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Sonae SGPS Interim / Quarterly Report 2021

Nov 30, 2021

1901_10-q_2021-11-30_0f016286-31e3-4da6-97bd-fc71e88e69c8.pdf

Interim / Quarterly Report

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2021 Third quarter Results

9M21 Highlights

Financial Performance

  • Sonae's consolidated turnover evolved once again positively, increasing 4.7% yoy, underpinned by the strong performance of Sonae MC and Worten, which continued to reinforce their leadership positions. All non-consolidated businesses also posted high growth levels, with ISRG in particular already significantly above 2019 figures.
  • Consolidated online sales grew 29% vs 2020, an extraordinary year for this channel, a clear evidence of the successful execution of Sonae's digital path.
  • In terms of profitability, underlying EBITDA increased 5.6% yoy in the 9M21, and EBITDA improved 23% yoy, benefiting $\bullet$ from significant capital gains from the portfolio management activity in the period.
  • Sonae's net result (group share) surpassed again 2020 and 2019 figures, reaching €158 M at the end of the 9M21.
  • Strong cash flow generation in the period underpinned by the solid operational cash flow generation of our businesses and the group's portfolio management activity.
  • Net debt decreased €375 M yoy and now stands significantly below €1 bn (€857 M) with the Holding LTV reaching 9%, a very solid financial situation that positions the group well to face future challenges and emerging opportunities.

Portfolio Management Activity

  • Sonae concluded the sale of a 24.99% stake in Sonae MC to CVC Strategic Opportunities in the quarter, for upfront cash proceeds of €528 M, and acquired 95.4% of the share capital and voting rights in Claybell Limited (owner of 100% of Gosh Food Limited, a UK-based player in the natural and plant-based food industry).
  • Sonae MC concluded the sale of its 50% stake in Maxmat to the BME Group for net proceeds of €68 M. $\bullet$
  • Sonae IM maintained its active portfolio management activity, having concluded the sale of its stake in Bizdirect, the acquisition of a minority stake in the share capital of Citcon (a US-based leading mobile wallet payment provider), and the disposal of its stake in CB4.

CEO Letter

During the last few months, the global economy continued to recover from the pandemic context and adapt to a new reality. After a first half marked by lockdown measures, this third quarter was already a period of encouraging signs. Particularly in Iberia, the speed of the vaccination program turned the region into a case study and marked a clear recovery of the macro situation.

Under this context, Sonae's portfolio of businesses continued to deliver very positive results. Sonae MC strengthened its leadership position in yet another quarter and is well positioned to continue to lead the market by leveraging its unique customer knowledge, trusted brand and comprehensive touchpoints (both physical and digital). Worten continues to lead the e-commerce market in Portugal underpinned by its world-class omnichannel approach. At Sonae Sierra, the performance of our shopping centres improved significantly as lockdown restrictions were eased, in some cases already reaching levels of performance above 2019, and the services business showed important signs of returning to a more normalised activity. Sonae Fashion and ISRG stores are also resuming to pre-pandemic levels, but with a stronger online performance that continues to reach record levels. Sonae FS proceeded to successfully implement its new business model, and Sonae IM's M&A activity produced yet another set of positive returns for the group. Finally, NOS achieved the highest net growth in the telco segment of the past five years, while the media and entertainment segment showed encouraging signs of recovery. I would like to leave a special word to the end of the 5G auction process, with NOS ensuring the highest share of spectrum among the contenders, a major milestone for the company to lead the 5G revolution.

Overall, in proportional terms, Sonae was able to increase its turnover by 5% in the 9M21, surpassing €5.5 bn, improved its underlying EBITDA by 8% and grew EBITDA by 23%, fuelled by both better operational results and significant capital gains from our ongoing portfolio management activity. In this regard, and during Q3, Sonae MC sold its 50% stake in Maxmat, Sonae IM monetised its interests in BizDirect and CB4, and Sonae established a partnership with CVC through the sale of a minority stake in Sonae MC. This transaction was an important milestone, as it shows the quality and value creation potential of the company, and significantly improved our financial strength. Also in the quarter, Sonae acquired a controlling stake in Gosh!, a UK reference player in the natural and plant-based food industry, which allows Sonae to invest in a high potential sector, expand its international footprint and drive a more sustainable future. All in all, Sonae's cash flow generation in the period drove a strong decrease in net debt and an all-time low LTV of 9%.

On the back of this performance, we face the future with great confidence. There are new challenges ahead, but also very exciting opportunities. Today, our businesses are better prepared, the group is better prepared. The level of energy and motivation that I see in our teams is truly phenomenal. The commitment to our customers is non-negotiable. The acceleration of innovation and strategy execution is present at all levels of the organization. The pledges to our people, our communities and our planet are ever more present. As I sit down to write this letter, looking back at the last 18 months, I realize how proud I am of what we have achieved and the manner in which we have achieved it.

Cláudia Azevedo, CEO

Group Consolidated Performance

Brief Portfolio Update $\mathbf{1}$

During the 3Q21, Sonae continued its active portfolio management, with the most important move being the sale of 24.99% of Sonae MC' s share capital to CVC funds for an initial upfront value of €528 M. This move did not change the consolidation method for Sonae MC in Sonae's accounts.

Moreover, also in the 3Q21, Sonae MC completed the sale of its stake in Maxmat, Sonae IM completed the sale of its interest in Bizdirect (announced in the 2Q21) and sold its stake in CB4. Additionally, Sonae acquired 95.4% of Claybell Limited, owner of 100% of Gosh Food, a reference UK player in the plant-based food sector.

Portfolio and accounting method
Company Stake Consolidation method
Sonae MC 75% Full consolidation
Worten 100% Full consolidation
Sonae Sierra 80% Full consolidation
Sonae Fashion 100% Full consolidation
Sonae ES 100% Full consolidation
Sonae IM 90% Full consolidation
NNS 31% Equity method
ISRG 30% Equity method

Note: 23% stake in NOS is consolidated by equity method and 7.38% acquired by Sonae is a

$2.$ Consolidated Performance

P&L

In Portugal, the last nine months were characterized by a lockdown period (from mid-January until mid-April), and a gradual easing of restrictions since May. In fact, during the 3Q21, there were still restrictions in place, namely regarding stores' capacity, that continued to impact the activity of our businesses.

In this demanding context, Sonae was able to deliver a 9M21 consolidated turnover of €5.0 bn, +4.7% yoy, mainly fuelled by the positive contributions from Sonae MC and Worten, which continued to reinforce their leadership positions.

In what concerns underlying EBITDA, the positive contributions from Sonae MC, Worten and also Sonae Fashion in the 9M21 led to a 5.6% yoy increase to €415 M (€169 M in the 3Q21).

Regarding EBITDA, it reached €531 M, +23.1% yoy in the 9M21 and $E$ 239 M in the 3Q21, a significant improvement when compared to 3Q20, fuelled by capital gains in the period (from the sale of Maxmat and Sonae IM' investments) and the improved performance of the equity method companies.

€M 9M20R 9M21 you 3Q20 R 3021 yoy
Turnover 4,789 5,014 4.7% 1,734 1,792 3.3%
Underlying EBITDA 393 415 5.6% 172 169 $-1.8%$
margin 8.2% 8.3% 0.1 p.p. 9.9% 9.4% $-0.5 p.p.$
Equity method results* 30 64 111.3% 13 28 124.8%
Non-recurrent items 8 52 $-7$ 41
EBITDA 431 531 23.1% 178 239 33.9%
margin 9.0% 10.6% 1.6 p.p. 10.3% 13.3% 3.0 p.p.
D&A $-158$ $-157$ 0.6% $-52$ $-53$ $-1.9%$
D&A - RoU -94 $-95$ $-1.2%$ $-31$ $-31$ $-1.5%$
Prov and imp. $-55$ $-18$ 67.3% $-1$ $\mathbf{1}$
EBIT 125 261 109.0% 94 156 64.8%
Net Financial results $-82$ $-79$ 3.7% $-28$ $-26$ 5.0%
Taxes $-3$ $-13$ -8 $-14$ $-75.7%$
Direct result 40 169 59 115 96.3%
Indirect result $-54$ 24 14 9 $-32.6%$
Net result $-14$ 193 72 124 72.1%
Non-controlling int. 10 $-35$ U $-28$
Net result group share -4 158 72 96 32.5%

Notes: R - Restated figures as Maxmat from Sonae MC and Bizdirect from Sonae IM were considered as assets
held for sale and all periods in 2020 and 2021 were restated to consider these assets as discontinued

held tor sale and an periodal in books when we want to the operations.

operations.

* Equity method results: include direct income by equity method results from Sonae Sierra statutory accounts,

income related to investme

Overall, Direct Result increased €56 M in the 3Q21 to €115 M and reached €169 M in the 9M21, mainly anchored on the abovementioned capitals gains and improved results from equity method companies. Indirect result stood at $\epsilon$ 9 M in the 3Q21, driven by the evolution in the value of Sonae IM's portfolio. All in all, Sonae's Net result (group share) reached €96 M in the 3Q21 and €158 M in the 9M21.

Cash Flow, Net Debt evolution and Financial Structure

Sonae's total capex in the 9M21 stood at €355 M split between €182 M of operational capex, with our businesses continuing to invest in reinforcing their value propositions, and €174 M of M&A capex, mainly related with the acquisition of the additional stake in Sonae Sierra, Gosh! and the technology investments at Sonae IM.

In terms of operational cash flow, Sonae's portfolio released a total of €120 M during the last 12 months. Regarding portfolio management, Sonae invested €200 M, and received €649 M of cash proceeds from asset sales, mainly related with the minority stake sale in Sonae MC.

All in all, Sonae's FCF (before dividends paid), for the last 12 months stood at €555 M, which after the dividend payment (last May), led to a significant decrease in consolidated net debt to €857 M at the end of 9M21. This solid capital structure is complemented with a comfortable financing position: low cost of debt of 1.1% and an average maturity profile of 3.4 years.

In what concerns the leverage profile of our main businesses, Sonae MC posted a record low of 2.9x total net debt to underlying EBITDA ratio (vs. 3.1x in 9M20), NOS a ratio of Net financial debt to EBITDA (after leasings) of 1.7x, and Sonae Sierra's loan-to-value (net) stood at 24%. Finally, loan-to value at the holding level reached 9%*.

ŧM 9M20 9M21 you
Total capex 376 355 $-5.4%$
Operational capex 165 182 10.1%
Sonae MC 136 132 $-2.8%$
Worten 14 29
Sonae Fashion 9 8 $-5.7%$
Sonae IM 2 2 $-11.1%$
Sonae FS $\mathbf{1}$ 2 28.0%
Sonae Sierra 1 1
Financial/M&A capex 211 174 $-17.6%$
l€M L12M
Dec20
L12M
Sep21
var.
EBITDA (inc. rents and taxes) 399 405 1.3%
Working cap. and others* 38 -4
Operational capex -264 $-281$ $-6.3%$
Operational cash flow 173 12N $-30.7%$
Net financial activity $-32$ $-28$ 11.9%
M&A capex -237 -200 15.6%
Sale of assets 335 649 93.8%
Dividends received 13 14 7.0%
FCF bef. dividends paid* 252 555

* Excludes cash settle equity swap impact in working capital in 3Q21.

€M 9M20 YE20 9M21
Net invested capital 4.797 4.751 5.045
Shareholders funds 2.371 2.440 3.008
Lease liabilities 1.193 1.208 1.180
Net debt 1.233 1.103 857

$^*$ Assuming holding d ebt at the end of the period for 9M21 LTV calculation.

Portfolio Performance

$\overline{3}$ . Fully consolidated companies

Sonae's fully consolidated portfolio continues to be affected by the pandemic context with lockdown and restrictions during the last 9 months, but with a gradual recovery during the last 3 months, as restrictions were eased. In this challenging period, the first 9M21 showed a solid performance of our portfolio.

Turnover Und. EBITDA margin Turnover Und. EBITDA margin
€M 9M20R 9M21 you 9M20R 9M21 3Q20 R 3Q21 you 3020 R 3Q21
Sonae MC 3,686 3,883 5.3% 9.8% 9.9% 1,309 1,378 5.3% 11.0% 10.9%
Worten 775 803 3.6% 5.2% 6.4% 294 285 $-2.9%$ 6.9% 7.0%
Sonae Sierra 72 72 $-0.6%$ 14.3% 16.2% 23 26 13.8% 14.1% 19.8%
Sonae Fashion 232 230 $-0.6%$ 0.7% 4.2% 101 95 $-6.1%$ 12.2% 8.7%
Sonae FS 26 20 $-24.4%$ 24.3% $-40.4\%$ 9 ٩ 0.4% 32.1% $-2.2%$
Sonae IM 40 43 6.4% $-4.6%$ $-4.1%$ 14 14 $-1.4%$ $-1.6%$ $-3.5%$
Total 4,789 5.014 4.7% 8.2% 8.3% 1.734 1,792 3.3% 9.9% 9.4%

Note: R - Restated as Maxmat from Sonae MC and Bizdirect from Sonae IM were considered as assets held for sale and all periods in 2020 and 2021 were restated to consider these assets as discontinued operations.

Sonae MC+

During the 3Q21, a period marked by a gradual economic recovery and consumption normalization, Sonae MC continued to deliver a strong top line performance. Total turnover grew 5.3% yoy with a 2.3% LfL figure underpinned by: a strong delivery in grocery formats, a successful online business that continued to expand after the peak period of the pandemic and a robust recovery of the non-food formats, following a long period of several operating restrictions. With this performance, Sonae MC was able once again to reinforce its leadership position with another market share increase.

Looking at the 9M21, in a context of slightly positive food inflation, turnover reached €3,883 M, up also by 5.3% yoy and by 2.3% on a LfL basis.

Regarding profitability, the company was able to maintain a broadly stable underlying EBITDA margin in the quarter, in spite of some pressure on the prices of some specific inputs (such as energy costs), backed by the company's productivity gains and the permanent fine-tuning of its core business processes. Overall, in the 9M21, underlying EBITDA improved 6.1% yoy to €384 M with a margin of 9.9%.

In terms of capex, Sonae MC continued its opening plan, with 7 additional Continente Bom Dia stores out of a total of 36 new company-operated stores (representing an additional 13k square meters of sales area), refurbished 14 food retail units, while investing in the reinforcement of its logistical capacity and technological backbone. At the end of 9M21, total capex stood at €132 M.

In terms of free cash flow, Sonae MC reached $E169$ M in the 9M21, + $E42$ M when compared to last year, mainly reflecting the conclusion of the sale of its 50% stake in Maxmat with a cash in of €68 M, coupled with the improved operational

<sup>† Please note that Maxmat was sold in 3Q21 and, for comparison purposes, it was excluded from 2019, 2020 and 2021 figures. For more information please see Sonae MC 9M21 results in www.sonae.pt

performance. Sonae MC was able to reduce net debt by €104 M to €453 M, even after the dividend payment of €140 M in the 2Q21. Total net debt / underlying EBITDA reached an all-time low of 2.9x.

Worten

With the slight improvement of the economic conditions and the easing of the Covid-19 restrictions (still with limitations to footfall) during the 3Q21, Worten delivered a strong quarter in LfL terms (+7.2%), after a challenging 2Q. This recovery clearly shows the company's solid and recognized omnichannel proposition, including the marketplace and a robust services sales growth, leading to the reinforcement of market share and leadership in Portugal. In terms of total sales, the performance was still negatively impacted by the repositioning of the operation in Spain Mainland, completed in the 1Q21, reaching €285 M (-2.9% yoy) in the 3Q21. Important to note that, when compared to the 3Q19, a quarter with no pandemic impact and with 49 stores still opened in Spain Mainland, total turnover increased by 5.3%.

Therefore, although still under a pandemic context during the first 9M21, total turnover increased 3.6% yoy (+11.8% LfL), reaching €803 M. This top line positive performance and the repositioning process in Spain contributed to an improved underlying EBITDA, that reached €51 M at the end of the 9M21 with a margin of 6.4%, growing 1.2 pp vs 9M20.

Sonae Sierra

During the 3Q21, Sonae Sierra reinforced its recovery path operational and sustained progresses, after the improvement of the pandemic context and the ease of some restrictions in most of the European geographies where it operates. In this context, tenant sales were already very close to 2019 levels in the European portfolio, and footfall has been recovering at a slower pace, with different

Proportional basis - management accounts
M€ 9M20 9M21 you 3020 3021 you
Total income 103 107 4.2% 28 41 44.9%
Direct result 5 23 $-3$ 12
Indirect result $-25$ $-17$ 32.2% -9 $-2$ 822%
Net result -20 6 -12 11

initiatives being already implemented to attract visitors to shopping centres. In addition, the occupancy rate in Europe remained high at 95.6% at the end of September.

On a proportional accounting basis, in the 9M21 Sonae Sierra reported a net result of €6.2 M, split between a positive €23.2 M Direct result (€12.4M in the 3Q21) and a -€17.0 M Indirect Result (-€1.6 M in the 3Q21), which mainly reflects the decrease in the value of investment properties already recorded in 1H21 (as is usual practice, Sonae Sierra does not conduct asset revaluations in Q1 and Q3).

Furthermore, at the end of September, Sonae Sierra's NAV, according to the INREV methodology, stood at €913 M, +1% when compared to the end of 2020, mainly due to the Net Result of the period and the favourable FX impact.

Sonae Fashion

The 3Q21 was marked by a sales performance that was increasingly positive throughout the quarter, as Covid-19 related restrictions, that were still limiting capacity both in stores and shopping centres, were gradually lifted. Under these still challenging conditions, Sonae Fashion's total turnover reached €95 M in the 3Q21, implying a 6% yoy decrease, but showcasing a resilient performance within core product categories. Regarding the online channel, Sonae Fashion kept showing important, double digit, growth vs 2019 despite some deceleration when compared to last year, in part due to the strong recovery of physical stores. Additionally, B2B business (wholesale and franchising) have kept the recent you growth trend, reinforcing the positive outlook for both current and new markets.

Despite these impacts in top line, Sonae Fashion was able to deliver a positive underlying EBITDA of €8 M in the 3Q21.

Overall, during the 9M21, and despite all the restrictions in store operations (longer period with all stores closed and stronger restrictions when compared to 9M20), Sonae Fashion's total turnover stood at €230 M, representing a decrease of 0.6% you. Moreover, in the 9M21, Sonae Fashion was able to deliver profitability growth, showing an underlying EBITDA of €10 M.

Sonae FS

For Sonae FS and once again taking into account that this year is characterized by the business model change with the launch of the partnership with Banco CTT, the company's performance continues to show a discontinuity that will be mitigated over time with the growth of the credit stock already above projected levels.

Nevertheless, and during the 3Q21, Sonae FS reached €9 M in turnover, a figure in line with last year, recovering from the negative yoy evolution in 1H, on the back of an improvement of the macroeconomic context in the period.

<sup>‡ Sonae Fashion' stores were closed in Portugal: in 2020 from March 17th till May 4th (7 weeks) and shopping centres stores until June 1st (11 weeks); in
2021 from Jan 15th till April 5th (11 weeks) and shopping

With regards to the Universo operation, the gradual easing of the restrictions in the quarter contributed to a positive impact both in activity and production levels, both above 2020 and 2019. In addition, Universo's client base continued to grow and reached 936k (+23k vs 1H21), with an increased weight of digital clients who already represent around 60% of the total customer base, and its market share continues to follow an upward trend by reaching 14.0% year to date at the end of August, which compares to 13.5% for the same period of last year.

Regarding MDS, in the quarter the company keeps improving its operational performance and showing strong figures, with increases both in top line and operating profitability levels, when compared to 2020 and 2019.

All in all, in proportional terms, turnover for the 9M21 stood at €49 M and underlying EBITDA at -€0.9 M.

Underlying EBITDA* $(\epsilon M)$ $11\,$ $11\,$ $-1$ 9M19 9M20 9M21

Sonae IM

During the last 3 months and regarding the portfolio activity, Sonae IM: i) completed the sale, jointly with the remaining shareholders, of the entire share capital of Bizdirect to Claranet, recording a capital gain of €5.4 M, ii) acquired a minority stake in the share capital of Citcon, a US-based leading mobile wallet payment provider and iii) sold its stake in CB4, resulting in a capital gain of €5.1 M. CB4 is a company that provides patented Artificial Intelligence for software for retailers that was invested by Sonae IM in 1019 and now acquired by GAP Inc.

In terms of operational performance, Sonae IM continues to record improved top line and underlying EBITDA. In 9M21, total turnover increased by 6.4% yoy to €43 M and underlying EBITDA improved by 6.0%.

Moreover, and with cash invested of c. £150 M in the current portfolio as of September 2021, the company's NAV amounts to €324 M.

Proportional figures: include Sonae FS and 50% of MDS.

** Figures for 2019 and 2020 are pro-forma to exclude Bizdirect.

4. Equity consolidated companies

The equity method results line in Sonae's P&L is mainly related with: (i) the equity method contribution of Sonae Sierra' statutory accounts, which corresponds to the shopping centres in which the company holds minority stakes, (ii) Sonaecom's indirect 26% stake in NOS, and (iii) ISRG's net result.

€M 9M20 9M21 404 3Q20 3Q21 uoul
Sonae Sierra 12 20 63.6% ч -
NOS/Zopt 21 29 33.9% 11 11 1.8%
ISRG -4 10 Π

During the last quarter, NOS, Sonae Sierra and ISRG have showed positive signs of recovery with the ease/end of restrictions in the countries where they operate.

NOS

NOS published its 3Q21 results on November 3rd. The company continued to post a solid operating performance in the Telco segment and the Media & Entertainment segment was marked by a strong recovery due to a steady return to the movie theatres.

Turnover amounted to €366 M in 3Q21, +5.6% yoy, the second consecutive quarter of growth since 4Q19, supported by a positive evolution of 4.1% in Telco and a strong growth of more than 70% in the Media & Entertainment segment. This scenario resulted in a turnover increase of 3.1% yoy, in 9M21, to €1 bn.

The profitability followed the same trend, with an EBITDA increase in the 3Q21 of 6.6% yoy and, in accumulated terms, of 1.4% yoy. This is the first quarter with yoy EBITDA growth since 4Q19, a clear sign of recovery.

Net income increased by €2 M yoy, to €46 M in the 3Q21, and increased more than 50% compared to last year to €120 M in the 9M21. FCF (ex-dividend, financial investments and own shares) in the quarter stood at €9 M, representing a decrease yoy mostly due to the cash-in from the tower sale deal to Cellnex in the 3Q20. Excluding this effect, FCF would have increased by 19% yoy.

NOS continues to show a conservative capital structure, with a Net financial debt/EBITDA after lease payments of 1.7x vs. 1.8x at the end of the 1H21, well within its target leverage profile, an all-in average cost of debt of 1.3% in the 3Q21 and 1.5% in the 9M21 and an average maturity profile of 2.4 years at the end of the period.

Finally, it is important to highlight that already in October and after 200 days of bidding, the auction for the allocation of the 5G frequencies ended, with NOS acquiring the largest fraction of the spectrum released and in all possible bands.

ISRGtt

For ISRG, the 2Q21 (May-July) continued to a be a quarter marked by a strong recovery in terms of operational performance. Top line increased by 41.1% yoy mainly fuelled by stores sales, as the gradual easing of the restrictions during the quarter contributed to a footfall recovery combined with positive results from the sales season. The online channel continued to perform at strong levels.

Overall, the L9M 21 registered top line levels above both last year and 2019 figures with total turnover reaching €590 M, a double-digit increase of 26% yoy and of 18% vs L9M 19.

Regarding EBITDA, once again, the top line improvement was able to fuel profitability and in the L9M 21, EBITDA improved by €51 M yoy and €20 M vs. the same period of 2019. This resulted in an EBITDA margin improvement in the L9M 21 of 7.9 p.p. vs. L9M 20 to 11.5%.

Consequently, this improved operational performance implied a better equity method contribution to Sonae's results, with a positive value in this quarter of €6.7 M (€9.9 M in the 9M21).

Moreover, the performance in both August and September continues to show very positive signs in both geographies and across all channels.

<sup>++ Due to calendar reporting dates of JD Sports (the main shareholder of the JV), ISRG figures for the L9M 21 ended last August 1st.

Corporate Information

Main announcements in the 9M21

January 13th

Sonae informed on the reorganisation of the Spanish operation of its subsidiary Worten - Equipamentos do Lar, S.A.

January 29th

Sonae informed on Sonae MC 2020 Trading Statement.

March 1st

Sonae - SGPS, SA informed about the completion of the transaction by its subsidiary Worten Equipamentos do Lar, S.A. with Media Markt Saturn S.A.U.

March 5th

Sonae informed about communication received from Grosvenor Investments (Portugal) S.Ar.L.

March 17th

Completion of the purchase of 10% of the share capital of Sonae Sierra held by Grosvenor Investments (Portugal) S.Ar.L. for the price of €82.16 million, following the exercise by Grosvenor of its put option right, as announced to the market on March 5th. The main impact of this transaction on the Group's consolidated financial statements will be the transfer of Reserves from "Non-Controlling Interests" to "Equity Holders of the Parent Company", since Sonae already holds a controlling shareholding of 70% in Sonae Sierra.

April 1st

Sonae informed on partnership between Sonae Financial Services and Banco CTT and informed on Annual Report 2020.

April 30th

Sonae informed on resolutions taken at Sonae's AGM and about dividend payment. Sonae also informed about Sonae MC Annual Report 2020.

May 25th

Sonae informed that Sonae MC has reached an agreement to sell its 50% in Modelo - Distribuição de Materiais de Construção S.A. ("Maxmat").

June 1st

Sonaecom, a Sonae subsidiary, informed that Sonae IM, together with the remaining shareholders, reached an agreement with Claranet Portugal, S.A. to sell the entire share capital and voting rights of of Digitmarket - Sistemas de Informação S.A. ("Bizdirect").

July 15th

The Portuguese Competition Authority concluded the analysis of the sale of 50% Modelo - Distribuição de Materiais de Construção S.A. to an entity fully owned by BME Group, having adopted the decision of non-opposition regarding the respective merger control operation

July 16th

Sonaecom, a Sonae subsidiary, informed that the transaction between Sonae IM and Claranet, regarding the sale of the entire share capital and voting rights of Digitmarket - Sistemas de Informação S.A. ("Bizdirect"), has been completed,

following the approval from the competent competition authority and the verification of the conditions precedent agreed between the parties.

July 31st

Sonae SGPS, SA informed that the it has reached an agreement to sell 24.99% of the share capital of Sonae MC, SGPS.

August 18th

Sonae SGPS, SA informed about the completion of the transaction regarding the sale of 24.99% of the share capital of Sonae MC.

Sonae MC, SGPS, S.A. informed about the recomposition of the Board of Directors.

September 1st

Sonae SGPS, SA informed about the completion of the sale, by its subsidiary Sonae MC, SGPS, S.A., of its 50% stake in the share capital of Modelo - Distribuição de Materiais de Construção S.A. ("Maxmat").

September 6th

Sonae SGPS, SA informed about the acquisition, by its subsidiary Sonae Food4Future, SA, of 95.4% of the share capital and voting rights in Claybell Limited (owner of 100% of Gosh Food Limited).

September 15th Sonae SGPS, SA informed on plan for gender equality 2022.

September 24th Sonae - SGPS, SA announced the appointment of the Substitute Secretary of the Company.

September 28th Sonae SGPS, S.A. informed on cash settled equity swap termination.

September 30th Sonae SGPS, S.A. informed on qualified shareholding.

Subsequent events

October 27th

Sonae MC, SGPS, S.A. informed about the recomposition of the Board of Directors. NOS SGPS, SA informed about the end of 5G auction.

November 3rd Sonae SGPS, S.A. informed on Portuguese Competition Authority decision.

M€ 9M20 2020 9M21 уоу
TOTAL ASSETS 7,968 8,149 8,164 2.5%
Non current assets 6,251 6,328 6,385 2.1%
Net fixed assets 2,075 2,108 2,096 1.0%
Net Rights of Use 1,040 1,054 1,014 $-2.5%$
Goodwill 671 671 729 8.6%
Investment properties 332 319 317 $-4.4%$
Other investments 1,747 1,776 1,830 4.7%
Deferred tax assets 332 358 359 8.3%
Others 54 41 39 $-27.8%$
Current assets 1,717 1,821 1,779 3.6%
Stocks 589 636 587 $-0.3%$
Trade debtors 131 148 139 6.5%
Liquidity 687 767 774 12.7%
Others 311 271 279 $-10.3%$
SHAREHOLDERS' FUNDS 2,371 2,440 3,008 26.8%
Equity holders 1,920 1,993 2,428 26.5%
Attributable to minority interests 452 447 580 28.4%
LIABILITIES 5,596 5,709 5,156 $-7.9%$
Non-current liabilities 3,412 3,404 2,765 $-19.0%$
Bank loans 1,106 1,007 709 $-35.9%$
Lease liabilities 1,087 1,100 1,082 $-0.4%$
Other loans 620 690 368 $-40.6%$
Deferred tax liabilities 467 479 477 2.3%
Provisions 33 47 18 $-45.1%$
Others 100 81 110 10.3%
Current liabilities 2,184 2,305 2,391 9.5%
Bank loans 205 177 251 22.5%
Lease liabilities 107 107 97 $-8.8%$
Other loans 17 16 323
Trade creditors 1,236 1,339 1,154 $-6.7%$
Others 619 666 565 $-8.7%$
SHAREHOLDERS' FUNDS + LIABILITIES 7,968 8,149 8,164 2.5%

Sonae Sierra' statutory accounts

I€M 9M20 9M21 you 3020 3Q21 yoy
Turnover 72 72 $-0.6%$ 23 26 13.8%
Underlying EBITDA 10 12 12.1% 3 5 59.5%
Equity method results 12 20 63.6% $\overline{2}$ 9
Non-recurrent items 57 0 0
EBITDA 80 32 $-60.4%$ 5 14 172.5%
EBIT 68 32 53.2% -1 15
Net Financial results $-7$ -6 16.1% $-2$ -1 40.0%
Taxes $-1$ $-1$ 30.4% 0 0
Direct result 60 25 $-57.8%$ -3 13
Indirect result -81 -16 80.2% -9 $-1$ 84.7%
Net result $-21$ 9 $-12$ 12
Non-controlling interests 1 $-3$ 1 $-1$
Net result group share $-20$ 6 $-12$ 11

Methodological Notes

The consolidated financial information contained in this report was prepared in accordance with International Financial Reporting Standards (IFRS), as adopted by the European Union. The financial information regarding quarterly and semi-annual figures was not subject to audit procedures.

Sonae adopted the IFRS16 accounting standard in 2019.

In the 3Q21, Maxmat from Sonae MC and Bizdirect from Sonae IM were sold and all periods in 2020 and 2021 were restated to consider these assets as discontinued operations in the P&L.

Capex Investments in tangible and intangible assets and investments in acquisitions. For NOS it includes right of
use.
Direct results Results before non-controlling interests excluding contributions to indirect results.
(Direct) EBIT Direct EBT - financial results.
EBITDA Underlying EBITDA + equity method results + non-recurrent items.
EBITDA margin EBITDA / turnover.
(Direct) EBT Direct results before taxes.
EoP End of period.
Indirect results Includes S. Sierra's results, net of taxes, arising from: (i) investment property valuations; (ii) capital gains
(losses) on the sale of financial investments, joint ventures or associates; (iii) impairment losses of non-
current assets (including goodwill) and (iv) provision for assets at risk. Additionally and concerning the
remaining Sonae's portfolio, it incorporates: (i) impairments in retail real estate properties; (ii) reductions
in goodwill; (iii) provisions (net of taxes) for possible future liabilities and impairments related with non-
core financial investments, businesses, assets that were discontinued (or in the process of being
discontinued/repositioned); (iv) results from mark to market methodology of other current investments
that will be sold or exchanged in the near future and from other related income (including dividends); and
(v) other non-relevant issues.
Investment properties Shopping centres in operation owned and co-owned by Sonae Sierra.
Lease Liabilities Net present value of payments to use the asset.
Like for Like sales (LfL) Sales made by stores that operated in both periods under the same conditions. Excludes stores opened,
closed or which suffered major upgrade works in one of the periods.
Loan to Value (LTV) -
Holding
Holding net debt (average) / NAV of the investment portfolio plus Holding net debt (average).
Loan to Value (LTV) -
Sonae Sierra
Net debt / (Investment properties + properties under development), on a proportional basis.
INREV NAV S. Sierra Open market value attributable to Sonae Sierra - net debt - minorities + deferred tax liabilities.
Net asset value (NAV) of
the investment portfolio
Market multiple approach to each one of Sonae's businesses - average net debt - minorities (book value)
Net debt Bonds + bank loans + other loans + financial leases + shareholder loans - cash - bank deposits - current
investments - other long-term financial applications.
Net financial debt Net debt excluding shareholders' loans.
Net invested capital Total net debt + total shareholders' funds.
Online sales Total e-commerce sales, including online marketplaces.
Open Market Value
(DMV)
Fair value of properties in operation (% of ownership), provided by independent international entities and
book value of development properties (% of ownership).
Other loans Bonds, leasing and derivatives.
Right of use (RoU) Lease liability at the beginning of the lease adjusted for, initial direct costs, advance rent payments and
possible lease discounts.
RoIC Return on invested capital.
Total Net Debt Net Debt + lease liabilities
Underlying EBITDA Recurrent EBITDA from the businesses consolidated using the full consolidation method.
Underlying EBITDA
margin
Underlying EBITDA / turnover.

17

2021 third quarter Results

CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION AT 30 SEPTEMBER 2021 AND 2020 AND 31 DECEMBER 2020

(Amounts expressed in euro)

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

Notes 30 Sep 2021 30 Sep 2020
Restated
Note 5
31 Dec 2020
ASSETS
NON-CURRENT ASSETS:
Property, plant and equipment 7 1,667,407,314 1,679,045,111 1,695,077,660
Intangible assets 8 428,674,980 395,589,424 413,375,902
Right of use assets 9 1,014,489,374 1,040,332,256 1,053,829,561
Investment properties 317,477,645 331,952,680 319,417,528
Goodwill 10 728,905,210 670,901,347 670,816,144
Investments in joint ventures and associates 11 1,588,075,816 1,513,871,257 1,548,383,214
Assets at fair value through results 12.1 87,275,284 93.234.162 97,668,772
Assets to fair value through other comprehensive income 12.2 139,765,957 123,762,139 115,903,789
Other investments 14 14,719,488 16,433,446 14,266,208
Deferred tax assets 13 359,423,287 331,780,385 358,072,804
Other non-current assets 38,757,425 53,716,830 41,232,738
Total Non-Current Assets 6,384,971,780 6,250,619,036 6,328,044,320
CURRENT ASSETS:
Inventories 587,180,774 588,781,831 636,072,241
Trade receivables and other current assets 339,647,310 359,442,263 330,432,920
Income tax assets 38,836,093 36,817,454 37,711,054
Other tax assets 14 38,117,140
26,381,361
39,167,186
800,335
42,016,611
3,345,882
Investments
Cash and bank balances
15 747,897,887 686,401,036 763,302,610
Total Current Assets 1,778,060,565 1,711,410,105 1,812,881,318
Assets classified as held for sale 976,129 5,682,379 8,001,633
TOTAL ASSETS 8,164,008,474 7,967,711,520 8,148,927,271
EQUITY AND LIABILITIES
EQUITY:
Share capital 2,000,000,000 2,000,000,000 2,000,000,000
Own shares
Legal reserve
(88,539,491)
281,215,564
(93,340,758)
277,452,299
(93, 340, 758)
277,452,299
Reserves and retained earnings 16 77,511,265 (260, 118, 303) (262,266,902)
Profit/(Loss) for the period attributable to the equity holders of the Parent Company 158,202,902 (4,212,366) 70,944,578
Equity attributable to the equity holders of the Parent Company 2,428,390,240 1,919,780,872 1,992,789,217
Equity attributable to non-controlling interests 17 579,678,136 451,621,425 447,063,129
TOTAL EQUITY 3,008,068,376 2,371,402,297 2,439,852,346
LIABILITIES:
NON-CURRENT LIABILITIES:
Loans 18 1,077,242,023 1,725,451,186 1,696,403,314
Lease liabilities 9 1,082,055,135 1,086,616,214 1,100,459,060
Other non-current liabilities 110,327,959 100,019,132 80,942,994
Deferred tax liabilities 13 477,350,054 466,730,850 479,103,073
Provisions 19 18,344,270 33,402,694 47,032,991
Total Non-Current Liabilities 2,765,319,441 3,412,220,076 3,403,941,432
CURRENT LIABILITIES:
Loans 18 574,012,525 221,706,568 193,356,993
Lease liabilities 9 97,466,140 106.875.111 107,387,576
Trade payables and other current liabilities 1,603,875,436 1,730,425,303 1,871,039,085
Income tax liabilities 34,780,284 18,819,740 16,148,599
Other tax liabilities 73,320,684 80,565,972 96,992,405
Provisions 19 7,165,588 24,416,453 16,344,127
Total Current Liabilities 2,390,620,657 2,182,809,147 2,301,268,785
Liabilities directly associated with assets classified as held for sale 1,280,000 3,864,708
TOTAL LIABILITIES 5,155,940,098 5,596,309,223 5,709,074,925
TOTAL EQUITY AND LIABILITIES 8,164,008,474 7,967,711,520 8,148,927,271

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

CONDENSED CONSOLIDATED INCOME STATEMENTS FOR THE PERIOD ENDED 30 SEPTEMBER 2021 AND 2020

(Amounts expressed in euro)

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

Notes 3 rd Quarter
2021
3rd Quarter 2020
Restated
30 Sep 2021 30 Sep 2020
Restated
Note 5
Sales 6 1,707,462,717 1,656,313,543 4,778,669,144 4,564,508,143
Services rendered 6 84,546,892 77,996,418 235,222,378 224.192.462
Changes in value of investment properties (3,804,051) (2,133,040) (15,819,504)
Income or expense relating to investments 20 32.927 (30.912) 9.670.495 21,931,184
Gains and losses on investments recorded at fair value through
results
12.3 10,350,766 31,130,595 23,862,578 29,306,657
Financial income 22 9,803,213 13,767,317 29,535,845 31,224,520
Other income 21 32,118,504 38,758,051 103,199,250 88,287,127
Cost of goods sold and materials consumed (1,242,123,493) (1,182,682,058) (3,441,019,011) (3,345,548,364)
(Increase) / Decrease in prodution 433,174 (1,075,853) 532,841 226,346
External supplies and services (187, 855, 170) (174, 841, 239) (550,018,300) (487,496,802)
Employee benefits expense (215,958,171) (206, 635, 318) (663,693,009) (636,034,647)
Depreciation and amortisation expenses 7.8 and 9 (84,098,726) (82,613,066) (251, 634, 669) (251,400,684)
Impairment losses 19 (541, 596) (13,881,738) (12,893,226) (22,848,420)
Provisions 19 (279,748) 1,050,423 (5,164,279) (25, 947, 351)
Financial expense 22 (36,169,859) (43,393,362) (108, 838, 825) (107, 353, 850)
Other expenses (19,034,090) (21,583,240) (59, 630, 313) (50,996,953)
Share of results of joint ventures and associates 11.2 32,748,508 (2,428,778) 76,368,130 (26,125,009)
Profit/(Loss) before taxation from continuing operations 91,435,848 86,046,732 162,035,989 (9,895,145)
Income tax expense (17, 321, 370) (14, 963, 364) (21,726,283) (7,606,226)
Profit/(Loss) after taxation from continuing operations 74,114,478 71,083,368 140,309,706 (17, 501, 371)
Profit/(Loss) from discontinued operations after taxation
Consolidated profit/(Loss) for the period
4.2.5 50.012.327
124,126,805
1.038.872
72,122,240
53.144.426
193,454,132
3.437.748
(14, 063, 623)
Attributable to equity holders of the Parent Company:
Continuing operations 58,951,994 72,616,693 120,922,786 (4, 113, 646)
Discontinued operations 36,821,849 (339, 360) 37,280,116 (98,721)
95,773,843 72,277,333 158,202,902 (4, 212, 366)
Attributable to non-controlling interests:
Continuing operations 15,162,484
13,190,478
(1,533,325)
1,378,232
19,386,920
15,864,310
(13,387,726)
3,536,469
Discontinued operations 17 28,352,962 (155, 093) 35,251,230 (9,851,257)
Profit/(Loss) per share
24 0.030890 0.038015 0.063362 (0.002153)
24 0.028861 0.037404 0.059201 (0.000052)
24 0.019294 (0.002134) 0.019534 (0.002008)
24 0.018027 (0.000166) 0.018252 (0.000048)

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

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

Notes 3rd Quarter
2021
3rd Quarter
2020
Restated
30 Sep 2021 30 Sep 2020
Restated
Note 5
Net Profit / (Loss) for the period 124.126.805 72,122,240 193.454.132 (14,063,623)
Items that may be reclassified subsequently to profit or loss:
Exchange differences on translation of foreign operations 3,053,666 3,461,861 (339,998) 13,692,695
Share of other comprehensive income of joint ventures and associates 11.2 (10,154,994) (41,398,941) 4,328,248 (120, 801, 356)
Changes in cash flow hedging reserve 11.711.238 (272,870) 18,673,984 (367, 624)
Income tax relating to items that may be reclassified subsequently to profit or loss (12, 844) (31,021) (315,601) (72,253)
Others (56, 776) 246.023 46,511 169.786
4,540,290 (37,994,948) 22,393,144 (107, 378, 752)
Items that won't be reclassified subsequently to profit or loss:
Changes value of financial assets at fair value 12.3 19.930.161 1,415,205 23.862.362 1,283,043
Total other comprehensive income for the period 24,470,451 (36, 579, 743) 46,255,506 (106, 095, 709)
Total comprehensive income for the period
Attributable to:
148,597,256 35,542,497 239,709,638 (120, 159, 332)
Equity holders of parent company 115,999,606 40.350.290 197,531,478 (84,956,287)
Non controlling interests 32,597,650 (4,807,793) 42,178,160 (35,203,045)

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

Reserves and Retained Earnings
Share
Capital
Own
Shares
Legal
Reserve
Currency
Translation
Reserve
Investments
Fair Value
Reserve
Cash-flow
Hedging
Reserve
Other Reserves
and Retained
Earnings
Total Reserves
and Retained
Earnings
Net
Profit/(Loss)
Total Non controlling
Interests
(Note 17)
Total
Equity
Attributable to Equity Holders of Parent Company
Balance as at 1 January 2020 - Published 2,000,000,000 (99,806,645) 268,028,145 (7.400.437) 4,137,942 (673,747) (197,657,962) (201,594,204) 165,221,904 2,131,849,200 974,714,342 3,106,563,542
Restatement of financial assets at fair value $\sim$ $\sim$ (1,456,484) $\sim$ 898,755 (557,729) 557,729 $\sim$ $\sim$
Balance as at 1 January 2020 2,000,000,000 (99,806,645) 268,028,145 (7,400,437) 2,681,458 (673, 747) (196, 759, 207) (202, 151, 933) 165,779,633 2,131,849,200 974,714,342 3,106,563,542
Total comprehensive income for the period 11,772,487 (21,056,161) (599,409) (70,860,838) (80,743,921) (4,212,366) (84,956,287) (35,203,045) (120,159,332)
Appropriation of consolidated net profit of 2019
Transfer to legal reserves and retained earnings $\sim$ 9,424,154 $\sim$ $\sim$ 156.355.479 156.355.479 (165,779,633) $\sim$
Dividends distributed ×. $\sim$ (88,485,183) (88,485,183) $\sim$ (88,485,183) (82,475,010) (170,960,193)
Income distribution from investment funds $\sim$ × $\sim$ $\sim$ $\sim$ $\sim$ $\sim$ (400.348) (400,348)
Obligation fulfield by share attribution to employees $\sim$ ÷. ä, $\sim$ 176,967 176,967 $\sim$ 176,967 9.348 186,315
Partial cancellation of Cash Settled Equity Swap $\sim$ 6,465,887 $\sim$ ÷. in 1919. (2,800,319) (2,800,319) $\sim$ 3,665,568 3,665,568
Variation in percentage of subsidiaries $\sim$ $\sim$ $\sim$ $\sim$ $\sim$ in 1919. (41,366,179) (41,366,179) $\sim$ (41.366.179) (21709.417) (63,075,596)
Capital increase $\sim$ $\sim$ $\sim$ $\sim$ $\sim$ $\sim$ $\sim$ $\sim$ $\sim$ $\sim$ 140,000 140,000
Capital decrease $\sim$ $\sim$ $\sim$ $\sim$ $\sim$ $\sim$ $\sim$ $\sim$ $\sim$ $\sim$ (27, 221, 946) (27,221,946)
Lose of control of subsidiaries $\sim$ $\sim$ $\sim$ $\sim$ $\sim$ $\sim$ ÷. $\sim$ a. (356, 173, 784) (356,173,784)
Others (1,103,214) (1,103,214) (1,103,214) (58,715) (1,161,929)
Balance as at 30 September 2020 2,000,000,000 (93, 340, 758) 277,452,299 4,372,050 (18, 374, 703) (1, 273, 156) (244, 842, 494) (260, 118, 304) (4, 212, 366) 1,919,780,871 451,621,425 2,371,402,297
Balance as at 1 January 2021 2,000,000,000 (93, 340, 758) 277,452,299 (7,400,437) 4,137,942 (673, 747) (258, 330, 660) (262, 266, 902) 70,944,578 1,992,789,217 447,063,129 2,439,852,346
Total comprehensive income for the period (2.473,104) 23,814,621 14,299,727 3,687,332 39,328,576 158,202,902 197,531,478 42,178,160 239,709,638
Appropriation of consolidated net profit of 2020
Transfer to legal reserves and retained earnings $\sim$ 3,763,265 $\sim$ $\sim$ 67,181,313 67,181,313 (70,944,578) $\sim$
Dividends distributed $\sim$ $\sim$ $\sim$ $\sim$ $\sim$ $\sim$ (93,023,122) (93,023,122) $\sim$ (93,023,122) (3,161,506) (96, 184, 628)
Income distribution from investment funds $\sim$ $\sim$ $\sim$ $\sim$ $\sim$ $\sim$ $\sim$
Obligation fulfield by share attribution to employees $\sim$ $\sim$ 732,777 732,777 $\sim$ 732,777 133,113 865,890
Partial cancellation of Cash Settled Equity Swap $\sim$ 4.801.267 $\sim$ $\sim$ $\sim$ (1,184,790) (1,184,790) $\sim$ 3,616,477 3,616,477
Variation in percentage of subsidiaries i. 328,131,708 328,131,708 328,131,708 92,756,771 420,888,479
Capital decrease $\sim$ ÷. in 1919. (426, 348) (426, 348)
Others (1,388,296) (1,388,296) (1,388,296) 1,134,817 (253, 479)
Balance as at 30 September 2021 2,000,000,000 (88, 539, 491) 281,215,564 (9,873,541) 27,952,563 13,625,980 45,806,263 77,511,265 158,202,902 2,428,390,240 579,678,136 3,008,068,376

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

OPERATING ACTIVITIES
INVESTMENT ACTIVITIES
FINANCING ACTIVITIES

The Board of Directors

SONAE, SGPS, SA

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 30 SEPTEMBER 2021

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

(Amounts stated in euros)

$\mathbf{1}$ . Introduction

SONAE, SGPS, SA ("Sonae Holding") has its head-office at Lugar do Espido, Via Norte, Apartado 1011, 4470-909 Maia, Portugal, and is the parent company of a group of companies. Sonae's operations and operating segments are described in Note 6.

$2.$ Covid-19 update

In the year of 2021, the Covid-19 outbreak continued to have a significant impact in our activities. On the first quarter of 2021, as a result of the worsening of the pandemic situation with a high transmission rate and an increasing number of deaths, it was formally declared a new state of emergency and a new national lockdown that lasted almost the whole quarter.

The increase in the pace of the vaccination process during the second quarter allowed that, despite the gradual worsening of the pandemic situation and the significant increase in the number of infections, it did not translate into an unbearable effort to the national health sustem, and therefore the Portuguese Government did not decreed additional measures of Covid-19 prevention. In this way the second quarter, while still largely affected by Covid, it was of economic recuperation.

After a first semester pronounced by confinement measurements, the third quarter was already a period with encouraging signs, Portugal reach levels of complete vaccination higher than 85%, which allowed the withdrawal of the remaining restrictions and the resume to an almost "normality". This evolution allowed the Group to continue carving his growing iourneu.

$\overline{3}$ . Principal accounting policies

The principal accounting policies adopted in preparing the accompanying consolidated financial statements are described below. These policies have been consistently applied in comparative periods.

Basis of presentation

The accompanying consolidated financial statements have been prepared in accordance with International Financial Reporting Standards ("IFRS") as adopted by the European Union, issued by the International Accounting Standards Board ("IASB"), and interpretations issued by the IFRS Interpretations Committee ("IFRIC") or by the previous Standing Interpretations Committee ("SIC"), as adopted by the European Union as from the consolidated financial statements issuance date.

Interim condensed consolidated financial statements are presented quarterly, in accordance with IAS 34 - "Interim Financial Reporting". As such, they do not include all the information to be disclosed in the annual consolidated financial statements and should therefore be read in conjunction with the consolidated financial statements for the previous year.

The accompanying condensed consolidated financial statements have been prepared from the books and accounting records of the company and subsidiaries, adjusted in the consolidation process, on a going concern basis and under the historical cost convention, except for some financial instruments and properties investments which are stated at fair value.

New accounting standards and their impact in these consolidated financial statements:

Up to the date of approval of these consolidated financial statements, the European Union endorsed the following standards, interpretations, amendments and revisions some of which become mandatory during the year 2021:

With mandatory application
during the year 2021:
Effective date (for
financial years
beginning on or
after)
e IFRS 16 - Interest Rate IFRS 9, IAS 39, IFRS 7, IFRS 4 Additional exemptions related to the impacts of the reform of the reference interest rates
("IBOR"), and especially the replacement of a reference interest rate by another alternative
Benchmark Reform - Phase 2 in the financial instruments traded
01 Jan 2021
IFRS 16 Leases Covid 19 -
Related Rent Concessions
Proposal to extend the application of the practical expedient on rental rents that affect
payments originally due on or before June 2022.
01 Apr 2021

These standards were first applied by the Group in 2021, however, the impacts were not relevant in the accompanying financial statements.

The following standards, interpretations, amendments and revisions were endorsed by the European Union and have mandatory application in future economic exercises:

With mandatory application
after 2021
Effective date (for
financial years
beginning on or
after)
IAS 16 Property, Plant and
Equipment
The amendments prohibit a company from deducting from the cost of property, plant and
equipment amounts received from selling items produced while the company is preparing
the asset for its intended use
01 Jan 2022
IAS 37 Provisions, Contingent
Liabilities and Contingent
Assets
Clarification regarding the nature of costs a company should include when assessing
whether a contract will be loss-making
01 Jan 2022
Annual Improvements 2018-
2020
Amendments to IFRS 1, IFRS 9, IFRS 16 e IAS 41 01 Jan 2022
IFRS 3 Business
Combinations
Update to references to the Conceptual Framework and clarification on the registration of
provisions and contingent liabilities within the scope of a business combination
01 Jan 2022
deferral of IFRS 9 IFRS 4 Insurance Contracts - End of the deferral of the beginning of the application of IFRS 9 for entities with insurance
activity, postponed to 1 January 2023
01 Jan 2023

The following standards, interpretations, amendments and revisions were not at to the date of approval of these consolidated financial statements endorsed by the European Union:

With mandatory application
on or after 2021
Effective date (for
financial years
beginning on or
after)
IAS 1 Presentation of
Financial Statements
Classification of a liability as current or non-current, depending on the right that an entity
has to defer its payment New definition of "settlement" of a liability
01 Jan 2023
IAS 1 Presentation of
Financial Statements; IAS 8
Accounting policies, Changes
in Accounting Estimates and
Errors
Amendments introduced a definition of 'accounting estimates' and included other
amendments to IAS 8 to help entities distinguish changes in accounting policies from
changes in accounting estimates
01 Jan 2023
IFRS 17 Insurance Contracts New accounting for insurance contracts, reinsurance contracts and investment contracts
with discretionary participation characteristics
01 Jan 2023
IFRS 17 Insurance Contracts
(amendments)
Inclusion of changes to IFRS 17 in areas such as: i) scope; ii) level of aggregation of insurance
contracts; iii) recognition; iv) measurement; v) modification and derecognition; vi)
presentation of the Statement of Financial Position; vii) recognition and measurement of the
Income Statement; and viii) disclosures
01 Jan 2023
IAS 12 Income Taxes Clarification of the accounting for deferred tax on leases and decommissioning obligations. 01 Jan 2023

The Group did not proceed with the early implementation of any of these standards in the financial statements for the period ended 30 September 2021 since their application is not mandatory, lying in the process of analyzing expected effects of those standards.

4. Changes in the consolidation scope

Acquisitions of subsidiaries in the period ended 30 September 2021 $4.1$

The subsidiaries acquisitions detail can be analysed as follows:

Proportion of voting equity interests
acquired
On the date of acquisition
COMPANY Head Office Direct Total
Sonae MC
Portimão Ativo-Sociedade Imobiliária. SA Portimão/Portugal 100.00% 75.01%
Worten
Zaask - Plataforma Digital, S.A. Matosinhos/Portugal 100.00% 100.00%
Others
Claybell Limited Milton Keynes/England 95.40% 95.40%
GOSH! Food Ltd Norfolk/England 95.40% 95.40%
GOSH! Food Ireland Ltd Dublin/Ireland 95.40% 95.40%

The company's acquisition generated a provisional Goodwill of an approximated value of 65.5 million euros, that will be reviewed in a one-year period, along with the completion of the "purchase price allocation" exercise, as determined in IFRS3.

The effects of these acquisitions on the consolidated accounts can analysed as follows:

Sonae MC Worten Others
Amounts in euro On the date of
acquisition
Fair Value Total 30 Sep 21 On the date of
acquisition
30 Sep 21 On the date of
acquisition
30 Sep 21
Net assets acquired
Property, plant and equipment and intagible assets (Notes 7 and 8) 18,757,752 1,945,120 20,702,872 20,483,341 558 15,158 9,767,787 10,098,314
Rights-of-use assets (Note 9) $\overline{\phantom{a}}$ 2.860.930 2,956,246
Inventories 754.356 743,256
Deferred tax assets 14.330 $\sim$ 14.330 14.330 ×. ٠ 643,709 666,552
Trade receivables and other assets 4,411 $\sim$ 4,411 3,868 $\sim$ 283,889 3,832,543 3,537,901
Other assets 15.567 15,567 15,567 80 12,411 277.843 310,667
Cash and cash equivalents 4,448 4,448 104,448 206,753 ×, 2,606,629 3,087,324
Loans (274, 298) (3,224,982) (3,337,766)
Deferred tax liabilities (1,587,722) (1,651,400)
Trade payables (1.246) (1,246) (44, 662) (1,764,465) (1,764,694)
Other liabilities (520, 926) (520, 926) (116, 232) (85,166) (103, 668) (658.422) (748, 554)
Total net assets acquired 18,274,335 1,945,120 20,219,455 20,505,321 122,225 (111, 171) 13,508,204 13.897.846
Goodwill (Note 10) 3,829,967 61,694,452
Non-controlling interests (Note 17) ٠ (621, 013)
Acquisition cost 18,274,335 1,945,120 20,219,455 3,952,192 74,581,643
Cash paument 18,269,887 1,945,120 20,215,007 2,960,439 71,975.014
Consideration to be paid 991,753 2.606.629
18,269,887 1,945,120 20,215,007 3,952,192 74,581,643
Net cash flow arising from acquisition (Note 25)
Cash payment 18,274,335 1,945,120 20,215,007 2,960,439 71,975,014
Cash and bank balances acquired 4.448 4.448 206,753 2,606,629
18,269,887 1,945,120 20,210,559 2,753,686 69,368,385

$4.2$ Disposals during the period

During the third quarter 2021 the disposal processes of the capital held on the companies Modelo Distribuição-Mat.Con.S.A.
(Maxmat) and Digitmarket Sistemas de Informação S.A. were completed, and so the detail of the resul

30 Sep 2021
Amounts expressed in euro Maxmat Digitmarket Bright Brands Total of
Discontinued
Gain/(Loss) on disposal 41.707.956 5.538.106 (2,161,273) 45,084,789
Profit/(loss) from the exercise until the disposal date 8.168.222 (108.585) ÷ 8,059,637
Profit/(loss) for the period from discontinued operations 49.876.178 5.429.521 (2,161,273) 53.144.426

The effects of these transactions on the co analysed as follows:

At the disposal date
Amounts in euro Maxmat Digitmarket BrightBrands
Net assets
Property, plant and equipment and intagible assets (Note 7 and 8) 32,964,945 112,024
Rights of use (Note 9) 2,100,582 791,197
Deferred tax assets 1,242,213 155,564
Other assets 24.751.357 11,273,379
Cash and cash equivalents 28,290,609 7,789,491
Loans (4,513,472)
Trade payables (24,021,818) (8,328,123)
Other current liabilities (8,161,368) (7,008,200)
Assets and liabilities held for sale 2,161,274
Total net assets 52,653,048 4,785,331 2,161,274
Goodwill (Note 10)
Non Controlling Interests (26,326,524) (1,196,333)
Capital Gain on the disposal 41,707.956 5.538.106 (2,161,273)
Disposal cost 68,034,480 9,127,104
Amounts received (Note 25) 39,743,871 1,337,613 1
Cash and bank balances to be received 28.290.609 7,789,491
68,034,480 9,127,104 1
Net cash flow arising from the disposal
Amounts received 39,743,871 1,337,613 1
Cash and bank balances disposed (28,290,609) (7,789,491)
11.453.262 (6.451.878)
15 49.876.178 5.429.521
onsolidated financial statements can be

The breakdown of the net income for the year until disposal can be analyzed as follows:

SU Sep ZUZI
Amounts expressed in euro Maxmat Digitmarket Profit/(loss) until
the disposal date
Turnover 81,767,708 22,479,039 104,246,747
Other income 834,616 10,861 845,477
Cost of goods sold and materials consumed (51,101,435) (18,945,887) (70,047,322)
External supplies and services (9,561,806) (1,746,696) (11,308,502)
Employee benefits expense (8,753,719) (1,780,393) (10,534,112)
Depreciation and amortisation expenses (2,510,801) (150, 359) (2,661,160)
Impairment losses (2,927) (2, 927)
Other expenses (484,297) (5,822) (490,119)
Financial income (58,440) 3,110 (55,330)
Profit/(Loss) before tax 10,128,899 (136.147) 9,992,752
Income tax expense (1,960,677) 27,562 (1,933,115)
Profit/(Loss) after tax 8,168,222 (108, 585) 8,059,637

5. Restatement of consolidated income statements

$5.1$ Review of the classification of minority stakes

In the year ended 31 December 2020, a review was performed of the classification of the minority interests of the subsidiaries SonaelM, Bright Development and Bright Vector I, recorded in the group to date in accordance with IFRS 9 at fair value through other comprehensive income. As a result of this review, the group concluded to significant influence in the majority of these investments. In this sense, and taking into account that the investment activity developed by these subsidiaries fits, for the purposes of the exemption provided for in paragraph 18 of IAS 28, as venture capital activity, the group opted for the exemption of the application of the equity method, and started to measure the minority interests held by these subsidiaries at fair value through profit or loss in accordance with IFRS 9.

Income statements were restated for period ended 30 September 2020 to reflect the changes mentioned above.

$5.2$ Classification of Digitmarket and Maxmat as discontinued operations

Following the disposal of the remaining capital held on the companies Digitmarket Sistemas de Informação S.A. (previously held 75% by Sonae Investment Management – Software and Technology, SGPS, S.A. 15% by AITEC Capital, SGPS, S.A. and 10% by Banco BPI, S.A.), and Modelo Distribuição-Materiais de Construção, S.A. (Maxmat) (previously held 50 consolidated financial statements, were presented as assets held for sale and as discontinued operations.

The restatement impacts on the consolidated financial statements according to the changes described previously on note 5.1 and 5.2, for the period ended 30 September 2020 can be summarize as follows:

ASSETS
EQUITY AND LIABILITIES
LIABILITIES:
30 Sep 2020 Before the
restatement
Review of the
classification of
minority stakes
Discontinued
operations
After the
restatement
Sales 4,685,436,149 ä, (120, 928, 006) 4,564,508,143
Services rendered 222,967,907 1,224,555 224,192,462
Changes in value of investment properties (15,819,504) (15,819,504)
Income or expense relating to investments 22,110,883 (179,699) 21,931,184
Gains and losses on investments recorded at fair value through results 29,345,075 (38, 418) 29,306,657
Financial income 31,232,331 (7, 811) 31,224,520
Other income 89.105.656 ÷, (818,529) 88,287,127
Cost of goods sold and materials consumed (3,439,774,563) 94,226,199 (3,345,548,364)
(Increase) /Decrease in prodution 226.346 ×, 226,346
External supplies and services (488, 631, 527) 1,134,725 (487,496,802)
Employee benefits expense (647,881,003) ä, 11,846,356 (636,034,647)
Depreciation and amortisation expenses (253,885,543) ä, 2,484,859 (251,400,684)
Impairment losses (22,852,242) ×, 3.822 (22,848,420)
Provisions (25,947,351) (25, 947, 351)
Financial expense (107,709,396) 355,546 (107, 353, 850)
Other expenses (51,865,551) 868.598 (50,996,953)
Share of results of joint ventures and associates (26,101,016) (242,108) 218,115 (26,125,009)
Profit/(Loss) before taxation from continuing operations (29, 388, 424) 29,102,967 (9,609,688) (9,895,145)
Income tax expense (2,893,922) (7,133,515) 2,421,211 (7,606,226)
Profit/(Loss) after taxation from continuing operations (32, 282, 346) 21,969,452 (7, 188, 477) (17, 501, 371)
Profit/(Loss) from discontinued operations after taxation (3,750,729) 7,188,477 3.437.748
Consolidated profit/(Loss) for the period (36.033.075) 21,969,452 (14, 063, 623)

6. Segment information

Sonae has in its portfolio 8 business segments:

  • Sonae MC is the food retail unit that owns the brands Continente, Continente Modelo, Continente Bom Dia, Go Natural, $\bullet$ Well's, Arenal and the franchised shops Meu Super and also includes the operational assets of Sonae RP;
  • Worten is one of the Iberian electronics retail players; $\bullet$
  • Sonae Sierra is the subsidiary dedicated to the activity of development and management of shopping malls; $\bullet$
  • Sonae Fashion incorporates a network of own clothing shops combined with a franchising network; $\bullet$
  • Sonae FS aims to boost retail financial services; $\bullet$
  • Sonae IM has the objective of building and managing a portfolio of technology-based companies related to retail and $\bullet$ telecommunications:
  • NOS is the partnership that the group holds through Zopt dedicated to telecommunications; and $\bullet$
  • Iberian Sports Retail Group (ISRG), a partnership with a network of sports stores in Spain and Portugal. $\bullet$

These operating segments have been identified taking into consideration that each of these segments have separate identifiable revenues and costs, separate financial information is produced, and its operating results are reviewed by management on which it makes decisions.

Financial information per business segment

The main operating segment information as at 30 September 2021 and 2020 can be detailed as follows:

30 Sep 2021 Turnover Depreciation and
amortisation (3)
Provisions
and impairment
$losses^{(3)}$
EBIT (3) Financial
results $(3)$
Income tax $(3)$
Sonae MC 3.882.684.874 (188, 294, 687) (10.898.294) 228.981.125 (58,162,459) (9,622,347)
Worten 803.091.784 (24, 728, 757) (3,871,601) 13.961.396 (3,335,437) (11,752,050)
Sonae Sierra 71.881.209 (2,257,497) (749, 816) 31,616,680 (5,609,528) (482,293)
Sonae Fashion 230,369,507 (25,662,446) (876, 717) (28,486,515) (4,599,268) 6,289,277
Sonae FS 19,568,144 (1,162,007) (981, 679) (11,023,803) (97,665) 3,955,127
Sonae IM 42,939,214 (5,630,772) 114,822 13.656.056 236.681 (3,176,454)
NOS. $\sim$ ٠ 28.629.776 $\sim$
ISRG $\sim$ 9.886.305
Other, eliminations and adjustments (1) (36,643,210) (3,883,723) (2,334) (26, 128, 375) (7,735,305) 2.270.242
Total consolidated - Direct 5.013.891.522 (251, 619, 889) (17, 265, 619) 261,092,645 (79, 302, 981) (12, 518, 498)
30 Sep 2020 Turnover Depreciation and
amortisation (3)
Provisions
and impairment
$losses^{(3)}$
EBIT (3) Financial
results $(3)$
Income tax $(3)$
Sonae MC 3,686,098,487 (181,402,162) (11,322,886) 171,119,152 (58,770,804) (16, 126, 822)
Worten 775.380.606 (29,819,781) (1,749,184) (18,952,124) (5,287,279) 1,843,948
Sonae Sierra 72.335.060 (2,243,613) (10, 280, 475) 30.374.018 (6,694,739) 6,366,864
Sonae Fashion 231,689,408 (27,259,158) (858,306) (48,361,634) (4,292,181) 7,577,977
Sonae FS 25.867.079 (744.777) 1.041.708 168,277 213,718
Sonae IM 40,351,710 (5,323,377) (340, 484) (17,043,602) (649,124) (3,786,359)
NOS ٠ 21,387,528 ٠
ISRG $\sim$ (3,523,994) $\sim$
Other, eliminations and adjustments (1) (43,021,745) (4,607,816) (1,841) (11, 117, 392) (6,834,849) 820,858
Total consolidated - Direct 4.788.700.605 (251, 400, 684) (24.553.176) 124,923,660 (82,360,699) (3,089,816)

30 Sep 2021 30 Sep 2020
Investment
(CAPEX)
Invested
capital
Finantial net
$debt^{(2)(4)}$
Investment
(CAPEX)
Invested
capital
Finantial net
$debt^{(2)(4)}$
Sonae MC 132,028,346 2.440.329.378 1,532,578,390 135,800,765 2,390,113,268 1,545,553,484
Worten 32,573,203 14.175.174 14,013,045 29.985.344
Sonae Sierra 1.716.613 916.925.410 25.973.917 1.855.697 923.860.199 30,716,414
Sonae Fashion 8.023.580 309,640,812 71.585.357 322.973.659
Sonae FS 1,899,324 30,865,950 1,483,991 11,143,993
Sonae IM 12.754.267 240.295.864 3.982.985 9,868,545 194.699.155 5,718,453
NOS. 825,253,061 773,800,287
ISRG 93.791.423 78,187,525
Other, eliminations and adjustments (1) 166.269.400 173.399.952 474.073.527 141.108.243 72.650.878 844.023.641
Total consolidated 355,264,733 5.044.677.024 2.036.608.819 375,715,643 4.797.414.308 2,426,011,992

$\begin{pmatrix} 1 \ 2 \end{pmatrix}$ Include Sonae individual accounts;

These captions are accompanied by management in more aggregated form, and not allocated to individual operating segments identified

above; Reconciled information in note 24;

$\begin{pmatrix} 3 \ 4 \end{pmatrix}$ Include lease liabilities.

The caption "Others, eliminations and adjustments" can be analysed as follows:

Investment Invested capital
30 Sep 2021 30 Sep 2020 30 Sep 2021 30 Sep 2020
Inter-segment intra-groups and contributions of entities non-
individualized entities as segments
12.135.111 141108.243 173.399.952 126.194.920
Aquisition of an additional 10% of Sonae Sierra (Note 15) 82.159.275
Investments in joint ventures and associated companies 71.975.014
Cash settled equity swap (53,544,042)
166,269,400 141,108,243 173,399,952 72,650,878

All performance measures are reconciled to the financial statements in Note 27.

Glossary:

Net Invested capital = Net debt + Shareholder funds;

Net Financial Debt = Bonds + bank loans + other loans + financial leases - cash, bank deposits, current investments, excluding other long-term investments + lease liabilities;

Others, eliminations and adjustments = lntra-groups + consolidation adjustments + contributions from other companies not included in the disclosed segments by do not fit in any reportable segment, i.e., companies other than Sonae SGPS are included in the consolidated financial statements as of 30 September 2021;

Investments (CAPEX) = Gross investments in Property, Plant and equipment and intangible assets and investments in acquisitions.

$7.$ Property, plant and equipment

During the nine months period ended 30 September 2021, the movements in Property, plant and equipment as well accumulated depreciation and impairment losses are made up as follows:

Land and
Buildings
Plant and
Machinery
Other tangible
assets
Tangible assets
in progress
Total tangible
assets
Gross costs:
Opening balance as at 1 January 2021 1,369,507,637 1,732,910,970 266,948,525 42,256,439 3,411,623,571
Investment 11.951.051 3.429.145 844.874 95,712,054 111,937,124
Acquisitions of subsidiaries (Note 4.1) 28,650,857 7,109,916 164.665 35,925,438
Disposals (1.998.892) (63,169,374) (6,293,065) (5.907.999) (77,369,330)
Disposals of subsidiaries (Note 4.2) (34,250,319) (23,846,460) (4,480,299) (25, 963) (62,603,041)
Exchange rate effect 321.699 319.336 13.317 654,352
Transfers 2,029,681 79,430,321 13,052,699 (97,158,039) (2,645,338)
Closing balance as at 30 September 2021 1,376,211,714 1,736,183,854 270,250,716 34,876,492 3,417,522,776
Accumulated depreciation and impairment losses
Opening balance as at 1 January 2021 456,389,047 1,063,890,763 196,057,071 209,030 1,716,545,911
Depreciation of the period 16,797,900 88,184,570 16,727,815 121,710,285
Impairment losses of the period (Note 17) 1.422.941 ÷. 1,422,941
Reversals of impairment losses (72.080) (110.883) (10.858) (193,821)
Acquisitions of subsidiaries (Note 4.1) 2,190,069 3.149.850 114.302 5,454,221
Disposals (804.005) (55,672,059) (6.283.040) (1,282) (62,760,386)
Disposals of subsidiaries (Note 4.2) (9,966,874) (16,268,738) (3,412,814) (29,648,426)
Exchange rate effect 64.305 141.847 9.923 216,075
Transfers (256, 716) (1,285,785) (1,080,573) (8,264) (2,631,338)
Closing balance as at 30 September 2021 464.341.646 1,083,452,506 202,121,826 199,484 1,750,115,462
Carrying amount
as at 30 September 2021 911,870,068 652,731,348 68,128,890 34,677,008 1,667,407,314

The investment includes the acquisition of assets of approximately 95.7 million euros (80 million euros in 2020), associated with the opening and remodeling of stores of Sonae retail operating segments.

The divestment mainly comprises the disposal of 17 stores and the closing down of 14 stores own by Worten Spain as result from the plan to optimize the Worten's Spanish operation.

Intangible assets 8.

During the nine months period ended 30 September 2021, the movement occurred in intangible assets and in the corresponding accumulated amortisation and impairment losses, was as follows:

Patents and
other similar
rights
Software Other intangible
assets
Intangible assets
in progress
Total intangible
assets
Gross assets:
Opening balance as at 1 January 2021 233,724,899 492,244,349 101,174,813 42,403,366 869,547,427
Investment 27,194 691,240 21,350 49.496.246 50,236,030
Acquisitions of subsidiaries 15,000 15,000
Disposals (120) (16,516,476) ä, (476, 967) (16,993,563)
Disposals of subsidiaries (Note 4.2) (1,518,248) (2,152,905) (4,310) (3,675,463)
Transfers 21,008,389 3,123,393 9 (23,572,723) 559,068
Closing balance as at 30 September 2021 253,242,114 477,389,601 101,211,172 67,845,612 899,688,499
Accumulated depreciation and impairment losses
Opening balance as at 1 January 2021 48,229,268 354,978,760 52,963,497 456,171,525
Depreciation of the period 2,852,459 28,692,772 3.652.479 35,197,710
Reversals of impairment losses (Note 17) (275,007) (275,007)
Acquisitions of subsidiaries ٠ 15,000 15,000
Disposals (16,513,817) ×, (16,513,817)
Disposals of subsidiaries (Note 4.2) (1,517,277) (2,035,832) ä, (3,553,109)
Transfers 16,907,024 (16,935,816) 9 (28, 783)
Closing balance as at 30 September 2021 66,471,474 347,911,060 56,630,985 471,013,519
Carrying amount
as at 30 September 2021 186,770,640 129,478,541 44,580,187 67,845,612 428,674,980

As at 30 September 2021 the Investment related to intangible assets in progress includes 37.3 million euros related to IT
projects and development software. Within that amount it is included 13.2 million euros of capitaliz related to own work.

Rights of use $9l$

During the period of nine months ended on 30 September 2021, the detail and the movement in the value of the rights of use, as well as in the respective depreciations, was as follows:

Land and
Buildings
Vehicles Others
tangible
assets
Total tangible
assets
Cost
Opening balance as at 1 January 2021 1,546,044,095 97,032,923 2,787,283 1,645,864,301
Additions 54,324,179 8,114,403 1,243,237 63,681,819
Acquisitions of subsidiaries (Note 4.1) 2,547,150 313,780 2,860,930
Effect of foreign currency exchange differences 132,242 15,179 1,204 148,625
Decreases and write-offs (67,942,739) (5,512,931) (786,014) (74, 241, 684)
Disposals of subsidiaries (Note 4.2) (7,020,413) (750,293) (7,770,706)
Closing balance as at 30 September 2021 1,528,084,514 98,899,281 3,559,490 1,630,543,285
Accumulated depreciation and impairment
Opening balance as at 1 January 2021 543,547,696 47,080,585 1,406,459 592,034,740
Depreciation of the period 76,267,701 17,997,696 461,277 94,726,674
Effect of foreign currency exchange differences 17,288 319 649 18,256
Decreases and write-offs (35,110,400) (2,089,734) (86,248) (37,286,382)
Use of Impairment losses (28,560,450) (28,560,450)
Disposals of subsidiaries (Note 4.2) (4.491,536) (387,391) (4,878,927)
Closing balance as at 30 September 2021 551,670,299 62,601,475 1,782,137 616,053,911
Carrying amount
as at 30 September 2021 976,414,215 36,297,806 1,777,353 1,014,489,374

Liabilities related to rights of use are recorded under non-current and current lease liabilities of 1,082 million euros and 97 million euros respectively (1100 million euros and 107 million euros at 31 December 2020).

In the consolidated income statement, 94.7 million euros were recognized for depreciation of the period (94.7 million euros in 30 September 2020) and 55.8 million of euros of interest relating to the adjusted debt (55.2 million euros in 30 September 2020).

The balance of the "Use of impairment losses" item is related to the write-off of contracts with usage rights that are already impaired, arising from the optimization plan of Worten's Spanish operation.

Goodwill $10.$

Goodwill is allocated to each operating segment and within each segment to each of the homogeneous groups of cash generating units as follows:

  • Sonae MC, Worten and Sonae Fashion - Goodwill is allocated to each operating segment, being afterwards distributed by each homogenous group of cash generating units, namely to each insignia within each segment distributed by country and each of the properties in case of operating segment Sonae MC;

  • Sonae Sierra-the value of the Goodwill of this segment is allocated to the assets held and the operation of management property; and

  • Sonae IM - In this segment the Goodwill is mainly related to the technology business.

As at 30 September 2021 and 31 December 2020, the caption "Goodwill" was made up as follows by segment and country:

30 Sep 2021
Insignia Portugal Spain Brazil Other countries Total
Sonae MC 486,369,406 19,440,000 $\sim$ 505,809,406
Worten 75,471,392 $\overline{\phantom{a}}$ 75,471,392
Sonae Fashion 53.097.133 $\sim$ 53,097,133
Sonae IM 2.059.740 1,641,824 $\sim$ 10,971,314 14,672,878
Sonae Sierra 18,159,949 $\sim$ SIL 18,159,949
Others ٠ $\sim$ 61.694.452 $\overline{\phantom{a}}$
635,157,620 21,081,824 61,694,452 10,971,314 728,905,210
30 Sep 2021
Insignia Portugal Spain Brazil Other countries Total
Sonae MC 493.804.759 19.440.000 513,244,759
Worten 71,641,425 $\overline{\phantom{a}}$ ۰ 71,641,425
Sonae Fashion 53,097,133 53,097,133
Sonae IM 2,059,740 1,641,824 10.971.314 14,672,878
Sonae Sierra 18.159.949 $\overline{\phantom{a}}$ $\overline{\phantom{0}}$ ۰ 18,159,949
638,763,006 21,081,824 10,971,314 670,816,144

During the period ended 30 September 2021 and the year ended 31 December 2020, the movement occurred in
Goodwill, as well as in the respective impairment losses, was as follows:

31 Dec 2020 31 Dec 2019
Gross value:
Opening balance 690.068.076 689.116.464
Recalculation of goodwill as a result of changes in the fair value of assets acquired 3,066
Disposal of subsidiaries (385,070)
Acquisition of subsidiaries 65.524.419
Other variations 1,333,616
Closing balance 755,592,495 690,068,076
Accumulated impairment
Opening balance 19,251,932 10,220,952
Increases 7.435.353 9,416,050
Disposals (385,070)
Closing balance 26,687,285 19,251,932
Carrying amount 728,905,210 670,816,144

Joint ventures and associated companies $11.$

Detail of book value of investments in joint ventures and associates $11.1\,$

The value of investments in joint ventures and associates can be analysed as follows:

Investments in joint ventures and associates 30 Sep 2021 31 Dec 2020
Investments in joint ventures 833.294.518 803.076.597
Investments in associates 754.781.299 745.306.617
Total 1,588,075,816 1,548,383,214
The detail per company of investments in joint ventures is as follows:

the contract of the contract of the contract of the contract of

COMPANY 30 Sep 2021 31 Dec 2020
Sonae MC
Maremor Beauty & Fragances, S.L. 154,762 139,077
Sohi Meat Solutions - Distribuição de Carnes, SA 4.019.739 3,364,636
Sonae Sierra
Arrábidashopping- Centro Comercial, S.A. 25,997,355 24,706,808
Gaiashopping I- Centro Comercial, S.A. 27.364.081 26,089,855
L.C. Malheiro II. SGPS. SA 2,097,775 2,097,775
Madeirashopping- Centro Comercial, S.A. 17.749.540 15,730,334
North Tower B.V. 2,669,658 2,689,711
Pantheon Plaza B.V. 2,826,933 3,030,384
Park Avenue Development of Shopping Centres S.A. (426, 612) (440, 471)
Parque Atlântico Shopping - Centro Comercial, S.A. 16,126,110 14,915,927
Proyecto Cúcuta S.A.S. 3,421,239 3,910,624
Pud Srl 5,743,385
SC Aegean B.V. 3,934,089 3,929,667
Sierra Balmain Asset Management sp. zo.o. (104, 037) (345,912)
Sierra Central S.A.S. 84.502 50,898
Sierra LM, SGPS, S.A. 1,044,420 886,785
Via Catarina- Centro Comercial, S.A. 9,185,552 9,116,612
Sonae FS
MDS SGPS, S.A. (consolidated) 20,885,955 20,863,149
Sonae IM
Unipress - Centro Gráfico, Lda 529.697 528.871
NOS
ZOPT, SGPS, SA (consolidated) 693.089.061 662,983,284
Sonae SGPS
Mktplace- Comércio Eletronico, SA 2,644,697 3,085,198
Investments in joint ventures 833.294.518 803,076,597

1) Company disposed during the first trimester of 2021.

Financial Investment in NOS

The amount on the income statement related to Zopt results from net income of NOS, the net income of Zopt and the impact on results of the process of allocating the fair value to the assets and liabilities acquired by Zopt.

At 30 September 2021, it was considered that the assumptions made in the impairment tests carried out in 2020 did not have significant variations.

With regard to ZOPT's financial participations in Finstar and ZAP Media (Finstar consolidated), the Board of Directors of NOS and ZOPT is certain that the patrimony seizure to Mrs. Isabel dos Santos, in the specific case of the shares held by her in Finstar and ZAP Media (where she holds 70% of the capital), does not change the control profile, in this case joint control as defined in IFRS 11, it is not expected to have relevant consequences for the operational management of companies, in addition to restrictions on the distribution of dividends in these companies.

At 4 April 2020, SONAECOM, was informed by its subsidiary ZOPT of the communication received from the Lisbon Central Criminal Instruction Court ('Court') to proceed to the preventive arrest of 26.075% of NOS' share capital, corresponding to half the shareholding in NOS held by ZOPT and, indirectly, by the companies Unitel International Holdings, BV and Kento Holding Limited, controlled by Mrs. Isabel dos Santos. Under the terms of the communication, the arrested shares (134,322,268.5 shares) are deprived of the right to vote and the right to receive dividends, which must be deposited with Caixa Geral de Depósitos, S.A. (CGD) at the order of the court. The other half of ZOPT's participation in NOS' share capital, corresponding to an identical percentage of 26.075% - and which, at least in line with the criterion used by the Court, embodies the 50% held in ZOPT by SONAECOM - was not subject to arrest, nor the rights attached to it were subject to any limitation.

It is the understanding of the board of directors of ZOPT and SONAECOM that the measure of arrest imposed is illegitimate and offends several fundamental rights of ZOPT - third in relation to the decreed arrest-, no being legally liable to determine the deprivation of voting rights, not even to inhibit the holder of the arrested shares from continuing to exercise those rights, which deprivation we understand for this reason, be null and without any effect. Thereafter, ZOPT has deducted third-party embargoes.

At 12 June 2020, ZOPT was notified of the order issued by the Lisbon Central Criminal Investigation Court, which authorizes it to exercise the voting right corresponding to the 26.075% of NOS share capital preventively seized under the

aforementioned Court order. For this reason, the Boards of Directors of ZOPT and SONAECOM consider that the conditions of control of ZOPT over NOS are met, and the measure does not have material effects on the control of this company.

Also in June 2020, the Investigating Judge rejected the third-party embargoes deducted by ZOPT based on the Portuguese courts' inability to assess and decide upon them, a decision which, having been appealed by ZOPT, was revoked by the Court of Appeal already in 2021 awaiting further developments, namely the judicial pronouncement on the seizures.

At 19 August Sonaecom communicated the intention of the shareholders of ZOPT (Sonaecom, Unitel International Holdings, BV and Kento Holding Limited) to liquidate the company, maintaining Sonaecom as the reference shareholder of NOS. To date, the efforts to dissolve the ZOPT have not yet been carried out.

In the last quarter of 2020, the seizure of 233,790,325 shares corresponding to 32.65% of capital of ZOPT held by UNITEL was also decreed, with deprivation of the exercise of voting rights and the right to receive dividends, and 124,234,675 shares corresponding to 17.35% of capital of ZOPT held by KENTO, also with no exercise of the right to vote and the right to receive dividends. Additionally, in January 2021, ZOPT was also notified by Caixa Geral de Depósitos (CGD), as the beneficiary of the pledge of the shares held by Kento in ZOPT, referring to being vested with the power to exercise the voting rights inherent in the Shares, and all other inherent rights, and that Kento was deprived of exercising such rights without the prior, express and written authorization of CGD It is the understanding of the Board of Directors of ZOPT, that whenever there is no question of protecting the economic value of the shares, in the exercise of voting rights, CGD as Kento's pledge creditor, must act in accordance with Kento's instructions, which means voting in the sense defined by Kento.

ZOPT Group provisions

The evolution in provisions occurred during the first 9 months of 2021 compared to 31 December 2020 was as follows:

Actions by MEO against NOS Madeira and NOS Açores and by NOS S.A. against MEO

The court ruled on 16 March 2021 and disregarded the remaining pre-scheduled dates for the final hearing. On the present date, we await the scheduling of new dates for the hearing. It is the understanding of the Board of Directors, corroborated by the attorneys accompanying the process, that it is, in formal and substantive terms, likely that NOS SA will be able to win the lawsuit, due to MEO already having been convicted for the same offences by ANACOM.

Interconnection tariffs

At 30 June 2021, there are accounts receivable and accounts payable include EUR 37,139,253 and EUR 43,475,093, respectively, resulting from a dispute between the subsidiary NOS SA and, essentially, the operator MEO - Serviços de Comunicação e Multimédia, S.A. (previously named TMN-Telecomunicações Móveis Nacionais, S.A.), in relation to the nondefinition of interconnection tariffs of 2001. In what concerns to that dispute with MEO, the result was totally favourable to NOS S.A., having already become final. In March 2021, MEO filed a new lawsuit against NOS, in which it claimed the price of interconnection services between TMN and Optimus for 2001 at 55\$00 (EUR 0.2743) per minute. NOS filed a defense at the beginning of June challenging the petition by MEO and at this moment, the deadline for carrying out the other procedural steps is currently running.

Other matters ZOPT group (COVID-19)

With the emergence, spread and infection of the new coronavirus COVID-19, several measures were taken to contain the virus with very significant estimated impacts on the Portuguese economy, as well as in other economies, namely, limitations on travel rights and closure of several facilities and establishments.

In the uncertainty of this threat, it is essential that companies design and implement, in a timely manner, structured and efficient contingency plans that guarantee employee protection and business continuity or that, at least, mitigate the resulting effects.

This is a situation of uncertainty and very dynamic, which makes it extremely difficult to estimate impacts, which always have to consider several scenarios and countless variables. Evidence of this difficulty is the historical drops and sharp volatility of exchanges, all over the World; the great variations that occurred in the last quarters of the future projections of macroeconomic indicators, as well as the disparity of these projections between the several entities.

The detail per company of investments in associates is as follows:

COMPANY 30 Sep 2021 31 Dec 2020
Sonae MC
Sempre a Postos - Produtos Alimentares e Utilidades, Lda 843.943 564.095
Sonae Sierra
3shoppings - Holding, SGPS, S.A. 12,136,123 11,766,625
Aliansce Sonae Shopping Centers, S.A. 79,326,961 79,756,902
Area Sur Shopping, S.L. 7,395,062 6,608,184
Fundo Investimento Imobiliário Parque Dom Pedro Shopping Center ("FIIPDPSH") 10.406.973 10,656,984
Fundo Investimento Imobiliário Shop. Parque Dom Pedro ("FIISHPDP") 101,800,498 103,727,336
Iberia Shop.C. Venture Coöperatief U.A. ("Iberia Coop") 13,651,123 15,165,196
Le Terrazze - Shopping Centre 1 Srl 6,503,950 6,352,246
Mercado Urbano - Gestão Imobiliária, S.A. 1,219,286 1,211,277
Olimpo Real Estate Portugal, SIGI, S.A. 2,633,005 2,517,550
Olimpo Real Estate SOCIMI, S.A. 7,824,308 7,767,842
Serra Shopping- Centro Comercial, S.A. 1.030.501 981,615
Sierra European Retail Real Estate Assets Holdings, BV ("Sierra BV") 221.004.644 219,242,750
Sierra Portugal Feeder 1 2,093,010 2,052,163
Sierra Portugal Real Estate ("SPF") 20,296,897 19,742,422
Signal Alpha Republica I, S.A. 247.425
Signal Alpha Republica II, Lda. 44.732
Trivium Real Estate Socimi, S.A. 25,391,986 25,515,219
Zenata Commercial Project 2.111.168 2,015,742
Sonae IM
Alfaros SARL 4,537 9,975
Armilar Venture Partners - Sociedade de Capital de Risco, SA (Armilar) $\mathbf{1}$ $\mathbf{1}$
Fundo de Capital de Risco Armilar Venture Partners II (Armilar II) 76,826,312 96,578,403
Fundo de Capital de Risco Armilar Venture Partners III (Armilar III) 52.841.378 31,302,286
Fundo de Capital de Risco Espirito Santo Ventures Inovação e Internacionalização
$(AVP +1)$
15,224,032 16,025,833
Probe.lu - Soluções de Cibersegurança, Lda 107,824 133,897
Secucloud GMBH 1,671,708
Suricate Solutions 20,957 15,520
Others 3.240 19,728
Sonae SGPS
Iberian Sports Retail Group (ISRG) 93,791,423 83,905,118
Investment in associated companies 754,781,299 745,306,617

1) Company disposed during the first semester of 2021.

In the period ended September 30, 2021, the variation in the proportion of the equity capital of the Armilar II Fund, in addition to the variation resulting from the appropriation of the fund's results, is essentially rela payable to the Fund Management Company, recorded in "Provisions" in the amount of 28,781,305 euros was reclassified to "Investments in joint ventures and associates".

$11.2$ Movement ocurred in the period

During the period ended at 30 September 2021, movements in investments in joint ventures and associates are as follows:

30 Sep 2021
Investments in joint ventures Proportion on
equity
Goodwill Total
investment
Balance as at 1 January 711,852,013 91,224,584 803,076,597
Increases during the period 1.860.429 1,860,429
Period disposals (4,868,699) (874,686) (5,743,385)
Equity method:
Effect in gains or losses in joint controlled 33,257.504 $\sim$ 33,257,504
Effect in equity capital and non-controlling interests 843.373 $\sim$ 843.373
742,944,620 90,349,898 833,294,518

30 Sep 2021

Investments in associated companies Proportion on
equity
Goodwill Total
investment
Initial balance as at 1 January 660.608.261 84.698.356 745,306,617
Change of method by percentage dilution (Note 17) (29,774,345) (29,774,345)
Increases during the period 1.038.059 1,038,059
Acquisitions during the period 389.543 13.051 402,594
Capital reduction in associated companies (5,805,240) (5,805,240)
Period disposals (1,310) (1,310)
Equity method:
Effect in gains or losses in associated companies 43.110.627 43,110,627
Distributed dividends (3,348,611) (3,348,611)
Effect in equity capital and non-controlling interests 3,484,875 3,484,875
Others 368.033 368.033
670.069.892 84.711.407 754.781.299

The effect on equity and non-controlled interests results fundamentally from the exchange rate conversion effect of companies with a different functional currency than the euro.

$12.$ Financial assets at fair value

$12.1$ Through profit or loss

The value of financial assets at fair value through profit and loss can be analysed as follows:

Statement of financial position
Company Head Office 30 Sep 2021 31 Dec 2020
Sonae MC
Insco - Insular de Hipermerc., SA Ponta Delgada 4,748,744 4,748,744
Sportessence - Sport Retail, SA Ponta Delgada 595,964 595,964
5.344.708 5,344,708
Sonae IM
Arctic Wolf Networks, Inc. Delaware 24,442,888 46,129,113
Aruaka Colorado (USA) 1,369,362
Case on IT Madrid 2,244,539 4,402,087
CB4 Israel 3,278,059
CellIWise Singapore 8,452,794 7,976,142
ciValue Yokneam (Israel) 1,934,531 1,825,443
Daisy Intelligence Canadá 1,124,363 1,050,496
Jscrambler Oporto 3,828,724 1,550,000
Ometria, Ltd. London 8,007,891 7,664,992
Portainer New Zealand 431,815
Reblaze St. Louis 2,374,983 2,241,058
Sales Lauer Valência 2,500,358 2,500,358
Sellforte Finland 2,500,003
Sixgill Ltd Israel 5,181,780 4,889,580
ViSenze Singapore 2,520,766 2,378,620
Weaveworks San Francisco (USA) 4,318,149 4,074,649
Habit Analytics Évora 790,804 715,854
Citcon San Jose (USA) 4,318,150
Replai Oporto 2,293,897
Taikai Oporto 1,836,895
Other financial assets 1,457,884 1,647,613
81,930,576 92,324,064
Financial assets at fair value through profit or loss 87,275,284 97,668,772

On September 30, 2021, the reduction in the value of the investment in Arctic Wolf includes the sale of 50% of the participation held for the value of 36.4 million euros, having generated a capital gain of 11.2 million euros (net of operating costs of 1.1 million euros).

During September 2021, CB4 was fully acquired by GAP, as so Sonae IM sold the stakes owned for 8.55 million euros. The sale generated a gain of 5.1 million euros (3.9 million euros net of tax).

$12.2$ Through other comprehensive income

The value of financial assets at fair value through other comprehensive income can be analysed as follows:

Statement of financial position
Company Head Office 30 Sep 2021 31 Dec 2020
Sonae
NOS SGPS, SA Lisbon 132,164,000 108,604,000
Sonae IM
Deepfence Califórnia 2,159,075 2,037,325
Eat Tastu Vila Nova Famalicão 259,696 259,696
Iriu sRisk Saragoça 1,416,514 1,416,514
Nextail Labs, SL Madrid 1,628,759 1,628,759
Sensei Castelo Branco 405.900 405,900
StyleSage, Inc. Delaware 1,520,135 1,378,547
Other financial assets 211.877 173.048
7,601,957 7,299,789
Financial assets at fair value through other comprehensive income 139,765,957 115,903,789

Movement during the period 12.3

During the period ended at 30 September 2021 and 31 December 2020, the movement in the value of financial assets at fair value, was as follows:

Investimentos ao justo valor através
de outro rendimento integral e através de resultados
30 set 2021 31 dez 2020
Justo valor (líquido de perdas por imparidade) em 1 de janeiro 213.572.561 63.712.062
Aumentos durante o exercício 10.687.272 156,870,708
Diminuições durante o exercício (27.550.065)
Aumento/(diminuição) do justo valor através de resultados 6.469.111 21.709.652
Aumento/(diminuição) do justo valor através de rendimento integral 23.862.362 (28,192,640)
Outros (527,221)
227,041,241 213.572.561

The decreases in the period are mainly explained by the partial sale of the participation held in Arctic Wolf and the sale of the entire participation in CB4.

The difference between the balance of the item "Increase/(decrease) in fair value through profit or loss" and the balance disclosed in the statement of comprehensive income is explained by the capital gain generated on the sale of the holdings mentioned in the previous paragraph.

13. Deferred taxes

Deferred tax assets and liabilities as at 30 September 2021 and 31 December 2020 may be described as follows considering the different natures of temporary differences:

Deferred tax assets Deferred tax liabilities
30 Sep 2021 31 Dec 2020 30 Sep 2021 31 Dec 2020
Difference between fair value and acquisition cost 4,176,754 4,080,627 86,760,432 86,948,484
Temporary differences on property, plant and
equipment and intangible assets
570,945 878,819 85,700,180 83,639,246
Temporary difference of negative goodwill and equity
method
32,983,438 27,782,492
Provisions and impairment losses not accepted for tax
purposes
14,926,672 20,038,528
Impairment of assets 639,053 639,053
Valuation of hedging derivatives 790,786 844,932 980,186 137,828
Amortisation of Goodwill for tax purposes in Spain 38,099,153 33,736,643
Revaluation of tangible assets 538,200 594,018
Tax losses carried forward 31,698,692 22,098,962
Reinvested capital gains/losses 119,639 137,055
Tax Benefits 36,391,501 26,121,341
Rights of use 263,664,310 277,241,211 230,231,696 245,406,220
Others 7,203,627 6,768,384 1,298,077 82,034
359,423,287 358,072,804 477,350,054 479,103,073

As at 30 September 2021 and 31 December 2020, the tax rate to be used in Portuguese companies, for the calculation of the deferred tax assets relating to tax losses is 21%. The tax rate to be used to calculate deferred taxes in temporary
differences in Portuguese companies is 22.5% increased by the state surcharge in companies in which th reversal of those deferred taxes will occur when those rates will be applicable. For companies or branches located in other countries, rates applicable in each jurisdiction were used.

14. Other investments

As at 30 September 2021 and 31 December 2020, the movements in "Other investments" made up as follows:

31 March 2021
Non current Current
Other investments:
Fair value (net of impairment losses) as at 1 January 14,266,208
Acquisitions in the period 1,558,709
Disposals in the period (443, 947)
Increase/(decrease) in fair value through other comprehensive
income
Transfers to available for sale (123,090)
Transfers to available for sale (538,392)
Fair value (net of impairment losses) as at 31 March 14,719,488
Fair value as at 1 January 3,303,370
Increase/(decrease) in fair value 23,077,509
Fair value as at 31 March 26,380,879
Financial instruments others
Fair value as at 1 January 42,512
Increase/(decrease) in fair value (42,029)
Fair value as at 31 March 483
14,719,488 26,381,361

$15.$ Cash and cash equivalents

On 30 September 2021 and 31 December 2020, the breakdown of Cash and cash equivalents is as follows:

30 Sep 2021 31 Dec 2020
Cash and bank balances on the statement of financial position 747,897,887 763,302,610
Bank overdrafts (Note 16) (619.185) (11,129,160)
Cash and bank balances in the statement of cash flows 747,278,702 752,173,450

Retained earnings 16.

The variation in the balance of retained earnings is mostly explained by the impact of approximately 205 million euros, a consequence of the sale of 24.99% of the shareholding held in Sonae MC, as mentioned in note 17.

17. Non-controlling interest

During the period ended 30 September 2021, the movement in non-controlling interests are detailed as follows:

Non-controlling interest Sonae MC Worten Sonae Sierra Sonae
Fashion
Sonae IM -
Sonaecom,
SGPS, SA
Others Total
Opening balance as at 1 January 2021 50,116,945 518,402 286,810,588 (774, 070) 111,100,688 (709, 424) 447,063,129
Distributed dividends ٠ (3,161,506) (3,161,506)
Change in percentage of subsidiaries 177,720,597 $\sim$ (84,166,902) $\sim$ (1,619,204) 822,280 92,756,771
Delivery and attribution of shares to employees due to
extinction of obligation
133,113 133,113
Change in currency translation reserve 2,176,751 ×. (74.437) (32, 553) 27,750 2,097,511
Change in fair value of assets available for sale $\sim$ 47,741 47,741
Capital decrease ٠ $\sim$ (426, 348) (426, 348)
Changes in hedging reserves 3,917,436 232.603 ٠ 4,150,039
Others 1,125,309 $\sim$ 375,882 69,391 302,905 (107,030) 1,766,457
Profit for the period attributable to non-controlling interests 24.386.419 342.056 4,179,497 (251,526) 6,719,816 (125, 032) 35,251,230
Closing balance as at 30 September 2021 259,576,570 860,458 207,005,320 (1,030,642) 113,357,887 (91, 456) 579,678,137

The item "Change in percentage of subsidiaries", in the Sonae MC segment, is justified in is majority by two operations with opposite contributions; the impact of the disposal of 24.99% of the capital held from Sonae MC to of the remaining shares held of Maxmat, which originated a decrease of approximately 27 million euros.

Additionally, in the Sonae Sierra segment, the variation in the item "Change in percentage of subsidiaries" refers to the acquisition of an additional 10% of Sonae Sierra share capital, previously own by Grosvenor Investments for 82 million euros, thus the Group now owns 80% of that subsidiary.

18. Loans

As at 30 September 2021 and 31 December 2020, loans are made up as follows:

30 Sep 2021 31 Dec 2020
Outstanding amount Outstanding amount
Bank loans
Bonds
Lurrent Non Current Current Non Current I
251.013.553 709.300.083 1,006,897,412
321.349.955 366.664.278 9.849.955 687,699,113
Other loans 1.649.016 1.277.662 6.367.713 1.806.789
Total loans 574,012,525 1,077,242,023 193.356.993 1.696.403.314
30 Sep 2021 31 Dec 2020
Outstanding amount Outstanding amount
Current Non Current Current Non Current
Bankloans
Sonae SGPS, SA - commercial paper 205,000,000 180,000,000 67,865,000 380,000,000
Sonae SGPS, SA 2016/2023 10,000,000 30,000,000 10,000,000 30,000,000
Sonae SGPS, SA 2020/2025 25,000,000 25,000,000
Sonae SGPS, SA 2020/2027 50,000,000 30,000,000
Sonae MC SGPS, SA - commercial paper 103,635,893 140,000,000
Sonae MC affiliated /2014/2023 50,000,000 50,000,000
Sonae MC affiliated /2015/2023 20,000,000
Sonae MC affiliated /2017/2025 3,333,333 13,333,333
Sonae MC /2018/2025 55,000,000 55,000,000
Sonae MC affiliated /2020/2025 55,000,000 55,000,000
Sonae SGPS affiliated /2014/2021 20,000,000
Sonae SGPS affiliated /2019/2023 50,000,000
Sonae, SGPS, SA - commercial paper 5,000,000 15,000,000
Sonae Sierra SGPS, SA - commercial paper 25,000,000 10,000,000 15,000,000
Sonae Sierra / 2018/2022 10,000,000 10,000,000
Sonae Sierra affiliated /2015/2023 5,200,000 109,200,000 5,200,000 113,100,000
Sonae Sierra affiliated /2016/2026 36,300,000 41,300,000
Others 5,361,593 6,231,444 3,614,637 7,052,922
250,561,593 710,367,337 166,312,970 1,008,486,255
Bank overdrafts (Note 14) 619,185 11,129,160
Up-front fees beard with the issuance of borrowings (167, 225) (1,067,254) (302,805) (1,588,843)
Bankloans 251,013,553 709,300,083 177,139,325 1,006,897,412

30 Sep 2021 31 Dec 2020
Outstanding amount Outstanding amount
Current Non Current Current Non Current
Bonds
Bonds Sonae SGPS/ 2019/2026 50,000,000 50,000,000
Bonds Sonae SGPS/ 2020/2027 160,000,000 160,000,000
Bonds ESG Sonae SGPS/ 2020/2025 50,000,000 ٠ 50,000,000
Bonds ESG Sonae SGPS/ 2020/2025 4,000,000 16,000,000 20,000,000
Bonds Sonae MC / December 2015/2024 50,000,000 50,000,000
Bonds Sonae MC / May 2015/2022 75,000,000 75,000,000
Bonds Sonae MC / December 2019/2024 30,000,000 ٠ 30,000,000
Bonds Sonae MC / April 2020/2027 95,000,000 95,000,000
Bonds Sonae MC / July 2020/2025 50,000,000 50,000,000
Bonds Sonae MC / July 2020/2025 22,500,000 22,500,000
Bonds Sonae Sierra / 2018/2025 10,000,000 30,000,000 10,000,000 40,000,000
Bonds Sonae Sierra / 2018/2023 25,000,000 25,000,000
Bonds Sonae Sierra / 2018/2023 25,000,000 25,000,000
Up-front fees beard with the issuance of borrowings (150,045) (4,335,722) (150,045) (4,800,887)
Bonds 321, 349, 955 366,664,278 9,849,955 687,699,113
Other loans 734,499 1,277,662 701,251 1,806,789
Derivates 914,517 5,666,462
Other loans 1,649,016 1,277,662 6,367,713 1,806,789

It is estimated that the book value of all loans does not differ significantly from its fair value, determined based on discounted cash flows methodology.

The interest rate at 30 September 2021 on bond loans and bank loans averaged approximately 1.1% (1.24% at 31 December 2020). Most of the bond loans and variable-rate bank loans are indexed to Euribor.

The derivatives are recorded at fair value.

The loans face value, maturities and interests are as follows (including obligations under financial leases):

30 Sep 2021 31 Dec 2020
$N+1^{a}$ 573,415,277 188,143,381
$N+2$ 319.930.609 331,971,676
$N+3$ 309.015.814 530,727,265
$N+4$ 247.514.492 234,987,237
$N+5$ 118.313.505 341,020,193
After N+5 87.870.579 264,086,673
1,656,060,276 1.890.936.425

a) Includes amounts used from commercial paper programs when classified as current.

The maturities presented above were estimated according to the contractual clauses of the loans and considering Sonae's best expectation as to its amortization date.

As at 30 September 2021, Sonae has, as detailed below, cash and bank balance equivalents in the amount of 748 million euros (763 million euros as at 31 December 2020) and available credit lines as follows:

30 Sep 2021 31 Dec 2020
Commitments Commitments Commitments Commitments
of less than of more than of less than of more than
one year one year one year one year
Unused credit facilities
Sonae MC 96,000,000 165,000,000 94,000,000 265,000,000
Sonae Sierra 54.969.346 54,969,346
Holding & Others 109,650,000 241,617,935 109,266,276 207,161,129
260,619,346 406,617,935 258,235,622 472,161,129
Agreed credit facilities
Sonae MC 96,000,000 268,635,893 94,000,000 405,000,000
Sonae Sierra 54,969,346 54,969,346
Holding & Others 231,400,000 482,900,000 137,000,000 607,650,000
382,369,346 751,535,893 285,969,346 1,012,650,000

Provision and impairment losses 19.

Movements in "Provisions and impairment losses" during the period ended 30 September 2021 are as follows:

Caption Balance as at
01 Jan 2021
Increase Decrease Discontinued
operations
Note 5.2
Balance as at
30 Sep 2021
Accumulated impairment losses on investments 3,577,791 (1,908,714) $\overline{\phantom{a}}$ 1,669,077
Impairment losses on property, plant and equipment 122,655,719 1,422,941 (13.517.544) (565,736) 109,995,380
Impairment losses on intangible assets 34.342.007 (275,007) $\frac{1}{2} \left( \frac{1}{2} \right) \left( \frac{1}{2} \right) \left( \frac{1}{2} \right) \left( \frac{1}{2} \right) \left( \frac{1}{2} \right) \left( \frac{1}{2} \right) \left( \frac{1}{2} \right) \left( \frac{1}{2} \right) \left( \frac{1}{2} \right) \left( \frac{1}{2} \right) \left( \frac{1}{2} \right) \left( \frac{1}{2} \right) \left( \frac{1}{2} \right) \left( \frac{1}{2} \right) \left( \frac{1}{2} \right) \left( \frac{1}{2} \right) \left( \frac$ 34.067,000
Accumulated impairment losses on non-current assets 9.411.112 (9,411,112)
Accumulated impairment losses on non-current assets held for sale 51,375 $\overline{\phantom{a}}$ ٠ 51,375
Accumulated impairment losses on other current debtors 34.555.949 4.502.299 (9.077.071) (293.537) 29,687,640
Non - current provisions 47.032.991 342.566 (29,018,626) (12,661) 18,344,270
Current provisions 16.344.127 1,838,123 (11,016,662) ٠ 7,165,588
267.971.071 8,105,929 (74, 224, 736) (871, 934) 200.980.330

In the period ended as at 30 September 2021, due to changes to the Armilar Funds Regulation, the amount related to the contractual incentive (Incentive Scheme) to be paid to the Fund Management Company, recorded in "Non-current provisions" in the amount of 28,701,305 euros, was reclassified to "Investments in joint ventures and associates" (Note $10.1$ ).

The change in the caption "Impairment losses on tangible fixed assets" results mostly from the sale and write-off of Worten Spain's assets as a result of the disposal and closing of 17 and 14 stores respectively, consequence of the Worten's Spanish operation optimization plan (Note 7).

The change in the caption "Accumulated impairment losses on non-current assets" is mostly explained by the reversal of the impairment, in the amount of 9.2 million euros, associated with the sale of the participation in the Pud, SLR (Note 11).

As of 30 September 2021, the difference between the total "Increase" and the balances of the Income Statement captions "Impairment losses" and "Provisions" is mostly explained by the impairment loss recorded in goodwill, in the amount of 7.4 million euros, in relation to a subsidiary of Sonae MC.

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

20. Income or expenses related to investments

Income or expenses related to investments for the periods ended 30 September 2021 and 2020 can be detailed as follows:

30 Sep 2021 SU SEP ZUZU
Restated
Note 5
Dividends 10,764,488 100,648
Sierra Prime% Dilution 20.462.064
Others (1,066,916) 1,514,474
Gains / (losses) on the sale of investments in subsidiaries, joint ventures
and associates
(1,066,916) 21,976,538
Others (27, 077) (148, 887)
Impairment of investments in subsidiaries
Impairment reversal on financial investments 2,885
Impairment reversal/(losses) on investments 2,885
Total income and (expenses) related to investments 9.670.495 21.931.184

Within the amount of dividends is included 10.6 million euros regarding the received dividends from the company NOS, SGPS, S.A. in which Sonae SGPS holds an approximately 7% stake.

21. Other Income

The breakdown of other income for the periods ending 30 September 2021 and 2020 is as follows:

30 Sep 2021 30 Sep 2020
Restated
Note 5
Supplementary income 31,883,731 27,284,874
Prompt payment discounts obtained 19.962.405 19,373,619
Foreign currency exchange gains 12,263,978 12,357,078
Own work capitalised 13,169,654 11,218,404
Rent discounts relating to pandemic impact 4,196,735
Gains on sales of assets 8,360,087 5,720,320
Impairment losses reversals 6261812 2,831,030
Subsidies 2,205,611 1,424,161
Others 4895236.81 8,077,641
103.199.250 88.287.127

$22.$ Net financial Expenses

Net financial expenses are as follows:

30 Sep 2021 30 Sep 2020
Restated
Note 5
Expenses
Interest payable
related with bank loans and overdrafts (10,450,354) (9,582,597)
related with non convertible bonds (6,520,920) (5,975,422)
related with operational leases (55,794,318) (55,078,988)
others (1,291,978) (1,824,986)
(74, 057, 570) (72,461,993)
Foreign exchange losses (27,669,319) (18,902,738)
Up front fees and commissions related to loans (4,564,494) (4,473,542)
Others (2.547.442) (1,774,589)
(108, 838, 825) (97, 612, 862)
Income
Interest receivable
others 1,476,676 1,933,432
1,476,676 1,933,432
Foreign exchange gains 23,349,797 13,376,091
Foreign exchange hedging derivatives 4,627,969
Other financial income 81,403 33,157
29,535,845 15,342,680
Fair value adjustment of investments registered at fair value on the income
statement
6,140,852
(79,302,980) (76, 129, 330)

23. Related parties

Balances and transactions with related entities can be detailed as follows:

Parent Company Jointly controlled companies
30 Sep 2020
Restated
30 Sep 2021
Note 5
30 Sep 2021 30 Sep 2020
Restated
Note 5
Sales & Services rendered 226,888 207,808 12,031,451 9,482,776
COGS and materials consumed 214,757,712 209,505,913
External supplies and services and other expense: 126 15,406 12,847,534 9,918,340
Financial income 465,374 357,864
Financial expense - 86,151 93,096
Others ٠ 1,197,718 438,889
227,014 223,214 241,385,940 229,796,878

Associated companies Other related parties
30 Sep 2021 30 Sep 2020
Restated
Note 5
30 Sep 2021 30 Sep 2020
Restated
Note 5
Sales & Services rendered 72.311.564 66,713,301 41,313,320 39,617,669
COGS and materials consumed 6.145 1,415,041 1,467,232
External supplies and services and other expense: 3,608,529 3,189,612 7,607,808 5,759,430
Financial income 365,349 494,857
Financial expense 4,857,307 4,169,865 83,077 87,839
Others 1,528,793 8,013,735 2,963,236 1,310,327
82.671.542 82.587.515 53.382.482 48.242.497
Parent Company Jointly controlled companies
30 Sep 2021 31 Dec 2020 30 Sep 2021 31 Dec 2020
Other non-current assets 1,839,158 2,967,983
Trade receivables 30,794
31,470
2,369,172 3,050,795
Other receivables 2,509 9.943 8,926,704 6,216,147
Trade payables 3.225 82,361,465 81,337,372
Other payables ۰
۰
3.339.352 3.317.485
33.303 44,638 98.835.851 96,889,782
Associated companies Other related parties
30 Sep 2021 31 Dec 2020 30 Sep 2021 31 Dec 2020
Other non-current assets 11.118.558 9,841,246 114.287
Trade receivables 10,786,875 10,328,033 15,130,087 15,004,658
Other receivables 4.349.620 7.701.950 943,081 1,487,013
Trade payables 2,092,632 1,524,399 1,127,621 978,377
Other payables 4,683,539 3,919,650
2.935.404
1,233,132
33.031.224 33.315.277 20,250,480 18.817.467
Jointly controlled companies Associated companies Other related parties
30 Sep 2021 30 Sep 2020
Restated
Note 5
30 Sep 2021 30 Sep 2020
Restated
Note 5
30 Sep 2021 30 Sep 2020
Restated
Note 5
Aquisition of tangible assets 648.578 192.307 12,893 30,117 6,561 4,503
Sales of of tangible assets 3.706 $\sim$ Sec 15,454,619 1,260 3.463
Aquisition of intangible assets 725.069 73.512 ×
1,377,353 265.819 12.893 15,484,736 7.821 7,966
30 Sep 2021 50 Sep 2020
Note 5
Restated
Continuing
Operations
Descontinuing
Operations
Continuing
Operations
Descontinuing
Operations
Net profit
Net profit taken into consideration to calculate basic earnings per share
(consolidated profit for the period)
120,922,786 37,280,116 (4, 113, 646) (98, 721)
Net profit taken into consideration to calculate diluted earnings per share 120,922,786 37,280,116 (4, 113, 646) (98, 721)
Number of shares
Weighted average number of shares used to calculate basic earnings per share 1,908,434,638 1,908,434,638 1,910,236,308 1,910,236,308
Effect of dilutive potential ordinary shares from convertible bonds 128,667,482 128,667,482 128,667,482 128,667,482
Outstanding shares related with share based payments 6,919,305 6,919,305 10,630,179 3,885,211
Shares related to performance bonus that can be bought at market price (1.444.878) (1,444,878) (985,164) (1,588,454)
Weighted average number of shares used to calculate diluted earnings per
share
2,042,576,547 2,042,576,547 2,048,548,805 2,041,200,547
Earnings per share
Basic 0.063362 0.019534 (0.002153) (0.000052)
Diluted 0.059201 0.018252 (0.002008) (0.000048)
Receipts 30 Sep 2021 30 Sep 2020
Receipt related to the disposal of 249,900,000 shares of Sonae MC 528,000,000
Receipt related to the disposal of Maxmat 39,743,871
Receipt related to the disposal of Artic Wolf 36,417,920
Receipt related to the disposal of Imosonaell UP's 3,789,512
Receipt related to the disposal of Parma (Put option) 3,308,654
Receipt related to the disposal of Sport Zone 3,000,000
NL04 Shares Premium Decrease 1,560,000
Receipt related to the disposal of Digitmarket 1,337,613
Trivium Shares Premium Decrease 1,302,175
ORES Socimi Shares Premium Decrease 405,261
Disposal of Sierra BV 246,042,240
Sierra BV Shares Premium Decrease 21,706,762
Others 427,153 1,954,297
619.292.158 269.703.299
Payments 30 Sep 2021 30 Sep 2020
Acquisition of SONAE SIERRA SGPS 82,159,275
Acquisition of Claybell 71,975,014
Acquisition of Portimativo 20,215,007
Acquisition of Citicon 4,239,803
Acquisition of ZAASK 2,960,439
Acquisition of Sellforte 2,500,003
Acquisition of 25% and earnout of Elergone 1,500,000 2,045,054
Supplementary Payments of MKTPLACE 1,389,025
Acquisition of Jscrambler 1,000,000 300,000
Acquisition of FIIPDP 816,871
Acquisition of Replay 493,010 600,000
Acquisition of Portainer.io 415,144
Acquisition of Signal Alpha I and II 402,594
Acquisition of Sierra Central 376,804
Acquisition of Area Sur 375,000
Acquisition of Taikai 350,000 174,900
Acquisition of Secucloud 221,188
Acquisition of Automaize 120,000
Acquisition of NOS SGPS 136,420,000
Acquisition of the remaining 50% of Salsa ä, 63,075,597
Acquisition of North Tower BV ä, 2,671,406
Acquisition of Sales Layer 2,500,358
Acquisition of Deepfence ÷, 2,085,593
Acquisition of Mercado Urbano 1,256,971
Acquisition of CELLWISE 695,942
Acquisition of Case on IT ä, 604,000
Acquisition of Daisy Inteligence 480,307
Acquisition of Didimo 150,000
Others 1,891,834 3,787,883
193.401.013 216.848.012

26. Cash Settled Equity Swap

In the 3rd quarter of 2021, Sonae settled the Cash Settled Equity Swap operation and repurchased the remaining 85,146,422 shares for approximately 76 million euros.

Although in 2007 the rights and duties inherent to the treasury shares sold by Sonae were transferred to the purchasers, Sonae opted to keep the treasury shares in its consolidated statement of financial position, given that the execution of the Cash Settled Equity Swap attributed to the purchasers. even so, the risks and rewards associated with the sold shares. Therefore, according to Sonae's interpretation of IAS 39, applied by analogy to equity instruments, it does not allow the derecognition of financial instruments if the selling entity substantially maintains the risks and rewards associated with the sold financial instrument.

As a result, Sonae kept the acquisition cost of the shares covered by the aforementioned contract recorded in its equity, so its liquidation had no impact on Sonae's equity.

Presentation of consolidated income statements $27.$

In the Management Report, and for the purposes of calculating financial indicators as EBIT, EBITDA and Underlying EBITDA the consolidated income statement is divided between Direct Income and Indirect Income.

The Indirect Income includes Sonae Sierra's results, net of taxes, arising from: (i) investment property valuations; (ii) capital gains (losses) on the sale of financial investments, joint ventures or associates; (iii) impairment losses of non-current assets (including goodwill) and (iv) provision for assets at risk. Additionally and concerning the remaining Sonae's portfolio, it incorporates: (i) impairments in retail real estate properties; (ii) reductions in goodwill; (iii) provisions (net of taxes) for possible future liabilities and impairments related with non-core financial investments, businesses, assets that were discontinued (or in the process of being discontinued/repositioned); (iv) results from mark to market methodology of other current investments that will be sold or exchanged in the near future and from other related income (including dividends); and (v) other non-relevant issues.

The value of EBITDA, Underlying EBITDA and EBIT are calculated in the direct income component, i.e. excluding the indirect contributions.

The reconciliation between the two presentation formats for the consolidated income statement for the periods ended 30 September 2021 and 2020 can be summarized as follows:

30 Sep 2021 30 Sep 2020
Restated Note 5
Consolidated Indirect Income Direct Income Consolidated Indirect income Direct income
Turnover 5,013,891,522 5,013,891,522 4,788,700,605 4,788,700,605
Value created on investment properties (2,133,040) (2,133,040) $\omega$ (15,819,504) (15,819,504)
Investment income
Dividends and others adjustments 10,764,537 10,564,000 200,537 100,648 100,648
Others 9,256,723 (2,157,541) 11,414,264 52,961,132 $\mathcal{L}$ 52,961,132
Others income
Reversal of impairment losses 5,849,104 5,849,104 2,464,759 2,464,759
Reversal of provisions for warranty extensions 412,708 $\bar{z}$ 412,708 366,271 ÷. 366,271
Others 96,922,658 (47,546,458) 144,469,116 85,456,097 85,456,097
Total income 5,134,964,213 (41, 273, 039)
÷.
5,176,237,252 4,914,230,008 (15, 819, 504) 4,930,049,512
Total expenses (4,758,889,291) (4,758,889,291) (4,494,800,627) 7,811,516 (4,502,612,143)
Depreciation and amortisation (251, 619, 889) (251, 619, 889) (251,400,684) (251,400,684)
Impairments of inventories (4,500,000) (4,500,000) (33,400,000) (33,400,000)
Losses on property, plant and equipment and intangible assets (1,989,928) J. (1,989,928) 770,213 L. 770,213
Impairment losses and provisions
Provisions for warranty extensions (791,885) (791,885) (379,551) (379,551)
Others (17,265,619) ł, (17,265,619) (48,416,220) (23,863,044) (24,553,176)
Profit before financial results and results of joint ventures and
associates and non-recurrent items
99,907,599 (41, 273, 039) 141,180,638 86,603,139 (31, 871, 032) 118,474,171
Non-recurrent items 51,551,428 51,551,428 7,579,992 7,579,992
Gains and losses on investments recorded at fair value through results 13,511,813 8.626.852 4,884,960 (1,823,938) 29,345,075 (31,169,013)
Financial profit/(loss) (79,302,981) (79,302,981) (76, 129, 330) 6,231,369 (82,360,699)
Share of results of joint ventures and associated undertakings
Associates and joint ventures of Sonae Sierra 6,872,958 (13,050,971) 19,923,929 (30,945,562) (43,100,162) 12,154,601
Armilar Venture Funds 31,340,913 31,340,913 (8,826,255) (8,826,255)
ZOPT 28,629,776 28,629,776 21,387,528 21,387,528
Others 9,524,483 9,524,483 (7,740,719) (7,740,719)
Profit before income tax 162,035,989 (14, 356, 245) 176,392,233 (9,895,145) (48, 221, 005) 38,325,861
Income Tax (21,726,283) (9,207,785) (12,518,498) (7,606,226) (4,516,410) (3,089,816)
Profit/(Loss) from continued operations 140,309,706 (23, 564, 030) 163,873,735 (17, 501, 371) (52,737,415) 35,236,045
Profit/(Loss) from discontinued operations 53,144,426 47,546,458 5,597,968 3,437,748 (900, 000) 4,337,748
Profit/(Loss) for the period 193,454,132 23,982,428 169,471,703 (14, 063, 623) (53,637,415) 39,573,793
Attributable to equity holders of Sonae 158,202,902 20,437,347 137,765,555 (4,212,366) (51, 235, 896) 47,023,530
Non-controlling interests 35,251,230 3,545,082 31,706,148 (9,851,257) (2,401,519) (7,449,735)
"Underlying" EBITDA (b) 415,391,394 393,323,398
EBITDA (a) 530,618,977 431,042,548
EBIT(c) 261,092,645 124,923,660

(a) EBITDA = total direct income - total direct expenses - reversal of direct impairment losses + share of results in joint ventures and associated undertakings (Sonae Sierra direct results, Zopt and other participated) + provisions for extensions of guarantee + unusual results

(b) "Underlying" EBITDA = EBITDA - effect of the equity method - non-recurrent results;

  • $(c)$ EBIT = EBT financial results dividends;
  • (d) EBT = Direct results before taxes;
  • (e) Direct income = Results excluding contributions to indirect results;
  • Indirect income = Includes Sonae Sierra's results, net of taxes, arising from: (i) investment property valuations; (ii) capital gains (losses) on the
    sale of financial investments, joint ventures or associates; (iii) impai $(f)$

businesses, assets that were discontinued (or in the process of being discontinued/repositioned); (iv) results from mark to market methodology
of other current investments that will be sold or exchanged in the near future non-relevant issues.

Subsequent events 28.

There were no relevant events identified that occur between de date of the consolidated financial statements and the date of their approval.

29. Approval of financial statements

The financial statements were approved by the Board of Directors in a meeting held on 9 November 2021.

The Board of Directors,

Duarte Paulo Teixeira de Azevedo

Ângelo Gabriel Ribeirinho dos Santos Paupério

José Manuel Neves Adelino

Margaret Lorraine Trainer

Marcelo Faria de Lima

Carlos António Rocha Moreira da Silva

Fuencisla Clemares

Philippe Cyriel Elodie Haspeslagh

Maria Cláudia Teixeira de Azevedo

João Pedro Magalhães da Silva Torres Dolores

This document may contain forward-looking information and statements, based on management's current expectations or beliefs. Forward-looking statements are statements that should not be regarded as 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 regulation, industry and economic conditions; and the effects of competition. Forward-looking statements may be identified by words such as
"believes," "expects," "anticipates," "projects," "intends," "should," "seeks," "estimates," "future" o

Although these statements reflect our current expectations, which we believe are reasonable, investors and analysts, and generally all recipients of this document, 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 contr any obligation to update any forward-looking information or statements.

MEDIA AND INVESTOR CONTACTS

Patrícia Vieira Pinto Head of Investor Relations [email protected] Tel: + 351 220 104 794

Tiago Soares External Communication [email protected] Tel.: + 351 220 104 747

Sonae Lugar do Espido Via Norte 4471-909 Maia, Portugal Tel: +351229 487 522

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