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Sonae SGPS

Quarterly Report May 4, 2016

1901_10-q_2016-05-04_6bf46bf7-2f4c-46e4-a491-0089d7a022a5.pdf

Quarterly Report

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SONAE INDÚSTRIA, SGPS, SA

Registered Office: Lugar do Espido, Via Norte, Maia, Portugal Registered at the Commercial Registry of Maia Registry and Tax Identification No. 506 035 034 Share Capital: € 812 107 574.17 Publicly Traded Company

ACTIVITY REPORT AND CONSOLIDATED FINANCIAL STATEMENTS

JANUARY – MARCH 2016

ACCORDING TO THE INTERNATIONAL ACCOUNTING STANDARD 34 – INTERIM FINANCIAL REPORT

CONTENTS

ACTIVITY REPORT

CONSOLIDATED FINANCIAL STATEMENTS

ACTIVITY REPORT

CEO MESSAGE

The first quarter of 2016, stands as a turning point in our company's performance.

Following the successful completion of the restructuring process and the improving operational performance that we have been delivering in the last eight quarters, we achieved a net profit of 3 million euros in the 1Q16. This is the first positive quarterly net results since 2009, when we sold our subsidiary in Brazil, and, excluding one off effects, since the first quarter of 2008. This is an achievement that rewards all our stakeholders for their continued support and trust in the company. Thank you to all!

During the first quarter of 2016, we maintained our full commitment to the execution of our defined strategic plan, aimed at positioning Sonae Indústria as a more profitable and sustainable company. We have also achieved important milestones in the process to complete the strategic partnership signed with Arauco last year, which involves our European and South African operations. In this respect, we have obtained clearance from both the European and the South African Competition Authorities, completed the majority of the required corporate reorganization needed to achieve the agreed business perimeter and have been working towards the fulfilment of the remaining agreed conditions, namely related with refinancing of the group's debt.

I would also like to highlight the on-going implementation of a fifth melamine surfacing line at our Lac-Mégantic plant in North America, which is expected to be concluded during the next quarter. This investment will allow us to become even more competitive and strengthen our position as a reference value added player in that market.

In terms of the commercial strategy, we have continued to implement additional steps to grow our position in the higher value product segments, increasing product differentiation and further aligning our products with market trends, thus bringing us closer to the customers' needs. We were present during this quarter in the largest Iberian wood and furniture fair, Fimma Maderalia in Valencia, where we promoted the technological and innovative features of our new Innovus® collection of decorative products.

As regards our operational performance, I am pleased to report that we have now delivered eight consecutive quarters of Recurrent EBITDA growth, leading to a last twelve months Recurrent EBITDA of 114 million Euros. This improved performance was driven by better results in our European and North American operations, allowing us to reach a significantly improved Recurrent EBITDA margin of 12.3% for the quarter. This is an important achievement that gives us confidence that we are on the right path towards sustainable profitability and growth.

Following the completion of the rationalization of our industrial footprint in 2015, we are now a smaller but more efficient company, with a higher quality set of assets. We believe that the improved operating profitability and the positive net results registered during the first quarter of 2016, are the first clear signs of the merits of our strategic plan, which is anchored on three key strategic pillars: industrial efficiency, customer focus and orientation and continuous improvements of our internal processes.

Rui Correia CEO Sonae Indústria

1. TURNOVER & RECURRENT EBITDA

1.1. SONAE INDÚSTRIA CONSOLIDATED

Sonae Indústria's consolidated turnover reached 259 million Euros for the quarter, an improvement of 3.7% vs. last quarter and 0.4% when compared to same period of 2015. These results were possible, in both cases, as a result of improved performance in total sales volumes, as the consolidated average selling prices were below the levels of both 1Q15 and 4Q15. When compared to 1Q15, sales volumes increased by 2.4%, mainly driven by higher sales of raw MDF and OSB products, whilst the average selling prices declined by 3.2%, with negative contributions from all the product categories. When compared to previous quarter, sales volumes improved by 3.8%, driven mainly, once again, by raw MDF and OSB products and the average selling prices were slightly below (-2.2%), with the main negative contributions coming from raw particleboard and OSB products. It is also worth highlighting the 1.4 p.p. increase, in 1Q16, when compared to 1Q15, in the share of melamine surfaced products in total sales.

Consolidated average variable costs per m3 registered a positive evolution during 1Q16, a reflection of a more efficient industrial footprint, with the exception of maintenance costs, that were slightly above the 1Q15 level, mostly impacted by the stoppage in White River plant (South Africa) for maintenance works. When compared to 4Q15, unitary variable costs also decreased, as the normalseasonal negative effect of higher wood and energy costsin the first quarter of the year was mitigated by internal efficiency gains and the benefits of a less severe winter in Europe.

On a comparable basis (not considering the contribution of the discontinued operations), total fixed costs were reduced by approximately one million Euros during 1Q16, when compared to the same period in 2015.

At the end of March 2016, total headcount was of 3,223 FTEs, a reduction of 22 FTEs when compared to the end of 2015.

SONAE INDÚSTRIA ACTIVITY REPORT

The average capacity utilization index of Sonae Indústria's plants reached circa 80% in the 1Q16, an increase of 1.1 p.p., when compared to same period of last year, on a comparable basis, driven by improved performancesin the European and North American operations. The average capacity utilization index of the South African plants decreased mainly as a result of the negative impacts from the stoppage of the White River plant for maintenance works.

The consolidated last twelve months Recurrent EBITDA for Sonae Indústria reached 114 million Euros, at the end of March 2016, with a recurrent EBITDA for the quarter of 32 million Euros, up by 7.2 million Euros (or +29%) vs. 1Q15 value. The Recurrent EBITDA margin in the first quarter of the year was of 12.3%, up by 2.8 and by 1.9 p.p., when compared to same period of last year and to the previous quarter, respectively.

LTM: Last twelve months

Non-recurrent EBITDA items were circa -2.4 million Euros in the quarter, essentially related with redundancy costs (0.6 million Euros), costs associated with inactive sites (circa 0.9 million Euros) and other costs in a total amount of 0.7 million Euros (mainly legal), leading to a total EBITDA of 30 million Euros for the quarter, an increase of 9 million Euros, when compared to same period of 2015.

1.2. SOUTHERN EUROPE

*Turnover per region includes intercompany group sales (between regions)

The Southern European market experienced an overall improved performance during 1Q16 vs. 1Q15, albeit with different paths in Portugal and Spain, evidenced by the higher levels of consumer confidence y.o.y., which have been translating into improved demand in the local construction sectors. In Portugal, the new housing indicator showed a modest y.o.y. increase of 2%1 , while the underlying indicator for the Spanish construction market registered a y.o.y. increase of circa 40%2 , but coming from very low historical figures.

In terms of key financial performance for 1Q16, and when compared to 1Q15, the following items are worth highlighting for this region:

  • Turnover reached 87 million euros, which represents a decrease of 2.1%, explained by the reduction in sales volumes generated in the Iberia Peninsula. Notwithstanding, it should be highlighted that sales volumes increased by 1.4% in 1Q16 vs. 4Q15;
  • Average selling prices registered a slight decrease, impacted by the negative contributions from raw particleboard and MDF, which have more than offset the increases registered in the melamine surfaced products;
  • Due to a smaller but more efficient industrial footprint, average unitary variable costs (per m3 ) have been reduced, when compared to the same period last year, benefiting from a less severe winter in the Iberian Peninsula and efficiency gains obtained in the group's production processes, which were made possible by the investments carried out in the last years.

The combination of the above factors led to a Recurrent EBITDA margin of 9.8% in this region, an increase of 2.2 p.p., when compared to the same period of 2015. It should also be highlighted that the Recurrent EBITDA margin increased by 2 p.p. vs. 4Q15.

2 Source: Ministerio de Fomento, April 2016 (Total "New Housing", January 2016 vs. January 2015).

1 Source: Instituto Nacional de Estatística, April 2016 ("Nova habitação residencial", cumulative 3 months evolution until February 2016).

1.3. NORTHERN EUROPE

*Turnover per region includes intercompany group sales (between regions)

During 1Q16, the Northern European construction sector keptthe growing trend started in the second half of 2015, as evidenced by the evolution of the new house construction permits, which grew by 28%3 y.o.y.

Comparing 1Q16 performance with the same period in 2015, the key highlights of the Northern Europe region are the following:

  • Turnover increased by 0.6%, due to improved sales volumes of raw MDF and, even more relevant, by improved volumes of OSB products. In addition to the improved sales volumes, it must also be highlighted the increasing share of melamine surfaced products (+2.1p.p. y.o.y.) in the total product mix of this region, a reflection of the group's strategy to grow in the value added segments. When compared to previous quarter, sales volumes have increased in all product categories;
  • Average selling prices registered a decrease in the quarter, with negative contributions from all the products categories, with the exception of the MDF melamine surfaced boards, that was kept relatively stable;
  • Average unitary variable costs (per m3 ) contributed positively to the operational profitability in the region, with important contribution from wood (related with a higher y.o.y. consumption of recycled wood, leveraging on the strategic investment in additional recycling equipment at Nettgau plant and with a milder winter). In addition, similar to what has occurred in Southern Europe, efficiency gains, resulting from improved processes and equipment investments, were registered in the quarter.

The combination of the above factors led to a Recurrent EBITDA margin for the 1Q16 of 12.7% in the Northern European region, a significant improvement when compared to both the same quarter of last year and to the previous quarter, +4.6 p.p. and +3.4 p.p., respectively. It is worth highlighting that this Recurrent EBITDA margin is the best quarterly result ever registered in the Northern European operations, a reflection of a more efficient industrial footprint.

3Source: German Federal Statistics Office, April 2016 ("Permits for new construction, dwelling", cumulative 3 months evolution until January 2016).

1.4. REST OF THE WORLD (CANADA AND SOUTH AFRICA)

*Turnover per region includes intercompany group sales (between regions)

The construction sector in the North American markets evidenced a mixed performance during 1Q16, in line with the different phases of the business cycle that the United States and Canada are facing. In the United States, where the economic growth is expected to continue at a moderate pace during 2016, the level of housing starts increased by 10%4 , when compared to 1Q15, whilst the Canadian economy, which is still trying to gain some momentum in terms of economic growth, showed a slight negative variation in the level of housing starts (-0.9%5 ), when compared to same period of 2015. In South Africa, the latest macroeconomic estimates point to a contraction for 2016, influencing the trading conditions and, ultimately, impacting the demand for wood based panels. As result, the level of residential buildingpermits decreased by circa 1%6 during 1Q16 vs. 1Q15.

In terms of performance in the 1Q16, and when compared to 1Q15, the following highlights should be noted for these regions:

  • Consolidated turnover for the segment as a whole decreased by 6.3% in Euro terms, impacted by the weaker performance of the South African operations in terms of sales volumes. It should be noted that our White River plant in South Africa stopped for maintenance works. On the contrary, the sales volumes of the Canadian operation slightly improved, with a higher share of melamine products. The contribution to the consolidated turnover was also negatively impacted (circa 9.4 million Euros) by the exchange rates evolution, as both Canadian dollar and the South African rand depreciated y.o.y. versus the Euro;
  • Average selling prices registered a positive evolution in both the Canadian and South African operations, naturally impacted by an improved sales mix. However, and due to exchange rates evolution, only the Canadian operation contributed positively to the consolidated average selling price;
  • The average unitary variable costs (per m3 ) decreased in Canada, with positive contribution of wood costs (higher availability ofsawdust and chips), while an increase in all cost categories was experienced in the South African operations.

When compared to 1Q15, and led by the combination of the above factors, the segment's Recurrent EBITDA margin increased by 1.4 p.p., to 14.3% during the 1Q16.

5 Source: Canada Mortgage and Housing Corporation, April 2016 ("Building permits (units)", cumulative 3 months evolution until February 2016). 6 Source: Statistics South Africa, April 2016 ("Building plans for residential buildings (number)", cumulative 3 months evolution until January 2016).

4 Source: United States Census Bureau, April 2016 ("New housing units", cumulative 3 months evolution until February 2016).

2. CONSOLIDATED FINANCIAL PERFORMANCE

2.1. CONSOLIDATED INCOME STATEMENT

CONSOLIDATED INCOME STATEMENT 1Q16 / 1Q16 /
Million euros 1Q15 4Q15 1Q16 1Q15 4Q15
Consolidated turnover 258 250 259 0 4%
Southern Europe* 89 83 87 (2%) 4%
Northern Europe* 111 101 111 1% 11%
Rest of the World* 69 70 65 (6%) (8%)
Other operational income 7 6 5 (26%) (16%)
EBITDA 21 19 30 43% 53%
Recurrent EBITDA 25 26 32 29% 23%
Southern Europe 7 7 8 25% 30%
Northern Europe 9 9 14 58% 52%
Rest of the World 9 10 9 3% (9%)
Recurrent EBITDA Margin % 9.6% 10.4% 12.3% 2.8 pp 1.9 pp
Depreciation and amortisation (16) (15) (15) 8% 4%
Provisions and impairment Losses 2 (1) 1 (54%) -
Operational profit 7 3 16 137% -
Net financial charges (8) (11) (11) (40%) 0%
o.w. Net interest charges (6) (7) (8) (36%) (8%)
o.w. Net exchange differences 1 1 0 (93%) (86%)
o.w. Net financial discounts (3) (4) (3) (3%) 21%
Share in results of Joint Ventures (0) (0) 0 111% 110%
Profit before taxes continuing operat. (EBT) (2) (9) 4 - 149%
Taxes (1) 2 (1) (38%) -
o.w. Current tax (1) (2) (2) (40%) 3%
o.w. Deferred tax 0 4 1 44% (83%)
Profit / (loss) from discontinued operations (8) (0) 0 100% 100%
Consolidated net profit / (loss) for the period (11) (8) 3 131% 141%
Net profit/(loss) attributable to Equity Holders (11) (8) 3 131% 141%

*Turnover per region includes intercompany group sales (between regions).

Sonae Indústria consolidated EBITDA for the quarter reached circa 30 million Euros, which represents an improvement of 8.9 million Euros (or +43%), when compared to 1Q15. This performance was driven by better results in Europe and North American operations. 1Q16 Recurrent EBITDA margin was of 12.3%, representing an increase of 2.8 p.p. vs. 1Q15 and of 1.9 p.p. when compared to the previous quarter.

Depreciation and amortization charges in the quarter were close to 15 million Euros, a reduction of 1.3 and 0.7 million Euros, when compared to 1Q15 and 4Q15, respectively. These reductions mainly explained by the impacts of the devaluations of both the Canadian dollar and the South African rand.

SONAE INDÚSTRIA ACTIVITY REPORT

Provisions and impairment losses showed a release of provisions of 0.9 million Euros for the quarter (positively impacting the net results).

Net financial chargesin 1Q16 were of 11.4 million Euros, in line with the value booked in the 4Q15, as the average cost of debt remained approximately stable (5.2% during the 1Q16). When compared to the same period of 2015, net financial charges increased by 3.3 million Euros, due to higher levels of net interest expenses, as the positive impact from interests charged to discontinued operations and to equity consolidated companies was much smaller. This item was also negatively impacted by the reduced positive contribution of the net exchange rate differences y.o.y.

Current tax charges for the quarter were of approximately 2 million euros, 0.5 million Euros above the 1Q15 value, mostly due to higher tax charges in Portugal and Canada. In addition, additional deferred tax asset were booked in the period, in the amount of 0.6 million euros, in relation to the North American operations.

As a result of the combination of the above items, Sonae Indústria achieved a positive Net result during 1Q16 of 3.2 million Euros, which contrasts with net losses registered in both the 1Q15 and the 4Q15. This is the best quarterly net result of the last seven years.

2.2. CAPEX

Additions to Gross Tangible Fixed Assets reached 4.4 million Euros, which compares with 2.4 million Euros during the same period of 2015. The majority of the investments were in maintenance and health & safety improvements, and were mostly executed in the European plants. In addition, it should be noted that part of the investment in 1Q16 (approximately 1 million Euros) was related with the on-going strategic investment in a 5th melamine surfacing line at the Lac-Mégantic plant (in Canada).

2.3. CONSOLIDATED STATEMENT OF FINANCIAL POSITION

CONSOLIDATED STATEMENT OF FINANCIAL
POSITION 1Q15 2015 1Q16
Million euros
Non current assets
821 758 761
Tangible assets 692 629 622
Goodwill 83 81 81
Deferred tax asset 27 28 28
Other non current assets 19 20 30
Current assets 282 243 251
Inventories 106 98 99
Trade debtors 135 85 115
Cash and cash equivalents 9 29 16
Other current assets 32 31 21
Non-current assets classified as available for sale 5 2 2
Total assets 1,108 1,003 1,013
Shareholders' Funds 105 58 63
Equity Holders 105 58 63
Non-controlling interests (0) (0) (0)
Liabilities 996 945 950
Interest bearing debt 606 599 595
Non current 465 71 385
Current 141 528 210
Trade creditors 160 139 145
Other liabilities 230 207 210
Liabilities directly associated with non-current 7 0 0
assets classified as available for sale
Total Shareholders'Funds and liabilities 1,108 1,003 1,013
Net debt 597 570 578
Net debt to LTM recurrent EBITDA 5.9 x 5.3 x 5.1 x
Working Capital 81 44 69

LTM: last twelve months

Consolidated Working Capital reached 69 million Euros in 1Q16, up by 24 million Euros, when compared to the end of 2015, due to a significant increase in the trade debtors account, a normal seasonal effect, as a result of the higher levels of activity registered in the first months of the year. When compared to same period of 2015, working capital decreased by 12.3 million Euros, a reflection of the reduced industrial footprint of the company.

At the end of March 2016, net debt increased to 578 million Euros, up by 8.3 million Euros when compared to the end of 2015, driven by the working capital evolution. When compared to the end of the 1Q15, net debt was reduced in 18.6 million Euros. It should be highlighted that the reclassification, as at the end of 2015, of long-term bank facilities in the amount of 314 million Euros to current debt, in accordance with IFRS rules, was reversed in the 1Q16 as all the financial institutions involved have formally waived the nonfulfilment of the applicable 2015 financial covenant.

SONAE INDÚSTRIA ACTIVITY REPORT

In terms of leverage, the improvement in the LTM Recurrent EBITDA more than compensated the slight increase in the value of Net Debt, resulting in a Net Debt to Recurrent EBITDA ratio for the quarter of 5.1x, the lowest value since September 2008. When compared to 1Q15, the leverage ratio also decreased by 0.8x.

Total Shareholder's Funds, at the end of March 2016, amounted to 63.3 million Euros, which represents an increase of 5.6 million Euros, when compared to the end of 2015. This evolution is explained by the positive net profit of the quarter (3.2 million Euros) and also by the exchange rate evolution of both CAD and ZAR during 2016, which positively impacted the revaluation reserve (circa 2 million euros).

3. LOOKING FORWARD

For the remainder of the year, we expect to complete all actions necessary for the execution of the strategic partnership with Arauco, namely the corporate reorganization and the debt refinancing, having already obtained clearance from both European Union and South Africa competition authorities.

During the second quarter of 2016, we also expect to complete the investment in the new melamine surfacing line at our Lac-Mégantic plant, which would allow the launch of new products in the market during the second half of the year.

In addition, we will pursue further opportunities of streamlining the costs of our inactive sites, seeking sale opportunities of the assets that are currently idle.

We will continue to execute the defined strategic plan, implementing initiatives to further improve our profitability, via an improved industrial efficiency, internal processes gains, and a strengthened market position.

The Board of Directors

Paulo Azevedo

Carlos Moreira da Silva

Albrecht Ehlers

Rui Correia

Javier Vega

Christopher Lawrie

José Romão de Sousa

Jan Bergmann

GLOSSARY

Capacity Utilization Index Finished-Available Production (m3
) / Installed production capacity (m3
); raw boards only
CAPEX Investment in Tangible Fixed Assets
EBITDA Earnings Before Interests and Taxes + Depreciations and Amortizations + (Provisions and
impairment losses - Impairment losses in trade receivables + Reversion of impairment losses in
trade receivables)
FTEs Full Time Equivalent; the equivalent of one person working full time, according to the working
schedule of each country where Sonae Indústria has operations
Fixed Costs Overheads + Personnel costs (internal and external); management accounts concept
Gross Debt Bank loans + Debentures + Obligations under finance leases + other loans + Loans from related
parties
Headcount Total number of internal FTEs, excluding trainees
MDF Medium Density Fibreboard
Net Debt Gross Debt - Cash and cash equivalents
Net Debt to LTM Rec.
EBITDA
Net Debt / Last Twelve Months Recurrent EBITDA
OSB Oriented Strand Board
Recurrent EBITDA EBITDA excluding non-recurrent operational income / costs
Recurrent EBITDA margin Recurrent EBITDA / Turnover
Turnover (regions) Sales Finished Goods and merchandise + Services Rendered; excluding sales of other materials
like for ex. wood by-products, management accounts concept
Working Capital Inventories + Trade Debtors – Trade Creditors

Consolidated Financial Statements

CONSOLIDATED STATEMENT OF FINANCIAL POSITION AT 31 MARCH 2016 AND 31 DECEMBER 2015

(Amounts expressed in Euros)

ASSETS Notes 31.03.2016
Unaudited
31.12.2015
NON CURRENT ASSETS:
Tangible fixed assets
6 621 806 698 628 779 728
Goodwill 80 941 402 80 884 032
Intangible assets 4 913 015 4 203 028
Investment properties 6 353 205 6 450 977
Investment in associates 1 493 139 1 493 139
Investment in joint ventures 4, 5 5 735 937 5 695 259
Investment available for sale 1 150 770 1 155 713
Deferred tax asset 28 214 950 28 358 134
Other non current assets
Total non current assets
7 10 055 316
760 664 432
804 270
757 824 280
CURRENT ASSETS:
Inventories
98 740 146 98 007 573
Trade debtors 114 797 152 85 053 009
Other current debtors 4 781 363 13 202 016
Current tax asset 2 724 874 2 799 769
Other taxes and contributions 5 688 644 4 811 295
Other current assets 7 810 299 10 406 656
Cash and cash equivalents 8 16 048 376 28 924 470
Total current assets 250 590 854 243 204 788
Non-current assets held for sale 1 535 588 1 535 588
TOTAL ASSETS 1 012 790 874 1 002 564 656
SHAREHOLDERS`FUNDS, NON-CONTROLLING INTERESTS AND LIABILITIES
SHAREHOLDERS`FUNDS:
Share capital 812 107 574
3 131 757
812 107 574
Legal reserve
Other reserves and accumulated earnings
- 798 169 350 3 131 757
- 801 248 687
Accumulated other comprehensive income 9 46 289 314 43 785 859
Total shareholders' funds attributabble to equity holders of Sonae Indústria 63 359 295 57 776 503
Non-controlling interests - 106 081 - 106 611
TOTAL SHAREHOLDERS`FUNDS 63 253 214 57 669 892
LIABILITIES:
NON CURRENT LIABILITIES:
Bank loans - net of current portion 10 219 847 621 53 413 866
Non-convertible bonds 10 148 087 333
Finance lease creditors - net of current portion 10 15 735 140 16 749 594
Other loans 10 1 273 410 1 325 632
Post-retirement liabilities 26 595 876 26 578 632
Other non current liabilities 11 23 861 084 33 589 842
Deferred tax liability 55 270 709 55 427 496
Provisions
Total non current liabilities
13 8 541 093
499 212 266
9 355 417
196 440 479
CURRENT LIABILITIES:
Current portion of non-current bank loans 10 10 641 257 178 706 758
Current bank loans 10 144 344 534 153 596 265
Current portion of non-current non-convertible bonds 10 147 987 525
Current portion of non-current finance lease creditors 10 4 481 670 5 669 033
Other loans 10 50 123 517 41 619 187
Trade creditors 145 025 604 138 586 348
Current tax liability 287 823 1 508 253
Other taxes and contributions 9 087 312 7 018 495
Other current liabilities 12 85 418 898 72 606 959
Provisions 13 914 779 1 155 462
Total current liabilities 450 325 394 748 454 285
Liabilities directly associated with non-current assets held for sale

The notes are an integral part of the consolidated financial statements

TOTAL SHAREHOLDERS' FUNDS AND LIABILITIES 1 012 790 874 1 002 564 656

CONSOLIDATED INCOME STATEMENT

FOR THE THREE-MONTH PERIODS ENDED AT 31 MARCH 2016 AND 31 MARCH 2015

(Amounts expressed in Euros)

Notes 31.03.2016
Unaudited
31.03.2015
Unaudited
Sales 18, 21 258 055 712 256 241 616
Services rendered 18, 21 852 876 1 668 487
Other income and gains 16, 18 5 208 117 7 028 199
Cost of sales 18 130 716 514 137 266 114
(Increase) / decrease in production 18 1 051 345 - 1 839 640
External supplies and services 18 62 086 510 65 371 071
Staff expenses 18 37 340 199 38 587 651
Depreciation and amortisation 14 755 365 16 015 947
Provisions and impairment losses (increase / reduction) 13, 18 - 901 736 - 1 948 158
Other expenses and losses 17, 18 3 217 717 4 796 607
Operating profit / (loss) 18, 21 15 850 791 6 688 710
Financial expenses 19 12 375 109 12 665 657
Financial income 19 916 226 4 473 221
Gains and losses in joint ventures 4, 5 40 678 - 358 283
Gains and losses in investments - 13 674
Net profit/(loss) from continuing operations, before taxation 4 418 912 - 1 862 009
Taxation 20 1 203 094 873 647
Consolidated net profit / (loss) from continuing operations, afer taxation 3 215 818 - 2 735 656
Profit / (loss) from discontinued operations, after taxation 15 - 7 807 167
Consolidated net profit / (loss) for the period 3 215 818 - 10 542 823
Attributable to:
Equity Holders of Sonae Industria
Continuing operations 3 215 805 - 2 730 108
Discontinuing operations - 7 796 260
Equity Holders of Sonae Industria 3 215 805 - 10 526 368
Non-controlling interests
Continuing operations 13 - 5 548
Discontinuing operations - 10 907
Non-controlling interests 13 - 16 455
Profit/(Loss) per share
Fom continuing operations:
Basic 0.0003 - 0.0002
Diluted 0.0003 - 0.0002
From discontinued operations:
Basic 0.0000 - 0.0007
Diluted 0.0000 - 0.0007

The notes are an integral part of the consolidated financial statements

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

FOR THE THREE-MONTH PERIODS ENDED 31 MARCH 2016 AND 31 MARCH 2015

(Amounts expressed in Euros)

Notes 31.03.2016
Unaudited
31.03.2015
Unaudited
Net consolidated profit / (loss) for the period (a) 3 215 818 - 10 542 823
Other consolidated comprehensive income
Items that may be subsequently transferred to profit or loss
Change in currency translation reserve 9 2 342 535 4 150 749
Change in fair value of available-for-sale financial assets 9 5 365 5 885
Other consolidated comprehensive income for the period, net of tax (b) 2 347 900 4 156 634
Total consolidated comprehensive income for the period (a) + (b) 5 563 718 - 6 386 189
Total consolidated comprehensive income attributable to:
Equity holders of Sonae Industria 5 563 698 - 6 375 549
Non-controlling interests 20
5 563 718
- 10 640
- 6 386 189

The notes are an integral part of the consolidated financial statements

CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS` FUNDS AT 31 MARCH 2016 AND 31 MARCH 2015

(Amounts expressed in Euros)

Share capital Legal
reserve
Other Reserves
and
accumulated
earnings
Accumulated other
comprehensive
income
Total shareholders`
funds attributable to
the equity holders
of Sonae Indústria
Non
controlling
interests
Total
shareholders'
funds
Notes 9
Balance as at 1 January 2016 812 107 574 3 131 757 - 801 248 687 43 785 859 57 776 503 - 106 611 57 669 892
Total consolidated comprehensive income for the period
Net consolidated pofit/(loss) for the period
Other consolidated comprehensive income for the period
3 215 805 2 347 893 3 215 805
2 347 893
13
7
3 215 818
2 347 900
Total 3 215 805 2 347 893 5 563 698 20 5 563 718
Medium term incentive plan
Others
75 176
- 211 644
155 562 75 176
- 56 082
510 75 176
- 55 572
Balance as at 31 March 2016 812 107 574 3 131 757 -798 169 350 46 289 314 63 359 295 - 106 081 63 253 214
Share capital Legal
reserve
Other Reserves
and
accumulated
earnings
Accumulated other
comprehensive
income
Total shareholders`
funds attributable to
the equity holders
of Sonae Indústria
Non
controlling
interests
Total
shareholders'
funds
Notes 9
Balance as at 1 January 2015 812 107 574 3 131 757 -767 474 878 63 365 293 111 129 746 - 262 099 110 867 647
Total consolidated comprehensive income for the period
Net consolidated profit/(loss) for the period
Other consolidated comprehensive income for the period
-10 526 368 4 150 819 - 10 526 368
4 150 819
- 16 455
5 815
- 10 542 823
4 156 634
Total -10 526 368 4 150 819 -6 375 549 - 10 640 -6 386 189
Medium term incentive plan
Others
57 167
27 109
57 167
27 109
33
7 245
57 200
34 354
Balance as at 31 March 2015 812 107 574 3 131 757 -777 916 970 67 516 112 104 838 473 - 265 461 104 573 012

The notes are an integral part of the consolidated financial statements

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE THREE-MONTH PERIODS ENDED 31 MARCH 2016 AND 31 MARCH 2015

(Amounts expressed in Euros)

Notes 31.03.2016 31.03.2015
Unaudited Unaudited
OPERATING ACTIVITIES
Receipts from trade debtors 224 888 896 238 897 192
Payments to trade creditors 184 188 302 217 175 350
Payments to staff 33 652 667 40 691 384
Net cash flow from operations 7 047 927 - 18 969 542
Payment / (receipt) of corporate income tax 2 966 763 2 849 480
Other receipts / (payments) relating to operating activities - 2 700 012 - 4 523 612
Net cash flow from operating activities (1)
1 381 152 - 26 342 634
INVESTMENT ACTIVITIES
Cash receipts arising from:
Investments 242
Tangible fixed assets and intangible assets 436 861 4 988 877
Investment subventions 119 247
Non-current assets held for sale 2 268 038
437 103 7 376 162
Cash Payments arising from:
Investments 23 605 1 141
Tangible fixed assets and intangible assets 5 993 908 6 050 426
6 017 513 6 051 567
Net cash used in investment activities (2) - 5 580 410 1 324 595
FINANCING ACTIVITIES
Cash receipts arising from:
Interest and similar income 168 253 143 572
Loans obtained 185 109 218 428 639 179
185 277 471 428 782 751
Cash Payments arising from:
Interest and similar charges 3 344 542 5 826 760
Loans obtained 181 970 295 404 428 195
Finance leases - repayment of principal 2 204 666 1 912 175
Others 1 090 21 674
187 520 593 412 188 804
Net cash used in financing activities (3) - 2 243 122 16 593 947
Net increase in cash and cash equivalents (4) = (1) + (2) + (3) - 6 442 380 - 8 424 092
Effect of foreign exchange rate - 38 017 - 98 192
Cash and cash equivalents at the beginning of the period 8 15 808 205 10 500 810
Cash and cash equivalents at the end of the period 8 9 403 842 2 174 910

The notes are an integral part of the consolidated financial statements

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE-MONTH PERIOD ENDED 31 MARCH 2016 (Amounts expressed in euros)

1. INTRODUCTION

SONAE INDÚSTRIA, SGPS, SA has its head-office at Lugar do Espido, Via Norte, 4470- 909 Maia, Portugal.

The shares of the company are listed on Euronext Lisbon.

Consolidated financial statements for the period ended 31 March 2016 and 31 March 2015 were not subject to a limited revision carried out by the company's statutory external auditor.

2. ACCOUNTING POLICIES

This set of consolidated financial statement has been prepared on the basis of the accounting policies that were disclosed on the notes to the consolidated financial statements for fiscal year 2015.

2.1. Basis of Preparation

These consolidated financial statements were prepared in accordance with the International Accounting Standard 34 – Interim Financial Reporting. As such, they do not include all the information which should be included in annual consolidated financial statements and therefore should be read in connection with the financial statements for fiscal year 2015.

2.2. Changes to accounting standards

These consolidated financial statements were prepared on the basis of International Financial Reporting Standards (IFRS) issued by the International Accounting Standards Board (IASB) and with Interpretations issued by the IFRS Interpretations Committee (IFRS IC), effective from 1 January 2016 and endorsed by the European Union.

2.2.1. During the period ended 31 March 2016 the following accounting standards, which were issued and endorsed by the European Union, became effective:

IAS 1 (amendment), Presentation of Financial Statements (effective for periods beginning on or after 1 January 2016). This amendment contains guidance relating to materiality and aggregation, presentation of subtotals, structure of financial statements and accounting policies;

IAS 16 (amendment), Tangible Fixed Assets, and IAS 38 (amendment), Intangible Assets (effective for periods beginning on or after 1 January 2016). In this amendment the IASB has clarified that the use of revenue-based methods to calculate the depreciation of an asset is not appropriate because revenue generated by an activity that includes the use of an asset generally reflects factors other than the consumption of the economic benefits embodied in the asset. The IASB has also clarified that revenue is generally presumed to be an inappropriate basis for measuring the consumption of the economic benefits embodied in an intangible asset;

IAS 19 (amendment), Employee Benefits (effective for periods beginning on or after 1 February 2015). This narrow scope amendment applies to contributions from employees or third parties to defined benefit plans. The objective of the amendment is to simplify the accounting for contributions that are independent of the number of years of employee service;

IAS 27 (amendment), Separate Financial Statements (effective for periods beginning on or after 1 January 2016). This amendment allows entities to use equity method to account for investments in subsidiaries, joint ventures and associates in their separate financial statements;

IAS 16 (amendment), Tangible Fixed Assets, and IAS 41 (amendment), Agriculture: 'Bearer Plants' (effective for periods beginning on or after 1 January 2016). This amendment defines the concept of bearer plant and transfers this type of asset from

the scope of IAS 41 – Agriculture to the one of IAS 16 – Tangible Assets, with the related effect on measurement. However, biologic assets produced by these plants are kept in the scope of IAS 41 – Agriculture;

IFRS 11 (amendment), Joint Arrangements (effective for periods beginning on or after 1 January 2016). This amendment adds new guidance on how to account for the acquisition of an interest in a joint operation that constitutes a business;

Annual improvements 2010-2012 (effective for periods beginning on or after 1 February 2015). These amendments include changes from the 2010-12 cycle of the annual improvements project, that affect the following standards: IFRS 2 - Sharebased Payment, IFRS 3 - Business Combinations, IFRS 8 - Operating Segments, IFRS 13 - Fair Value Measurement, IAS 16 - Property, Plant and Equipment, IAS 24 - Related Parties Disclosures and IAS 38 - Intangible Assets;

Annual improvements 2012-2014 (generally effective for periods beginning on or after 1 January 2016). This amendment cycle includes changes to the following standards: IFRS 5 – Non-current Assets Available for Sale and Discontinued Operations, IAS 19 – Employee Benefits and IAS 34 – Interim Financial Reporting;

The application of these standards had no significant effects on these consolidated financial statements.

2.2.2. In the period ended 31 March 2016 the following standards, effective 1 January 2016 or later, had been issued but still not endorsed by the European Union:

IFRS 9 (new), Financial Instruments (effective for periods beginning on or after 1 January 2018). This standard replaces the guidance in IAS 39. It includes requirements on the classification and measurement of financial assets and liabilities; it also includes an expected credit losses model that replaces the current incurred loss impairment model;

IFRS 10 (amendment), Consolidated Financial Statements, and IAS 28 (amendment), Investment in Associates and Joint Ventures (effective for periods beginning on or after 1 January 2016). These amendments address an inconsistency between the requirements in IFRS 10 and those in IAS 28 in dealing with the sale or contribution of assets between an investor and its associate or joint venture. A partial gain or loss is recognized when a transaction involves assets that do not constitute a business, even if these assets are housed in a subsidiary;

IFRS 10 (amendment), Consolidated Financial Statements, IFRS 12 (amendment), Disclosure of Interests in Other Entities, and IAS 28 (amendment), Investments in Associates and Joint Ventures: 'Investment entities – exemption from consolidation' (effective for periods beginning on or after 1 January 2016). This amendment specifies that an intermediate holding company which is a subsidiary of an investment entity is exempted from consolidation. Furthermore, the optional use of equity method under IAS 28 is extensible to an entity which not being an investment entity, holds an interest in an associate or joint venture which qualifies as investment entity;

IFRS 14 (new), Regulatory Deferral Accounts (applicable for periods beginning on or after 1 January 2016). This standard allows first-time adopting entities to keep recognizing regulatory assets and liabilities according to the accounting policy used in the former standards. However, to enhance comparability with entities using IFRSs, which do not recognize regulatory assets or liabilities, the amounts thereon must be separately disclosed on the financial statements;

IFRS 15 (new), Revenue from Contracts with Customers (effective for annual periods beginning on or after 1 January 2017). This new standard only applies to contracts with customers to provide goods or services, and requires an entity to recognise revenue when the contractual obligation to deliver goods or services is fulfilled and for the amount that reflects the consideration the entity is expected to be entitled to, following a five step approach;

IFRS 16 (new), Leases (effective for annual periods beginning on or after 1 January 2019). This standard states that lessees should recognize all leases under tangible fixed assets. As for lessors, the new standard retains the double criteria for finance leases and for operating ones that exist on IAS 17.

The Company does not estimate any significant effect to arise from the application of these standards.

2.3. Translation of financial statements of foreign companies

Exchange rates used for translating foreign group, jointly controlled and associated companies are listed below:

31.03.2016 31.12.2015 31.03.2015
Closing
rate
Average
rate
Closing
rate
Average
rate
Closing
rate
Average
rate
Great Britain Pound 0.7916 0.7705 0.7340 0.7257 0.7273 0.7433
South African Rand 16.7870 17.4459 16.9520 14.0885 13.1320 13.2345
Canadian Dollar 1.4738 1.5145 1.5116 1.4163 1.3738 1.3954
American Dollar 1.1385 1.1024 1.0887 1.1089 1.0759 1.1262
Swiss Franc 1.0931 1.0960 1.0835 1.0670 1.0463 1.0712

Source: Bloomberg

3. COMPANIES INCLUDED IN CONSOLIDATION PERIMETER

During the period ended 31 March 2016, there were no significant changes to the consolidation perimeter of Sonae Indústria, SGPS, SA.

As disclosed on the notes to the consolidated financial statements for the period ended 31 December 2015, on 30 November 2015, Sonae Indústria entered into a strategic partnership agreement with Inversiones Arauco Internacional, Limitada, a company belonging to Arauco Group. This agreement envisages to set up a joint venture involving wood based panels and related operations presently controlled by Sonae Indústria Group in Europe and South Africa, which will be held in equal parts by Sonae Indústria and Arauco Groups.

This agreement, if implemented, will be carried out by means of an increase in share capital of Sonae Indústria's subsidiary Tafisa – Tableros de Fibras, S. A., for EUR 137.5 million, to be subscribed for by Arauco, which will gain ownership of half of this subsidiary's share capital and subsequent joint control.

The joint venture that may arise from this agreement will not include Sonae Indústria's operations in North America and the laminates and components business, which will continue to be controlled by Sonae Indústria.

The completion of this transaction is subject to certain conditions, namely, the clearance of the competent Competition Authorities, the execution of certain internal transactions to achieve the required business perimeter and certain amendments to relevant existing debt facilities of Sonae Indústria Group. The Company is presently committed to ongoing tasks aiming to fulfil these conditions, having already obtained clearance from both European and South African competition authorities and completed the majority of the required reorganization of business perimeter.

The level of uncertainty that covers this operation derives not only from its contingent nature, as its realization depends on the fulfilment of all the above mentioned conditions, but also from the timing of execution and from the values to assign to certain key variables.

On these consolidated financial statements, it is still impracticable to reliably quantify the effects this transaction, in case it takes place, will have on the future consolidated financial statements of the Company.

The reduction in ownership interest resulting from the capital increase, which will change a position of control to a situation of joint control, could affect the company's net profit or loss in a way that is still not possible to reliably identify at the date of approval of these consolidated financial statements, as it is impossible to identify the value to assign to several key variables to this process.

4. JOINT VENTURES

Joint ventures, their head offices, percentage of share capital held on 31 March 2016 and 31 December 2015 are as follows:

COMPANY HEAD OFFICE PERCENTAGE OF CAPITAL HELD
31.03.2016 31.12.2015
Direct Total Direct Total
Laminate Park GmbH & Co. KG Eiweiler (Germany) 50.00% 49.99% 50.00% 49.93%
Tecmasa. Reciclados de Andalucia, S. L. Alcalá de Guadaira (Spain) 50.00% 49.99% 50.00% 49.93%

Net assets and net profit/loss for these jointly-controlled companies, whose share was recognized on these consolidated financial statements under equity method, are detailed as follows:

31.03.2016 31.12.2015
Tecmasa, Tecmasa,
Laminate Park Reciclados de Laminate Park Reciclados de
Andalucia Andalucia
Non-current assets 30 618 856 196 213 32 015 153 197 372
Current assets 19 332 324 382 306 18 227 223 413 252
Cash and cash equivalents 152 829 189 245 266 798 222 043
Other non-current liabilities 3 400 203 3 559 203
Current financial liabilities 2 723 115 4 347 656
Other current liabilities 32 866 296 64 178 31 443 090 108 501
Operating revenues 21 770 088 116 123 80 635 714 427 081
Operating expenses 21 283 175 104 175 82 102 503 398 021
Depreciation and amortization 1 241 158 6 999 5 048 658 26 491
Interest expense 198 055 856 277
Taxation 8 907
Net profit/(loss) from continuing operations 68 605 11 787 - 3 264 027 20 117
Adjustments to the Group's accounting policies 535 430
Group's share on net profit/(loss) 34 570 6 109 - 1 632 014 10 059

5. INVESTMENTS

At 31 March 2016 and 31 December 2015, details of Investment in joint ventures, on the Consolidated Statement of Financial position, are as follows:

31.03.2016 31.12.2015
Non current Non current
5 695 259 7 326 715
40 678 -1 631 456
5 735 937 5 695 259

6. TANGIBLE FIXED ASSETS

At 31 March 2016 and 31 December 2015, movements in tangible assets, accumulated depreciation and impairment losses were as follows:

31.03.2016 31.12.2015
Total tangible
fixed assets
Total tangible
fixed assets
Gross cost:
Opening balance 2 099 701 349 2 176 796 117
Capital expenditure 4 149 176 21 351 990
Disposals 1 286 449 17 098 510
Reclassifications as investment properties - 37 123 738
Transfers and reclassifications - 111 524 - 4 005 554
Exchange rate effect 8 504 120 - 40 218 956
Closing balance 2 110 956 672 2 099 701 349
Accumulated depreciation and impairment losses
Opening balance 1 470 921 621 1 476 706 696
Depreciations for the period 14 411 896 61 697 879
Impairment losses for the period - on results 111 280
Disposals 1 127 651 12 864 956
Reclassifications as investment properties - 30 134 419
Transfers and reclassifications - 7 933 - 3 307 007
Exchange rate effect 4 952 041 - 21 287 852
Closing balance 1 489 149 974 1 470 921 621
Carrying amount 621 806 698 628 779 728

At the closing date of these consolidated financial statements, mortgaged tangible fixed assets amounted to EUR 300 259 355 (EUR 299 596 935 at 31 December 2015), as a guarantee of loans amounting to EUR 124 282 768 (EUR 125 910 591 at 31 December 2015).

7. OTHER NON-CURRENT ASSETS

At 31 March 2016 and 31 December 2015, details of Other non-current assets were as follows:

31.03.2016 31.12.2015
Gross Value Impairment Net Value Gross Value Impairment Net Value
Trade debtors and other debtors 880 316 880 316 804 270 804 270
Loans to related parties 20 106 182 10 931 182 9 175 000 10 931 182 10 931 182
Financial Instruments 20 986 498 10 931 182 10 055 316 11 735 452 10 931 182 804 270
Total 20 986 498 10 931 182 10 055 316 11 735 452 10 931 182 804 270

Loans to related parties comprise a loan to the joint venture Laminate Park, which was included under Other current debtors, at 31 December 2015, for the same amount.

8. CASH AND CASH EQUIVALENTS

At 31 March 2016 and 31 December 2015, detail of Cash and Cash Equivalents was as follows:

31.03.2016 31.12.2015
Cash at Hand 57 468 42 240
Bank Deposits and Other Treasury Applications 15 990 908 28 882 230
Cash and Cash Equivalents on the Consolidated Statement of
Financial Position
16 048 376 28 924 470
Bank Overdrafts 6 644 534 13 116 265
Cash and Cash Equivalents on the Statement of Cash Flows 9 403 842 15 808 205

9. OTHER COMPREHENSIVE INCOME

Accumulated other comprehensive income on the Consolidated Statement of Financial Position, is detailed as follows:

Accumulated other comprehensive income
Atributable to the parent's shareholders
Currency
translation
Available-for
sale
financial
assets
Revaluation
Reserve
Remeasurements
on defined benefit
plans
Share of Other
Comprehensive
Income of Joint
Ventures and
Associates
Income tax
related to
components of
other
comprehensive
income
Total
Balance as at 1 January 2016 - 31 461 322 96 733 106 260 850 - 6 260 935 1 388 833 26 238 300 43 785 859
Other consolidated comprehensive income for the period 2 342 528 5 365 2 347 893
Others - 289 1 648 - 44 9 - 155 237 155 562
Balance as at 31 March 2016 -29 119 083 102 099 106 261 498 -6 260 979 1 388 842 26 083 063 46 289 314
Accumulated other comprehensive income
Atributable to the parent's shareholders
Currency
translation
Available-for
sale
financial
assets
Revaluation
Reserve
Remeasurements
on defined benefit
plans
Share of Other
Comprehensive
Income of Joint
Ventures and
Associates
Income tax
related to
components of
other
comprehensive
income
Total
Balance as at 1 January 2015 -12 361 951 88 083 107 383 926 -6 520 334 1 386 912 26 611 343 63 365 293
Other consolidated comprehensive income for the period 4 144 942 5 877 4 150 819
Balance as at 31 March 2015 -8 217 009 93 960 107 383 926 -6 520 334 1 386 912 26 611 343 67 516 112

10. LOANS

As at 31 March 2016 and 31 December 2015, Sonae Indústria had the following outstanding loans:

31.03.2016 31.12.2015
Amortised cost Nominal value Amortised cost Nominal value
Current Non current Current Non current Current Non current Current Non current
Bank loans
Debentures
154 985 791 219 847 621
148 087 333
155 089 124 220 842 247
150 000 000
332 303 023
147 987 525
53 413 866 333 573 440
150 000 000
53 648 577
Obligations under finance leases 4 481 670 15 735 140 4 481 670 15 735 140 5 669 033 16 749 594 5 669 033 16 749 594
Other loans 50 123 517 1 273 410 50 354 322 1 273 410 41 619 187 1 325 632 41 954 760 1 325 632
Gross debt 209 590 978 384 943 504 209 925 116 387 850 797 527 578 768 71 489 092 531 197 233 71 723 803
Cash and cash equivalent in
balance sheet 16 048 376 16 048 376 28 924 470 28 924 470
Net debt 193 542 602 384 943 504 193 876 740 387 850 797 498 654 298 71 489 092 502 272 763 71 723 803
Total net debt 578 486 106 581 727 537 570 143 390 573 996 566

At 31 March 2016, loans can be detailed as follows:

10.1. Bank Loans

Company(ies) Loan Contract date Maturity date (with reference
to 31 March 2016)
Currency Outstanding
principal at
31.03.2016
Outstanding
principal at
31.12.2015
EUR EUR
Tableros de Fibras S.A. Commercial
paper programme
July 2010 to be partly repaid from
January 2014 to December
2016, unless it is annually
revoked 1)
EUR 1 800 000 2 400 000
Sonae Indústria, SGPS, S.A. Bank loan August 2010 to be repaid from November
2012 to August 2017
EUR 1 666 667 1 944 444
Sonae Indústria, SGPS, S.A. Commercial
paper programme
September 2010 June 2016 2) EUR 12 500 000 12 500 000
Tafisa Canada Inc. Bank loan
(Revolving )
July 2011 to be repaid from September
2014 to July 2019
CAD 28 634 486 29 572 204
Tafisa Canada Inc. Bank loan July 2011 to be repaid from August 2012
to April 2016
CAD 85 672 334 117
Imoplamac, S.A. Bank loan November 2012 repaid in March 2016, in
accordance with contract
provisions
EUR 729 933
Sonae Indústria, SGPS, S.A. Commercial
paper programme
June 2013 June 2018
note: programme without
subscription guarantee
EUR 9 400 000 13 650 000
Taiber, Tableros Aglomerados
Ibéricos, S.L.
e Sonae Indústria, SGPS, S.A.
Bank loan November 2013 July 2016 EUR 39 000 000 39 000 000
Sonae Indústria, SGPS, S.A. Commercial
paper programme
July 2014 to be repaid from December
2015 to June 2018
EUR 8 350 000 8 350 000
Sonae Indústria, SGPS, S.A. Commercial
paper programme
August 2014 to be repaid from May 2018 to
November 2020
EUR 93 900 000 93 900 000
Tableros de Fibras, S.A.
e Sonae Indústria, SGPS, S.A.
Bank loan October 2014 to be repaid from May 2021 to
November 2022
EUR 65 000 000 65 000 000
Sonae Indústria, SGPS, S.A. Bank loan October 2014 November 2016, annually
renewable
EUR 10 000 000 7 930 000
Sonae Indústria, SGPS, S.A Commercial
paper programme
February 2015 to be repaid from August 2016
to February 2018
EUR 12 500 000 12 500 000
Sonae Novobord (Pty) Limited Bank loan April 2015 to be repaid from October 2015
to April 2020
ZAR 16 262 610 16 104 270
Sonae Indústria, SGPS, S.A. Bank loan June 2015 June 2016 EUR 60 000 000 60 000 000
Sonae Indústria, SGPS, S.A. Commercial
paper programme
October 2015 October 2016, renewable EUR 5 000 000 5 000 000
Euroresinas - Indústrias
Químicas, S.A.
Bank loan November 2015 to be repaid from May 2016 to
November 2018
EUR 4 000 000 4 000 000
Sonae Indústria, SGPS, S.A. Bank loan December 2015 repaid in January 2016, in
accordance with contract
provisions
EUR 9 999 481
Taiber, Tableros Aglomerados
Ibéricos, S.L.
Bank loan January 2016 cancelable with prior notice 1) EUR 1 724 192 N/A
Several companies EUR 5 009 785 2 802 439
Total EUR 374 833 412 385 716 889

1) Until the date of approval of these consolidated financial statements, no notification revoking these loans had been received;

2) In January 2016 both parts agreed on rescheduling maturity of this loan to June 2016.

All these loans are subject to variable interest rates.

Figures detailed on the previous table correspond to the amortized cost of bank loans disclosed on note 10.

At 31 March 2016, there were other assets amounting to EUR 52 639 283 (EUR 47 975 673 at 31 December 2015) which were pledged as guarantee of the Group's liabilities. These assets consisted mostly of inventories and accounts receivable.

At 31 December 2015, the Group reclassified under current liabilities bank loans amounting to EUR 167 308 185 (amortized cost), after having failed equity ratios contractually associated with these loans. In the period ended 31 March 2016, the Group obtained formal statements from the financing institutions assuring that repayment will not be required before contractually defined maturity dates. As such, these loans were reclassified under non-current liabilities, on these consolidated financial statements.

10.2. Bond Issues

Company(ies) Loan Contract date Maturity date (with reference
to 31 March 2016)
Currency Outstanding
principal at
31.03.2016
Outstanding
principal at
31.12.2015
Sonae Indústria, SGPS, S.A. Sonae Industria /
2014 - 2020
bonds
October 2014 to be repaid from May 2018 to
November 2020
EUR 150 000 000 150 000 000

This loan is subject to variable interest rate.

10.3. Other loans

Company(ies) Loan Contract date Maturity date (with reference
to 31 March 2016)
Currency Outstanding
principal at
31.03.2016
Outstanding
principal at
31.12.2015
EUR EUR
Trade receivables September 2016, renewable, EUR 48 684 357 40 162 862
Várias Empresas securitization August 2012 with maximum maturity
September 2018
GBP 490 347 480 792

Trade debtors amounting to EUR 73 328 867 (EUR 50 888 083 at 31 December 2015) were kept on the consolidated balance sheet as the criteria set out in IAS 39 for their derecognition were not fully met, namely because the whole risks related to the securitized assets were not completely transferred.

This loan is subject to variable interest rate.

11. OTHER NON-CURRENT LIABILITIES

At 31 March 2016 and 31 December 2015, Other non-current liabilities on the Consolidated Statement of Financial Position were composed of:

31.03.2016 31.12.2015
Other creditors
2 277 504 2 277 504
Financial instruments 2 277 504 2 277 504
Other creditors 21 583 580 31 312 338
Liabilities out of scope of IFRS 7 21 583 580 31 312 338
Total 23 861 084 33 589 842

Other creditors include EUR 21 037 478 (EUR 24 535 202 at 31 December 2015) related to deferred investment subventions.

At the closing date of these consolidated financial statements, Other non-current liabilities did not include any amount related to the fine imposed by the German Competition Authority as the balance that existed at 31 December 2015, which amounted to EUR 6 193 800, had been reclassified under Other current liabilities.

12. OTHER CURRENT LIABILITIES

At 31 March 2016 and 31 December 2015, Other current liabilities on the Consolidated Statement of Financial Position were composed of:

31.03.2016 31.12.2015
Derivatives 25 709 41 908
Tangible fixed assets suppliers 3 792 188 5 418 520
Other creditors 3 499 591 2 776 725
Financial instruments 7 317 488 8 237 153
Other creditors 7 119 367 7 301 250
Accrued expenses:
Insurances 369 240 335 167
Personnel expenses 21 122 699 17 002 321
Accrued financial expenses 11 354 486 6 503 606
Rebates 14 045 281 15 818 462
External supplies and services 9 806 182 8 005 824
Other accrued expenses 7 340 350 4 977 001
Deferred income:
Investment subventions 6 251 256 4 277 243
Other deferred income 692 549 148 932
Liabilities out of scope of IFRS 7 78 101 410 64 369 806
Total 85 418 898 72 606 959

At 31 March 2016 and 31 December 2015, Other creditors under Other current liabilities included EUR 6 265 000 related to the fine imposed by the German Competition Authority.

13. PROVISIONS AND ACCUMULATED IMPAIRMENT LOSSES

Movements occurred in provisions and accumulated impairment losses during the period ended 31 March 2016 were as follows:

31.03.2016
Description Opening
balance
Exchange
rate effect
Increase Utilization Reversion Other
changes
Closing
balance
Impairment losses:
Investment properties 2 259 929 2 259 929
Tangible fixed assets 41 690 361 41 690 361
Goodwill 1 700 000 1 700 000
Intangible assets 366 436 366 436
Other non-current assets 10 931 182 10 931 182
Trade debtors 25 345 784 7 340 690 033 564 649 - 136 055 25 342 453
Other debtors 3 502 3 502
Subtotal impairment losses 82 297 194 7 340 690 033 564 649 - 136 055 82 293 863
Provisions:
Litigations in course 1 523 885 - 21 152 424 403 4 614 1 082 944
Warranties to customers 549 120 - 81 549 039
Restructuring 1 492 766 428 219 1 064 547
Other 6 945 108 57 256 243 022 6 759 342
Subtotal provisions 10 510 879 - 21 233 57 256 1 095 644 4 614 9 455 872
Subtotal impairment losses and provisions 92 808 073 - 13 893 747 289 1 095 644 564 649 - 131 441 91 749 735
Other losses:
Investments 36 985 875
4 401 009
381 13 670
627 505
384 493 36 999 545
4 644 402
Write-down to net realizable value of inventories
Total 134 194 957 - 13 512 1 388 464 1 095 644 949 142 - 131 441 133 393 682
31.03.2015
Description Opening
balance
Exchange
rate effect
Increase Utilization Reversion Other
changes
Closing
balance
Impairment losses:
Investment properties
Tangible fixed assets 48 044 432 10 920 1 718 441 49 773 793
Goodwill 7 778 921 96 440 7 875 361
Intangible assets 30 833 - 1 831 29 002
Other non-current assets 10 931 182 10 931 182
Trade debtors 26 228 073 170 515 346 418 309 561 - 513 136 25 922 309
Other debtors 3 502 3 502
Subtotal impairment losses 93 016 943 266 955 357 338 309 561 1 203 474 94 535 149
Provisions:
Litigations in course 1 504 544 - 1 492 1 503 052
Warranties to customers 541 547 3 273 154 544 974
Restructuring 6 055 072 10 943 2 792 178 3 273 837
Other 4 694 739 30 790 190 013 57 449 4 592 965
Subtotal provisions 12 795 901 14 216 30 944 2 982 191 55 957 9 914 826
Subtotal impairment losses and provisions 105 812 844 281 171 388 282 2 982 191 309 561 1 259 431 104 449 975
Other losses:
Investments 36 985 875 36 985 875
Write-down to net realizable value of inventories 4 165 268 27 352 3 331 627 408 594 - 2 602 985 4 512 668
Total 146 963 987 308 523 3 719 909 2 982 191 718 155 - 1 343 554 145 948 518

Increases and decreases in provisions and impairment losses are stated on the Consolidated Income Statement as follows:

31.03.2016 31.03.2015
Losses Gains Total Losses Gains Total
Cost of sales 240 141 86 236 - 153 905 200 195 142 451 - 57 744
(Increase) / decrease in production 387 364 298 257 - 89 107 399 136 230 025 - 169 111
Provisions and impairment losses 720 033 1 621 769 901 736 346 573 2 294 731 1 948 158
Staff expenses 27 256 38 524 11 268 27 324 110 900 83 576
Profit / (loss) from investments 13 670 - 13 670
Profit / (loss) from discontinued operations 2 746 681 922 239 - 1 824 442
Total (Consolidated Income Statement) 1 388 464 2 044 786 656 322 3 719 909 3 700 346 - 19 563

14. RELATED PARTIES

Balances and flows with related parties are summarized as follows:

Balances Accounts receivable Accounts payable
31.03.2016 31.12.2015 31.03.2016 31.12.2015
Other subsidiaries of the parent company 641 984 329 705 3 764 123 4 336 245
Joint ventures and associates 9 511 222 9 527 339 2 222 997 1 836 792
Transactions Income Expenditure
31.03.2016 31.03.2015 31.03.2016 31.03.2015
Other subsidiaries of the parent company 188 313 155 598 910 787 1 471 607
Joint ventures and associates 514 592 1 538 524 6 043 060 4 283 106

15. DISCONTINUED OPERATIONS

In the period ended 31 March 2016, the Group did not classify any operations as discontinued. At 31 March 2015, the operations of Betanzos and Pontecaldelas industrial plants, in Spain, and Linxe (Darbo SAS) and Ussel industrial plants, in France, were classified as discontinued and the relating results were included under Profit / (loss) from discontinued operations, after taxation, on the Consolidated Income Statement, which can detailed as follows:

31.03.2015
Sales 19 682 354
Services rendered 96 124
Other income and gains 919 206
Cost of sales 14 388 208
(Increase) / decrease in production 1 387 840
External supplies and services 6 707 541
Staff expenses 4 229 109
Depreciation and amortisation 28 671
Provisions and impairment losses (increase / reduction) - 828 088
Other expenses and losses 471 819
Operating profit / (loss) - 5 687 416
Financial expenses 2 313 389
Financial income 183 585
Net profit/(loss) from descontinued operations, before tax - 7 817 220
Taxation - 10 053
Net profit / (loss) from descontinued operations - 7 807 167

Cash flows of discontinued operations, which were included line by line on the Consolidated Statement of Cash Flows, are as follows:

31.03.2015
Operating activities -11 114 752
Investment activities 4 186 864
Financing activitues 8 491 807

16. OTHER INCOME AND GAINS

Details of Other income and gains on the Consolidated Income Statement for the periods ended 31 March 2016 and 2015 are as follows:

31.03.2016 31.03.2015
Gains on disp. and write off of invest. prop., tang. and intang. assets 42 846 128 622
Supplementary revenue 1 186 638 1 553 767
Investment subventions 1 559 280 1 660 935
Tax received 1 180 280 1 122 170
Positive exchange gains 878 452 1 437 906
Others 360 621 1 124 799
5 208 117 7 028 199

17. OTHER EXPENSES AND LOSSES

Details of Other expenses and losses on the Consolidated Income Statement for the periods ended 31 March 2016 and 2015 are as follows:

31.03.2016 31.03.2015
Taxes 875 783 740 556
Losses on disp. and write off of invest. prop., tang. and intang. assets 157 486 1 128 801
Negative exchange gains 975 325 2 003 185
Others 1 209 123 924 065
3 217 717 4 796 607

18. UNDERLYING AND NON-UNDERLYING ITEMS

Underlying operating items on the Consolidated Income Statement are detailed as follows:

31.03.2016 31.03.2015
Recurring Recurring
Sales 258 055 712 256 194 321
Services rendered 852 876 1 668 487
Other income and gains 4 803 772 6 153 023
Cost of sales 130 610 753 137 039 199
(Increase) / decrease in production 1 051 345 - 1 839 640
External supplies and services 61 157 446 64 627 380
Staff expenses 36 272 188 35 822 277
Impairment losses in trade debtors (increase/reduction) 113 871 46 728
Other expenses and losses 2 539 383 3 593 814
Recurring operating profit/(loss) before amortization,
depreciation, provisions and impairment losses
(except trade debtors)
31 967 374 24 726 073
Non-Recurring operating profit/(loss) before
amortization, depreciation, provisions and impairment
losses (except trade debtors)
- 2 388 339 - 4 016 302
Total operating profit/(loss) before amortization,
depreciation, provisions and impairment losses
(except trade debtors)
29 579 035 20 709 771

19. FINANCIAL RESULTS

Financial results for the periods ended 31 March 2016 and 2015 were as follows:

31.03.2016 31.03.2015
Financial expenses:
Interest expenses
related to bank loans and overdrafts
4 769 560 4 618 556
related to non convertible bonds 2 092 708 1 766 398
related to finance leases 585 854 712 231
others 250 520 724 704
7 698 642 7 821 889
Losses in currency translation
related to loans 466 933 671 594
466 933 671 594
Cash discounts granted 3 115 967 3 073 700
Other finance losses 1 093 567 1 098 474
12 375 109 12 665 657
31.03.2016 31.03.2015
Financial income:
Interest income
related to bank loans 85 352 22 756
related to loans to related parties 78 181 2 231 018
Others 10 845 15 200
174 378 2 268 974
Gains in currency translation
related to loans 559 672 1 977 284
559 672 1 977 284
Cash discounts obtained 177 477 226 963
Other finance gains 4 699
916 226 4 473 221
Finance profit / (loss) - 11 458 883 - 8 192 436

20. TAXES

Corporate income tax accounted for in the periods ended 31 March 2016 and 2015 is detailed as follows:

31.03.2016 31.03.2015
Current tax 1 821 515 1 303 170
Deferred tax - 618 421 - 429 523
1 203 094 873 647

21. SEGMENT INFORMATION

The main activity of the Group is the production of wood based panels and derivative products through industrial plants and commercial facilities located in Portugal, Spain, France, Germany, United Kingdom, Switzerland, The Netherlands, Canada and South Africa.

At 31 March 2016 and 2015, identifiable reportable segments were as follows:

  • Northern Europe;
  • Southern Europe;
  • Rest of the World.
Turnover
31.03.2016 31.03.2015
Northern Europe 111 482 074 110 804 160
Southern Europe 86 754 156 88 710 000
Rest of the world 64 974 254 69 315 542
Total segments 263 210 484 268 829 702
Intercompany turnover (-) 6 517 036 14 476 578
Differences in classification (+) 2 215 141 3 556 980
Consolidated Income statement 258 908 588 257 910 103
Operating net profit (loss)
31.03.2016 31.03.2015
Northern Europe 6 737 417 2 124 477
Southern Europe 3 454 836 207 568
Rest of the world 5 706 300 4 397 820
Total segments 15 898 553 6 729 865
Consolidation adjustments not
included under Total segments
(+) - 47 762 41 155
Consolidated Income statement 15 850 791 6 688 710

Amounts stated as Total segments refer to information of continued operations which was included in internal report to chief operation decision maker.

22. APPROVAL OF THE CONSOLIDATED FINANCIAL STATEMENTS

These consolidated financial statements were approved by the Board of Directors and authorized for issuance 4 May 2016.

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