December 2007 30 June 2007
Pro-forma
Total Assets 766,335,689 780,046,272 732,531,563
Total Liabilities 561,139,768 546,507,394 551,087,683
Income 125,834,284 290,802,785 134,059,962
Expenses 113,746,345 259,565,597 125,876,169

During the periods ended 30 June 2008 and 2007 pro-forma, movements in Investments in associated companies, are made up as follows:

30 June 2008 30 June 2007 Pro - forma
Proportion on
equity
Goodwill Total of
investment
Proportion on
equity
Goodwill Total of
investment
Investments in associated companies
Initial balance as at January,1 51,468,671 22,079,969 73,548,640 27,586,080 4,029,078 31,615,158
Acquisitions during the period - - - 19,339,498 - 19,339,498
Disposals during the period - - - - - -
Decrease of capital (3,989,003) - (3,989,003)
Goodwill - - - (18,050,891) 18,050,891 -
Equity method - -
Effect in net income 1,302,927 - 1,302,927 898,779 - 898,779
Effect in equity (424,355) - (424,355) 302,302 - 302,302
Transfers 45,893 - 45,893 133,189 - 133,189
Investments in associated companies 48,404,133 22,079,969 70,484,102 30,208,957 22,079,969 52,288,926

7. GROUP COMPANIES, JOINTLY CONTROLLED COMPANIES AND ASSOCIATED COMPANIES EXCLUDED FROM CONSOLIDATION AND OTHER NON CURRENT INVESTMENTS

Group companies, jointly controlled companies and associated companies excluded from consolidation and other non current investments, their head offices, percentage of share capital held and book value as at 30 June 2008 and 31 December 2007 are made up as follows:

Percentage of capital held
Exclusion 30 June 2008 31 December 2007 Book Value
COMPANY Reason Head Office Direct Total Direct Total 30 June 2008 31 December 2007
Retail
Dispar - Distrib. de Participações, SGPS, SA Lisboa 7.14% 7.14% 7.14% 7.14% 4,988 4,988
Insco - Insular de Hipermerc., SA Ponta Delgada 10.00% 10.00% 10.00% 10.00% 748,197 748,197
Shopping Centres
Ercasa Cogeneracion SA Grancasa (Spain) 10.00% 1,25% 10.00% 1,25% 23,949 23,949
Telecommunications
Altitude, SGPS, SA Lisboa 11.54% 6.04% 11.54% 5.83% 1,000,000 1,000,000
Lusa - Agên. de Noticias de Portugal, SA Lisboa 1.38% 0.72% 1.38% 0.70% 197,344 197,344
Minhodigital.com - Inv. na Área Tecnológ., SA Porto 4.76% 2.49% 4.76% 2.40% - -
Others
Sonae Investimentos América Latina, Lda a) São Paulo (Brazil) 99.99% 99.99% 99.99% 99.99% 25,687 25,687
Other investments 22,809,438 10,054,992
Total (Note 12) 24,809,603 12,055,157

a) Group company for which, at the date of the issuance of these financial statements, complete financial information was not available for the period;

Nil balances shown above result from deduction of impairment losses from related investments (Note 12).

As at 31 December 2007, "Other investments" included 8,155,301 euro related with the advance payment for the acquisition of a owner of an investment property named Ploiesti and which acquisition was concluded during the first half of 2008. As at 30 June 2008, this caption also includes 20,916,000 euro related to the fair value of Sonae Capital, SGPS, S.A. shares attributable to Sonae SGPS and not recognized as explained in Note 17.

8. CHANGES TO THE CONSOLIDATION PERIMETER

The subsidiary Continente Hipermercados S.A. (ex-Carrefour Portugal) was acquired by the end of 2007, and therefore no fair value allocation to the acquired assets was made at that date. This allocation was provisionally made during the first half of 2008, reported to 31 December 2007, and is reflected in these financial statements. The process is expected to be entirely concluded by the end of the current year, in accordance with the International Financial Reporting Standards ("IFRS").

Acquisition date 31 December 2007
Adjustments to Fair Fair
Book Value Value Value Book Value
Acquired net assets
Tangible and intangible assets (Note 9) 267,013,229 77,796,876 344,810,105 267,013,229
Stocks 34,475,424 (10,371,772) 24,103,652 34,475,424
Other assets 5,788,904 5,788,904 5,788,904
Cash and cash equivalents 1,347,294 1,347,294 1,347,294
Deferred tax liabilities 1,845,583 (5,406,243) (3,560,660) 1,845,583
Loans (83,038,919) (83,038,919) (83,038,919)
Other liabilities (150,218,081) (4,157,381) (154,375,462) (150,218,081)
77,213,434 57,861,480 135,074,914 77,213,434
Goodwill (Note 11) 57,802,012 450,397,819 504,847,714
Minority interests 59,468 (163,861) (104,393)
Purchase amount 57,861,480 585,308,872 581,956,755
Payments made 611,200,000 611,200,000
Amounts receivable as result of the price adjustment (30,113,103) (30,414,000)
Costs arising on acquisition 4,221,975 1,170,755
585,308,872 581,956,755
Net cash outflow arising from acquisition
Payments made 611,200,000 611,200,000
Costs arising on acquisition 4,221,975 1,170,755
Cash and cash equivalents purchased (1,347,294) (1,347,294)
Cash receipts resulting from the price adjustment (30,113,103) -
583,961,578 611,023,461

In the consolidated statements of cash flows for the six months period ended 30 June 2008, the caption "Cash receipts related to Investments" includes the price adjustment in the amount of 30,113,103 Euro.

9. TANGIBLE AND INTANGIBLE ASSETS

During the six months period ended 30 June 2008 and 2007 pro-forma, movements in Tangible and Intangible assets as well as depreciation and accumulated impairment losses, are made up as follows:

Tangible assets
Tangible Total
Land and Plant and assets Tangible
Buildings Machinery Others in progress Assets
Gross costs:
Opening balance as at 1 January 2008 1,549,793,886 1,434,332,293 304,444,152 176,493,351 3,465,063,682
Adjustments to fair value (Note 8) 52,144,720 25,447,540 (5,402,044) (925,928) 71,264,288
Opening balance as at 1 January 2008 adjusted 1,601,938,606 1,459,779,833 299,042,108 175,567,423 3,536,327,970
Capital expenditure 4,335,508 4,680,265 8,673,550 150,896,911 168,586,234
Disposals (248,876) (8,223,547) (10,467,403) (812,086) (19,751,912)
Exchange rate effect 12,437 46,933 24,392 83,762
Transfers 9,628,942 69,969,175 6,887,418 (107,560,499) (21,074,964)
Closing balance as at 30 June 2008 1,615,666,617 1,526,252,659 304,160,065 218,091,749 3,664,171,090
Accumulated depreciation
and impairment losses
Opening balance as at 1 January 2008 309,924,688 774,612,718 226,256,512 - 1,310,793,918
Adjustments to fair value (Note 8) (17,571,285) 15,536,400 (4,497,703) - (6,532,588)
Opening balance as at 1 January 2008 adjusted 292,353,403 790,149,118 221,758,809 - 1,304,261,330
Charge for the period 16,870,125 70,795,615 18,349,862 - 106,015,602
Disposals (21,373) (6,908,763) (10,189,612) - (17,119,748)
Exchange rate effect 6,408 14,964 3,725 - 25,097
Transfers (2,383,063) 734,131 (262,963) - (1,911,895)
Closing balance as at 30 June 2008 306,825,500 854,785,065 229,659,821 - 1,391,270,386
Carrying amount
As at 30 June 2008 1,308,841,117 671,467,594 74,500,244 218,091,749 2,272,900,704
Tangible assets
Tangible Total
Land and Plant and assets Tangible
Buildings Machinery Others in progress Assets
Gross costs:
Opening balance as at 1 January 2007 pro-forma 1,245,290,430 1,227,901,679 265,679,558 70,467,119 2,809,338,786
Capital expenditure 5,761,039 2,120,881 1,624,041 125,336,316 134,842,277
Disposals (21,766,608) (3,889,540) (1,629,023) (576,819) (27,861,990)
Exchange rate effect 457,737 88,338 61,741 13,065 620,881
Transfers 20,044,259 74,212,703 5,477,076 (101,532,559) (1,798,521)
Closing balance as at 30 June 2008 pro-forma 1,249,786,857 1,300,434,061 271,213,393 93,707,122 2,915,141,433
Accumulated depreciation
and impairment losses
Opening balance as at 1 January 2007 pro-forma 236,152,091 645,988,456 187,879,320 - 1,070,019,867
Charge for the period 15,132,630 60,110,139 13,720,662 - 88,963,431
Disposals (7,201,718) (2,796,184) (1,479,393) (11,477,295)
Exchange rate effect 12,735 19,515 18,979 - 51,229
Transfers (511,669) (198,467) (378,784) (1,088,920)
Closing balance as at 30 June 2008 pro-forma 243,584,069 703,123,459 199,760,784 - 1,146,468,312
Carrying amount
As at 30 June 2007 pro-forma 1,006,202,788 597,310,602 71,452,609 93,707,122 1,768,673,121

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

30 June 2008 30 June 2007
Pro-forma
Refurbishment and expansion of stores in
the retail segment located in Portugal
127,736,001 47,661,374
Projects of "Modelo" and "Continente" stores
for which advance payments were made
35,127,836 19,511,486
Deployment of mobile network 36,867,165 13,227,827
Deployment of fixed network 7,816,717 7,686,494
Others 10,544,030 5,619,941
218,091,749 93,707,122

The heading Transfers for the six mounts period ended 30 June 2008, includes 15,680,523 Euro related to assets that were reclassified to the caption "Non current assets held for sale". During the period, the Group disposed land and buildings held by a Brazilian subsidiary SM – Medicamentos, Ltda which were classified under the caption "Non current assets held for sale" as at 31 December 2007, generating a gain of, approximately, 9 million Euro recorded under the caption "Other operating income".

Intangible assets
Intangible Total
Patents and other assets Intangible
similar rights Others in progress Assets
Gross costs:
Opening balance as at 1 January 2008 274,917,793 340,533,967 21,477,187 636,928,947
Capital expenditure 96,263,221 1,212,384 13,826,367 111,301,972
Disposals (485) (359,713) (589,530) (949,728)
Exchange rate effect 72 95,250 - 95,322
Transfers 288,300 7,381,942 (7,982,669) (312,427)
Closing balance as at 30 June 2008 371,468,901 348,863,830 26,731,355 747,064,086
Accumulated depreciation
and impairment losses
Opening balance as at 1 January 2008 54,460,087 234,800,716 - 289,260,803
Charge for the period 11,902,585 15,148,795 - 27,051,380
Disposals (461) (352,944) - (353,405)
Exchange rate effect - 22,997 - 22,997
Transfers (410) (106) - (516)
Closing balance as at 30 June 2008 66,361,801 249,619,458 - 315,981,259
Carrying amount
As at 30 June 2008 305,107,100 99,244,372 26,731,355 431,082,827
Intangible assets
Intangible Total
Patents and other assets Intangible
similar rights Others in progress Assets
Gross costs:
Opening balance as at 1 January 2007 pro-forma 232,779,039 308,541,993 21,623,062 562,944,094
Capital expenditure 8,771,224 304,299 14,279,067 23,354,590
Disposals - (317,782) (330,296) (648,078)
Exchange rate effect 133 116,094 - 116,227
Transfers 1,436,945 10,037,011 (12,911,714) (1,437,758)
Closing balance as at 30 June 2007 pro-forma 242,987,341 318,681,615 22,660,119 584,329,075
Accumulated depreciation
and impairment losses
Opening balance as at 1 January 2007 pro-forma 35,798,979 207,227,948 - 243,026,927
Charge for the period 7,939,949 13,467,261 - 21,407,210
Disposals (261) (390,391) - (390,652)
Exchange rate effect - 5,123 - 5,123
Transfers 243,433 45,661 - 289,094
Closing balance as at 30 June 2007 pro-forma 43,982,100 220,355,602 - 264,337,702
Carrying amount
As at 30 June 2007 pro-forma 199,005,241 98,326,013 22,660,119 319,991,373

At 30 June 2008 and 2007, the Group has recorded under the heading "Patents and other similar rights" the amounts of 199,575,948 euro and 116,459,535 euro, respectively, that correspond to the investments net of depreciations made in the development of the UMTS network, including: (i) 67,506,482 euro (amount of 76,507,347 euro in 2007) relating to the license; (ii) 22,556,391 euro (amount of 25,563,910 euro in 2007) related to the agreement signed in 2002 between Oni Way and the other three mobile telecommunication operators in Portugal with UMTS licenses; (iii) 6,927,749 euro (amount of 7,851,441 euro in 2007) related to a contribution to the Information Society Fund, established in 2007, under an agreement entered into between the Ministry of Public Works, Transport and Communications ("Ministério das Obras Públicas, Transportes e Comunicações") and the three mobile telecommunication operators in Portugal; and (iv) 96,817,534 euro relating to the "Initiatives E" program, the latter relating to commitments assumed by the Group in the "Fund for Information Society" (Note 32).

Additionally, this heading also includes the fair value attributed to a group of brands with indefinite useful lives, among which the "Continente" brand, 75,000,000 euro (the same amount as at December 2007).

10. INVESTMENT PROPERTIES

Investment properties are recorded at fair value. These assets are owned by the shopping centres business and as such are consolidated using the proportional method.

As at 30 June 2008 and 31 December 2007, Investment properties are detailed as follows:

30 June 2008 31 December 2007
Investment properties in operation 1,907,896,584 1,868,656,061
Investment properties in progress 217,987,727 193,472,865
2,125,884,311 2,062,128,926

Investment properties in operation correspond to the fair value of the Group's share of shopping centres, which can be detailed as follows:

30 June 2008 31 December 2007
Amount Yield range Amount Yield range
Portugal 1,035,797,912 5.05% to 7.15% 1,038,302,637 4.90% to 7.00%
Spain 433,516,570 5.40% to 7.80% 454,290,823 5.00% to 6.90%
Germany 171,852,000 5.50% 172,792,000 5.50%
Brazil 114,503,852 8.00% to 9.25% 97,664,101 8.50% to 10.50%
Italy 132,193,250 5.05% to 6.40% 84,255,000 5.50% to 6.15%
Romania 20,033,000 7.00% 21,351,500 6.75%
1,907,896,584 1,868,656,061

The fair value of each investment property was determined by a valuation as at 30 June 2008, performed by an independent entity, based on valuation criteria generally accepted in the real estate business.

Value created on investment properties over the six months periods ended 30 June 2008 and 2007 pro-forma can be detailed as follows:

30 June 2008 30 June 2007
Pro-forma
Properties which were under development and were concluded
during the six months period 9,659,185 619,381
Changes in fair value of investment properties in operation (31,322,852) 102,154,516
Adjustments to construction cost estimates of properties under
development which were transferred to investment properties - -
(21,663,667) 102,773,897

As at 30 June 2008 and 31 December 2007, Investment properties in progress can be detailed as follows:

30 June 2008 31 December 2007
Portugal:
Arrábidashopping - expantion - 2,375,011
Alverca 3,015,652 2,995,036
Caldas da Rainha Shopping 1,037,420 1,192,538
Cacém Shopping 1,082,714 1,036,919
Torres Oriente e Ocidente 1,111,347 192,426
Setubal Retail Park 786,154 786,164
Parque de Famalicão 627,500 627,500
Others 309,017 1,220,554
Germany:
Loop 5 30,808,545 25,612,284
Alexa 7,320,992 7,320,992
Others 140,461 -
Brazil:
Manauara Shopping 10,535,224 5,628,846
Pátio Uberlândia 1,601,241 1,530,607
Others 345,515 -
Spain:
Plaza Mayor Shopping 22,444,108 17,733,934
Alfaz del Pí 9,803,421 -
Puerta Granada 5,222,156 5,746,847
Dos Mares - expantion 1,404,902 1,404,902
Greece:
Pantheon Plaza 13,651,801 13,855,607
Ioannina 11,296,401 10,395,799
Aegean Park 4,877,130 4,845,206
Galatsi Shopping 3,323,103 3,159,277
Italy:
Freccia Rossa - 32,263,488
Gli Orsi 37,451,838 23,397,730
Caldogno 4,472,414 4,138,655
Pavia 3,645,250 3,641,489
Le Terraze 1,654,296 1,891,179
Others 69,931 -
Romania:
Craiova 23,006,410 20,479,875
Ploiesti 16,942,784 -
217,987,727 193,472,865

As at 30 June 2008, the following investment properties were mortgaged:

8ª Avenida Loureshopping
Airone Luz del Tajo
C.C. Modelo de Albufeira Madeirashopping
Alexa Maiashopping
Algarveshopping Max Center
Arrabidashopping Munster Arkaden
Avenida M40 Norteshopping
Cascaishopping Parque Atlântico
Centro Colombo Parque Principado
Centro Vasco da Gama Plaza Éboli
Coimbrashopping Plaza Mayor
Dos Mares Plaza Mayor Shopping
El Rosal C.C. Continente de Portimão
Estação Viana Rio Sul
Freccia Rossa River Plaza Mall
Gaiashopping Serra Shopping
Galatsi Valecenter
Grancasa Valle Real
Guimarãeshopping Viacatarina
La Farga Zubiarte
Loop 5 Torre Ocidente
Torre Oriente

11. GOODWILL

During the six months period ended 30 June 2008 and 2007 pro-forma and the twelve months period ended 31 December 2007, movements in goodwill, as well as in corresponding impairment losses, were made up as follows:

30 June 2008 30 June 2007
Pro-forma
31 December 2007
Restated (Note 8)
Gross value:
Opening balance 693,049,656 228,273,461 264,411,899
New companies in the consolidation perimeter 1,800,257 1,830,401 477,403,248
Increases 18,114,550 1,749,761 30,035,581
Decreases (12,933,741) (10,274,740) (12,999,103)
Demerger - - (65,801,969)
Closing balance 700,030,722 221,578,883 693,049,656
Accumulated impairment
losses:
Opening balance 9,912,998 7,545,972 13,569,244
Increases - - 3,659,303
Decreases - - (7,315,549)
Closing balance 9,912,998 7,545,972 9,912,998
Carrying amount: 690,117,724 214,032,911 683,136,658

During the period, an adjustment to the goodwill value in the amount of (57,802,012) Euro was recorded resulting from the fair value allocation made to the accounts of the subsidiary Continente Hipermercados, S.A. (ex-Carrefour Portugal) acquired at 31 December 2007.

12. INVESTMENTS

As at 30 June 2008 and 2007 Pro-forma, this caption is made up as follows:

30 June 2008 30 June 2007
Pro-forma
Non current Current Non current Current
Investments in group companies, jointly controlled companies
or associated companies excluded from consolidation
Opening balance as at 1 January 9,376,193 - 3,130,999 -
Acquisitions in the period - - 660,000 -
Disposals in the period - - - -
Transfers (8,155,301) - - -
Closing balance as at 30 June 1,220,892 - 3,790,999 -
Accumulated impairment losses - - - -
1,220,892 - 3,790,999 -
Investments available for sale
Fair value (net of impairment losses) as at 1 January 2,678,964 56,093,108 145,795,375 33,211,904
Acquisitions in the period 18,750 5,219,106 - 181,185
Disposals in the period (25,000) (1,182,312) (113,045,429) (342,290)
Increase/(Decrease) in fair value (2,846,681) (595,921) - (1,935,523)
Transfers (Note 17) 23,762,678 2,014,342 2,530,210 2,580,373
Fair value (net of impairment losses) as at 30 June 23,588,711 61,548,323 35,280,156 33,695,649
Other Investments (Note 7) 24,809,603 61,548,323 39,071,155 33,695,649
Derivative financial instruments (Note 20)
Fair value as at 1 January - 3,976,816 - 49,458
Acquisitions in the period - - - 9,773
Disposals in the period - (1,971) - (49,458)
Increase/(Decrease) in fair value - 2,218,539 - 3,295,801
Fair value as at 30 June - 6,193,384 - 3,305,574
24,809,603 67,741,707 39,071,155 37,001,223

The financial investments in group companies, jointly controlled companies or associated companies excluded from consolidation are recorded at the acquisition cost net of impairment losses. It is Group understanding that no reliable fair value estimate could be made as there is no market data available for these investments. The heading of Investments available for sale includes 2,672,682 euro (35,280,156 euro in 30 June 2007 pro-forma) of investments recorded at the cost net of impairment losses for the same reasons.

The investments available for sale are net impairment losses (Note 24) amounting 26,314 euro (2,565,541 euro in 30 June 2007 pro-forma).

The caption Investments available for sale includes 56,094,121 euro (33,095,056 euro as non current and 33,095,056 euro as current on 30 June 2007) of deposits in an Escrow Account which are invested in investment funds with superior rating and guarantee contractual liabilities which may arise from the sale of the Brazilian subsidiaries in the Retail segment and for which provisions were recognized (Note 24).

13. OTHER NON CURRENT ASSETS

As at 30 June 2008 and 31 December 2007, Other non current assets are detailed as follows:

30 June 2008 31 December 2007
Gross Value Accumulated
losses impairment
(Note 24)
Carrying Amount Gross Value Accumulated losses
impairment (Note 24)
Carrying
Amount
Loans granted to related parties
Mundo Vip - Operadores Turísticos, SA 1,000,000 - 1,000,000 1,000,000 - 1,000,000
Cooper Gay (Holding) Limited 14,476,560 - 14,476,560 1,943,295 - 1,943,295
Others 209,967 (170,125) 39,842 346,654 (170,125) 176,529
15,686,527 (170,125) 15,516,402 3,289,949 (170,125) 3,119,824
Trade accounts receivable and other debtors
Legal deposits 819,521 - 819,521 792,644 - 792,644
Lisbon Town Councils 3,888,477 - 3,888,477 3,888,477 - 3,888,477
Malaga Town Councils 512,108 - 512,108 512,108 - 512,108
Rent deposits from tenants 5,020,458 - 5,020,458 4,394,235 - 4,394,235
Others 508,760 (131,446) 377,314 582,691 (131,446) 451,245
10,749,324 (131,446) 10,617,878 10,170,155 (131,446) 10,038,709
Non current derivatives (Note 20) 18,357,127 - 18,357,127 7,346,945 - 7,346,945
Total financial instruments 44,792,978 (301,571) 44,491,407 20,807,049 (301,571) 20,505,478
Reinsurer's' share of technical provisions (Note 24) 15,944,281 - 15,944,281 54,060,294 - 54,060,294
Other non current assets 50,978 - 50,978 50,977 - 50,977
60,788,237 (301,571) 60,486,666 74,918,320 (301,571) 74,616,749

14. TRADE DEBTORS AND OTHER CURRENT ASSETS

As at 30 June 2008 and 31 December 2007, Trade debtors and other current assets are detailed as follows:

30 June 2008 31 December 2007
Trade accounts receivable 312,749,326 315,058,659
Taxes recoverable 100,464,583 86,514,614
Trade suppliers - debit balances 53,081,355 46,822,333
Special regime for payment of tax and social security debts 14,576,053 14,576,053
VAT recoverable on retail estate assets 5,176,803 4,776,482
Vouchers and gift cards 4,965,967 1,971,192
Other debtors 37,925,406 27,983,812
Accounts receivable from the disposal of investments 11,630,818 4,328,720
Accounts receivable from the disposal of tangible fixed assets 9,564,196 790,575
Amount receivable regarding price adjustments of acquired
subsidiaries (Note 8)
- 30,414,000
Advances for real estate project acquisitions 7,500,000 -
Advances to suppliers 14,478,427 22,236,065
Accounts receivable related to reinsurance operations 20,088,109 9,072,963
Invoices to be issued 72,585,574 70,459,857
Commercial discounts 28,337,119 5,887,081
Commissions 1,872,866 6,260,720
Prepayments - Rents 8,750,494 3,833,921
Prepayments - external supplies and services 22,205,813 15,178,385
"Initiatives E" program 15,319,880 -
Other current assets 7,978,714 20,019,622
749,251,503 686,185,054
Accumulated impairment losses (Note 24) (99,434,774) (95,235,846)
649,816,729 590,949,208

15. DEFERRED TAX

Deferred tax assets and liabilities as at 30 June 2008 and 31 December 2007 can be detailed as follows, split between the different types of temporary differences:

Deferred tax assets Deferred tax liabilities
30 June 2008 31 December 2007
Restated
(Note 8)
30 June 2008 31 December 2007
Restated
(Note 8)
Difference between fair value and acquisition cost 3,400,404 5,503,979 310,651,072 307,198,707
Harmonisation adjustments 81,657 81,897 25,701,429 24,978,921
Provisions and impairment losses not accepted for tax purposes 14,124,478 12,900,045 - -
Write off of tangible and intangible assets 61,287,038 60,114,242 - -
Write off of deferred costs 42,520,616 41,026,618 2,409,354 2,097,786
Valuation of hedging derivatives 190,008 296,245 5,671,239 2,614,826
Revaluation of tangible assets - - 2,491,307 2,523,410
Tax losses carried forward 25,630,194 20,969,753 - -
Reinvested capital gains/(losses) - - 3,388,540 3,428,201
Others (413,183) 151,929 4,270,668 2,223,343
146,821,212 141,044,708 354,583,609 345,065,194

In accordance with the tax statements and tax estimates presented by companies that recorded deferred tax assets arising from tax losses carried forward, as at 30 June 2008 and 31 December 2007, and using exchange rates effective at that time, tax losses carried forward can be summarised as follows:

30 June 2008 31 December 2007
Tax losses carried
forward
Deferred tax
assets
Time limit Tax losses carried
forward
Deferred tax assets Time limit
With limited time use
Generated in 2002 12,343,361 3,085,839 2008 12,816,002 3,204,001 2008
Generated in 2003 11,431,383 2,857,845 2009 10,854,186 2,713,546 2009
Generated in 2004 4,793,922 1,198,481 2010 2,660,665 665,166 2010
Generated in 2005 8,850,900 2,212,725 2011 8,378,182 2,094,546 2011
Generated in 2006 12,221,776 3,055,444 2012 4,576,150 1,144,037 2012
Generated in 2007 3,982,270 995,810 2013 3,960,967 990,242 2013
Generated in 2008 3,174,972 793,744 2014
56,798,584 14,199,888 43,246,152 10,811,538
Without limited time use 7,069,360 1,944,406 6,783,431 1,922,301
With a time limit different from the above mentioned 31,978,904 9,485,900 27,620,047 8,235,914
39,048,264 11,430,306 34,403,478 10,158,215
95,846,848 25,630,194 77,649,630 20,969,753

As at 30 June 2008 and 31 December 2007, Deferred tax assets resulting from tax losses carried forward were re-assessed against each company's business plans, which are regularly updated, and available tax planning opportunities. Deferred tax assets have only been recognized to the extent that future taxable profits will arise which may be offset against available tax losses or against deductible temporary differences.

As at 30 June 2008 tax losses carried forward, amounting to 1,165,982,105 euro (1,013,542,711 euro at 31 December 2007), have not originated deferred tax assets for prudential reasons. These may be summarised as follows:

30 June 2008 31 December 2007
Tax losses carried
forward
Deferred tax
credit
Time limit Tax losses carried
forward
Deferred tax credit Time limit
With limited time use
Generated in 2002 426,239,118 106,559,778 2008 433,259,735 108,315,185 2008
Generated in 2003 40,471,180 10,117,796 2009 41,896,110 10,474,030 2009
Generated in 2004 21,723,512 5,430,878 2010 23,869,128 5,967,282 2010
Generated in 2005 54,904,363 13,726,091 2011 89,006,183 22,251,545 2011
Generated in 2006 60,356,933 15,089,234 2012 68,204,804 17,051,201 2012
Generated in 2007 106,845,874 26,711,469 2013 103,549,416 25,887,353 2013
Generated in 2008 20,663,272 5,165,818 2014
731,204,252 182,801,064 759,785,376 189,946,596
Without limited time use 29,764,921 8,800,178 34,124,969 10,101,615
With a time limit different from the above mentioned 405,012,932 116,800,623 219,632,366 63,700,019
1,165,982,105 308,401,865 1,013,542,711 263,748,230

16. CASH AND CASH EQUIVALENTS

As at 30 June 2008 and 31 December 2007, Cash and cash equivalents can be detailed as follows:

30 June 2008 31 December 2007
Cash at hand 6,014,333 6,482,624
Bank deposits 87,011,502 190,688,029
Treasury applications 23,732,840 89,230,800
Cash and cash equivalents on the balance sheet 116,758,675 286,401,453
Bank overdrafts (Note 19) (20,494,367) (10,775,881)
Cash and cash equivalents on the statement of cash flows 96,264,308 275,625,572

Bank overdrafts are disclosed in the balance sheet under Current bank loans.

17. SHARE CAPITAL

As at 30 June 2008, the share capital, which is fully subscribed and paid for, is made up of 2,000,000,000 ordinary shares, which do not have the right to a fixed dividend, with a nominal value of 1 euro each.

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

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

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

In this context, although legally all the rights and obligations inherent to these shares have been transferred to the buyer, Sonae SGPS, SA did not derecognize its own shares, recording a liability in the caption Other non-current liabilities (Note 21). According to the interpretation made by the Group of IAS 39, applied by analogy to own equity instruments, the derecognition of own shares is not allowed as the group maintains the risks and rewards arising on the instruments sold.

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

Due to the detach of Sonae Capital SGPS, SA demerger rights attributable to the 132,800,000 Sonae SGPS, SA shares subject of the above mentioned agreement, the Group recognized an asset measured at its' the fair value of those rights. This asset as not been derecognized as the Group also entered into a Cash Settled Equity Swap over the Sonae Capital SGPS, SA shares, and therefore a liability was recognized. Consequently, and in relation with this operation the full liability amount can be detailed as follows: market value of Sonae SGPS, SA shares amounting to 101,592,000 euro and market value of Sonae Capital SGPS, SA shares amounting to 20,916,000 euro.

These liabilities are adjusted at the end of each month by the effect of the change in Sonae, SGPS, S.A. or Sonae Capital, SGPS, S.A. share price, as applicable, being recognized an asset/liability in order to present the right/obligation related to the cash settlement of the operation that resets monthly (Notes 21 and 23).

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

The receivable amount arising on dividends distributed by the Company is credited to Equity in order to offset the charge of the distribution. The dividends attributable to the above mentioned share amount to 3,984,000 euro and were credited to Equity.

The number of shares taken into consideration to calculate earnings per share includes the shares referred to above as a deduction to the shares issued by the Company (Note 29).

As at 30 June 2008, the following entities held more than 20% of the subscribed share capital:

Entity %
Efanor Investimentos, SGPS, S.A. and associated companies 52.94

18. MINORITY INTERESTS

Movements in minority interests during the periods ended 30 June 2008 and 2007 pro-forma and 31 December 2007 are as follows:

30 June 2008 30 June 2007
Pro-forma
31 December 2007
Adjusted
(Note 8)
Opening balance as at 1 January 448,380,172 411,547,735 402,058,314
Dividends (3,352,350) (12,649,552) (21,887,082)
Exchange rate effect 191,096 273,839 373,748
Acquisition of subsidiaries - - (9,618,297)
Disposal of subsidiaries - - (2,171,988)
Demerger of Sonae Capital - - 9,310,396
Increase of capital and premium on subsidiaries 37,425,000 - -
Increased shareholding by acquisitions (12,666,733) (7,775,274) (8,454,103)
Decreased shareholding by disposals 39,778,232 - -
Changes in hedge and fair value reserves 4,065,021 (744,921) 868,668
Others 2,876,210 7,134,533 5,230,472
Profit for the period attributable to minority interests (14,304,574) 38,591,341 72,670,044
Closing balance 502,392,074 436,377,701 448,380,172

19. BORROWINGS

As at 30 June 2008 and 31 December 2007, Borrowings are made up as follows:

30 June 2008 31 December 2007
Outstanding amount Outstanding amount
Amount limit Current Non Current Amount limit Current Non Current
Bank loans
Sonae, SGPS, SA - commercial paper 350,000,000 29,000,000 - 350,000,000 - -
Sonae Distribuição, SGPS,SA - commercial paper 563,000,000 25,000,000 249,000,000 163,000,000 - -
a)b) Sonae Sierra subsidiaries 510,907,209 22,642,241 433,361,708 498,624,959 16,476,410 417,635,936
a)b)c) Sonae Sierra subsidiaries 508,144,816 9,152,078 452,840,527 452,885,624 5,971,751 401,044,158
Sonaecom SGPS, SA - commercial paper 250,000,000 - 207,500,000 250,000,000 - 225,000,000
Continente Hipermercados SA - commercial paper 80,000,000 80,000,000 - 80,000,000 80,000,000 -
Sonae Investments BV 32,154,000 1,537,735 - 32,154,000 4,613,205 -
Others 2,388,915 22,428,276 12,047,631 22,532,078
169,720,969 1,365,130,511 119,108,997 1,066,212,172
Bank overdrafts (Note 16) 20,494,367 - 10,775,881 -
Up-front fees bearded with the issuance of borrowings (691,700) (6,843,142) (677,170) (6,521,094)
Bank loans 189,523,636 1,358,287,369 129,207,708 1,059,691,078
Bonds:
Bonds Sonae / 05 - 100,000,000 - 100,000,000
Bonds Sonae 2006/2011 - 250,000,000 - 250,000,000
Bonds Sonae 2007/2014 - 150,000,000 - 150,000,000
Bonds Modelo Continente / 2003 - 82,000,000 - 82,000,000
Bonds Modelo Continente / 2004 100,000,000 - - 100,000,000
Bonds Modelo Continente 2005/2010 - 64,925,000 - 64,925,000
Bonds Modelo Continente 2005/2012 - 150,000,000 - 150,000,000
Bonds Modelo Continente 2007/2012 - 200,000,000 - 200,000,000
Bonds Modelo Continente 2007/2015 - 200,000,000 - 200,000,000
Bonds Modelo Continente 2007/2016 - 310,000,000 - 310,000,000
Bonds Sonaecom / 2005 - 150,000,000 - 150,000,000
Up-front fees bearded with the issuance of borrowings (71,388) (11,187,670) - (12,074,291)
Bonds 99,928,612 1,645,737,330 - 1,744,850,709
Other loans 24,952 267,948 36,229 276,330
Derivative instruments (Note 20) 176,711 610,213 363,463 828,199
Other loans 201,663 878,161 399,692 1,104,529
Obligations under finance leases 6,059,316 22,234,731 8,709,711 23,470,674
295,713,227 3,027,137,591 138,317,111 2,829,116,990

a) These amounts are proportionate considering the percentage held by the group;

b) These loans are guaranteed by mortgages of investment properties held by these affiliated companies;

c) These loans are guaranteed by a pledge of shares held in those affiliated companies;

Interest rate of the bonds are equal to Euribor 6 months plus a spread between 0.25% and 1.15%.

Bank loans bear interests at market rates based on Euribor for each interest payment term, therefore the fair value of bank loans are estimated to be similar to their market value.

The derivative instruments are recorded at fair value (Note 20).

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

30 June 2008 31 December 2007
N+1 296,299,604 138,630,818
N+2 56,241,952 123,716,946
N+3 417,763,736 226,053,892
N+4 114,201,637 357,710,073
N+5 793,728,337 528,494,772
After N+5 1,662,622,528 1,610,908,493
3,340,857,794 2,985,514,994

20. DERIVATIVES

Exchange rate derivatives

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

The Group contracted several exchange rate forwards and options in order to manage its exchange rate exposure.

As at 30 June 2008, the fair value of exchange rate derivatives, calculated based on present market value of equivalent financial instruments, is of 175,879 euro included in Current liabilities (281,123 euro as of 31 December 2007) and 2,206,803 euro on the caption Current investments (2,151,335 euro as at 31 December 2007). From the total amount registered in Assets, 2,174,839 euro refers to exchange rate derivative transactions (Non Deliverable Forwards - "NDF") entered into during 2008 in order to hedge the exchange rate exposure as consequence of the share purchase agreement with the Sonae Sierra partner in Brazil (DDR), to reinvest the amount of 300,000,000 Brazilian Real until the end of 2009. The notional of the NDF amounts to 115.042.000 Brazilian Real.

The non-deliverable forward foreign exchange contracts (NDFs) are stated at their fair value at the balance sheet date, in accordance with a valuation made by the bank with which the NDF were contracted.

The computation of the fair value of these financial instruments was made taking into consideration the present value at balance sheet date of the forward settlement amount of the relevant NDF contract. The settlement amount considered in the valuation, is equal to the reference currency notional amount (foreign currency) multiplied by the difference between the contracted forward exchange rate and the forward exchange market rate to the settlement date as at the valuation date.

Losses in the period arising from changes in the fair value of instruments that do not qualify for hedging accounting treatment were recorded directly in the income statement in the caption Net financial expenses.

Interest rate derivatives

As at 30 June 2008, derivatives used by the Group refer essentially to interest rate options ("cash flow hedges"). These were negotiated to hedge the interest rate risk of loans amounting to 1,409,127,391 euro (1,302,514,561 euro as at 31 December 2007). The fair value of these derivatives amounts to 21,733,495 euro (8,344,227 euro as at 31 December 2007), and is disclosed as assets amounting to 22,343,708 euro (9,172,426 euro as at 31 December 2007) and as liabilities amounting to 610,213 euro (828,199 euro as at 31 de December de 2007). As at 30 June 2008, 832 euro of the amount disclosed as liabilities (82,340 euro as at 31 December 2007) relates to derivatives on loans which no longer qualify as hedging derivatives, although continuing to hedge interest risks.

These interest rate derivatives are valued at fair value, at the balance sheet date, based on valuations performed by the Group using specific software and on external valuations when this software does not deal with specific instruments. The fair value of swaps was calculated, as at the balance sheet date, based on the discounted cash flow of the difference between the fixed interest rate of the fixed leg and the indexed variable interest rate inherent to the variable leg. The calculation of the fair value of options was based on the "Black-Scholes" and similar models.

Interest rate and exchange rate derivatives

As at 30 June 2008 no contracts existed related to interest rate and exchange rate derivatives.

Fair value of derivatives

The fair value of derivatives is detailed as follows:

Assets Liabilities
30 June 2008 31 December 2007 30 June 2008 31 December 2007
Derivatives not qualified as hedging
Exchange rate 2,176,352 2,151,335 175,879 281,123
Interest rate - - 832 82,340
Hedging derivatives
Exchange rate 30,451 - - -
Interest rate 22,343,708 9,172,426 610,213 828,199
Interest and exchange rate - - - -
Other derivatives - - - -
24,550,511 11,323,761 786,924 1,191,662

21. OTHER NON CURRENT LIABILITIES

As at 30 June 2008 and 31 December 2007, Other non current liabilities were made up as follows:

30 June 2008 31 December 2007
Shareholder loans 16,052,172 24,107,894
Fixed assets suppliers 13,049,585 11,597,003
"Initiatives E" program (Note 32) 72,422,000 -
Other non current liabilities 135,258,610 277,318,229
236,782,367 313,023,126

The caption Other non-current liabilities includes the amount of 122,508,000 euro (263,059,508 euro as at 31 December 2007) related to the fair value of the derivative on Sonae SGPS, SA shares referred to in Note 17.

22. SHARE-BASED PAYMENTS

In 2008 and in previous years, the Sonae Group granted deferred performance bonuses to its directors and eligible employees. These are either based on shares to be acquired at nil cost, three years after they were attributed to the employee, or based on share options with the exercise price equal to the share price at the grant date, to be exercised three years later. In both cases, the acquisition can be exercised during the period commencing on the third anniversary of the grant date and the end of that year. The company has the choice to settle in cash instead of shares. The option can only be exercised if the employee still works for the Group on the vesting date.

As at 30 June 2008 and 31 December 2007, the market value of total liabilities arising from share-based payments, which have not yet vested, may be summarised as follows:

Grant Vesting Number of Fair value
year year participants 30 June 2008 31 December 2007
Shares
2005 2008 67 - 8,956,701
2006 2009 453 4,152,727 7,472,751
2007 2010 481 3,908,270 7,856,374
2008 2011 494 3,728,836 -
Total 11,789,833 24,285,826

As at 30 June 2008 and 31 December 2007 the financial statements include the following amounts corresponding to the period elapsed between the date of granting and those dates for each deferred bonus plan, which has not yet vested:

30 June 2008 31 December 2007
Staff costs (681,037) 12,906,145
Recorded in previous years 8,429,243 4,368,199
7,748,206 17,274,344
Other liabilities 7,748,206 17,274,344

23. TRADE CREDITORS AND OTHER CURRENT LIABILITIES

As at 30 June 2008 and 31 December 2007, Trade creditors and other current liabilities were made up as follows:

30 June 2008 31 December 2007
Trade creditors 852,161,633 988,803,378
Shareholders 5,118,874 30,616,400
Fixed asset suppliers 76,390,575 97,446,196
Creditors related with reinsurance operations 14,340,555 84,767
Other accounts payable 52,369,821 41,501,888
Taxes and contributions payable 43,575,076 62,131,632
Effect of changes in the share price of Sonae
SGPS and Sonae Capital (Note 17)
41,832,000 10,624,000
Vouchers 14,387,783 13,182,904
Property investments accruals 10,522,401 27,231,695
Fixed assets accrued costs 25,462,194 23,507,992
"Initiatives E" program (Note 32) 17,557,099 -
Holiday pay and bonuses 101,369,372 103,767,265
Interest payable 34,718,062 33,975,996
Invoices to be issued 60,159,404 67,830,234
Commissions 6,748,199 7,922,541
Marketing expenses 14,868,204 27,152,426
Other external supplies and services 50,687,694 49,632,490
Accrued income - trade debtors 10,267,500 9,802,707
Accrued income - rents 5,535,952 5,260,081
Prepaid minutes not yet used 17,978,221 36,572,193
Others 49,964,222 47,363,909
1,506,014,841 1,684,410,694

24. PROVISIONS AND ACCUMULATED IMPAIRMENT LOSSES

Movements in Provisions and impairment losses over the six months period ended 30 June 2008 and 2007 pro-forma were as follows:

Balance as at
31 December 2007
Adjustments to
fair value
Balance as at
31 December 2007
restated (Note 8)
Increase Decrease Balance as at
30 June 2008
Accumulated impairment losses on investments (Note 12) 26,314 - 26,314 - - 26,314
Accumulated impairment losses on other non current assets (Note
13)
301,571 - 301,571 - - 301,571
Accumulated impairment losses on trade account receivables and
other debtors (Note 14)
95,235,848 - 95,235,848 8,859,235 (4,660,309) 99,434,774
Accumulated impairment losses on inventories 24,759,431 - 24,759,431 9,585,449 (8,072,188) 26,272,692
Non current provisions 107,984,226 2,600,000 110,584,226 9,739,308 (45,954,614) 74,368,920
Current provisions 2,295,457 370,500 2,665,957 - (105,473) 2,560,484
230,602,847 2,970,500 233,573,347 28,183,992 (58,792,584) 202,964,755
Balance as at
31 December 2006
Increase Decrease Balance as at
30 June 2007
Pro-forma
Accumulated impairment losses on investments (Note 12) 2,565,541 - - 2,565,541
Accumulated impairment losses on other non current assets 131,445 5,000 - 136,445
Accumulated impairment losses on trade account receivables and
other debtors
85,764,579 5,291,610 (4,985,271) 86,070,918
Accumulated impairment losses on inventories 17,664,557 1,373,242 (487,010) 18,550,789
Non current provisions 42,812,924 6,129,529 (1,869,451) 47,073,002
Current provisions 1,156,389 7,131,139 (24,707) 8,262,821
150,095,435 19,930,520 (7,366,439) 162,659,516

As at 30 June 2008 and 2007 pro-forma and 31 December 2007, Provisions can be analysed as follows:

30 June 2008 30 June 2007
Pro-forma
31 December 2007
Technical provisions on reinsurance 23,538,815 - 61,137,164
Expenses to be incurred with the sale of the
Brazilian subsidiaries
14,477,594 23,116,622 14,628,032
Dismantling of telecommunication sites 19,266,280 17,748,220 18,888,140
Judicial claims 16,791,684 6,119,157 13,505,779
Others 2,855,031 8,351,824 2,120,568
76,929,404 55,335,823 110,279,683

Amounts included in "Technical provisions of reinsurance" relate to a group captive company that operates in the non-life reinsurance industry. The provision amount can be detailed as follows: 13,275,705 euro (5,650,956 euro as at 31 December 2007) related to provisions for non-acquired insurance premiums and 10,263,110 euro (55,486,208 euro as at 31 December 2007) related to provisions for claims outstanding. The amount to be recovered from reinsurance companies is recorded in the caption "Reinsurer's' share of technical provisions" (Note 13).

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

25. CONTINGENT ASSETS AND LIABILITIES

As at 30 June 2008 and 31 December 2007, major contingent liabilities were guarantees given are as follows:

30 June 2008 31 December 2007
Guarantees given:
on tax claims 133,095,162 92,198,572
on judicial claims 1,962,798 1,907,032
on municipal claims 19,323,768 11,687,093
others 72,794,599 71,897,604

The heading Others includes the following guarantees:

  • 31,186,807 euro (23,861,474 euro as at 31 December 2007) to guarantee part of the debt of Sonae Sierra affiliates related with the purchase, sale and exchange of land;

  • 30,103,294 euro (35,800,646 euro as at 31 December 2007) related to VAT reimbursement requests.

During 2007, a retail segment company in Brazil granted a guarantee of 26,111,620 euro (65,570,840 brazilian real) on a tax claim, which is being judged by tax courts.

As a consequence of the sale of a subsidiary company in Brazil, the Group guaranteed the buyer all the losses incurred by that company arising on unfavourable decisions not open for appeal, concerning tax lawsuits on transactions that took place before the sale date (13 December 2005) and that exceed 40 million euro. As at 31 December 2007, the amount claimed by the Brazilian Tax Authorities concerning the tax lawsuits still in progress, which the company's lawyers assess as having a high probability of loss, amounted to nearly 24 million euro.

Furthermore, there are other tax lawsuits totalling 80 million Euro for which the Board of Directors, based on the lawyers' assessment, understand will not imply losses to the sold subsidiary above the referred 40 million Euro, using the exchange rate of 31 December 2007. During the first semester of 2008 there were no relevant changes in the above mentioned processes.

No provision has been registered to face risks arising from events related to guarantees given, as the Board of Directors considers that no liabilities will result for the Group.

26. RELATED PARTIES

Balances and transactions with related parties are detailed as follows:

Sales and services rendered Purchases and services obtained
Transactions 30 June 2008 30 June 2007
Pro-forma
30 June 2007 30 June 2008 30 June 2007
Pro-forma
30 June 2007
Parent company and group companies excluded
from consolidation
23,480,456 23,412,496 26,331,184 14,873 46,261 46,261
Jointly controlled companies 7,254,131 7,046,649 17,377,462 8,069,090 7,643,157 8,265,158
Associated companies 923,320 352,423 847,073 5,264,651 2,245,604 9,726,468
Other partners in Group companies 5,376,507 5,156,362 26,284,016 22,306,703 18,956,752 7,868,306
37,034,414 35,967,930 70,839,735 35,655,317 28,891,774 25,906,193
Interest income Interest expenses
Transactions 30 June 2008 30 June 2007
Pro-forma
30 June 2007 30 June 2008 30 June 2007
Pro-forma
30 June 2007
Parent company and group companies excluded
from consolidation
- - - - - 62,860
Jointly controlled companies 12,325 134,449 134,449 - 530,744 569,512
Associated companies 24,282 138,958 3,863 - - -
Other partners in Group companies 39,505 3,384,382 45,949 1,418,745 1,637,154 1,324,662
76,112 3,657,789 184,261 1,418,745 2,167,898 1,957,034
Accounts receivable Accounts payable
Balances 30 June 2008 31 December 2007 30 June 2008 31 December 2007
Parent company and group companies excluded
from consolidation
10,178,582 11,915,663 17,554 18,659
Jointly controlled companies 3,647,196 2,744,092 3,459,707 5,300,970
Associated companies 2,387,166 1,856,039 1,174,914 2,231,505
Other partners in Group companies 4,074,714 5,787,280 16,760,574 28,092,208
20,287,658 22,303,074 21,412,749 35,643,342
Loans
Obtained Granted
Balances 30 June 2008 31 December 2007 30 June 2008 31 December 2007
Parent company and group companies excluded
from consolidation
- - - -
Jointly controlled companies - - - 63,427
Associated companies - - - -
Other partners in Group companies 10,039,204 44,297,395 20,112 15,475
10,039,204 44,297,395 20,112

The caption "Other partners in Group companies" includes Sonae Industria, SGPS, SA and Sonae Capital, SGPS, SA affiliated, associated and jointly controlled companies and also other shareholders of affiliated companies or jointly controlled companies of Sonae Group, as well as other affiliated companies of the parent company Efanor Investimentos, SGPS, SA.

27. INCOME TAX

As at 30 June 2008, 2007 and 2007 pro-forma, Income tax is detailed as follows:

30 June 2008 30 June 2007
Pro-forma
30 June 2007
Current tax 8,806,829 9,446,629 11,934,739
Deferred tax (8,628,110) 32,856,242 28,599,394
178,719 42,302,871 40,534,133

28. RECONCILIATION OF CONSOLIDATED NET PROFIT

As at 30 June 2008, 2007 pro forma and 2007, the reconciliation of consolidated net profit can be analysed as follows:

30 June 2008 30 June 2007
Pro-forma
30 June 2007
Aggregate net profit 421,144,785 1,011,329,317 956,478,732
Use of the proportionate method (80,872,901) (299,141,005) (299,141,005)
Harmonisation adjustments 99,774,524 (51,689,114) (56,326,068)
Elimination of intragroup dividends (437,785,340) (192,728,807) (199,573,798)
Elimination of intragroup capital gains and losses 1,217,095 (312,411,561) (316,337,684)
Elimination of intragroup provisions 4,573,720 - (1,430,000)
Consolidation adjustments to gains/(losses) 1,649,695 (14,706,237) 52,675,778
on sales of investments
Others 211,891 (1,694,991) 4,863,916
Consolidated net profit for the period 9,913,469 138,957,602 141,209,871

29. EARNINGS PER SHARE

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

30 June 2008 30 June 2007 Pro-forma 30 June 2007
2nd Quarter Total 2nd Quarter Total 2nd Quarter Total
Net profit
Net profit taken into consideration to calculate
basic earnings per share (consolidated profit for
the period)
12,077,476 24,218,043 89,553,437 100,366,258 87,333,269 102,006,054
Effect of dilutive potential shares
Interest related to convertible bonds (net of tax)
-
-
-
-
-
-
Net profit taken into consideration to calculate
diluted earnings per share
12,077,476 24,218,043 89,553,437 100,366,258 87,333,269 102,006,054
Number of shares
Weighted average number of shares used to
calculated basic earnings per share
Effect of dilutive potential ordinary shares from
1,867,200,000 1,867,200,000 1,866,704,534 1,866,642,981 1,866,704,534 1,866,642,981
convertible bonds - - -
Weighted average number of shares used to
calculated diluted earnings per share
1,867,200,000 1,867,200,000 1,866,704,534 1,866,642,981 1,866,704,534 1,866,642,981
Earnings per share (basic and diluted) 0.006468 0.012970 0.047974 0.053768 0.046785 0.054647

There are no convertible instruments on Sonae, SGPS shares, hence there is no dilutive effects.

30. DIVIDENDS

In the Shareholders Annual General Meeting held on 21 April 2008, the payment of a gross dividend of 0.03 euro per share (0.03 euro per share in 2007) corresponding to a total of 60,000,000 euro (55,997,442.84 euro in 2007) was approved. On 21 April 2008 the amount related with dividends attributable to the shares underlying the derivative mentioned in Note 17 amounted to 3,984,000 euro. This amount was credited in equity.

31 SEGMENT INFORMATION

In 2008 and 2007, the following were identified as business segments:

  • Retail
  • Shopping Centres
  • Telecommunications
  • Holding and Others

The contribution of the business segments to the income statement for the six months periods ended at 30 June 2008 and 2007 Pro-forma can be detailed as follows:

30 June 2008
Shopping Holding Consolidation
Retail Centres Telecommunications and Others Adjustments Consolidated
Operating income
Sales 1,813,642,729 - 38,979,029 - - 1,852,621,758
Services rendered 61,352,105 84,702,439 426,967,276 11,019,629 - 584,041,449
Value created on investment properties - (21,663,667) - - - (21,663,667)
Other operating income 187,574,698 9,693,742 10,744,162 272,169 782,507 209,067,278
2,062,569,532 72,732,514 476,690,467 11,291,798 782,507 2,624,066,818
Inter-segment income 15,833,824 1,461,544 6,039,712 872,285 (24,207,365) -
2,078,403,356 74,194,058 482,730,179 12,164,083 (23,424,858) 2,624,066,818
Operating cash-flow (EBITDA) 126,654,940 22,457,161 73,391,497 (157,804) (62,365) 222,283,429
Depreciation and amortisation 54,471,344 534,037 75,997,855 214,373 1,849,368 133,066,977
Provisions and impairment losses 2,313,905 2,859,472 6,312,320 - 54,534 11,540,231
Operating profit (EBIT) 70,104,210 19,135,637 (8,770,088) (400,117) (1,911,343) 78,158,299
Financial profit/(loss) (31,446,961) (21,538,857) (7,900,131) (16,704,734) (4,825) (77,595,508)
Share of results of associated undertakings - - - - 1,302,927 1,302,927
Investment income 150,169 7,389,874 - 109,873,210 (109,186,783) 8,226,470
Profit before income tax 38,807,418 4,986,654 (16,670,219) 92,768,359 (109,800,024) 10,092,188
Income tax 425,636 (4,567,649) 4,957,606 (1,023,252) 28,940 (178,719)
Net profit for the period 39,233,054 419,005 (11,712,613) 91,745,107 (109,771,084) 9,913,469
- attributable to equity holders of Sonae 24,218,043
- attributable to minority interests (14,304,574)
30 June 2007 Pro-forma
Shopping Holding Consolidation Consolidated
Retail Centres Telecommunications and Others Adjustments Pro-forma
Operating income
Sales 1,429,984,523 - 34,129,074 - - 1,464,113,597
Services rendered 60,567,147 67,725,285 373,936,475 5,849,370 - 508,078,277
Value created on investment properties - 102,773,897 - - - 102,773,897
Other operating income 143,294,996 5,705,185 7,655,738 365,274 (2,352,897) 154,668,296
1,633,846,666 176,204,367 415,721,287 6,214,644 (2,352,897) 2,229,634,067
Inter-segment income 13,219,141 3,505,882 3,022,569 521,856 (20,269,448) -
1,647,065,807 179,710,249 418,743,856 6,736,500 (22,622,345) 2,229,634,067
Operating cash-flow (EBITDA) 116,067,599 131,534,269 77,930,897 (2,848,962) (1,243,945) 321,439,858
Depreciation and amortisation 42,569,302 474,609 67,059,657 213,536 53,536 110,370,640
Provisions and impairment losses 181,530 7,445,052 5,279,304 - (39) 12,905,847
Operating profit (EBIT) 73,764,252 123,718,761 5,946,569 (3,062,498) (1,297,440) 199,069,644
Financial profit/(loss) (17,308,829) (7,615,683) (10,916,321) (13,951,147) (38,874) (49,830,854)
Share of results of associated undertakings - - - - 898,779 898,779
Investment income (4,650,073) 23,910,706 2,763,388 94,209,482 (85,110,599) 31,122,904
Profit before income tax 51,805,350 140,013,784 (2,206,364) 77,195,837 (85,548,134) 181,260,473
Income tax (3,261,866) (36,133,589) (2,461,319) (459,630) 13,533 (42,302,871)
Net profit for the period 48,543,484 103,880,195 (4,667,683) 76,736,207 (85,534,601) 138,957,602
- attributable to equity holders of Sonae 100,366,258
- attributable to minority interests 38,591,344

The contribution of the major business segments to the consolidated balance sheets as at 30 June 2008 and 31 December 2007 can be detailed as follows:

30 June 2008
Shopping Holding Consolidation
Retail Centres Telecommunications and Others Adjustments Consolidated
Fixed assets
Intangible 154,189,127 3,348,569 279,125,720 88,402 (5,668,991) 431,082,827
Tangible 1,724,791,711 1,603,964 535,145,679 1,744,789 9,614,561 2,272,900,704
Investment properties - 2,126,447,200 - - (562,889) 2,125,884,311
Goodwill - - - - 690,117,724 690,117,724
Investments 43,887,151 15,731,235 7,102,202 43,777,864 (15,204,747) 95,293,705
Deferred tax assets 26,349,074 13,505,211 106,986,289 28,223 (47,585) 146,821,212
Other assets 717,409,915 109,751,723 345,001,132 67,455,634 (19,071,401) 1,220,547,003
Cash, Cash Equivalents and Current Investments 111,732,211 46,118,637 6,928,032 18,235,635 1,485,867 184,500,382
Total assets 2,778,359,189 2,316,506,539 1,280,289,054 131,330,547 660,662,539 7,167,147,868
Non current liabilities
Borrowings 1,255,074,354 903,041,086 373,052,201 497,310,122 (1,340,172) 3,027,137,591
Deferred tax liabilities 45,426,582 305,404,554 708,186 2,999,235 45,052 354,583,609
Other non current liabilities 30,063,376 32,997,499 104,619,370 150,137,086 (6,666,044) 311,151,287
Current liabilities
Borrowings 226,592,085 33,520,917 1,726,753 33,886,571 (13,099) 295,713,227
Other current liabilities 937,671,398 118,709,124 393,510,834 78,760,313 (20,076,344) 1,508,575,325
Total liabilities 2,494,827,795 1,393,673,180 873,617,344 763,093,327 (28,050,607) 5,497,161,039
Total investment 132,751,222 81,340,737 162,103,334 24,965,185 - 401,160,478
Gross Debt 1,481,666,439 936,562,003 374,778,954 531,196,694 (1,353,273) 3,322,850,817
Net Debt 1,369,934,229 890,443,366 367,850,922 512,961,059 (2,839,140) 3,138,350,436
31 December 2007
Shopping Holding Consolidation
Retail Centres Telecommunications and Others Adjustments Consolidated
Fixed assets
Intangible 154,559,265 3,553,684 192,416,571 118,561 (2,979,937) 347,668,144
Tangible 1,686,690,440 1,176,095 533,165,965 1,391,131 9,643,011 2,232,066,642
Investment properties - 2,062,673,604 - - (544,678) 2,062,128,926
Goodwill - - - - 683,136,658 683,136,658
Investments 43,887,151 20,359,968 7,102,202 22,861,867 (8,607,391) 85,603,797
Deferred tax assets 27,725,259 12,212,701 101,118,096 37,213 (48,561) 141,044,708
Other assets 626,308,962 77,482,995 320,676,431 78,948,664 39,686,914 1,143,103,966
Cash, Cash Equivalents and Current Investments 125,062,227 34,994,583 83,851,612 101,744,777 818,178 346,471,377
Total assets 2,664,233,304 2,212,453,630 1,238,330,877 205,102,213 721,104,194 7,041,224,218
Non current liabilities
Borrowings 1,106,503,697 836,262,512 391,596,174 497,000,804 (2,246,197) 2,829,116,990
Deferred tax liabilities 43,211,172 299,080,440 284,402 2,416,071 73,109 345,065,194
Other non current liabilities 31,581,199 32,739,640 30,393,470 328,573,323 319,720 423,607,352
Current liabilities
Borrowings 90,935,924 38,433,460 2,550,499 6,411,526 (14,298) 138,317,111
Other current liabilities 1,117,111,379 149,590,790 396,728,752 35,201,242 (11,555,512) 1,687,076,651
Total liabilities 2,389,343,371 1,356,106,842 821,553,297 869,602,966 (13,423,178) 5,423,183,298
Total investment 800,086,030 411,103,512 235,657,425 124,438,780 - 1,571,285,747
Gross Debt 1,197,439,621 874,695,972 394,146,673 503,412,330 (2,260,495) 2,967,434,101
Net Debt 1,072,377,395 839,706,865 310,295,061 401,667,553 (3,084,150) 2,620,962,724

32. COMMITMENTS ASSOCIATED TO "INFORMATION SOCIETY"

Under the agreed terms resulting from the grant of the UMTS License, Sonaecom – Serviços de Comunicações (Optimus at the time) committed to contribute to the promotion and development of a 'Information Society' in Portugal. The total amount of the obligations assumed arose to 274 million euro, part of these commitments (up to 116 million euro), will be realised as agreed between Sonaecom - Serviços de Comunicações and MOPTC, through contributions to the "Initiatives E" project (modem offers, discounts on tariffs, cash contributions, among others, assigned to the widespread use of broadband internet for students and teachers). These contributions are made through an open fund, called 'Fund for the Information Society', established by the three mobile operators with businesses in Portugal. The success of this project, initiated in the end of 2007, was dependent on the beneficiaries' participation to the various initiatives (e-opportunities, e-school and e-teacher) and could have been subject to revision during a period of 12 months, i.e., until June 2008. As at 31 December 2007, it was not possible to estimate in a reliable way the success of this project, and therefore, at that date it was not possible to produce a secure and reliable estimate of the responsibilities to be recognized.

Taking in consideration the success of the project during the first semester of 2008, Sonaecom considered that were in place conditions to produce a reliable estimate of the total responsibilities associated with "Initiatives E" project. The present value of these responsibilities is 89 million euro and the costs incurred in the period amount to 6 million euro. Therefore, such responsibilities were recorded as an increase in the caption "Patent and other similar rights" (Note 9), against an entry in the caption "Other non current liabilities" (Note 21) and "Other current liabilities" (Note 23).

33 SUBSEQUENT EVENTS

Resulting from the acquisition of the exclusive control of Carrefour (Portugal) and according to the terms imposed by the decision of non-opposition by the Portuguese Competition Authority ("Autoridade da Concorrência"), Sonae Distribuição committed to several actions, which included the obligation to dispose assets in the regions of Coimbra and Portimão.

In the fulfilment of those commitments, on the 14th of July 2008, Sonae Distribuição signed with Auchan, a contract for the disposal of Modelo of Eiras and Lagoa, as well as a tangible asset (Land) in Condeixa for which the installation of Modelo, Worten and Modalfa stores was already authorized.

On 22 July 2008, Sonae Distribuição announced the agreement established with RAR Group to join both group's travel operations, Geotur and Star, creating a new company which will be held in equal parts and with joint management. The operation is still waiting decision of non-opposition from the Portuguese Competition Authority ("Autoridade da Concorrência").

On 25 July 2008, Sonae Sierra, SGPS, SA issued a private subscription bond loan, amounted to 75 million euro, unsecured, for 5 years, organized by Caixa - Banco de Investimento.

On 28 July 2008 Sonae Sierra, SGPS, SA has concluded an additional sale of the share capital of SPF - Sierra Portugal Real Estate (SPF) corresponding to 8.3% of its share capital. With this closing, Sonae Sierra's interest in the SPF has decreased to approximately 42%.

On 25 August 2008, Sonae Distribuição, SGPS, SA. announced that has signed an acquisition agreement of Boulanger España – a Spanish retail company, specialized in consumer electronics, for an Enterprise Value of 25 million euros. The transaction involves the acquisition of: (i) a 9 store portfolio, in the main population centres of Spain, with a total of 22,000 m2 of sales area and a turnover of more than 100 million euro; (ii) a logistics warehouse; (iii) 3 licensed projects for near future openings; and (iv) the acquisition of 3 real estate assets, concerning 3 stores under operation with a total of 12.000 m2 of Gross Commercial Area.

34 APPROVAL OF THE FINANCIAL STATEMENTS

The accompanying consolidated financial statements were approved by the Board of Directors and authorized for issue on 26 August 2008.

The Board of Directors

Belmiro de Azevedo

Álvaro Cuervo Garcia

Michel Marie Bon

José Neves Adelino

Duarte Paulo Teixeira de Azevedo

Álvaro Carmona e Costa Portela

Ângelo Gabriel Ribeirinho dos Santos Paupério

Nuno Manuel Moniz Trigoso Jordão

INDIVIDUAL FINANCIAL STATEMENTS

COMPANY BALANCE SHEETS AS AT 30 JUNE 2008 AND 2007 AND AS AT 31 DECEMBER 2007

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

(Amounts expressed in euro)

ASSETS Notes 30.June.2008 30.June.2007 31.December.2007
NON CURRENT ASSETS:
Tangible and intangible assets 92,419 118,957 94,573
Investments 4 2,575,739,131 2,874,038,232 2,567,941,218
Other non current assets 5 1,289,829,182 1,697,538,948 1,086,871,182
Total Non Current Assets 3,865,660,732 4,571,696,137 3,654,906,973
CURRENT ASSETS:
Trade account receivables and other current assets 6 64,205,887 181,502,986 97,569,972
Cash and cash equivalents 7 355,110 196,730,687 88,356,998
Total Current Assets 64,560,997 378,233,673 185,926,970
TOTAL ASSETS 3,930,221,729 4,949,929,810 3,840,833,943
EQUITY AND LIABILITIES
EQUITY:
Share capital 8 2,000,000,000 2,000,000,000 2,000,000,000
Own shares - (138,150,363) -
Reserves and retained earnings 1,281,310,440 1,504,825,553 1,316,594,330
Profit for the six months periods 114,906,936 4,955,378 16,503,135
TOTAL EQUITY 3,396,217,376 3,371,630,568 3,333,097,465
LIABILITIES:
NON CURRENT LIABILITIES:
Loans 9 497,310,122 496,691,486 497,000,804
Total Non Current Liabilities 497,310,122 496,691,486 497,000,804
CURRENT LIABILITIES:
Loans 9 29,000,832 307,303,127 1,660,856
Trade creditors and other current liabilities 10 7,693,399 774,304,629 9,074,818
Total Current Liabilities 36,694,231 1,081,607,756 10,735,674
TOTAL EQUITY AND LIABILITIES 3,930,221,729 4,949,929,810 3,840,833,943

The accompanying notes are part of these financial statements.

COMPANY INCOME STATEMENTS BY NATURE

FOR THE QUARTERS AND SIX MONTHS PERIODS ENDED 30 JUNE 2008 AND 2007

(Translation of individual financial statements originally issued in Portuguese.

In case of discrepancies the Portuguese version prevails.)

(Amounts expressed in euro)

Operational income
Services rendered
448,799
982,761
369,737
719,865
Other operational income
38,085
47,105
44,313
312,490
Total operational income
486,884
1,029,866
414,050
1,032,355
Operational expenses
External supplies and services
(814,453)
(1,614,569)
(587,483)
(1,223,269)
Staff costs
(1,060,811)
(2,184,030)
(1,764,195)
(3,207,736)
Depreciation and amortisation
(10,171)
(20,341)
(22,925)
(43,451)
Other operational expenses
(7,036)
(147,013)
(135,213)
(316,394)
Total operational expenses
(1,892,471)
(3,965,953)
(2,509,816)
(4,790,850)
Operational profit/(loss)
(1,405,587)
(2,936,087)
(2,095,766)
(3,758,495)
Financial Expenses
(7,308,102)
(14,435,179)
(17,921,306)
(35,494,723)
Financial Income
18,875,436
37,298,623
22,736,626
46,901,435
Investment income/(loss)
12
-
94,979,579
2,647,114
(2,692,835)
Profit before income tax
10,161,747
114,906,936
5,366,668
4,955,382
Income tax
-
-
(4)
(4)
Profit for the period six months period
10,161,747
114,906,936
5,366,664
4,955,378
Profit/(Loss) per share
Basic
13
0.0051
0.0575
0.0029
0.0027
Diluted
13
0.0051
0.0575
0.0029
0.0027
Notes 2nd Quarter 2008
(Unaudited)
30.June.2008 2nd Quarter 2007
(Unaudited)
30.June.2007

The accompanying notes are part of these financial statements.

SONAE, S.G.P.S., S.A.

COMPANY STATEMENTS OF CHANGES IN EQUITY

FOR THE SIX MONTHS PERIODS ENDED 30 JUNE 2008 AND 2007

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

(Amounts expressed in euro)

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The accompanying notes are part of these financial statements.

COMPANY STATEMENTS OF CASH FLOWS

FOR THE SIX MONTHS PERIODS ENDED 30 JUNE 2008 AND 2007

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

(Amounts expressed in euro)

OPERATING ACTIVITIES Notes 30.June.2008 30.June.2007
Net cash flow from/ (used in) operating activities (1) (3,460,045) (4,452,303)
INVESTING ACTIVITIES
Cash receipts arising from:
Investments 141,603 247,777,285
Tangible and intangible assets - 150
Interest and similar income 30,199,254 21,497,823
Dividends 94,979,579 76,848,426
Others - 400,000
Loans granted 183,676,000 861,241,791
308,996,436 1,207,765,475
Cash Payments arising from:
Investments (50,000) -
Tangible and intangible assets (4,776) (66,042)
Loans granted (346,753,000) (1,820,401,995)
(346,807,776) (1,820,468,037)
Net cash from/ (used in) investing activities (2) (37,811,340) (612,702,562)
FINANCING ACTIVITIES
Cash receipts arising from:
Loans obtained 132,200,000 5,181,208,786
132,200,000 5,181,208,786
Cash Payments arising from:
Loans obtained (103,200,000) (4,420,970,400)
Interest and similar charges (14,083,169) (20,777,144)
Dividends (59,986,478) (55,983,782)
Purchase of own shares - (106,000)
(177,269,647) (4,497,837,326)
Net cash from/ (used in) financing activities (3) (45,069,647) 683,371,460
Net increase in cash and cash equivalents (4) = (1) + (2) + (3) (86,341,032) 66,216,595
Cash and cash equivalents at the beginning of the period 86,696,142 130,514,092
Cash and cash equivalents at the end of the period 7 355,110 196,730,687

The accompanying notes are part of these financial statements.

NOTES TO THE INDIVIDUAL FINANCIAL STATEMENTS

FOR THE SIX MONTHS PERIOD ENDED 30 JUNE 2008

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

(Amounts expressed in euro)

1. INTRODUCTION

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

2. BASIS OF PREPARATION

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

3. PRINCIPAL ACCOUNTING POLICIES

The accounting policies adopted are consistent with those followed in the preparation of annual financial statements for the year ended 31 December 2007.

4. INVESTMENTS

As at 30 June 2008 and 2007 and 31 December 2007 the Company held investments in the following affiliated and associated undertakings:

30.June.2008
Company % Held Carrying Acquisition Fair Value
amount cost Reserve
Sonae Distribuição, SGPS, SA (a) 74.98% 1,690,800,661 1,326,729,831 364,070,830
Sonae Sierra SGPS, SA (b) 50.00% 864,377,819 490,113,339 374,264,480
Sonaecom, SGPS, SA 0.01% 50,136 109,495 (59,359)
MDS, SGPS, SA 100.00% 20,000,000 20,000,000 -
Sontel BV (c) 100.00% 100,000 100,000 -
Sonae Investments BV (d) 100.00% 18,151 18,151 -
Others - 392,364 392,364 -
Total 2,575,739,131 1,837,463,180 738,275,951
30.June.2007
Company % Held Carrying Acquisition Fair Value
amount cost Reserve
Sonae Distribuição, SGPS, SA (a) 74.98% 1,690,800,661 1,326,729,831 364,070,830
Sonae Sierra SGPS, SA (b) 50.00% 797,568,420 490,113,339 307,455,081
Sonaecom, SGPS, SA 0.01% 115,880 109,495 6,385
Sonae Capital, SGPS, SA 100.00% 382,638,253 382,638,253 -
Sontel BV (c) 100.00% 100,000 100,000 -
Sonae Investments BV (d) 100.00% 18,151 18,151 -
Others - 2,796,867 2,796,867 -
Total 2,874,038,232 2,202,505,936 671,532,296

1H08 Individual financial statements

31.December.2007
Company % Held Carrying Acquisition Fair Value
amount cost Reserve
Sonae Distribuição, SGPS, SA (a) 74.98% 1,690,800,661 1,326,729,831 364,070,830
Sonae Sierra SGPS, SA (b) 50.00% 856,602,000 490,113,339 366,488,661
Sonaecom, SGPS, SA 0.01% 78,041 109,495 (31,454)
MDS, SGPS, SA 100.00% 20,000,000 20,000,000 -
Sontel BV (c) 100.00% 100,000 100,000 -
Sonae Investments BV (d) 100.00% 18,151 18,151 -
Others - 342,365 342,365 -
Total 2,567,941,218 1,837,413,181 730,528,037

(a) - Formely Modelo Continente, SGPS, SA. This investment is valued at the price paid in the public tender offer for de-listing occurred in 2006.

(b) - Market value was determined based on an independent valuation as the corresponding period of assets held by this jointly controlled company, after deduction of associated net debt and the share attributable to minority investments, and excluding promote fees and transaction costs.

(c) - Sontel BV owns 53.09% da Sonaecom, SGPS, SA as at 30 June 2008.

(d) - Sonae Investments BV owns 15.93% of Sonae Distribuição, SGPS, SA as at 30 June 2008.

5. OTHER NON CURRENT ASSETS

As at 30 June 2008 and 2007 and 31 December 2007 other non-current assets are detailed as follows:

30.June.2008 30.June.2007 31.December.2007
Loans granted to group companies 1,289,824,999 1,697,531,743 1,086,866,999
Guarantee deposits 4,183 7,205 4,183
1,289,829,182 1,697,538,948 1,086,871,182

6. TRADE ACCOUNT RECEIVABLES AND OTHER CURRENT ASSETS

As at 30 June 2008 and 2007 and 31 December 2007 trade account receivables and other current assets are detailed as follows:

30.June.2008 30.June.2007 31.December.2007
Trade account receivables 578,822 355,970 1,392,495
Group companies 59,042,447 176,133,742 92,609,951
Taxes and contributions receivable 1,914,066 2,022,200 2,066,250
Accrued income and prepayments 1,282,570 2,259,445 521,229
Others 678,717 731,629 737,328
Cash flow hedge derivatives 709,265 - 242,719
64,205,887 181,502,986 97,569,972

7. CASH AND CASH EQUIVALENTS

As at 30 June 2008 and 2007 and 31 December 2007 cash and cash equivalents are detailed as follows:

30.June.2008 30.June.2007 31.December.2007
Cash at hand 1,388 2,500 2,500
Bank deposits 353,722 196,728,187 88,354,498
Cash and cash equivalents on the balance sheet 355,110 196,730,687 88,356,998
Bank overdrafts - - 1,660,856
Cash and cash equivalents on the cash flow statement 355,110 196,730,687 86,696,142

8. SHARE CAPITAL

As at 30 June 2008 and 2007 and 31 December 2007 share capital consisted of 2,000,000,000 ordinary shares of 1 euro each.

9. LOANS

As at 30 June 2008 and 2007 and 31 December 2007 this caption included the following loans:

30.June.2008 30.June.2007 31.December.2007
Nominal value of bonds 500,000,000 500,000,000 500,000,000
Up-front fees not yet charged to income statement (2,689,878) (3,308,514) (2,999,196)
Bonds 497,310,122 496,691,486 497,000,804
Non-current loans 497,310,122 496,691,486 497,000,804
Commercial paper (a) 29,000,000 232,500,000 -
Nominal value of Sonae/97 bonds - 74,819,685 -
Up-front fees not yet charged to income statement - (16,558) -
Bank Overdrafts - - 1,660,856
Derivatives 832 - -
Current loans 29,000,832 307,303,127 1,660,856

(a) Short term commercial paper programme, privately placed, launched on 23 August 2004, valid for a ten year period, which may be extended at the option of the company, with a maximum limit of 350,000,000 euro.

Bonds SONAE / 05 amounting to 100,000,000 euro, repayable after 8 years, in one instalment, on 30 June 2013. Interest rate equals Euribor 6 months plus 0.875%, with interest paid half-yearly.

Bonds Sonae 2006/2011 amounting to 250,000,000 euro, repayable after 5 years, in one instalment, on 10 May 2011. Interest rate equals Euribor 6 months plus 0.65%, with interest paid half-yearly. The company has the option to make whole or partial reimbursements, with no extra cost, on the date of the 6th and 8th coupons.

Bonds Sonae 2007/2014 amounting to 150,000,000 euro, repayable after 7 years, in one instalment, on 11 April 2014. Interest rate equals Euribor 6 months plus 0.6%, with interest paid half-yearly. The company has the option to make whole or partial reimbursements, with no extra cost, on the date of the 10th and 12th coupons.

Maturity of Borrowings

As at 30 June 2008 and 2007 and 31 December 2007 the analysis of the maturity of loans are as follows:

30.June.2008 30.June.2007 31.December.2007
N+1 29,000,832 307,303,127 1,660,856
N+2 - - -
N+3 250,000,000 - -
N+4 - 250,000,000 250,000,000
N+5 100,000,000 - -
after N+5 150,000,000 250,000,000 250,000,000

10. TRADE CREDITORS AND OTHER CURRENT LIABILITIES

As at 30 June 2008 and 2007 and 31 December 2007, trade creditors and other current liabilities are detailed as follows:

30.June.2008 30.June.2007 31.December.2007
Trade creditors 697,036 303,481 476,418
Group companies - 751,733,801 -
Taxes and contributions payable 108,336 342,604 1,588,469
Accrued expenses 6,812,819 21,875,186 6,828,069
Others 75,208 49,557 181,862
7,693,399 774,304,629 9,074,818

11. CONTINGENT LIABILITIES

30.June.2008 31.December.2007
Guarantees given:
on tax claims 1,776,135 1,776,135
on judicial claims 425,965 355,199

12. INVESTMENT INCOME

As at 30 June 2008 and 2007, investment income can be detailed as follows:

30.June.2008 30.June.2007
Dividends received 94,979,579 76,848,426
Gains/(Losses) on sale of investments - (79,541,261)
94,979,579 (2,692,835)

13. EARNINGS PER SHARE

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

30.June.2008 30.June.2007
Net profit
Net profit taken into consideration to calculate basic earnings per share (Net
profit for the period)
114,906,936 4,955,378
Effect of dilutive potential shares - -
Interest related to convertible bonds (net of tax) - -
Net profit taken into consideration to calculate diluted earnings per share: 114,906,936 4,955,378
Number of shares
Weighted average number of shares used to calculated basic earnings 2,000,000,000 1,866,642,981
Effect of dilutive potential ordinary shares from convertible bonds - -
Weighted average number of shares used to calculated diluted earnings per
share
2,000,000,000 1,866,642,981
Profit/(Loss) per share (basic and diluted) 0.0575 0.0027

14. CHANGES IN RESERVES

The detail of changes in reserves in the three months ended on 30 June 2008 and 2007 may be summarised as follows:

30.June.2008 30.June.2007
Fair value reserve 7,747,913 52,470,082
Free reserves - 5,883,699
Hedging reserve 465,062 -
8,212,975 58,353,781

15. SUBSEQUENT EVENTS

On 22 August 2008 Sonae SGPS, S.A. subscribed a capital increase in its subsidiary Sonae Investments BV of 549,981,800 euro, increasing its share capital to 2,000,000 euro with a premium of 548,000,000 euro.

On the same date Sonae SGPS, S.A. and Sonae Investments BV subscribed a capital increase in Sontel BV of 191,241,400 euro and 288,658,600 euro, respectively. The share capital of Sontel BV increased to 2,000,000 euro with a premium of 478,000,000 euro. After the mentioned share capital increase Sonae SGPS, S.A. direct holding in Sontel BV is 42.9% and the remaining is owned by Sonae Investments BV.

16. APPROVAL OF THE FINANCIAL STATEMENTS

The accompanying financial statements were approved by the Board of Directors and authorized for issue on 26 August 2008.

17. INFORMATION REQUIRED BY LAW

Decree-Law nr 318/94 art 5 nr 4

In the six months ended 30 June 2008 shareholders' loan contracts were entered into with the following companies:

MDS, SGPS, SA Sonae Investments, BV Sontel, BV

In the six months ended 30 June 2008 short-term loan contracts were entered into with the following companies:

MDS Corretor de Seguros, SA Sonae Distribuição, SGPS, SA Sonaecenter, Serviços, SA

As at 30 June 2008 amounts owed by affiliated undertakings can be summarized as follows:

Loans granted

Companies Closing Balance
MDS, SGPS, SA 72,690,260
Sonae Investments, BV 1,010,595,699
Sontel, BV 229,229,300
Sonaecenter, Serviços, SA 606,000
1,313,121,259

As at 30 June 2008 there were no amounts owed to affiliated undertakings.

The Board of Directors

Belmiro de Azevedo

Álvaro Cuervo Garcia

Michel Marie Bon

José Neves Adelino

Duarte Paulo Teixeira de Azevedo

Álvaro Carmona e Costa Portela

Ângelo Gabriel Ribeirinho dos Santos Paupério

Nuno Manuel Moniz Trigoso Jordão

AUDITOR'S LIMITED REVIEW REPORT

LIMITED REVIEW REPORT PREPARED BY THE AUDITOR REGISTERED WITH CMVM ON HALF-YEAR FINANCIAL INFORMATION

(Translation of a report originally issued in Portuguese. In case of discrepancies the Portuguese version prevails)

Introduction

    1. In accordance with the Securities Market Code, we hereby present our Limited Review Report on the financial information of Sonae, SGPS, S.A. ("Company") for the half-year ended 30 June 2008 included in: the Report of the Board of Directors, the consolidated and individual Balance Sheets (that reflect a total of 7,167,147,868 Euro and 3,930,221,729 Euro, respectively, and a consolidated and individual equity of 1,669,986,829 Euro and 3,396,217,376 Euro respectively, including a consolidated net profit attributable to the Company's equity holders of 24,218,043 Euro and a individual net profit of 114,906,936 Euro), the consolidated and individual Statements of profit and loss, changes in equity and cash flows for the half-year then ended and the related notes.
    1. The amounts in the consolidated and individual financial statements, as well as the additional financial information, are in accordance with the accounting records of the Company and its subsidiaries.

Responsibilities

    1. The Company's Board of Directors is responsible for: (i) the preparation of consolidated and individual financial information that present a true and fair view of the financial position of the Company and of the companies included in the consolidation and the consolidated and individual results of their operations, changes in equity and cash flows; (ii) the preparation of historical financial statements in accordance with International Financial Reporting Standards as adopted by the European Union for the purposes of interim financial reporting (IAS 34) and that is complete, true, timely, clear, objective and licit, as required by the Securities Market Code; (iii) the adoption of adequate accounting policies and criteria; (iv) the maintenance of an appropriate internal control system; and (v) informing any significant facts that have influenced their operations, financial position or results.
    1. Our responsibility is to review the financial information contained in the above mentioned documents, namely verifying that, in all material respects, the information is complete, true, timely, clear, objective and licit, as required by the Securities Market Code, and to issue a moderate assurance, professional and independent report on that financial information based on our work.

Scope

    1. The objective of our work was to obtain moderate assurance as to whether the above mentioned financial information is free of material misstatement. Our work was performed in accordance with the Auditing Standards issued by the Portuguese Institute of Statutory Auditors, was planned in accordance with that objective, and consisted essentially of enquiries and analytical procedures with the objective of reviewing: (i) the reliability of the assertions included in the financial information; (ii) the adequacy of the accounting principles used, taking into consideration the circumstances and the consistency of their application; (iii) the applicability, or not, of the going concern concept; (iv) the presentation of the financial information; and (v) whether, in all material respects, the consolidated and individual financial information is complete, true, timely, clear, objective and licit as required by the Securities Market Code.
    1. Our work also included verifying that the consolidated and individual financial information included in the Report of the Board of Directors is consistent with the other above mentioned financial information.
    1. We believe that our work provides a reasonable basis for issuing the present limited review report on the half-year financial information.

Opinion

  1. Based on our work, which was performed with the objective of obtaining moderate assurance, nothing came to our attention that leads us to believe that the consolidated and individual financial information for the half-year ended 30 June 2008 referred to in paragraph 1 above of Sonae, S.G.P.S., S.A. is not exempt from material misstatement that affects its conformity with International Financial Reporting Standards as adopted by the European Union for the purposes of interim financial reporting (IAS 34) and that, in terms of the definitions included in the Auditing Standards referred to in paragraph 5 above, it is not complete, true, timely, clear, objective and licit.

Porto, 26 August 2008

DELOITTE & ASSOCIADOS, SROC, S.A. Represented by Luís Augusto Gonçalves Magalhães

SAFE HARBOUR

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

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

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

Report available in Sonae SGPS's institutional website www.sonae.pt

Media and Investor Contacts

Rita Barrocas Communication Manager [email protected] Tel: 351 22 940 1705

Patrícia Mendes Investor Relations Manager [email protected] Tel.: 351 22 010 4794

Sonae SGPS, SA Lugar do Espido Via Norte 4471-909 Maia Portugal Tel.:+351 22 9487522 Fax: +351 22 940 4634

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

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