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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
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