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Sonae SGPS

Quarterly Report Nov 30, 2018

1901_10-q_2018-11-30_df2ed49f-f342-46ff-83d3-a28458698429.pdf

Quarterly Report

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SONAE 9M18 RESULTS SONAE 9 MONTHS RESULTS 2018

1 HIGHLIGHTS AND CEO'S MESSAGE

  • Sonae turnover continued to post a solid YTD growth, reaching €4,236 M, with a 7.0% growth when compared to 9M17
  • Sonae underlying EBITDA stood at €233 M, +3.5% when compared to 9M17
  • Sonae net income reached €200 M, +50% above last year, driven by a strong contribution from indirect income
  • Net debt and leverage ratios continued to decrease on a like-for-like basis

"In the first nine months of 2018, Sonae continued to deliver a solid set of results across its portfolio of businesses. Consolidated turnover growth stood at 7% year-on-year, with positive contributions from all business units, and underlying EBITDA increased 3.5% to 233 million euros. Net income grew 50% to 200 million euros driven by a strong increase in indirect income.

In the third quarter, Sonae MC continues to be worth highlighting, both due to the strong turnover growth and to profitability stabilizing at benchmark levels. During this period, the reorganization of participations and restructuring of the new perimeter of this business unit was completed, achieving the objectives of autonomy and agility, and allowing it to operate with a governance model fully aligned with the best practices of listed companies. Unfortunately, Sonae chose in October to withdraw its intention to float Sonae MC, due to particularly adverse market conditions.

Equally relevant and also in this quarter, Sonae completed the 20% stake acquisition of Sonae Sierra, an important milestone to increase the international profile of the group by reinforcing its participation and influence over this leading player in the retail real estate sector. Notwithstanding this acquisition and the consolidation of Sonae Sierra's balance sheet, Sonae continued to strengthen its capital structure and reduce its gearing levels."

Ângelo Paupério, Sonae Co-CEO

2 SONAE PERFORMANCE AND CAPITAL STRUCTURE

Sonae aggregated businesses overview
Million euros 9M17 9M18 y.o.y. 3Q17 3Q18 y.o.y.
Turnover
Sonae Retail (1) 4,078 4,446 9.0% 1,506 1,677 11.4%
Sonae Sierra (2) 161 159 -1.4% 54 53 -2.1%
NOS (2) 1,160 1,167 0.7% 392 395 0.7%
Sonae IM 95 112 18.1% 25 36 43.9%
Sonae FS (3) 56 64 14.9% 18 21 14.7%
Underlying EBITDA
Sonae Retail (1) 237 243 2.8% 109 111 2.3%
Sonae Sierra (2) 77 78 2.2% 26 26 -0.4%
NOS (2) 449 462 2.9% 151 156 3.5%
Sonae IM 3 4 75.9% 0 1 -
Sonae FS (3) 6 10 56.8% 2 3 51.9%

(1) Sonae Retail includes Sport Zone figures in 9M17 and in 9M18 Iberian Sports Retail Group following its creation in January 31st 2018; (2) Aggregated turnover and Underlying EBITDA equals 100% of the figures reported by NOS or Sonae Sierra. In statutory accounts equity method is used; (3) Includes 100% turnover and underlying EBITDA of MDS.

Sonae consolidated results
Million euros 9M17(1) 9M18(1) y.o.y. 3Q17(1) 3Q18(1) y.o.y.
Turnover 3,960 4,236 7.0% 1,447 1,558 7.7%
Underlying EBITDA 225 233 3.5% 102 102 -0.2%
Underlying EBITDA margin 5.7% 5.5% -0.2 p.p. 7.1% 6.6% -0.5 p.p.
Equity method results (2) 36 47 29.6% 16 18 14.8%
o.w. S. Sierra (direct results) 23 25 9.6% 8 8 10.1%
o.w. NOS 24 29 24.3% 7 10 40.4%
Non-recurrent items 4 -10 - 9 -4 -
EBITDA 265 270 1.7% 127 116 -8.6%
EBITDA margin 6.7% 6.4% -0.3 p.p. 8.8% 7.4% -1.3 p.p.
D&A (3) -143 -156 -9.0% -50 -54 -9.6%
EBIT 122 114 -6.8% 77 62 -20.3%
Net financial results -27 -26 5.3% -10 -10 1.9%
EBT 95 88 -7.3% 67 52 -23.1%
Taxes 6 6 -12.1% -8 5 -
Direct results (4) 102 94 -7.6% 59 57 -3.4%
Indirect results 37 114 - 4 46 -
Net income 139 208 49.9% 64 104 63.0%
Non-controlling interests -6 -8 - -3 -1 -
Net income group share 133 200 50.1% 60 102 69.4%

(1) Due to the creation of Iberian Sports Retail Group in January 31st 2018, Sport Zone was registered as discontinued operation. In the 2Q18 ISRG started to be consolidated through the Equity Method. In June 2017, after the sale of 1,773 shares from MDS SGPS to IPLF Holding, MDS started to be consolidated through the Equity Method and was included in Sonae FS. From 1Q16 until June 2017, MDS was registered as a discontinued operation;

(2) Equity method results: includes direct income related to investments consolidated by the equity method (mainly Sonae Sierra and NOS/Zopt); (3) Depreciations & amortisations including provisions & impairments;

(4) Direct results before non-controlling interests.

In the first nine months of the year, Sonae businesses continued to deliver a positive performance both in terms of aggregate turnover and underlying EBITDA (Sonae Sierra's slight decrease in top line is related with the Brazilian real depreciation vs Euro in the period).

From a statutory point of view, Sonae consolidated turnover increased 7.0% versus last year to €4,236 M fuelled by another good quarter (+7.7% of turnover growth) from all consolidating businesses.

Sonae EBITDA amounted to €270 M in 9M18, +1.7% y.o.y., benefiting from a 3.5% increase of the underlying EBITDA coupled with an even better evolution in equity method results, which grew 29.6% y.o.y. to €47 M.

A note to the fact that this will be the last quarter consolidating Sonae Sierra through the equity method, as from 4Q18 onwards Sonae Sierra figures will be fully consolidated into Sonae's accounts.

Net income group share jumped to €200 M in 9M18, strongly impacted by the indirect results of €114 M, which were mainly related with a €46 M capital gain arising from the 20% Sonae Sierra share acquisition, in the 3Q18.

2 SONAE PERFORMANCE AND CAPITAL STRUCTURE (continued)

Sonae net invested capital
Million euros 9M17 9M18 y.o.y.
Net invested capital 3,321 4,708 41.8%
Shareholders funds 2,104 3,169 50.6%
Financial net debt 1,217 1,693 39.2%
Net debt (1) 1,217 1,539 26.5%
Net debt / Invested capital 36.7% 32.7% -4.0 p.p.

(1) Financial net debt + net shareholder loans.

Sonae pro-forma net debt (€M)

Gearing

Capital Structure

9M17 9M18

Sonae Capex
Million euros 9M17 9M18 % of
Turnover
Capex 202 480 11.3%
Sonae Retail 177 197 4.7%
Sonae MC 109 117 3.9%
Worten 26 24 3.2%
Sonae Sports & Fashion 14 18 6.7%
Sonae RP 28 36 51.5%
Maxmat 1 2 3.1%
Sonae IM 9 20 17.7%
Sonae FS 1 1 3.2%
Acquisition of 20% Sonae Sierra - 256 -

Net debt stood at €1,539 M at the end of the 9M18 in comparison with last year's figures is influenced by the 20% stake acquisition in Sonae Sierra, both due to the €256 M cashout and to the consolidation of the company's net debt.

Looking at pro-forma figures, i.e. including the full consolidation of Sonae Sierra's net debt at the end of 9M17, Sonae net debt would have decreased €144 M (or 10.1%) y.o.y., to €1,283 M.

Sonae's average gearing at both book and market value stood at 0.6x, a slight decrease when compared to 3Q17, and the group's capital structure was further reinforced and is now composed of 67% equity (already with Sonae Sierra's balance sheet fully consolidated), a 4.0 p.p. increase vs last year.

The holding loan-to-value ratio stood at 11%, broadly stable vs last year, already taking into account the 20% stake acquisition of Sonae Sierra.

Moreover, Sonae was able to maintain a low average cost of debt outstanding (1.0% in the 9M18) with an average maturity profile of 3 years.

At the end of 9M18, total Capex amounted to €480 M, of which 53% relates to the acquisition of the 20% stake in Sonae Sierra and 41% to the investment in Sonae's retail businesses, mainly related with store openings and refurbishment.

3 SONAE RETAIL RESULTS

SONAE MC

Turnover and underlying EBITDA mg evolution (€M; %) Sonae MC continues to deliver a solid performance with turnover growing 7.0% y.o.y. to €3,012 M. This evolution benefited from a LfL sales growth of 2.5% in the 9M18 and from the continued store opening plan, in particular with 8 new Continente Bom Dia stores and 1 new Continente Modelo store.

In 3Q18, turnover increased 6.7% y.o.y. to € 1,106 M and LfL sales growth was 2.3%.

Over the last quarters, the solid top line performance shows the consistency of Sonae MC's continuous efforts to improve the fresh offer and the price perception as well as the development of own brand products. Furthermore, and yet again, Sonae MC was able to increase market share and thus reinforce its leadership in such a challenging market.

At the underlying EBITDA level, and despite the continuous store network expansion efforts through proximity formats, the margin remained stable y.o.y. at 5.2%.

Last but not least, the 3Q18 was also an important quarter for Sonae MC's Health & Wellness segment, with the announcement of the agreement for the acquisition of a 60% stake in Arenal, a parapharmacy and perfumery retail company with a network of 41 stores across the North of Spain. With this agreement, Sonae MC will be able to further expand its position in one of its key strategic pillars, the high-growth H&W segment in a territory immediately adjacent to Portugal.

3 SONAE RETAIL RESULTS (continued)

SONAE RP

Turnover and underlying EBITDA mg evolution (€M; %)

RP Portfolio – % of Gross Book Value

At the end of September, Sonae RP's portfolio represented a gross book value of €1,303 M and a net book value of €932 M.

During the first nine months of the year Sonae RP did not complete any sale and leaseback transaction, however it continues to look for further opportunities. At the end of 9M18, Sonae MC's freehold stood at 46%.

In 9M18, Sonae RP's turnover increased 2.8% y.o.y. to €71 M, fuelled by the store network expansion and the underlying EBITDA stood at €61 M in 9M18, corresponding to an underlying EBITDA margin of 87.0%.

SONAE MC – NEW PERIMETER

Turnover and underlying EBITDA mg evolution (€M; %)

The new perimeter of Sonae MC, recently announced to the market, is mostly comprised of the historical Sonae MC segment, Maxmat and Sonae RP's operational assets. This new company, which will become a segment of Sonae consolidated accounts from 2019 onwards, also showed a solid performance in 3Q18.

Turnover increased 6.3% YTD to €3,128 M, fuelled by a LfL sales growth of 2.6%.

Underlying EBITDAR reached €297 M, implying a +€18 M y.o.y. growth in the 9M18 and a stable margin of 9.5%. The underlying EBITDA margin, also stabilised y.o.y. at 7.1%.

3 SONAE RETAIL RESULTS (continued)

WORTEN

Turnover and underlying EBITDA mg evolution (€M; %) 3Q18 Worten turnover reached €278 M, consolidating the

SONAE SPORTS & FASHION

Turnover and underlying EBITDA mg evolution (€M; %)

*Restated fashion accounts. In 2017 there were no fashion figures reported.

*Pro-forma figures.

upward trend reported in previous quarters (+7.8% growth in comparison with 3Q17). As a result, in the 9M18, Worten reached a total turnover of €752 M, 7.3% above last year, and continues to reinforce its market leadership in the Portuguese market. This solid evolution continues to be mostly supported by strong LfL sales growth of 5.5% in 9M18 and 4.2% in the 3Q18, and also by ecommerce double-digit growth both in Portugal and Spain. On the digital front, Worten took an important step with the launch of a marketplace offering in Portugal.

Regarding profitability, Worten's underlying EBITDA in the 3Q18 improved €0.6 M and 0.1 p.p. (to 3.0%), leading to €14.3 M in the 9M18 and a stable margin of 1.9%.

SONAE FASHION

Like in the 1H of this year, fashion players continued to face challenging market context. Fashion retail sales index delivered negative figures this quarter, both in Portugal and Spain, driven by atypical weather conditions. Margins were further pressured by rising stock levels and consequent increased promotional activity.

For Sonae S&F, the beginning of the fall/winter collection was severely impacted by the high temperatures in September, which eroded the impacts of two positive months (July and August) and led the 3Q to close with negative LfL sales growth of -0.9% (-0.7% in the 9M18). Still, 9M18 turnover grew 0.4% y.o.y. to €269 M, with the underlying EBITDA margin decreasing to 0.0%.

IBERIAN SPORTS RETAIL GROUP

Due to calendar reporting dates of JD Sports (the main shareholder of the JV), ISRG figures refer to 1st Feb – 4th August. In these first 6 months, turnover reached €262 M, an increase of 9.8% y.o.y., mostly driven by Sprinter and JD sales performance. The group's EBITDA stood at €7.0 M, decreasing y.o.y. mainly impacted by Sport Zone stores' conversion to the Sprinter model in Spain, which implied these stores to be closed for some weeks. Equity method results included in Sonae 9M18 accounts stood at -€1.1M, a strong improvement when compared to last year.

4 SONAE FS RESULTS

Turnover and underlying EBITDA mg evolution (€M; %)

Sonae FS activity continues to show a good performance with both production and turnover increasing 23.4% and 31.9% y.o.y. to €707 M and €22 M, respectively, which coupled with an almost double underlying EBITDA when compared to last year, totalling €4 M, led to a margin of 17.9%, +5.2 p.p. y.o.y. in the 9M18.

This performance continues to be fuelled by the Universo Card operation, which during the 3Q gained an additional c.30k subscribers, reaching 696k at the end of September and having already surpassed 700k in October. At the same time, market share in the payments market also continued at high levels, reaching 12.4% in September.

5 SONAE IM RESULTS

Portfolio
Controlling stakes Minority stakes
WeDo Technologies AVP Funds
S21Sec/ Nextel Stylesage
Saphety Probe.ly
Bizdirect Ometria
InovRetail Arctic Wolf
Bright Pixel Secucloud
Continuum Security
Nextail
Case on it
Jscramber
Reblaze
ciValue

Turnover and underlying EBITDA mg evolution (€M; %)

During the 9M18, Sonae IM continued to implement its active portfolio management strategy, with the clear objective of building and managing a portfolio of tech-based companies linked to retail, telecommunications and cybersecurity.

In the 3Q18, other than the reinforcement in some portfolio companies and some early stage investments, added two minority investments in the share capital of Reblaze and ciValue, both based in Israel. Reblaze is a cybersecurity company that provides proprietary security technologies in a unified platform, shielding assets from threats found on the Internet. ciValue is a retail tech company that provides cloudbased precision marketing and supplier advertising platforms for retailers.

In operational terms, Sonae IM's turnover amounted to €112 M in 9M18, growing 18.1% y.o.y., fuelled by all of the portfolio companies, mainly the integration of Nextel and Bizdirect's performance. The underlying EBITDA improved by €1.9 M y.o.y. to €4.5 M in the 9M18 and a margin of 4.0%, driven by improved efficiency across all companies and a positive impact from the increased sales of software licenses.

6 SONAE SIERRA RESULTS

Operational Indicators
Footfall (million visitors) 9M17
318
9M18
329
y.o.y.
3.2%
Europe & New Markets 249 261 4.9%
Brazil 70 68 -2.6%
Ocuppancy rate (%) 95.6% 96.3% 0.7 p.p.
Europe 97.2% 97.1% -0.1 p.p.
Brazil 90.3% 93.6% 3.4 p.p.
Like-for-Like (LfL) tenant sales 4.9% 1.6% -
Europe 3.8% 1.4% -
Brazil (local currency) 7.7% 2.4% -
Tenant sales (million euros) 3,446 3,327 -3.5%
Europe (million euros) 2,475 2,508 1.3%
Brazil (million euros) 971 819 -15.7%
Brazil (million reais) 3,419 3,503 2.4%
Nº of shopping centres owned and/or
managed (EOP)
65 65 0
Europe 55 55 0
Brazil 10 10 0
Nº of shopping centres owned/co
owned (EOP)
47 45 -2
Europe 38 36 -2
Brazil 9 9 0
GLA under Management ('000 sqm) 2,374 2,460 3.6%
Europe & New Markets 1,893 1,985 4.9%
Brazil 481 475 -1.4%
Financial Indicators (propotional basis)
Million euros 9M17 9M18 y.o.y. 3Q17 3Q18 y.o.y.
Turnover 161 159 -1.4% 54 53 -2.1%
EBIT 76 78 2.3% 26 26 -0.4%
EBIT margin 47.0% 48.7% 1.8 p.p. 47.6% 48.4% 0.8 p.p.
Direct results 45 50 9.7% 15 17 10.3%
Indirect results 33 28 -13.5% -1 2 -
Net results 78 78 0.0% 14 19 38.3%
… attributable to Sonae 39 39 0.0% 7 9 38.3%

Open Market Value (OMV)(1) and leverage (€Bn)

(1) Includes investment properties at open market value and development properties at cost. On September 12th , the agreement with Grosvenor for the acquisition of an additional 20% stake of Sonae Sierra was concluded for a total consideration of €255.9 M. Following this transaction, Sonae fully consolidates Sonae Sierra's balance sheet in the 3Q18 and its P&L from 4Q18 onwards.

Sonae Sierra's NAV stood at €1,423 M at the end of September, representing a marginal decrease of 0.7% compared to the 2017 year end position (excluding the BRL currency effect, NAV would have increased by 2.2%).

As for development projects, Sonae Sierra continues to progress the execution of its pipeline, namely the McArthurGlen Designer Outlet in Málaga (Spain), Jardín Plaza in Cucuta (Colombia) as well as the expansion of NorteShopping and Colombo (Portugal).

Sonae Sierra's services area recorded a positive performance in the 9M18, growing EBIT by 19% (on a proportional basis) and continuing to grow its contract portfolio across the development services, investment management and property management areas. The Investment Management area, specifically, the ORES Socimi, has continued to record a good investment pace, having now 30 assets in its portfolio with an open market value of €328 M.

In operational terms, Sonae Sierra's portfolio continued to register high occupancy rates, both in the European portfolio, where occupancy rate remained stable in relation to last year at 97.1% and in the Brazilian portfolio, where the rate increased by 3.4 p.p. to 93.6%. Moreover, LfL tenant sales grew 1.4% in Europe and 2.4% in Brazil (in local currency).

All in all, Sonae Sierra's 9M18 Direct results (on a proportional basis) amounted to €50 M, an improvement of 9.7% y.o.y. benefiting from a better operational performance of the services division coupled with improved financial results, while Indirect results totalled €28 M reflecting the positive impact of the operational performance of Sierra's portfolio and an overall marginal portfolio yield compression.

7 NOS RESULTS

Financial Indicators
Million euros 9M17 9M18 y.o.y. 3Q17 3Q18 y.o.y.
Operating revenues 1,160 1,167 0.7% 392 395 0.7%
EBITDA 449 462 2.9% 151 156 3.5%
EBITDA margin 38.7% 39.6% 0.9 p.p 38.5% 39.5% 1.1 p.p
Net results 105 123 17.0% 33 44 34.1%
Capex 263 280 6.5% 91 101 10.7%
Free Cash Flow 33 23 -30.7% 34 88 -
Operational Indicators
('000) 3Q17 3Q18 y.o.y.
Total RGUs (Net adds) 112 70 -
Convergent RGUs (Net adds) 46 56 -
Mobile (Net adds) 95 42 -
Pay TV (Net adds) 2 5 -
Total RGUs 9,366 9,570 2.2%
Convergent RGUs 3,631 3,843 5.8%
Convergent customers 719 760 5.8%
ARPU/Unique subscriber with
fixed access (euros)
45 44 -

NOS published its results on November 8th 2018, which are available at its website www.nos.pt.

Regarding operational indicators, total RGUs increased 2.2% when compared with 9M17, to 9,570 thousand in 9M18, while convergent RGUs stood at 3,843 thousand, +5.8% y.o.y..

Operating revenues amounted to €1,167 M in the 9M18 an increase of 0.7% versus last year.

Regarding profitability, EBITDA improved by 2.9% y.o.y. to €462 M in 9M18, and EBITDA margin increased by 90 bps, to 39.6% in 9M18. Net results jumped 17.0% y.o.y. reaching €123 M in 9M18.

NOS capex amounted to €280 M in the 9M18, + 6.5% y.o.y. and Free Cash Flow decreased to €23 M impacted by the dividend payment in the 2Q18. In the 3Q18, FCF recorded a significant increase from €34 M in 3Q17 to €88 M.

Finally, the ratio financial net debt/EBITDA stood at 1.8x in 9M18, representing a solid and conservative capital structure.

8 CORPORATE INFORMATION

Main corporate events in the 3Q18

July 14th 2018

Sonae announced that it has entered into an agreement with Grosvenor Group for the acquisition of a 20% stake of Sonae Sierra, SGPS, SA.

July 17th 2018

Following the decisions taken by Engs. Paulo Azevedo and Ângelo Paupério to, after the end of the current mandate, hand over the executive role exercised up until this date at the Board of Directors of Sonae, the Board has announced to EFANOR, that, under its competency to identify potential candidates with an executive role profile, it has resolved to appoint Dr.ª Cláudia Azevedo, as the next CEO to be appointed after the end of the present mandate. EFANOR has asked Sonae to inform the market that it has accepted the recommendation of the Board of Directors of Sonae.

Announcements made on this date by Sonae can be found here: https://www.sonae.pt/en/investors/releases-to-the-market/

September 3rd 2018

Sonae released presentation of the Food Retail business.

September 12th 2018

Sonae informed that, following the anti-trust approval from the competent competition authorities, the transaction for the acquisition of a 20% stake of Sonae Sierra, SGPS, SA for a total consideration of €255.9 M was concluded.

September 19th 2018

Sonae announced its intention to float Sonae MC in Euronext Lisbon.

September 28th 2018

Sonae announced that, its subsidiary Modelo Continente Hipermercados S.A. sucursal en España, has entered into an agreement with Corpfin Capital to acquire its 60% stake in Tomenider SL, owner of 100% of Arenal Perfumerias SLU, for a total estimated consideration of around €45 M. Arenal is a parapharmacy and perfumery retail company with a network of 41 stores in Spain.

Subsequent events

October 4th 2018

Sonae announced the launch of Sonae MC IPO on Euronext Lisbon with a price range of EUR 1.40 to EUR 1.65 per share (prospectus also published in CMVM).

October 11th 2018

Sonae informed that, due to adverse conditions in international markets, the institutional offering did not take place, which hence determined that the initial public offering of Sonae MC Shares was not executed.

October 23rd 2018

Sonae announced to the market Invesco Ltd. qualified shareholding amounting to 2.06% of Sonae's share capital.

9 ADDITIONAL INFORMATION

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.

Glossary

Capex Investments in tangible and intangible assets and investments in acquisitions.
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.
(Direct) EBT Direct results before taxes.
EBITDA margin EBITDA / turnover.
EoP End of period.
Financial net debt Total net debt excluding shareholders' loans.
Gearing (book value) Average of the last four quarters considering, for each quarter, total net debt (EoP) / total shareholders'
funds (EoP).
Gearing (market value) Average of the last four quarters considering, for each quarter, total net debt (EoP) / equity value
considering the closing price of Sonae shares on the last day of each quarter.
GLA Gross Lettable Area: equivalent to the total area available to be rented in the shopping centres.
Indirect results 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
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 (v) other non-relevant issues.
Investment properties Shopping centres in operation owned and co-owned by Sonae Sierra.
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 / investment portfolio gross asset value; gross asset value based on market multiples,
real estate NAV and market capitalisation for listed companies.
Loan to value (LTV) -
Shopping Centres
Net debt / (investment properties + properties under development).
Net asset value (NAV) Open market value attributable to Sonae Sierra - net debt - minorities + deferred tax liabilities.
Net debt Bonds + bank loans + other loans + financial leases + shareholder loans - cash, bank deposits, current
investments, and other long-term financial applications.
Net invested capital Total net debt + total shareholders' funds.
Open market value
(OMV)
Fair value of properties in operation and under development (100%), provided by independent
international entities.
Other loans Bonds, leasing and derivatives.
RGU Revenue generating unit.
Technical investment Tangible assets + intangible assets + other fixed assets - depreciations and amortisations.
Underlying EBITDA Recurrent EBITDA from the businesses consolidated using the full consolidation method.

Note: Sonae implemented the following changes in its reporting structure:

(i) from 1Q17, Maxmat is reported under "Sonae Retail", together with Sonae MC, Worten, Sonae Sports & Fashion and Sonae RP; (ii) MDS started to be consolidated through the Equity Method and was included in Sonae FS, in June 2017, after the sale of 1,773

shares from MDS SGPS to IPLF Holding. From 1Q16 until June 2017, MDS was registered as a discontinued operation; (iii) from 1Q17 until January 2018, Sport Zone figures were reported under discontinued operation. In the 2Q18, ISRG started to be consolidated through the Equity Method;

(iv) In the 3Q18, following the acquisition of further 20% in Sonae Sierra, Sonae Sierra statutory balance sheet started to be fully consolidated.

Sonae statement of financial position
Million euros 9M17 9M18 y.o.y.
TOTAL ASSETS 5,523 7,644 38.4%
Non current assets 4,119 5,891 43.0%
Tangible and intangible assets 1,980 2,009 1.5%
Goodwill 633 737 16.4%
Investment properties - 806 -
Other investments 1,413 2,151 52.3%
Deferred tax assets 72 83 16.2%
Others 22 105 -
Current assets 1,404 1,753 24.9%
Stocks 688 645 -6.2%
Trade debtors 128 146 14.4%
Liquidity 308 568 84.2%
Others 280 394 40.8%-
SHAREHOLDERS' FUNDS 2,104 3,169 50.6%
Equity holders 1,940 2,060 6.2%
Attributable to minority interests 164 1,108 -
LIABILITIES 3,420 4,476 30.9%
Non-current liabilities 1,401 1,870 33.4%
Bank loans 601 1,025 70.6%
Other loans 646 517 -20.0%
Deferred tax liabilities 114 284 150.4%
Provisions 20 20 2.8%
Others 21 24 11.8%
Current liabilities 2,019 2,606 29.1%
Bank loans 226 517 128.7%
Other loans 64 216 -
Trade creditors 1,161 1,213 4.5%
Others 568 660 16.2%
SHAREHOLDERS' FUNDS + LIABILITIES 5,523 7,644 38.4%

Condensed consolidated financial statements

CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT 30 SEPTEMBER 2018 AND 2017 AND 31 DECEMBER 2017

(Amounts expressed in euro)

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

ASSETS Notes 30 Sep 2018 30 Sep 2017 31 Dec 2017
NON-CURRENT ASSETS:
Property, plant and equipment 6 1,646,101,648 1,613,693,116 1,650,873,072
Intangible assets 7 362,448,070 365,919,450 367,924,247
Investment properties 8 763,668,025 - -
Investment properties under development 8 42,456,551 - -
Goodwill 9 736,574,374 632,868,800 634,363,213
Investments in joint ventures and associates 10 2,119,318,605 1,398,995,219 1,414,450,837
Other investments 11 32,159,773 13,915,081 19,423,775
Deferred tax assets 14 83,458,250 71,814,571 71,883,593
Other non-current assets 12 104,531,694 21,946,333 23,611,943
Total Non-Current Assets 5,890,716,990 4,119,152,570 4,182,530,680
CURRENT ASSETS:
Inventories 645,272,276 688,234,217 713,253,625
Trade receivables and other receivables 13 540,357,929 407,689,195 343,316,395
Investments 11 1,565,417 533,056 179,881
Cash and bank balances 15 566,259,040 307,801,528 364,589,115
Total Current Assets 1,753,454,662 1,404,257,996 1,421,339,016
Assets classified as held for sale - - 782,540
TOTAL ASSETS 7,644,171,652 5,523,410,566 5,604,652,236

EQUITY AND LIABILITIES

EQUITY:
Share capital
Own shares
Reserves and retained earnings
Profit/(Loss) for the period attributable to the equity holders of the Parent Company
Equity attributable to owners of the Company
16
16
2,000,000,000
(104,204,112)
(35,404,422)
200,006,143
2,060,397,609
2,000,000,000
(108,604,165)
(84,712,386)
133,213,873
1,939,897,322
2,000,000,000
(108,567,192)
(89,958,584)
165,753,915
1,967,228,139
Non-controlling interests 17 1,108,264,291 163,730,062 167,809,994
TOTAL EQUITY 3,168,661,900 2,103,627,384 2,135,038,133
LIABILITIES:
NON-CURRENT LIABILITIES:
Loans 18 1,541,395,062 1,246,678,556 1,220,234,342
Other non-current liabilities 20 23,664,533 21,160,284 13,449,318
Deferred tax liabilities 14 284,353,211 113,552,343 132,200,898
Provisions 22 20,158,222 19,600,000 18,955,625
Total Non-Current Liabilities 1,869,571,028 1,400,991,183 1,384,840,183
CURRENT LIABILITIES:
Loans 18 732,920,954 289,646,463 269,078,453
Trade payables and other liabilities 21 1,868,583,745 1,725,306,689 1,810,085,084
Provisions 22 4,434,025 3,838,847 5,610,383
Total Current Liabilities 2,605,938,724 2,018,791,999 2,084,773,920
TOTAL LIABILITIES 4,475,509,752 3,419,783,182 3,469,614,103
TOTAL EQUITY AND LIABILITIES 7,644,171,652 5,523,410,566 5,604,652,236

CONDENSED CONSOLIDATED INCOME STATEMENTS FOR THE PERIOD ENDED 30 SEPTEMBER 2018 AND 2017

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

(Amounts expressed in euro) Notes rd Quarter 2018
3
rd Quarter 2017
3
Restated
30 Sep 2018 30 Sep 2017
Restated
note 3
Sales 1,497,289,813 1,394,432,939 4,062,202,054 3,806,528,464
Services rendered 60,575,052 52,288,242 174,099,760 153,679,960
Gains and losses on investments 24 45,093,260 1,117,892 45,327,484 1,240,987
Financial income 1,696,475 770,629 6,413,565 4,644,303
Other income 25 25,854,068 41,449,002 70,676,080 84,899,232
Cost of goods sold and materials consumed (1,078,537,677) (1,002,989,335) (2,897,419,568) (2,725,540,098)
Changes in stocks of finished goods and work in progress (1,309,529) (1,511,277) (27,357) (147,480)
External supplies and services (197,361,350) (171,514,234) (549,671,931) (498,261,606)
Employee benefits expense (190,144,599) (176,381,858) (581,110,494) (537,331,711)
Depreciation and amortisation expenses 6 and 7 (51,700,780) (46,524,213) (151,803,546) (138,116,959)
Provisions and impairment losses (1,879,687) (2,419,952) (7,931,624) (3,968,177)
Financial expenses (11,582,134) (10,847,660) (32,090,265) (31,753,345)
Other expenses (19,477,518) (25,376,890) (57,068,387) (56,440,495)
Share of profit or loss of joint ventures and associates 10.3 18,421,730 21,689,926 127,644,637 68,211,365
Profit/(Loss) before tax from continuing operations 96,937,124 74,183,211 209,240,408 127,644,440
Income tax expense 26 5,432,670 (10,108,695) (11,097,308) 4,374,503
Profit/(Loss) after tax from continuing operations 102,369,794 64,074,517 198,143,100 132,018,944
Profit/(Loss) from discontinued operations after tax 3 and 4.1 1,191,804 (543,820) 9,890,552 6,756,333
Consolidated profit/(Loss) for the period 103,561,598 63,530,697 208,033,652 138,775,277
Attributable to owners of the Company:
Continuing operations 100,741,375 60,315,009 189,952,168 126,958,274
Discontinued operations 1,433,807 6,278 10,053,975 6,255,599
102,175,182 60,321,287 200,006,143 133,213,873
Attributable to non-controlling interests
Continuing operations 1,628,419 3,759,508 8,190,932 5,060,670
Discontinued operations (242,003) (550,098) (163,423) 500,734
17 1,386,416 3,209,410 8,027,509 5,561,404
Profit/(Loss) per share
From continuing operations
Basic 28 0.053496 0.031952 0.100207 0.067058
Diluted 28 0.049942 0.029819 0.093543 0.062634
From discontinued operations
Basic 28 0.000405 (0.000164) 0.005304 0.003304
Diluted 28 0.000378 (0.000156) 0.004951 0.003086

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE PERIODS ENDED 30 SEPTEMBER 2018 AND 2017

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

(Amounts expressed in euro) 3rd Quarter 2018 rd Quarter 2017
3
Restated
30 Sep 2018 30 Sep 2017
Restated
Net Profit / (Loss) for the period 103,561,598 63,530,696 208,033,652 138,775,277
Items that may be reclassified subsequently to profit or loss:
Exchange differences on translation foreign operations 1,788,982 (150,350) 3,698,022 1,726,266
Share of other comprehensive income of joint ventures and associates (note 10.3) (9,472,638) (293,366) (38,265,110) (9,998,180)
Changes in cash flow hedging reserves (844,873) 3,468,246 501,604 (2,368,476)
Income tax relating to items that may be reclassified subsequently to profit or loss
Others
(1,385)
85,902
(618,403)
(154,848)
-
(61,650)
597,488
(6,669)
(8,444,012) 2,251,279 (34,127,134) (10,049,571)
Items that were reclassified subsequently to profirt or loss:
Exchange differences arising on translation of foreign operations related to
discontinued operations 201,588 - 201,588 (4,214,202)
Other comprehensive income for the period (8,242,424) 2,251,279 (33,925,546) (14,263,773)
Total comprehensive income for the period 95,319,174 65,781,975 174,108,106 124,511,504
Attributable to:
Owners of the Company 94,549,421 62,575,275 167,583,186 116,613,613
Non-controlling interests 769,753 3,206,700 6,524,920 7,897,891

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY FOR THE PERIODS ENDED 30 SEPTEMBER 2018 AND 2017

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

nd r
Res
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,988
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,669
,555
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7 - R
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,738
,086
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Tot
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)
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,260
)
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-
-
-
-
-
-
-
-
-
-
-
-
-
6,13
3,92
1
-
-
-
3,06
5,01
1
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
212
,008
,938
(75,
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796
,304
-
(69,
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)
(618
,289
)
(32,
)
564
-
-
215
,073
,949
(75,
)
796
,304
-
(69,
363
)
(618
,289
)
(32,
)
564
-
-
(215
)
,073
,949
-
-
-
-
-
-
-
-
(75,
)
796
,304
-
(69,
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)
5,51
5,63
2
(32,
)
564
-
-
-
(3,6
14)
93,9
(100
)
,718
(4,0
17)
-
(110
)
,865
3,19
8,59
0
(13,
)
138
,363
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,000
-
(79,
)
490
,218
(100
)
,718
(73,
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)
5,51
5,63
2
(143
)
,429
3,19
8,59
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138
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7 R
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0
-
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)
,604
,165
-
247
,276
,603
-
3,28
0,20
3
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59,7
13
-
22,3
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-
(357
)
,641
,905
-
(84,
)
712
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-
133
,213
,873
-
1,93
9,89
7,32
2
163
,730
,062
2,10
3,62
7,38
4
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8
nce
as a
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(108
)
,567
,192
247
,276
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4,00
3,43
2
174
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13,0
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(363
)
,726
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(89,
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958
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165
,753
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1,96
7,22
8,13
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5,03
8,13
Tot
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ive
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- - - 3,54
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9
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- (36,
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)
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)
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4,92
0
3
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arly
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n in
of s
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olid
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od
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n m
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of a
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IFRS
15
act
Oth
ers
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
4,36
3,08
0
-
-
-
-
-
-
-
4,66
1,16
4
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
161
,092
,751
(79,
)
790
,936
-
(327
)
,830
262
,240
1,93
6,34
1
(578
)
,200
-
-
-
(285
,344
)
6,93
3
165
,753
,915
(79,
)
790
,936
-
(327
)
,830
262
,240
1,93
6,34
1
(578
)
,200
-
-
-
(285
,344
)
6,93
3
(165
)
,753
,915
-
-
-
-
-
-
-
-
-
-
-
-
(79,
)
790
,936
-
(327
)
,830
4,62
5,32
0
1,93
6,34
1
(578
)
,200
-
-
-
(285
,344
)
6,93
3
-
(3,1
81)
16,3
(195
)
,169
(20,
)
991
-
(383
)
,192
-
80,0
00
500
,000
937
,117
,395
(73,
934
)
21,6
49
-
(82,
)
907
,317
(195
)
,169
(348
)
,821
4,62
5,32
0
1,55
3,14
9
(578
)
,200
80,0
00
500
,000
937
,117
,395
(359
,278
)
28,5
82
Bala
ber
t 30
Sep
tem
201
8
nce
as a
2,00
0,00
0,00
0
(104
)
,204
,112
251
,937
,767
7,54
3,69
1
564
,455
22,3
13,0
00
(317
)
,763
,335
(35,
)
404
,422
200
,006
,143
2,06
0,39
7,60
9
1,10
8,26
4,29
1
3,16
8,66
1,90
0

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

19

CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE PERIOD ENDED 30 SEPTEMBER 2018 AND 2017

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

(Amounts expressed in euro) Notes 3rd Quarter 2018 3rd Quarter 2017 30 Sep 2018 30 Sep 2017
OPERATING ACTIVITIES
Net cash generated from operating activities (1) 217,963,883 229,021,197 179,829,724 180,749,887
INVESTMENT ACTIVITIES
Receipts arising from:
Investments
Property, plant and equipment and intangible assets
Interests and similar income
Loans granted
Dividends
27 1,257,972
18,959
36,005
-
27,373,210
-
35,160,194
239,065
-
7,500,000
46,654,403
1,488,658
389,629
659
45,271,985
21,009,032
37,377,443
740,597
1,500
54,033,243
Others -
(12,657,575)
6,004,345
48,903,604
8,834,385
102,639,719
35,775,630
148,937,445
Payments arising from:
Investments
Property, plant and equipment and intangible assets
Loans granted
Others
Net cash used in/ generated by investment activities (2)
27 (143,831,788)
(68,202,405)
-
(11,982,007)
(224,016,200)
(236,673,775)
(2,013,026)
(65,261,115)
(502)
(3,639,413)
(70,914,056)
(22,010,452)
(181,474,330)
(222,656,982)
-
(12,345,134)
(416,476,446)
(313,836,727)
(4,207,851)
(204,046,203)
(1,982,966)
(16,026,779)
(226,263,799)
(77,326,354)
FINANCING ACTIVITIES
Receipts arising from:
Investments
Loans, bonds and finance leases
Capital increases, additional paid in capital and share premiums
Others
-
1,617,425,177
500,000
-
1,659,268,897
40,000
1,792,288,351
400,000
-
1,792,728,351
-
4,226,886,984
2,133,149
42,847,390
4,271,867,523
624,007
5,678,356,445
400,000
-
5,679,380,452
Payments arising from:
Investments
Loans, bonds and finance leases
Interests and similar charges
Dividends
Others
Net cash used in financing activities (3)
-
(1,417,655,368)
(3,925,467)
(1,966,618)
(141,791)
(1,423,689,244)
235,579,653
(1,559,526)
(1,942,475,435)
(5,887,556)
(28,417)
(110,898)
(1,950,061,832)
(157,333,481)
-
(3,825,688,378)
(16,009,410)
(87,271,729)
(373,424)
(3,929,342,941)
342,524,582
(5,706,932)
(5,681,036,190)
(18,791,033)
(83,659,748)
(414,032)
(5,789,607,935)
(110,227,483)
Net increase (decrease) in cash and cash equivalents (4) = (1) + (2) + (3) 216,869,761 49,677,264 208,517,579 (6,803,950)
Effect of exchange rate changes on the balance of cash held in foreign
currencies
Effect of discontinued operations
Cash and cash equivalents at the beginning of the period
Cash and cash equivalents at the end of the period
4.1
15
15
24,608
(50,746)
347,238,673
564,033,080
97,181
-
255,375,215
304,955,298
141,375
(6,113,132)
361,770,008
564,033,080
342,663
(11,088,316)
323,190,227
304,955,298

SONAE, SGPS, SA

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 30 SEPTEMBER 2018

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

(Amounts expressed in euro)

1 I N T R O D U C T I O N

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, as detailed in Notes 31 and 32 as Sonae Group ("Sonae"). Sonae's operations and operating segments are described in Note 5.

2 P R I N C I P A L A C C O U N T I N G P O L I C I E S

The accounting policies adopted are consistent with those described in the file of annual financial statements for the year ended 31 December 2017.

2.1 Basis of preparations

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

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 on the 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 2018:

With mandatory application during the year 2018: Effective date
(for financial years
beginning on or
after)
IFRS 9 Financial instruments (establishes the new requirements regarding the classification and
measurement
of financial
assets and
liabilities,
the methodology
for calculating
impairment and for the application of hedge accounting rules)
01 Jan 2018
IFRS 15 Revenue
from
contracts
with
customers
(introduces
a
principles-based
revenue
recognition framework based on a template to be applied to all contracts with
customers)
01 Jan 2018
IFRS 15
(amendment)
Revenue from contracts with customers (various clarifications are introduced in the
standard to eliminate the possibility of divergent interpretations of various topics)
01 Jan 2018
IFRS 4
(amendment)
Insurance contracts (provides guidance on the application of IFRS 4 in together with IFRS
9)
01 Jan 2018
IFRS 2
(amendment)
Share-based payment (include a number of clarifications in the standard related to
recording share-based payment transactions that are settled with cash, (ii) recording
changes in share-based payment transactions (of cash settled for settlement with equity
instruments),
(iii)
the
classification
of
transactions
with
cleared
liquidation
characteristics)
01 Jan 2018
Annual Improvements to international financial reporting standards (cycle 2014-2016) 01 Jan 2017 and 01
Jan 2018

These standards were applied by the Group in 2018, however there were no significant impacts on these 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 2018 Effective date
(for financial years
beginning on or
after)
IFRS 9
(amendment)
Prepayment features with negative compensation 01 Jan 2019
IFRIC 22 Transactions in
foreign currency
and advances
(establish the date of the initial
recognition of the advance or deferred income as the date of the transaction for
determining the exchange rate of the recognition of the revenue)
01 Jan 2019
IFRIC 23 Uncertainly over income tax treatments (clarifies the accounting for uncertainties in
income taxes)
01 Jan 2019
IFRS 16 Leases - (recognition and measurement principles) 01 Jan 2019
IFRS 40
(amendment)
Investment properties (clarify that the change in classification from or to investment
property should only be made when there is evidence of a change in the use of the
asset)
01 Jan 2019

IFRS 16 sets out the principles for the recognition, measurement, presentation and disclosure of leases, and supersedes IAS 17 - Leases and its associated interpretative guidance.

IFRS 16 distinguishes leases and service contracts taking into account whether an identified asset that is controlled or not. Distinctions off-balance sheet and finance leases (included in the balance sheet) are eliminated at the level of the lessee and are replaced by a model in which an asset identified with a right of use and a corresponding liability for all lease contracts, except for short-term (up to 12 months) and low value contracts.

The "right of use" is initially measured at cost and subsequently at the net cost of depreciation and impairment, adjusted by the remeasurement of the lease liability. The lease liability is initially measured based on the present value of the lease responsibilities at the date and subsequently is adjusted by the financial update of that amount, as well as the possible modifications of the lease contracts.

At the date of publication of these consolidated financial statements, Sonae is carrying out the inventory of the existing leasing contracts, and performing its technical analysis and framework considering the provisions of IFRS 16.

In addition, it is currently on analysis the existing information systems to assess the necessity of adapting it to the requirements of this standard. At this stage, it is not possible to estimate the magnitude of the impacts inherent to its adoption.

The Group did not proceed to earlier adoption of any of these standards on the financial statements for the period ended on the 30 September 2018, since their application is not yet mandatory. The impacts of the above mentioned standards are being analysed by the Group.

The following standards, interpretations, amendments and revisions haven't been, until the date of approval of these financial statements, endorsed by the European Union:

With mandatory application after 2018 Effective date
(for financial years
beginning on or
after)
IFRS 17 (Insurance contracts) 01 Jan 2021
IAS 19
(amendment)
Amendments, reductions or liquidation of employee benefit plans 01 Jan 2019
IAS 28
(amendment)
Long-term interests in associates and joint ventures 01 Jan 2019
Annual Improvements to international financial reporting standards (cycle 2015-2017) 01 Jan 2019
Amendments to references to the Conceptual Framework in IFRS Standards 01 Jan 2020

The Group did not proceed to earlier adoption of any of these standards on the financial statements for the period ended on the 30 September 2018, since their application is not mandatory, lying in the process of analyzing expected effects of those standards that, are not expected to reflect significant impacts.

3 R E S T A T E M E N T O F F I N A N C I A L S T A T E M E N T

The consolidated income statement for the period ended 30 September 2017 was restated due to the impact of the combination of Sport Zone and JD Sports Holdings and the sale of the Tlantic Group.

Combination of Sport Zone with JD Sports Holdings

On March 9th 2017, Sonae through one of its subsidiaries, signed a Memorandum of Understanding (MoU) with JD Sports Fashion Plc (JD Group), UK's leading retailer of sports, fashion and outdoor brands, and JD Sprinter Holdings 2010 (JD Sprinter), which provides the combination in Iberia existing businesses of the JD Group´s and JD Sprinter, with SDSR – Sports Division SR, SA (Sport Zone). This MoU establishes the key parameters for the creation of an Iberian Sports Retail Group that will have as shareholders the JD Group, Sonae and the family shareholders of JD Sprinter, with shareholdings of approximately 50%, 30% and 20%, respectively. Under the agreement reached, the procedures for determining the assets, liabilities and transactions to be the object of this transaction were initiated.

As at 14 September 2017, Sonae MC Modelo Continente SGPS, SA entered into an agreement with JD Sports Fashion Plc, Balaico Firaja Invest SL and JD Sprinter Holdings 2010, SL (JD Sprinter) which provides for the combination of JD Sprinter and Sport Zone under the terms described above. However, the execution of this transaction was subject to the fulfillment of suspensive conditions dependent on third parties, namely approval by the General Directorate of Competition of the European Commission, the authorization of the shareholder alteration by the owners of the leased stores of the Sport Zone business as well as of bank guarantees.

The approval by the competition authorities occurred on 18 January 2018 and the satisfaction of other conditions precedent occurred until 31 January 2018, the date on which the Group considered the transaction and the respective loss of control.

Disposal of Tlantic Group

The Tlantic is a group of three companies that develop software. As at 26 September 2018 Sonae disposed that participation.

According to predicted by IFRS 5, changes were made in the Consolidated Statements of Income by nature for the years ended at 30 September 2017 and 2018 to reflect in a single line (Net income for discontinued operations), in the face of Statement of profit or loss, after-tax profit or loss from discontinued operations.

The impact in the consolidated statement of income, the reclassification of the activity of Sport Zone and Tlantic for discontinued operations, as at 30 September 2017 can be analysed as follows:

30 Sep 2017
Amounts in euro Before the
restatement
Discontinued
operations
Sport Zone and
Tlantic
After the
restatement
Sales 3,976,309,436 (169,780,972) 3,806,528,464
Services rendered 138,992,347 14,687,613 153,679,960
Income or expenses related to investments (1,602,451) 2,843,438 1,240,987
Other income and financial income 3,699,907 944,396 4,644,303
Other income 88,577,701 (3,678,469) 84,899,232
Cost of good sold and materials consumed (2,825,562,897) 100,022,799 (2,725,540,098)
Changes in stocks of finished goods (147,480) - (147,480)
External supplies and service (530,659,192) 32,397,586 (498,261,606)
Employee benefits expense (567,208,760) 29,877,049 (537,331,711)
Depreciation and amortisation expenses (145,992,523) 7,875,564 (138,116,959)
Provisions and impairment losses (4,025,420) 57,243 (3,968,177)
Financial expenses (31,866,927) 113,582 (31,753,345)
Other expenses (57,541,297) 1,100,802 (56,440,495)
Gains or losses related to joint ventures and associated undertaking 71,054,802 (2,843,437) 68,211,365
Profit (loss) from continuing operations, before tax 114,027,246 13,617,194 127,644,440
Income tax expense 6,637,202 (2,262,699) 4,374,503
Consolidated profit (loss) for the period from continuing operations 120,664,448 11,354,496 132,018,944
Profit/(Loss) from discountinuing operations, after tax 18,110,829 (11,354,496) 6,756,333
Consolidated profit /(loss) for the period 138,775,277 - 138,775,277
Attributable to owners of the Company:
Continuing operations 124,140,348 2,817,926 126,958,274
Discontinued operations 9,073,525 (2,817,926) 6,255,599
133,213,873 - 133,213,873
Attributable to non-controlling interests
Continuing operations (3,475,900) 8,536,570 5,060,670
Discontinued operations 9,037,304 (8,536,570) 500,734
5,561,404 - 5,561,404

4 C H A N G E S I N C O N S O L I D A T I O N P E R I M E T E R

4.1 Completion of the agreement for the combination of Sport Zone with JD Sprinter Holdings

In 2018, and considering the loss of control in Sport Zone, Sport Zone and its subsidiaries were no longer included by the full consolidation method in Sonae's consolidated financial statements, being the investment in the new partnership, Iberian Sports Retail Group, included by the equity method. At the date of loss of control, the amount of this investment amounts 78.1 million euros, which represents the fair value of the participation at the date of the transaction. This partnership with loss of control in Sport Zone generated a capital gain in the amount of 11 million euro.

Discontinued operations include the following companies:

Percentage of share capital held
At date of consolidation method
change
COMPANY Head Office Direct Total
Sports & Fashion
SDSR – Sports Division SR, SA Matosinhos (Portugal) 100.00% 100.00%
Sport Zone Canárias, SL Tenerife (Spain) 60.00% 60.00%
Sport Zone España - Comércio de Articulos de Deporte, SA Madrid (Spain) 100.00% 100.00%

The effects of this transaction in the consolidated financial statements can be analysed as follows:

Sport Zone
Amounts in euro 31 Jan 2018
Loss control date
31 Dec 2017
Net assets
Property, plant and equipment and intagible assets (Notes 6 and 7) 54,323,790 54,659,282
Goodwill (Note 9) 3,642,946 3,642,943
Deferred tax assets 6,872,143 6,593,675
Inventories 53,449,595 54,408,789
Trade receivables and other assets 12,476,345 9,836,456
Cash and bank balances 6,062,386 6,679,540
Bank loans long term (6,445,557) (45,948,953)
Deferred tax liabilities (973,004) (963,072)
Bank loans short term (2,236,375) (21,619,782)
Trade payables and other current liabilities (53,071,092) (52,809,981)
Shareholder Supplies - 60,883,601
Total net assets 74,101,177 75,362,498
Price adjustment (5,039,083)
Fair value of estimated future receipts 5,000,000
Gain in operation 11,090,755
Financial investment retained at fair value 85,152,849
30 Sep 2018
Financial investment in ISRG at the date of losss of control
(Note 10.3)
78,085,756
Amounts receivable 5,000,000
Amounts received 2,067,093
85,152,849
Amounts expressed in euro 31 Jan 2018
Services rendered 19,075,708
Other income 409,025
Cost of goods sold and materials consumed (11,911,628)
External supplies and services (4,966,459)
Employee benefits expense (3,261,694)
Depreciation and amortisation expenses (876,205)
Other expenses (398,779)
Financial income (58,079)
Profit/(Loss) before tax (1,988,111)
Income tax expense 262,640
Profit/(Loss) after tax (1,725,471)
Income or expenses related to loss control 11,090,755
Profit/(Loss) for period from discountinuing operations 9,365,284

Details of discontinued operations in the statement of cash flows can be analysed as follows:

Cash flows for the period from discountinuing operations 31 Jan 2018
Net cash flow from operating activities 5,796,552
Net cash used in investment activities (1,613,005)
Net cash used in financing activities 1,309,488
Net increase in cash and cash equivalents 5,493,035

4.2 Disposal of Tlantic Group

The subsidiaries disposal can be analyzed as follows:

Percentage of share capital held
At disposal date
COMPANY Head Office Direct Total
Others
Tlantic, BV Amsterdam (Netherlands) 72.10% 72.10%
Tlantic Portugal - Sistemas de Informação, SA Maia (Portugal) 100.00% 72.10%
Tlantic Sistemas de Informação, Ltda Porto Alegre (Brazil) 100.00% 72.10%

The effects of this transaction in the consolidated financial statements can be analysed as follows:

Amounts in euro Date of disposal 31 Dec 2017
Net assets
Property, plant and equipment and intagible assets (Notes 6 and 7) 1,580,953 1,622,493
Deferred tax assets 331,475 274,148
Trade receivables and other assets 1,186,310 1,110,025
Other debtors 814,557 1,009,086
Cash and bank balances 78,323 207,609
Bank loans long term (27,577) (69,403)
Deferred tax liabilities (9,240) (9,873)
Trade payables and other current liabilities (3,998,653) (3,421,792)
Total net assets (43,852) 722,293
Currency translation reserves 201,588
Non-controlling interests (309,172)
Gain in operation 1,351,436
Financial investment retained at fair value 1,200,000
30 Set 2018
Amounts receivable 1,200,000
Amounts received -
1,200,000
Amounts in euro 30 Sep 2018 30 Sep 2017
Services rendered 5,039,317 5,521,561
Other income 89,432 246,849
External supplies and services (2,753,855) (2,645,453)
Employee benefits expense (2,786,408) (3,356,104)
Depreciation and amortisation expenses (275,996) (255,660)
Other expenses (264,695) (265,494)
Financial income 60,132 (26,685)
Profit/(Loss) before tax (892,073) (780,986)
Income tax expense -
65,905
-
34,448
Profit/(Loss) after tax (826,168) (746,538)
Income or expenses related to loss control -
1,351,436
-
-

Details of discontinued operations in the statement of cash flows can be analysed as follows:

Profit/(Loss) for period from discountinuing operations 525,268 (746,538)

Cash flows for the period from discountinuing operations 30 Sep 2018
Net cash flow from operating activities 369,530
Net cash used in investment activities (238,247)
Net cash used in financing activities (4,300)
Net increase in cash and cash equivalents 126,983

4.3 Acquisition of shares and gain of control of Sonae Sierra SGPS, S.A.

In September 2018, following the approval by the competent competition authorities, Sonae has completed the agreement with Grosvenor Group for the acquisition of a 20% participation in Sonae Sierra SGPS, SA. This acquisition resulted in a change in the shareholder agreement and in the gain of control of this joint venture. Therefore, and as provided by IFRS 3, Sonae Sierra, SGPS, S.A. began to be consolidated by the full consolidation method

The companies included in the consolidation perimeter are detailed in notes 31, 32.1 and 32.2.

The effects of the acquisition of control and the consequent passage of equity method for full consolidation can be analyzed as follows:

Sonae Sierra
Amounts in euro At the date of
acquisition
30 Sep 2018
Net assets acquired
Investment properties (Note 8) 806,124,576 806,124,576
Tangible and intangible assets (Note 6 and 7) 3,100,687 3,100,687
Investments in joint ventures and associates
(Note 10.3)
1,234,986,580 1,234,986,580
Deferred tax assets 1,336,664 1,336,664
Other assets 229,620,324 229,620,324
Cash and cash equivalents 117,614,568 117,614,568
Loans (386,979,196) (386,979,196)
Deferred tax liabilities (140,142,627) (140,142,627)
Other liabilities (134,005,644) (134,005,644)
Total net assets acquired 1,731,655,932 1,731,655,932
Goodwill (Note 9) 102,759,948
Non Controlling Interests (Note 17)
Change in consolidation method (financial participation at
938,637,605
equity method) (Note 10.3) 593,987,852
Capital Gain on revaluation to fair value of the financial
participation (Note 24)
45,853,773
Acquisition cost 255,936,650
Net cash flow arising from acquisition:
Cash payment 255,936,650
Cash and bank balances acquired (117,614,568)
138,322,082
Amounts in euro Since the date
of acquisition
9 months
Turnover - 112,655,864
Other operational income - 28,144,284
- 140,800,148
Cost of good sold and materials consumed - -
External supplies and service - (42,835,805)
Amortisation - (695,238)
Other operacional expenses - (39,780,175)
- (83,311,218)
Income and financial income - 6,464,310
Financial expenses - (8,870,854)
Financial results - (2,406,544)
Gains or losses related to joint ventures and associated
undertaking
- 83,105,613
Other income / expenses - -
Profit/(Loss) before tax - 138,187,998
Income tax expense - (13,321,155)
Consolidated profit /(loss) for the period - 124,866,843
Attributable to: - -
Equity attributable to shareholders of parent company - 77,743,854
Non-controlling interests - 47,122,989
- 124,866,843
Other comprehensive income for the period - (41,582,000)
Total comprehensive income for the period - 83,284,843

At the date of presentation of these financial statements, it was not yet possible to finalize the analysis to assign, in accounting terms, the fair value of identified assets and liabilities assumed, a part of the acquisition cost, which is

recognized as Goodwill and recorded under Intangible assets. However, the purchase price allocation will be concluded until the end of the one year period from the date of acquisition, as stablished by IFRS 3 - Business Combinations.

4.4 The major acquisitions of subsidiaries occurred in the period ended at 30 September 2018

The acquisitions of companies included in the full consolidation can be analyzed as follows:

Proportion of voting equity
interests acquired
On the date of acquisition
COMPANY Head Office Direct Total
Sonae MC
Amor Bio, Mercado Biológico, Lda Lisbon (Portugal) 100.00% 100.00%
Sonae IM
Mxtel SA de CV City of Mexico
(Mexico)
100.00% 72.78%
Nextel, SA Bilbao (Spain) 100.00% 72.78%

The subsidiaries Nextel and Mxtel were acquired by the group in June 2018 and have as main activity the provision of engineering and information systems consulting services, specialized in information security and management of telecommunications services.

The effects of these acquisitions in the consolidated financial statements can be analysed as follows:

Sonae MC Sonae IM
Amounts in euro On the date of
acquisition
30 Sep 2018 On the date of
acquisition
Adjustments for
just value
30 Sep 2018
Net assets
Tangible and intangible assets (Notes 6 and 7) 323,987 279,455 187,611 - 187,611
Inventories 134,878 127,234 - - -
Deferred tax assets - - 3,930,008 - 3,930,008
Trade receivables and other assets 68,468 57,207 5,659,358 (37,866) 5,621,492
Cash and cash equivalents (6,266) 13,284 1,371,559 2,011 1,373,570
Bank loans short term (206,821) (70,010) (4,639,541) 61,400 (4,578,141)
Trade payables and other current liabilities (364,334) (551,868) (4,152,176) (501,372) (4,653,548)
Total net assets acquired (50,088) (94,307) 2,356,819 (475,827) 1,880,992
Goodwill (Note 9) 850,088 1,696,330 2,172,157
Acquisition cost 800,000 4,053,149 4,053,149
Cash payment 544,000 2,684,250 2,684,250
Consideration to be paid 256,000 1,368,899 1,368,899
800,000 4,053,149 4,053,149
Net cash flow arising from acquisition
Cash payment (544,000) (577,963) (2,684,250) (4,055,807)
Cash and bank balances acquired (6,266) (6,266) 1,371,559 2,011 1,373,570
(550,266) (584,229) (1,312,691) 2,011 (2,682,237)

At the date of presentation of these financial statements, it was not yet been possible to conclude the analysis to assign, in accounting terms, the fair value of identified assets and liabilities assumed, a part of the acquisition cost, which is recognized as Goodwill and recorded under Intangible assets. However, the purchase price allocation will be completed until the end of the one year period from the date of acquisition, as permitted by IFRS 3 - Business Concentrations.

5 S E G M E N T I N F O R M A T I O N

Sonae has in its portfolio 5 main segments: Sonae Retail, Sonae Sierra, NOS, Sonae IM and the Sonae FS.

• Sonae Retail has 5 segments:

  • Sonae MC is our food retail unit, operating 41 Continente hypermarkets, 124 Continente Modelo supermarkets, 102 convenience stores Bom Dia, 28 restaurants Go Natural, 290 stores operated under franchise Meu Super and 232 parapharmacy Well´s

  • Worten that is included in the top 3 of Iberian electronic players, counting on a portfolio of 252 physical stores in Iberia;

  • Sonae Sports & Fashion has a network of 270 own stores of sports and clothing products, combined with a franchise network of 116 stores;

  • Sonae RP is dedicated to optimizing the management of Sonae's retail real estate portfolio, mainly by stores that operate under the Continente brand and under other brands of Sonae;

  • Maxmat operates in the DIY, construction, bathroom and garden market with a network of 31 stores;

  • Sonae Sierra is dedicated to the activity of development and management of shopping centres.
  • NOS is the partnership that the Group holds through Zopt dedicated to telecommunications.
  • Sonae IM has an active portfolio management strategy, with the objective of building and managing a portfolio of technology-based companies related to retail and telecommunications.
  • Sonae FS aims to boost retail financial services.

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.

The list of Group companies and their businesses are detailed in Notes 31 and 32

The main operating segment information as at 30 September 2018 and 2017 and 31 December 2017 can be detailed as follows:

30 Sep 2018 Turnover Depreciation
and
amortisation
Provisions and
impairment
losses
EBIT Financial
results (2)
Income tax (2)
Sonae MC 3,011,949,973 81,173,884 1,299,173 64,960,368 - -
Worten 752,423,419 21,104,952 829,143 (10,182,109) - -
Sports & Fashion 268,788,432 16,495,820 964,098 (23,172,520) - -
Sonae RP 70,616,330 19,234,678 20,111 42,063,721 - -
Maxmat 63,272,024 1,318,881 977 4,238,091 - -
Sonae Retail 4,167,050,178 139,328,215 3,113,502 77,907,552 (12,197,648) 10,485,074
Sonae Sierra - - - 24,804,547 - -
NOS - - - 29,318,500 - -
Sonae IM 111,853,790 7,065,276 419,997 (3,231,063) 378,723 182,663
Sonae FS 22,260,448 661,824 - 718,822 70,114 48,694
Other, eliminations and adjustments (64,862,602) 4,748,231 (338,756) (15,467,725) (13,927,889) (16,311,724)
Total consolidated 4,236,301,814 151,803,546 3,194,743 114,050,633 (25,676,700) (5,595,293)
30 Sep 2017 Restated Turnover Depreciation
and
amortisation
Provisions and
impairment
losses
EBIT Financial
results (2)
Income tax (2)
Sonae MC 2,814,090,970 73,074,412 252,269 66,020,338 - -
Worten 701,027,883 19,632,048 902,930 (9,772,123) - -
Sports & Fashion 267,684,651 14,889,376 999,381 (20,953,717) - -
Sonae RP 68,664,589 18,158,860 - 51,571,948 - -
Maxmat 57,713,409 1,316,444 - 3,414,301 - -
Sonae Retail 3,909,181,502 127,071,140 2,154,580 90,280,747 (13,250,484) 3,415,909
Sonae Sierra - - - 22,636,487 - -
NOS - - - 23,593,500 - -
Sonae IM 94,710,719 7,111,995 493,492 (4,725,807) (367,646) (1,630,123)
Sonae FS 16,874,356 371,601 - 2,955,843 33 (484,286)
Other, eliminations and adjustments (60,558,153) 3,562,223 193,028 (12,316,273) (13,490,945) (7,667,486)
Total consolidated 3,960,208,424 138,116,959 2,841,100 122,424,497 (27,109,042) (6,365,985)
Net debt (2)
30 Sep 2018 31 Dec 2017
Sonae Retail 804,761,715 628,698,342
Sonae IM 33,834,094 (465,854)
Sonae Sierra 114,197,000 -
Holding (1) 586,336,129 484,077,881
Total consolidated 1,539,128,938 1,112,310,369

1) Includes Sonae separate financial statements;

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

Investment (CAPEX) Net invested capital
30 Sep 2018 30 Sep 2017
Restated
30 Sep 2018 31 Dec 2017
Sonae MC 116,641,406 109,308,993 651,425,762 697,071,753
Worten 23,858,814 25,514,367 (37,090,690) (90,641,251)
Sports & Fashion 18,048,933 14,111,000 362,982,379 355,988,594
Sonae RP 36,370,646 27,779,068 932,263,156 902,627,242
Maxmat 1,970,021 719,940 31,796,731 32,639,857
Sonae Retail 196,889,820 177,433,367 1,941,377,337 1,897,686,195
Sonae IM 19,815,594 8,700,000 169,567,141 159,330,000
Sonae FS 703,877 1,039,311 17,021,073 20,126,477
Sonae Sierra 1,949,580,948 -
Other, eliminations and adjustments 262,201,900 14,344,786 630,244,361 1,170,360,921
Total consolidated 479,611,191 201,517,464 4,707,790,859 3,247,503,593

The intra-groups of the turnover can be analyzed by following:

30 Sep 2018 30 Sep 2017
Inter-segment
(1,432,194)
(14,493) (2,810,195)
(16,843,439) (22,976,344)
(61,740,134) (61,294,347)
(80,346,121) (88,513,080)
(13,472,481) (12,691,983)
(284,465) (332,289)
(94,103,067) (101,537,352)
Inter-segment
(1,748,056)

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

Turnover EBIT
30 Sep 2018 30 Sep 2017
Restated
30 Sep 2018 30 Sep 2017
Restated
Inter-segment intra-groups
Contributions of entities not included
(94,103,067) (101,537,352) - -
in the segments 29,240,465 40,979,199 (7,676,868) (7,484,058)
Others - - (7,790,857) (4,832,215)
Other, eliminations and adjustments (64,862,602) (60,558,153) (15,467,725) (12,316,273)
Investment Invested capital
30 Sep 2018 30 Sep 2017
Restated
30 Sep 2018 31 Dec 2017
Inter-segment intra-groups and contributions of entities
non-individualized entities as segments
6,265,250 14,344,786 28,116,655 (24,887,601)
Acquisition of 20 % of participation in the Sonae Sierra,
SGPS, S.A.
255,936,650 - - -
Investments in joint ventures and associated companies - - 681,680,489 1,289,028,845
Other investments - - 9,884,296 9,919,677
Cash settled equity swap (3) - - (89,437,079) (103,700,000)
Other, eliminations and adjustments 262,201,900 14,344,786 630,244,361 1,170,360,921

3) Financial Instrument reported in Note 16.

All performance measures are reconciled to the financial statements in Note 29.

Glossary:

Net Invested capital = Total net debt + total shareholder funds

Net debt = Bonds + bank loans + other loans + shareholder loans + financial leases - cash, bank deposits, current investments, excluding other long term financial applications;

Other, eliminations and adjustments = Intra-groups + consolidation adjustments + contributions from other companies not included in the disclosed segments as they do not fit in any reportable segment, ie in addition to Sonae SGPS, the companies identified as "Other" in Note 31 are included;

Investments (CAPEX) = Gross investment in tangible and intangible assets and investments in acquisitions.

6 T A N G I B L E A S S E T

During the nine-month period ended 30 September 2018 and 2017, the movements in tangible assets as well as accumulated depreciation and impairment losses are made up as follows:

Others Tangible Total
Land and Plant and tangible assets tangible
buildings machinery assets in progress assets
Cost
Balance as at January 1, 2018 1,370,528,263 1,521,434,347 226,138,300 39,949,699 3,158,050,609
Discontinued operations (Note 4.1) (48,858) (110,624,380) (8,311,871) (712,317) (119,697,426)
Change in method (Note 4.3) 2,269,122 994,376 3,924,634 - 7,188,132
Acquisitions of subsidiaries (Note 4.4) 77,981 754,998 784,552 - 1,617,531
Additions 23,421,568 4,481,029 1,280,269 143,257,131 172,439,997
Disposals (257,351) (32,511,074) (4,918,511) (1,167,757) (38,854,693)
Effect of foreign currency exchanges differences (38,490) 6,630 (148,304) - (180,164)
Transfers 8,678,241 114,927,077 14,258,579 (146,359,873) (8,495,976)
Balance as at September, 30 2018 1,404,630,476 1,499,463,003 233,007,648 34,966,883 3,172,068,010
Accumulated depreciation and impairment
Balance as at January 1, 2018 415,435,082 920,710,779 170,898,687 132,989 1,507,177,537
Discontinued operations (Note 4.1) (34,037) (63,883,638) (6,188,072) - (70,105,747)
Change in method (Note 4.3) 962,412 809,994 3,730,304 - 5,502,710
Acquisitions of subsidiaries (Note 4.4) 9,928 583,627 593,688 - 1,187,243
Depreciation of the period 17,664,544 84,377,200 14,676,096 - 116,717,840
Disposals (137,612) (28,524,614) (5,025,217) - (33,687,443)
Effect of foreign currency exchanges differences (44,235) 4,269 (118,256) - (158,222)
Transfers (87,054) (271,252) (309,250) - (667,556)
Balance as at September 30 2018 433,769,028 913,806,365 178,257,980 132,989 1,525,966,362
Carrying amount at 30 September 2018 970,861,448 585,656,638 54,749,668 34,833,894 1,646,101,648
Others Tangible Total
Land and Plant and tangible assets tangible
buildings machinery assets in progress assets
Cost
Balance as at January 1, 2017 disclosed 1,371,092,975 1,438,240,754 217,886,293 30,984,493 3,058,204,515
Effect of fair value adjustment of assets acquired (4,384,000) - - - (4,384,000)
Balance as at 1 January 2017 Restated 1,366,708,975 1,438,240,754 217,886,293 30,984,493 3,053,820,515
Discontinued operations (489,027) (2,829,332) (3,965,896) (566,767) (7,851,022)
Investment 7,811,067 3,043,511 1,299,376 140,659,376 152,813,330
Acquisitions of subsidiaries 1,443,695 2,624,130 450,095 - 4,517,920
Disposals (29,550,566) (49,824,586) (6,313,387) (1,471,237) (87,159,776)
Effect of foreign currency exchanges differences (44,887) (75,650) (463,397) (9,715) (593,649)
Transfers 12,784,986 100,502,344 12,416,748 (126,828,919) (1,124,841)
Balance as at 30 September 2017 1,358,664,243 1,491,681,171 221,309,832 42,767,231 3,114,422,477
Accumulated depreciation and impairment
Balance as at 1 January 2017 397,973,790 881,497,880 166,152,543 110,824 1,445,735,037
Discontinued operations (226,791) (1,777,593) (3,212,180) - (5,216,564)
Depreciation of the period 16,680,771 83,667,455 13,732,384 - 114,080,610
Impairment losses of the period 81,876 67,108 14,914 - 163,898
Acquisitions of subsidiaries 1,163,331 1,526,940 507,759 - 3,198,030
Disposals (5,783,468) (44,494,115) (6,140,604) - (56,418,187)
Effect of foreign currency exchanges differences (32,331) (37,474) (358,839) - (428,644)
Transfers 680,352 (218,873) (846,298) - (384,819)
Balance as at 30 September 2017 410,537,530 920,231,328 169,849,679 110,824 1,500,729,361
Carrying amount at 30 September 2017 948,126,713 571,449,843 51,460,153 42,656,407 1,613,693,116

The investment in the period ended 30 September 2018 and 2017 includes mainly the acquisition of assets of approximately 143 million euro (141 million euro as at 30 September 2017), associated with the opening and remodeling of stores of Sonae retail operating segments.

The caption depreciation of the period includes 1,152,201 euros in 2018 (7,875,564 euro in 2017) relating to the depreciation of discontinued operations.

The most significant values under the caption "Tangible assets in progress" refer to the following projects:

30 Sep 2018 30 Sep 2017
Refurbishment and expansion of stores in the retail businesses
located in Portugal
27,179,886 38,862,553
Refurbishment and expansion of stores in the retail businesses
located in Spain
1,953,271 1,233,773
Projects of "Continente" stores for which advance payments were
made
1,466,000 1,196,000
Others 4,234,737 1,364,081
34,833,894 42,656,407

The caption "Impairment losses for tangible assets" can be detailed as follows:

Land and
buildings
Plant and
machinery
Others
tangible
assets
Total tangible
assets
Impairment losses
Balance as at January 1, 2018 90,556,668 23,168,012 654,331 114,379,011
Discontinued operations - (4,451,474) (58,701) (4,510,175)
Disposals (104,849) (1,289,403) (54,913) (1,449,165)
Closing balance as at 30 September 2018 (Note 22) 90,451,819 17,427,135 540,717 108,419,671

7 I N T A N G I B L E A S S E T S

During the nine-month period ended 30 September 2018 and 2017, the movement occurred in intangible assets and in the corresponding accumulated amortisation and impairment losses, was as follows:

Patents
and other
Others
intangible
Intangible
assets
Total
intangible
similar rights assets in progress assets
Cost
Opening balance as at 1 January 2018 178,064,353 497,255,214 29,512,753 704,832,320
Discontinued operations (Note 4.1) (2,324,288) (10,252,932) (532,751) (13,109,971)
Change in method (Note 4.3) 1,913,203 14,749,395 398,301 17,060,899
Acquisitions of subsidiaries (Note 4.4) - 1,108,528 - 1,108,528
Investment 160,423 1,118,212 34,232,927 35,511,562
Disposals (87,393) (1,746,311) (509,214) (2,342,918)
Effect of foreign currency exchanges differences 143,065 (85,537) 1,316 58,844
Transfers 74,783 31,524,305 (31,070,130) 528,958
Balance as at 30 September 2018 177,944,146 533,670,874 32,033,202 743,648,222
Accumulated depreciation and impairment
Opening balance as at 1 January 2018 40,973,388 295,934,685 - 336,908,073
Discontinued operations (Note 4.1) (2,239,835) (4,859,045) - (7,098,880)
Change in method (Note 4.3) 1,909,581 13,736,053 - 15,645,634
Acquisitions of subsidiaries (Note 4.4) - 1,027,218 - 1,027,218
Depreciation of the period 2,266,465 34,285,185 - 36,551,650
Impairment losses of the period - (437,639) - (437,639)
Disposals (87,274) (1,218,847) - (1,306,121)
Effect of foreign currency exchanges differences 158,017 (159,324) - (1,307)
Transfers (47,431) (41,045) - (88,476)
Balance as at 30 September 2018 42,932,911 338,267,241 - 381,200,152
Carrying amount at 30 September 2018 135,011,235 195,403,633 32,033,202 362,448,070
Patents Others Intangible Total
other similar intangible assets intangible
rights assets in progress assets
Gross assets:
Balance as at 1 January 2017 181,013,190 493,383,747 28,060,990 702,457,927
Discontinued operations (1,991,644) (34,165,793) (103,663) (36,261,100)
Investment 25,905 1,131,506 39,127,960 40,285,371
Acquisitions of subsidiaries 13,500 138,687 - 152,187
Disposals (110,040) (991,290) (730,190) (1,831,520)
Effect of foreign currency exchanges differences (749,133) (3,254,581) (37,155) (4,040,869)
Transfers 168,743 22,088,914 (22,740,220) (482,563)
Balance as at 30 September 2017 178,370,521 478,331,190 43,577,722 700,279,433
Accumulated depreciation and impairment
Balance as at 1 January 2017 40,763,712 288,184,727 - 328,948,439
Discontinued operations (1,098,292) (24,111,717) - (25,210,009)
Depreciation of the period 1,942,997 31,894,927 - 33,837,924
Acquisitions of subsidiaries 6,222 79,636 - 85,858
Impairment losses for the period - 573,209 - 573,209
Disposals (65,499) (972,204) - (1,037,703)
Effect of foreign currency exchanges differences (701,124) (2,100,565) - (2,801,689)
Transfers 18,854 (54,900) - (36,046)
Balance as at 30 September 2017 40,866,870 293,493,113 - 334,359,983
Carrying amount at 30 September 2017 137,503,651 184,838,077 43,577,722 365,919,450

8 P R O P E R T Y , P L A N T A N D E Q U I P M E N T

During the period ended at 30 September 2018, movements in the value of Property, plant and equipment are as follows:

Investment properties
In Operation Fit Out Under
development
Total
Opening balance as at 1 January - - - -
Change of method (Note 4.3) 763,587,000 81,025 42,456,551 806,124,576
Carrying amount at 30 September 2018 763,587,000 81,025 42,456,551 806,124,576

As at 30 September 2018 the amount of the investment properties under development are as follows:

In Operation 30 Sep 2018
Iberian Peninsula 650,940,000
Rest of Europe 112,647,000
763,587,000

As at 30 September 2018 the amount related to 'Fit Out' is detailed as follows:

Fit Out 30 Sep 2018
Iberian Peninsula 81,025
Rest of Europe -
81,025

As at 30 September 2018 the amount of the investment properties under development can be analyzed as follows:

Under development 30 Sep 2018
Investment properties at cost:
Iberian Peninsula 15,143,358
Rest of Europe 93,040,123
108,183,481
Impairment for assets at risk (65,726,930)
(65,726,930)
42,456,551

9 G O O D W I L L

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

  • Sonae Retail - Goodwill is allocated to each operating business segment, Sonae MC, Worten and Sonae Sports & Fashion and Maxmat, 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 RP;

  • Sonae IM - Goodwill in this segment is related to the Technology business; and

  • Sonae Sierra - the Goodwill amount of this segment, generated in the period, arises from the change in the consolidation method as detailed in note 4.3. As mentioned in the note, at the date of presentation of these financial statements, it was not yet possible to finalize the analysis to assign, in accounting terms, the fair value of assets

identified and liabilities assumed. In accordance with IFRS 3 - Business Combinations, the Group will have one year to do so.

As at 30 September 2018 and 31 December 2017, the caption "Goodwill" was made up as follows by insignia and country:

30 Sep 2018
Insígnia Portugal Spain Brazil Other contries Total
Sonae MC 481,388,885 - - - 481,388,885
Worten 65,283,532 - - - 65,283,532
Sports & Fashion 68,557,880 245,817 - - 68,803,697
Sonae RP 2,142,168 - - - 2,142,168
Sonae IM 2,686,758 2,172,156 7,090 11,330,140 16,196,144
Sierra 102,759,948 - - - 102,759,948
722,819,171 2,417,973 7,090 11,330,140 736,574,374
31 Dec 2017
Insígnia Portugal Spain Brazil Other contries Total
Sonae MC 487,853,697 - - - 487,853,697
Worten 65,283,532 - - - 65,283,532
Sports & Fashion 64,885,922 245,817 - - 65,131,739
Sonae RP 2,142,168 - - - 2,142,168
Sonae IM 2,686,758 - 7,090 11,258,229 13,952,077
622,852,077 245,817 7,090 11,258,229 634,363,213

During the nine-month period ended in 30 September 2018 and 2017, movements occurred in goodwill as well as in the corresponding impairment losses, are as follows:

30 Sep 2018 30 Sep 2017
Gross value:
Opening balance 645,031,970 669,955,930
Attribution of fair value to assets acquired - 1,731,680
Opening balance Restated 645,031,970 671,687,610
Discontinued operations (Note 4.1) (5,082,341) (33,674,270)
Change of method (Note 4.3) 102,759,948 -
Acquisitions of subsidiaries (Note 4.4) 3,022,245 7,510,621
Other variations - 245,817
Effect of foreign currency exchange difference 71,914 (2,238,285)
Balance at end of period 745,803,736 643,531,493
Accumulated impairment losses:
Opening balance 10,668,757 16,203,262
Discontinued operations (Note 4.1) (1,439,395) (5,534,505)
Effect of foreign currency exchange difference - (6,064)
Balance at end of period 9,229,362 10,662,693
Carrying amount 736,574,374 632,868,800

10 J O I N T V E N T U R E S A N D A S S O C I A T E D C O M P A N I E S

10.1 Detail of book value of investments in joint venture and associates

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

COMPANY 30 Sep 2018 31 Dec 2017
Sonae MC
Sohi Meat Solutions - Distribuição de Carnes, SA
3,677,633 2,361,045
Sonae Sierra
1)
1)
Sonae Sierra SGPS, S.A. (consolidated)
Joint Ventures (Note 32.1)
-
1,073,655,246
600,833,979
-
NOS
ZOPT, SGPS, S.A. (consolidated) 681,680,489 688,194,866
Sonae IM
Unipress - Centro Gráfico, Lda 697,775 608,237
Sonae FS
MDS SGPS, S.A. 28,267,566 31,495,372
2) Others
Marketplace
(719,200) -
Investments in joint ventures 1,787,259,509 1,323,493,499
Sonae MC
APOR - Agência para a Modernização do Porto, S.A.
262,265 290,475
Sempre a Postos - Produtos Alimentares e Utilidades, Lda 942,574 1,050,793
S2 Mozambique, SA - 1,592,748
Ulabox, S.L. 2,816,666 4,046,829
Sonae Sports & Fashion
3) ISRG - Iberian Sports Retail Group 76,950,906 -
Sonae IM
4) Armilar Venture Partners - Sociedade de Capital de Risco, SA - 1
Fundo de Capital de Risco Armilar Venture Partners II 52,260,126 44,333,718
Fundo de Capital de Risco Armilar Venture Partners III 23,596,476 24,920,506
Fundo de Capital de Risco Espirito Santo Ventures Inovação e 9,372,032 9,431,245
Secucloud GMBH 4,106,627 4,819,257
Probe.Ly - Soluções de Cibersegurança, Lda 420,090 471,766
Sonae Sierra
1) Associated companies (Note 32.2) 161,331,334 -
Investment in associated companies 332,059,096 90,957,338
Total 2,119,318,605 1,414,450,837

1) Effects on obtaining control of Sonae Sierra, SGPS, S.A. (note 4.3);

2) Joint venture formed in the period;

  • 3) In 2017 was effected a partnership agreement that materialised in January 2018, passing this subsidiary to be consolidated by the equity method due to the loss of control (notes 3 and 4.1);
  • 4) During the period ended at 30 September 2018, Sonae IM sold the total participation (35%).

10.2 Financial indicators of participations

10.2.1 Joint ventures

Summary financial information of joint ventures of the group can be analyzed as follows:

30 Sep 2018
Joint ventures Sonae Sierra
SGPS, SA
(consolidated)
ZOPT, SGPS, SA
(consolidated)
MDS,SGPS,SA
(consolidated)
Sohimeat, SA Others Sierra joint
ventures
(Nota 32.1)
Assets
Investment properties 806,059,551 659,000 840,756 - 763 4,727,280,875
Property, plant and equipment 1,685,528 1,096,309,000 2,660,420 20,054,051 483,320 -
Intangible assets 1,415,159 637,963,327 7,097,848 353,674 10,469 -
Goodwill 4,273,688 1,746,817,673 28,448,960 - - -
Investments in joint ventures and associates 1,235,261,101 121,725,000 10,147,322 - - -
Other non-current assets 84,017,251 113,540,000 2,060,080 59,940 - 31,382,184
Non-current assets 2,132,712,278 3,717,014,000 51,255,387 20,467,665 494,552 4,758,663,059
Cash and bank balances 117,614,568 2,637,000 10,243,061 2,055,316 62,284 193,729,925
Other current assets 146,929,274 539,883,000 12,334,633 43,026,922 1,628,678 82,812,214
Current assets 264,543,842 542,520,000 22,577,695 45,082,238 1,690,962 276,542,139
Total assets 2,397,256,120 4,259,534,000 73,833,082 65,549,903 2,185,514 5,035,205,198
Liabilities
Loans 199,826,123 944,518,000 11,441,667 - - 1,249,452,860
Other non-current liabilities 250,894,993 228,226,000 8,440,727 - (15,141) 1,026,946,016
Non-current liabilities 450,721,116 1,172,744,000 19,882,394 - (15,141) 2,276,398,876
Loans 87,822,496 190,636,000 9,041,667 - 26,262 98,732,044
Other current liabilities 122,583,855 575,911,000 18,457,133 58,811,585 2,673,923 226,434,297
Total current liabilities 210,406,351 766,547,000 27,498,799 58,811,585 2,700,185 325,166,341
Total liabilities 661,127,467 1,939,291,000 47,381,193 58,811,585 2,685,044 2,601,565,217
Attributable to owners of the Company 1,137,157,011 1,205,474,000 22,934,024 6,738,318 (499,530) 2,132,622,368
Non-controlling interests 598,971,641 1,114,768,000 3,517,865 - - 301,017,613
Total equity 1,736,128,652 2,320,243,000 26,451,889 6,738,318 (499,530) 2,433,639,981
Total equity and liabilities 2,397,256,120 4,259,534,000 73,833,082 65,549,903 2,185,514 5,035,205,198
31 Dec 2017
Joint ventures Sonae Sierra
SGPS, SA
(consolidated)
ZOPT, SGPS, SA
(consolidated)
MDS,SGPS,SA
(consolidated)
Sohimeat, SA Others
Assets
Investment properties 781,879,364 661,000 857,259 - -
Property, plant and equipment 1,885,203 1,181,572,000 2,376,935 20,771,255 548,080
Intangible assets 1,456,440 567,506,327 9,605,565 309,299 6,451
Goodwill 4,273,688 1,746,817,673 29,202,474 - -
Investments in joint ventures and associates 1,222,965,224 216,619,000 9,098,383 - 518
Other non-current assets 137,615,774 117,430,000 3,426,579 204,757 -
Non-current assets 2,150,075,693 3,830,606,000 54,567,195 21,285,311 555,049
Cash and bank balances 68,144,912 5,493,000 10,448,200 367,901 215,122
Other current assets 103,862,911 541,971,000 8,897,932 35,969,285 1,721,532
Current assets 172,007,823 547,464,000 19,346,132 36,337,186 1,936,654
Total assets 2,322,083,516 4,378,070,000 73,913,327 57,622,497 2,491,703
Liabilities - - - - -
Loans 198,185,930 997,423,000 15,575,000 - 463,240
Other non-current liabilities 144,521,632 243,613,000 9,357,967 - 11,121
Non-current liabilities 342,707,562 1,241,036,000 24,932,967 - 474,361
Loans 171,613,095 210,175,000 6,419,272 - 26,262
Other current liabilities 78,723,282 543,178,000 15,787,509 53,517,354 1,232,829
Total current liabilities 250,336,377 753,353,000 22,206,781 53,517,354 1,259,091
Total liabilities 593,043,939 1,994,389,000 47,139,748 53,517,354 1,733,452
Attributable to owners of the Company 1,150,533,916 1,218,544,000 24,734,144 4,105,143 758,251
Non-controlling interests 578,505,661 1,165,137,000 2,039,435 - -
Total equity 1,729,039,577 2,383,681,000 26,773,579 4,105,143 758,251
Total equity and liabilities 2,322,083,516 4,378,070,000 73,913,327 57,622,497 2,491,703
30 Sep 2018
Joint ventures Sonae Sierra
SGPS, SA
(consolidated)
ZOPT, SGPS, SA
(consolidated)
MDS,SGPS,SA
(consolidated)
Sohimeat, SA Others Sierra joint
ventures
(Nota 32.1)
Turnover 112,655,864 1,148,222,000 39,422,425 203,125,419 2,734,462 256,371,797
Other operating income 28,144,284 19,060,000 658,095 15,487,858 31,350 100,356,173
140,800,148 1,167,282,000 40,080,520 218,613,277 2,765,812 356,727,970
Cost of goods sold and materials consumed - - - (195,248,864) (452,557) -
External supplies and services (42,835,805) (103,991,000) (19,278,994) (7,593,238) (2,691,006) (81,030,331)
Amortisation (695,238) (312,876,000) (2,286,609) (2,827,412) (85,094) (378,303)
Other operating costs (39,780,175) (591,490,000) (16,805,775) (9,525,565) (805,133) (20,329,871)
(83,311,218) (1,008,357,000) (38,371,378) (215,195,079) (4,033,790) (101,738,505)
Financial income 6,464,310 - 84,498 - - 5,150,256
Financial expense (8,870,854) (27,455,000) (455,740) - (3,636) (40,283,163)
Financial results (2,406,544) (27,455,000) (371,242) - (3,636) (35,132,907)
Results of joint ventures and associated
companies
83,105,613 - 17,156 - - 917,922
Other income / expense - - - - - -
Results before taxation 138,187,998 131,470,000 1,355,056 3,418,199 (1,271,614) 220,774,480
Income taxation (13,321,155) (19,161,000) (5,472) (785,023) 441 (62,313,384)
Consolidated net income/(loss) for the year 124,866,843 112,309,000 1,349,584 2,633,175 (1,271,173) 158,461,096
Attributable to:
Equity holders of the Parent Company 77,743,854 58,596,000 864,269 2,633,175 (1,271,173) 141,600,851
Non-controlling interests 47,122,989 53,713,000 485,315 - - 16,860,245
124,866,843 112,309,000 1,349,584 2,633,175 (1,271,173) 158,461,096
Other comprehensive income for the period (41,582,000) (87,852,000) - - - (134,542,891)
Total comprehensive income for the period 83,284,843 24,457,000 1,349,584 2,633,175 (1,271,173) 23,918,205
30 Sep 2017
Joint ventures Sonae Sierra
SGPS, SA
(consolidado)
ZOPT, SGPS, SA
(consolidado)
MDS,SGPS,SA
(consolidated)
Sohimeat, SA Others
Turnover 129,906,851 1,121,048,000 35,056,975 204,282,407 2,833,448
Other operating income 23,886,937 41,418,000 567,336 23,899,639 46,642
153,793,788 1,162,466,000 35,624,311 228,182,046 2,880,090
Cost of goods sold and materials consumed - - - - -
External supplies and services (61,156,282) (135,070,000) (17,506,800) (6,108,632) (1,060,159)
Amortisation (746,435) (326,178,000) (2,852,426) (1,454,016) (388,688)
Other operating costs (39,509,766) (585,540,000) (15,942,597) (216,726,028) (1,239,416)
(101,412,483) (1,046,788,000) (36,301,823) (224,288,676) (2,688,263)
Financial income 5,015,954 11,201,000 60,703 46 -
Financial expense (11,223,770) (19,545,000) (696,354) (44) (2,314)
Financial results (6,207,816) (8,344,000) (635,651) 2 (2,314)
Results of joint ventures and associated
companies
94,867,197 - 28,051 - (16)
Results before taxation 141,040,686 107,334,000 (1,285,112) 3,893,372 189,497
Income taxation (13,569,876) (15,366,000) 24,465 (952,056) (4,474)
Consolidated net income/(loss) for the year 127,470,810 91,968,000 (1,260,647) 2,941,316 185,023
Attributable to:
Equity holders of the Parent Company 77,806,002 47,187,000 (1,163,980) 2,941,316 185,023
Non-controlling interests 49,664,808 44,781,000 (96,667) - -
127,470,810 91,968,000 (1,260,647) 2,941,316 185,023
Other comprehensive income for the period (29,121,244) 961,038 - - -
Total comprehensive income for the period 98,349,566 92,929,038 (1,260,647) 2,941,316 185,023

10.2.2 Associates

Summary financial information of associated companies of the Group can be analyzed as follows:

30 Sep 2018
Sonae MC Sonae Sports
& Fashion
Sonae Sierra
Associates Apor Sempre a
Postos
S2
Mozambique
Ulabox ISRG Associates
(Note 32.2)
Non-current assets
Current assets
13,095
1,106,926
537,841
10,030,634
5,896,621
2,206,536
1,840,593
1,470,208
186,884,573
134,693,953
2,104,222,468
128,390,937
Non-current liabilities
Current liabilities
-
-
-
6,798,182
-
5,589,119
-
1,577,641
38,685,803
143,714,082
695,022,068
86,837,983
Equity 1,120,021 3,770,293 2,514,038 1,733,160 139,178,641 1,450,753,354
31 Dec 2017
Sonae MC
Associates Apor Sempre a
Postos
S2
Mozambique
Ulabox
Non-current assets
Current assets
678,593
2,356,130
725,966
10,326,802
5,677,724
2,383,755
1,646,086
1,376,188
Non-current liabilities
Current liabilities
1,955,112
831,108
-
6,849,597
-
2,959,516
-
1,711,196
Equity 248,503 4,203,171 5,101,963 1,311,077
30 Sep 2018
Sonae IM
Associates Armilar II Armilar III AVP I+I Others
Non-current assets 119,756,505 65,298,001 32,062,957 2,507,735
Current assets 1,739,162 2,222,216 62,086 2,188,950
Non-current liabilities 17,931,633 - 6,237,130 407,131
Current liabilities 850,139 11,746,067 939,395 3,162,084
Equity 102,713,895 55,774,150 24,948,518 1,127,470
31 Dec 2017
Sonae IM
Associates Armilar II Armilar III AVP I+I Armilar Others
Non-current assets
Current assets
91,385,627
1,356,789
66,583,123
3,111,491
32,012,958
46,268
19,431
4,889,088
1,696,324
4,321,426
Non-current liabilities
Current liabilities
-
5,361,017
-
11,350,315
6,280,655
655,990
-
677,581
717,697
4,034,788
Equity 87,381,399 58,344,299 25,122,581 4,230,938 1,265,265
30 Sep 2018
Sonae MC Sonae Sports
& Fashion
Sonae Sierra
Associates Apor Sempre a
Postos
S2
Mozambique
Ulabox ISRG Associates
(Note 32.2)
Turnover 173,344 43,808,962 4,647,478 7,375,208 262,337,029 114,490,890
Other operating income 128 2,324,267 152,441 285,863 913,335 43,762,020
Cost of sales - (34,506,664) (3,477,816) (5,509,863) (147,097,780) -
External supplies and services (163,931) (8,623,947) (2,255,262) (2,423,875) (45,013,174) (40,440,627)
Amortisation (1,671) (308,069) (370,308) (385,701) (11,124,612) (1,837,102)
Operating costs (138,073) (419,958) (1,287,183) (2,169,882) (63,553,114) (3,755,075)
Financial results 986 2,576 (301,396) (3,972) (633,697) (12,354,948)
Results of joint ventures and associated companies - - - - - 9,503,727
Income tax expense (40) (540,871) - - 389,179 (16,646,064)
Net income/(loss) for the year (129,257) 1,736,296 (2,892,046) (2,832,221) (3,782,834) 92,722,821
-
Other comprehensive income for the period - - - - - (188,686)
Total comprehensive income for the period (129,257) 1,736,296 (2,892,046) (2,832,221) (3,782,834) 92,534,135
30 Sep 2017
Sonae MC
Associates Sempre a
Postos
Ulabox S2
Mozambique
Others
Turnover 42,470,711 6,849,596 5,558,651 579,784
Other operating income 2,587,217 278,161 144,467 14,338
Cost of sales (33,481,942) (5,135,720) (4,019,015) (35,557)
External supplies and services (8,427,675) (2,060,516) (2,606,214) (245,005)
Amortisation (308,957) (280,667) (427,933) (2,093)
Operating costs (403,569) (2,236,551) (1,487,487) (1,913,706)
Financial results 4,414 - 638,359 (3,519)
Income tax expense (580,731) - (144,988) -
Net income/(loss) for the year 1,859,468 (2,585,698) (2,344,160) (1,605,758)
Other comprehensive income for the period - - - -
Total comprehensive income for the period 1,859,468 (2,585,698) (2,344,160) (1,605,758)
30 Sep 2018
Sonae IM
Associates Armilar II Armilar III AVP I+I Others
Turnover - - - 642,562
Other operating income 150,380,271 1,041,926 43,525 1,180,476
Cost of sales - - - (302,152)
External supplies and services (235,557) (919,962) (226,537) (27,356)
Amortisation - - - (688,602)
Operating costs (20,663,370) (2,975,007) (6,775) (3,533,136)
Financial results 37,892 170,060 15,724 96
Income tax expense - - - -
Net income/(loss) for the year 129,519,236 (2,682,983) (174,063) (2,728,112)
Other comprehensive income for the period - - - -
Total comprehensive income for the period 129,519,236 (2,682,983) (174,063) (2,728,112)
30 Sep 2017
Sonae IM
Associates Armilar II Armilar III AVP I+I Armilar Others
Turnover 128,000 - - 1,735,564 1,181,635
Other operating income 17,016,562 10,695,030 14,276,984 12,731 16,547
Cost of sales - - - - -
External supplies and services (550,622) (986,547) (224,294) (445,826) -
Amortisation - - - (2,613) -
Operating costs (1,595) (14,298,707) (8,150,869) (780,003) (1,120,544)
Financial results (104,176) 229,731 51,386 - 4,745
Income tax expense - - - (149,000) (6,200)
Net income/(loss) for the year 16,488,169 (4,360,493) 5,953,207 370,853 76,183
Other comprehensive income for the period - - - - -
Total comprehensive income for the period 16,488,169 (4,360,493) 5,953,207 370,853 76,183

10.3 Movements occurred in the period

During the period ended at 30 September 2018 and 2017, movements in investments in joint ventures and associates are as follows:

30 Sep 2018 30 Sep 2017
Proportion on
equity
Goodwill Total
investment
Proportion on
equity
Goodwill Total
investment
Investments in joint ventures
Balance as at 1 January
757,716,434 565,777,065 1,323,493,499 716,500,627 566,650,040 1,283,150,667
Investments in joint ventures (Note 4.3) 1,073,655,246 - 1,073,655,246 - - -
Change in consolidation method due the gain
of control (Financial investment accounted for
by Equity Method) (Note 4.3)
(561,854,522) (32,133,330) (593,987,852) - - -
Change in consolidation method due the loss
of control
- - - 35,237,454 - 35,237,454
Increases during the period
Equity method
50,000 - 50,000 - 17,829 17,829
Gains or losses in joint ventures 66,692,549 - 66,692,549 63,646,157 - 63,646,157
Distributed dividends (44,672,397) - (44,672,397) (53,929,241) - (53,929,241)
Effect in equity capital and non-controlling
interests
(37,971,536) - (37,971,536) (14,197,492) - (14,197,492)
1,253,615,774 533,643,735 1,787,259,509 747,257,505 566,667,869 1,313,925,374
Investments in associates companies
Balance as at 1 January
Change in consolidation method due the loss
84,335,315 6,622,023 90,957,338 75,105,164 4,015,059 79,120,223
of control (Note 4.1) 78,085,756 - 78,085,756 (1,014,204) - (1,014,204)
Capital increases during the period
Investments in associates companies (Note 4.3)
143,745
161,331,334
-
-
143,745
161,331,334
2,261,954
-
-
-
2,261,954
-
Acquisitions during the period
Equity method
- - - 954,750 - 954,750
Gains or losses in associates companies 60,952,088 - 60,952,088 7,435,271 - 7,435,271
Distributed dividends (542,293) - (542,293) (829,823) - (829,823)
Effect in equity capital and non-controlling
interests
(293,574) - (293,574) (14,890) - (14,890)
Impairment in associated companies (Note 22)
Return of invested capital
Others
(754,211)
(16,477,366)
(41,343,720)
-
-
-
(754,211)
(16,477,366)
(41,343,721)
(693,515)
-
-
(2,149,921)
-
-
(2,843,436)
-
-
325,437,074 6,622,023 332,059,096 83,204,707 1,865,138 85,069,845
Total 1,579,052,848 540,265,758 2,119,318,605 830,462,212 568,533,007 1,398,995,219

44

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

The amount of distributed dividends related to Investments in Joint Ventures refers to Sonae Sierra 24,873,210 euro (37,391,100 euro as at September 2017) and refers to ZOPT 19,755,883 euro (16,512,005 euro as at September 2017).

The detail of the caption "Change in consolidation method for the loss of control" in joint ventures is as follows:

  • a) 32,534,003 euros relates to MDS SGPS, S.A. following the agreement signed between Sonae and IPLF Holding in June 2017. At the date of presentation of these financial statements, the fair value of the assets was finalized and liabilities assumed in the joint venture. An appreciation of intangible assets was made related to the customer portfolio, according to the usual practice of industry, which writs off almost all the goodwill generated on the acquisition. This customer portfolio is being amortized in 12 years; and
  • b) 2,703,451 euro refers to Sohi Meat Solutions- Distribuição de Carnes, SA in 2017. This company results from the agreement signed on 3rd January 2017, the date on which a Joint Venture was formed between Sonae MC and Hilton Food Group PLC through a capital increase of this Group in Sohi Meat. Since then, Sohi Meat has been consolidated using the equity method.
  • c) The amount of 78,085,756 euro in investments in associates in the caption "Change in method of consolidation through loss of control" (Note 4.1), as detailed in this note and in note 3 refers to ISRG by the agreement signed in 2018 between Sonae and JD Group. From the end of January the participation in the new partnership, the Iberian Sports Retail Group , has been included by the equity method. At the date of presentation of these financial statements, it was not yet possible to finalize the analysis to assign, in accounting terms, the fair value of identified assets and liabilities assumed in the partnership. This allocation is still subject to change until the end of the period of one year from the date of change.

Armilar, Armilar II, Armilar III e Armilar I+I

In March 2017, an increase in units of the Armilar III fund was approved, and Sonae IM subscribed and paid the amount of 622,996 euro, corresponding to 0.41%. In July 2017 a new increase of Armilar III fund, in which Sonae IM subscribed and paid in the amount of 302,598 euro, corresponding to 0.20% and in November 2017, another increase of units in the Armilar III fund was approved and Sonae IM subscribed and paid the amount of 484,103 euro, corresponding to 0.04%, and in the period ended at 30 September 2018 held a 42.64% stake in the Armilar III fund. Also in July 2017, there was a change in the number of units in the Armilar II fund due to the departure of one of the Shareholders, thus giving SonaeIM a 50.74% stake in the fund in the period ended at 30 September 2018.

During the period ended 30 September 2018, Sonae IM sold the entire participation (35%) of the Armilar Venture Partners - Sociedade de Capital de Risco, S.A. (Armilar).

In the period ended on 30 September 2018, the variation in the value of the proportion of capital relative to the return of invested capital and others results from the distribution of capital of the Fundo Armilar II following the last round of financing of Outsystem

ZOPT

The consolidated financial statements of ZOPT have a significant exposure to the African market, particularly through financial investments that Group holds in associated companies operating in the Angolan and Mozambican markets, which are engaged in providing satellite and fiber television services. The book value of these associates in the financial statements of ZOPT on September 30, 2018 amounts to approximately 100 million euro.

During the last quarter of 2017, Angola was considered a hyperinflationary economy, and the individual financial statements of the investees in Angola were restated (for consolidation purposes) in accordance with IAS 29 – Financial Reporting in Hyperinflationary Economies. During the nine-months of 2018, the effect of hyperinflation on the Angolan subsidiaries was adjusted again, while the kwanza recorded an exceptional devaluation against the euro of approximately 45%, which generated the recognition of foreign exchange losses on these subsidiaries.

In the exercise of 2017, the Group made impairment tests for those assets, which are denominated in the currencies of those countries, Kwanzas and Meticals, respectively, considering the business plans (internal valuation using the discounted cash flow method, compared to researches) approved by the Board of Directors for a five years' period, which include average growth rates of revenue for that period of 14.5% (Angola) and 8.1% (Mozambique). These revenue growth rates reflects: (i) the best estimate for the growth of the customer base, reflecting an expectation of new clients and churn estimated rates, when considered prudent, and (ii) an annual price increase which corresponds, over the period 2017 to 2021, to an average of 75% of the inflation rate, since, considering the nature of the activity carried out by the companies, especially in Angola and in line with the price increases in previous years, it is not expected that companies will be able to reflect in their prices the total inflation in the country.

The business plans consider yet a growth rate in perpetuity of 9.5% (Angola) and 5.5% (Mozambique) and a discount rate ('Wacc') in perpetuity of 20.1% (Angola) and 21% (Mozambique). The discount rate, over the period 2018 to 2022 ranged from a maximum of 43.8% to a minimum of 20.1% (in 2022), for Angola, and from a maximum of 35% to a minimum of 21% (2022) in Mozambique, in line with the most appropriate inflation forecasts (source: International Monetary Fund (FMI)).

The impairment tests carried out in 2017, based on the assumptions above, disregarding the effect of the adjustment to the effects of hyperinflation in the amount of financial investment, support the value of the assets, so not result in additional impairments was recorded in relation to the effect of the hyperinflationary economy. However, that the current economic conditions of uncertainty in these markets, particularly in the foreign exchange market and the limitation of currency transfer, particularly in Angola, introduces an additional degree of variability to the assumptions, which could significantly impact of the estimates considered, in terms of the rate of inflation and the ability to reflect the rate in price increases.

As at 30 September 2018, it was understood that the assumptions made in the impairment tests carried out in 2017 did not have material variations.

11 O T H E R I N V E S T M E N T S

Other non-current investments, their head offices, percentage of share capital held and book value as at 30 September 2018 and 31 December 2017, are as follows:

Percentage of share capital held
30 Sep 2018 31 Dec 2017 Statment of financial position
Company Head Office Direct Total Direct Total 30 Sep 2018 31 Dec 2017
Sonae MC
Dispar - Distrib. de Participações, SGPS, SA Lisbon 14.28% 14.28% 14.28% 14.28% 9,976 9,976
Insco - Insular de Hipermerc., SA Ponta Delgada 10.00% 10.00% 10.00% 10.00% 925,197 925,197
Sonae IM
1) Advert.io, Ltd. Aveiro 7.23% 3.26% - - 150,000 -
Arctic Wolf Networks, Inc Delaware 4.68% 4.21% 4.68% 4.21% 3,830,113 3,830,113
1) Beamy, S.A.S. Lille 6.60% 5.94% - - 150,040
1) Binary Answer, Ltd. Aveiro 2.68% 1.21% - - 25,000 -
1) ciValue Systems, Ltd. Yokneam-Israel 12.00% 10.80% - - 1,970,097
Continuum Security SL Saragoza 6.66% 5.99% 6.66% 5.99% 299,802 299,802
1) Food Orchestrator Vila Nova
Famalicão
7.98% 7.18% - - 103,761 -
1) Jscrambler, SA Porto 10.00% 9.00% - - 1,250,000 -
1) Nextail Delaware 7.43% 6.68% - - 2,300,000 -
1) Case on IT Madrid 12.01% 10.80% - - 2,280,000 -
1) EGI Factory Barcelona 7.78% 7.00% - - 50,000 -
Lusa - Agên. de Notícias de Portugal, SA Lisbon 1.38% 1.24% 1.38% 1.24% 35,462 35,462
Ometria, Ltd. London 4.76% 4.28% 4.54% 4.08% 854,165 854,165
1) Reblaze Technologies, Ltd. St. Louis 11.81% 10.62% - - 2,352,438
1) RK.AI - Serviços de processamento de
imagens e análise de dados, Lda
Porto 12.00% 5.41% - - 200,000
2) StyleSage, Inc. Delaware 15.70% 14.12% 5.00% 4.50% 1,680,538 448,834
Other investments 13,693,184 13,020,226
32,159,773 19,423,775

1) Investments acquired during the period;

2) Percentage increase in the period.

As at 30 September 2018 the caption "Other investments" includes, among others, 9,884,296 euro (9,919,677 euro in 31 December 2017) related to deposited amounts on an Escrow Account which is applied in investment funds with superior rating, which is a guarantee for contractual liabilities assumed in the disposal of a Brazil Retail business and for which provisions were recorded in the applicable situations (Note 22).

During the period ended at 30 September 2018, the major acquisitions of Sonae IM are:

  • 7.43% in Nextail for 2,300,000 euro. The Nextail product is cloud-based software that uses advanced analysis and optimization algorithms based on fast fashion paradigms to improve stock allocation and storage operations;
  • 12.01% in Case on IT for 2,280,000 euro. The company's product called MedUX is a real-time solution that provides information on quality of service for fixed and mobile networks and TV Customer Experience;
  • 11.81% in Reblase for 2,750,000 USD (2,352,438 euros). This subsidiary provides a Cloud platform security and Acceleration;
  • 12% in ciValue for 2,240,000 USD (1,970,097 euros). CiValue is a platform for retailers to create bids, hyperpersonalized segmentation and collaboration with suppliers; and

• 10% participation in Jscrambler for 1,250,000 euro. The main activity of the company is to implement security solutions to change web applications.

As at 30 September 2018 and 2017, the movements in "Other investments" made up as follows:

30 Sep 2018 30 Sep 2017
Non-current Current Non-current Current
Other investments
Fair value (net of impairment losses) as at 1 January 19,423,775 - 20,784,450 161,050
Increases in the period 13,388,377 - 1,277,614 -
Decreases in the period (596,995) - - -
Increase/(Decrease) in fair value (35,972) - (117,049) (161,050)
Discontinued operations (51,369) - (8,029,934) -
Change in method 31,957 - - -
Fair value (net of impairment losses) as at 30 September 32,159,773 - 13,915,081 -
Derivative financial instruments (note 19)
Fair value as at 1 January - 179,881 - 4,207,972
Increase/(Decrease) in fair value - 1,385,536 - (3,674,916)
Fair value at 30 September - 1,565,417 - 533,056
32,159,773 1,565,417 13,915,081 533,056

On 30 September 2017, the financial interest in Ed Broking LLP was included in caption "Discontinued operations" which, was transferred to investments in associates through the loss of control in MDS, SGPS, S.A. as at 30 June 2017.

The Other non-current financial Investments are recorded at acquisition cost net of impairment losses. It is Sonae understanding that no reliable fair value estimate can be made as there is no market data available for these investments.

12 O T H E R S N O N - C U R R E N T A S S E T S

As at 30 September 2018 and at 31 December 2017, "Other non-current assets" are detailed as follows:

30 Sep 2018 31 Dec 2017
Gross Value Accumulated
impairment
losses
(Note 22)
Carrying
Amount
Gross Value Accumulated
impairment
losses
(Note 22)
Carrying
Amount
Loans granted to related parties 78,383,608 - 78,383,608 - - -
Trade accounts receivable and other debtors
Legal deposits 3,344,412 - 3,344,412 3,916,334 - 3,916,334
Cautions 4,054,641 - 4,054,641 5,120,591 - 5,120,591
Special regime for payment of tax and social
security debts
6,181,878 - 6,181,878 6,397,435 - 6,397,435
Rent deposits from tenants 3,937,416 - 3,937,416 787,615 - 787,615
Financial investments debtors 1,900,000 - 1,900,000 1,000,000 - 1,000,000
Debt to receive related to Armilar Funds 1,274,358 - 1,274,358 2,778,017 - 2,778,017
Amount retained on acquisition of Salsa group 2,463,875 - 2,463,875 2,463,875 - 2,463,875
Others 1,446,917 - 1,446,917 463,340 - 463,340
24,603,497 - 24,603,497 22,927,207 - 22,927,207
Reinsurer's' share of technical provisions 412,943 - 412,943 412,943 - 412,943
Other non-current assets 1,131,646 - 1,131,646 271,793 - 271,793
104,531,694 - 104,531,694 23,611,943 - 23,611,943

The captions "Loans granted to joint ventures and associates" refers to amounts with related parties of Sonae Sierra (Note 23).

The amount disclosed as Special Regime for Payment of Tax and Social Security Debts corresponds to taxes paid, voluntarily, related to settlements of income tax on corporate income, which were already in judicial process. The judicial processes are still in progress, however the guarantees provided for the said processes were canceled. It is the Board of Directors understanding that the claims presented will have a favourable end to Sonae, reason why they were not object of provision.

13 T R A D E A C C O U N T S R E C E I V A B L E A N D O T H E R S C U R R E N T A S S E T S

As at 30 September 2018 and at 31 December 2017, "Trade accounts receivable and others current assets" are detailed as follows:

30 Sep 2018 31 Dec 2017
Trade receivable 171,496,011 142,558,529
Tax 90,001,888 86,571,966
Granted loans and other receivables to related companies 83,927,245 -
Other receivables
Trade creditors - debtor balances 38,816,421 37,512,048
Advances to suppliers 6,372,068 697,627
VAT recoverable on real estate assets and vouchers discounts 5,106,395 6,371,632
Disposal of tangible assets 2,147,179 2,142,406
Vouchers and gift cards 1,466,303 2,237,906
Accounts receivable related to promotional activities partnerships 6,441,330 6,438,700
Tax notification paid 4,247,488 -
Escrow account 2,224,800 -
Withholding tax on dividends 5,237,759 -
Disposal of financial investments 5,019,738 -
Other current assets 22,433,373 14,463,655
99,512,853 69,863,974
Other current assets
Commercial income 63,221,839 25,221,050
Invoices to be issued 15,433,744 8,807,168
Interests to be received 10,415,776 -
External supplies and services 19,139,514 10,065,624
Rents 4,863,438 6,986,698
Responsibilities with financing paid in advance 2,136,340 -
Insurance indemnities 16,462 122,335
Other current assets 14,546,055 12,865,520
129,773,168 64,068,395
Accumulated impairment losses in receivables accounts (Note 22) (34,353,236) (19,746,469)
540,357,929 343,316,395

The caption "loans and other accounts receivable from related parties" refers mainly to loans to joint ventures and associates of Sonae Sierra.

14 D E F E R R E D T A X E S

"Deferred tax assets and liabilities" as at 30 September 2018 and at 31 December 2017 are as follows, split between the different types of temporary differences:

Deferred tax assets Deferred tax liabilities
30 Sep 2018
31 Dec 2017
30 Sep 2018 31 Dec 2017
Difference between fair value and acquisition cost
Temporary differences on tangible assets and intangible
4,933,142
1,351,169
4,933,142
1,527,715
173,709,098
72,408,597
33,865,461
69,044,445
Temporary differences on Badwill and on Equity Method - - 15,423,068 10,243,448
Provisions and impairment losses not accepted for tax purposes
Write off of tangible and intangible assets
Valuation of hedging derivatives
Amortisation of Goodwill for tax purposes in Spain
Revaluation of tangible assets
Tax losses carried forward
Reinvested capital gains/(losses)
Tax Benefits
18,222,044
29,173
85,351
-
-
51,162,808
-
4,656,603
23,215,181
28,517
11,702
-
-
37,631,860
-
986,686
-
5,239
9,616
20,649,113
832,198
-
639,203
-
-
-
41,952
17,457,039
916,509
-
302,963
-
Others 3,017,960 3,548,790 677,079 329,081
83,458,250 71,883,593 284,353,211 132,200,898

The Spanish Supreme Court decided in favour of Sonae considering that goodwill amortization for tax purposes in 2008 was applicable. For that reason, in 2017 the Group deducted tax on the amortization of goodwill generated in previous years for the years 2008 and 2012 to 2018, having recognized 20.6 million euros in deferred tax liabilities. As at 30 September 2018, tax proceedings relating to the years 2009 to 2011 are hanging in the court in Spain.

On 30 September 2018, increasing the caption "difference between the fair value and the historical cost" refers mainly to the fair value of investment properties of Sonae Sierra (Note 4.3).

On 30 September 2018, the tax benefit caption includes essentially amounts related to the tax credits in the with Sonae IM segment in the amount of 4,313,239 euros.

As at 30 September 2018 and 31 December 2017, and in accordance with the tax statements presented by companies that recorded deferred tax assets arising from tax losses carried forward and using exchange rates effective at that time, tax losses carried forward can be summarized as follows:

30 Sep 2018 31 Dec 2017
Country Tax losses
carried
forward
Deferred
tax assets
Time limit Tax losses
carried
forward
Deferred
tax assets
Time limit
With limited time use
Generated in 2013 Portugal 1,826,139 383,489 2018 1,220,382 256,280 2018
Generated in 2014 Portugal 2,038,721 428,132 2026 1,673,556 351,447 2026
Generated in 2015 Portugal 670,650 140,837 2027 69,902 14,680 2027
Generated in 2016 Portugal 21,118,354 4,434,855 2028 21,550,140 4,525,529 2028
Generated in 2017 Portugal 24,587,645 5,163,406 2022 21,264,154 4,465,472 2022
Generated in 2018 Portugal 61,689,198 12,954,731 2023 - -
111,930,707 23,505,450 45,778,134 9,613,408
With a time limit different from the above mentioned
Spain 3,464,916 866,229 2028 to 2029 3,464,916 866,229 2028 to 2029
United States of America 8,105,615 2,310,100 2030 to 2035 7,823,749 2,229,769 2030 to 2035
Mexico 2,930,997 879,299 2021 to 2027 2,178,019 653,406 2021 to 2027
14,501,528 4,055,628 13,466,684 3,749,404
Without limited time use
Spain 94,367,135 23,591,784 97,076,194 24,269,048
Brazil 41,445 9,946 - -
94,408,580 23,601,730 97,076,194 24,269,048
220,840,815 51,162,808 156,321,012 37,631,860

As at 30 September 2018 and 31 December 2017, the deferred taxes to be recognized arising from tax losses were evaluated. Deferred tax assets have only been recorded to the extent that future taxable profits will arise which might be offset against available tax losses or against deductible temporary differences. This assessment was based on the business plans of Sonae's companies, which are periodically reviewed and updated

As at 30 September 2018 deferred tax assets related to tax losses generated in current and previous years, by Modelo Continente Hipermercados, S.A. Spanish Branch of Retail operating segment, amount to 23.7 million euro (20 million euro as at 31 December 2017). The mentioned tax losses can be recovered within the Income Tax Group established in Spain, according to Spanish law. Modelo Continente Hipermercados, S.A. Spanish Branch, as at 30 September 2018 and at 31 December 2017, was the dominant entity within the group of companies taxed in accordance with the Spanish regime for taxing groups of companies.

As at 30 September 2018, there are reportable tax losses, whose deferred tax assets are not recorded for prudence purposes and are analysed as follows:

30 Sep 2018 31 Dec 2017
Country Tax losses
carried
forward
Deferred
tax assets
Time limit Tax losses
carried
forward
Deferred
tax assets
Time limit
With limited time use
Generated in 2013
Portugal
366,923 77,053 2018 21,578 4,531 2018
Generated in 2014
Portugal
10,373,518 2,178,439 2026 3,538,124 743,006 2026
Generated in 2015
Portugal
789,648 165,826 2027 534,927 112,335 2027
Generated in 2016
Portugal
167,879 35,255 2028 49,793 10,457 2028
Generated in 2017
Portugal
642,069 134,835 2022 570,677 119,842 2022
Generated in 2018
Portugal
- - 2023 - -
12,340,037 2,591,408 4,715,099 990,171
With a time limit different from the above mentioned
Colombia 43,435 14,334 2019 to 2030 - -
Spain 7,466,654 1,866,666 2020 to 2032 6,310,255 1,577,566 2020 to 2032
Netherlands 76,892,976 19,008,867 2017 to 2025 56,209,973 13,987,824 2017 to 2025
Mexico 3,100,772 930,232 2018 to 2027 2,294,563 688,368 2018 to 2027
United States of America 3,225,344 919,222 2037 to 2038 2,499,672 712,405 2037 to 2038
Grece 1,775,919 515,015 2018 to 2022 - -
Romenia 11,388,806 1,822,209 2018 to 2024 - -
103,893,906 25,076,545 67,314,463 16,966,163
Without limited time use
Australia 946,303 260,233 788,220 224,643
Brazil 18,209,087 6,191,090 18,980,307 6,453,304
Colombia 505,835 166,925 630,032 189,010
Spain 371,592,125 92,898,031 336,368,571 84,092,143
Malta 37,381 13,083 12,752 4,463
United Kingdom 4,687,280 890,584 4,324,097 821,578
Ireland 704,656 88,082 562,925 70,366
Germany 35,026,946 10,897,137 - -
Italy
4,169,669
1,000,721 - -
435,879,282 112,405,886 361,666,904 91,855,507
552,113,225 140,073,839 433,696,466 109,811,841

15 C A S H A N D C A S H E Q U I V A L E N T S

As at 30 September 2018 and at 31 December 2017, the detail of "Cash and cash equivalents" are as follows:

30 Sep 2018 31 Dec 2017
Cash at hand 10,206,869 10,467,637
Bank deposits 555,807,041 283,561,778
Treasury applications 245,129 70,559,700
Cash and cash equivalents on the statement of financial position 566,259,040 364,589,115
Bank overdrafts (Note 18) (2,225,960) (2,819,107)
Cash and cash equivalents on the statement of cash flows 564,033,080 361,770,008

Bank overdrafts are disclosed in the statement of financial position under Current bank loans.

16 S H A R E C A P I T A L

Share Capital

As at 30 September 2018, the share capital, which is fully subscribed and paid for, is made up of 2,000,000,000 ordinary shares, which do not have the right to a fixed dividend, with a nominal value of 1 euro each.

Cash Settled Equity Swap

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

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

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

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

Consequently, Sonae maintains in its capital acquisition cost of the shares that remain covered by the contract.

In November 2014, was made a renewal for an additional period of one year renewable automatically, keeping the remaining conditions unchanged. In nine-months of 2018 the Group requested the partial termination of the Cash Settled Equity Swap for 4,195,875 Sonae SGPS shares.

Considering the operations mentioned above, the liability recorded amounts to 89,438,079 euro (103,700,000 euro as at 31 December 2017) (Note 21) reflecting the market value of 100,210,733 Sonae SGPS shares (104.406.608 shares as at 31 de December 2017).

The value of these liabilities is adjusted at the end of each month by the effect of Sonae Holding share price variation being recognized a current asset/liability in order to present the right / obligation related to the receipt / financial liquidation that occurs on a monthly basis.

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

The value to get established on the basis of dividends and reserves distributed by Sonae is credited in equity to offset the charge of the distribution.

Capital Structure

As at 30 September 2018, the following entities held more than 20% of the subscribed share capital:

Company %
Efanor Investimentos, SGPS, SA e suas filiais 52.48

17 N O N - C O N T R O L I N G I N T E R E S T S

As at 30 September 2018 and 31 December 2017, "Non-controlling interests" are detailed as follows:

30 Sep 2018
Equity Profit/(Loss) for
the period
Book value of
non-controlling
interests
Proportion in
income
attributable to
non-controlling
interests
Dividends
attributable to
non-controlling
interests
Sonae Retail
Sonae MC 4,969,387 938,382 4,889,602 219,808 -
Worten 2,284,394 (521,989) 893,727 (208,795) -
Sonae Sports & Fashion 61,397,440 (1,049,489) 30,098,379 (263,664) (1,326,684)
Sonae RP 120,712,170 6,632,370 2,430,084 138,688 (264,647)
Maxmat 47,530,669 3,169,179 23,756,099 1,584,589 -
Sonae Sierra
Sonae Sierra, SGPS, SA (consolidated) 1,758,724,157 - 938,637,605 - -
Sonae IM
Sonaecom, SGPS, SA (consolidated) 1,058,654,931 72,488,433 107,930,253 7,031,379 (1,720,219)
Sonae FS - - - - -
Others
Others 2,163,257 (4,146,670) (371,458) (474,496) -
Total 3,056,436,405 77,510,216 1,108,264,291 8,027,509 (3,311,550)

Equity Profit/(Loss) for the period Book value of non-controlling interests Proportion in income attributable to non-controlling interests Dividends attributable to non-controlling interests Sonae Retail Sonae MC 3,666,888 766,953 4,592,402 212,251 - Worten 2,756,310 751,757 1,102,522 300,702 - Sonae Sports & Fashion 67,870,269 7,806,086 32,826,507 3,935,968 (1,050,475) Sonae RP 124,016,739 15,965,998 2,601,245 336,708 (408,900) Maxmat 44,394,344 4,198,323 22,187,936 2,099,161 - Sonae IM Sonaecom, SGPS, SA (consolidated) 1,012,610,908 26,239,058 104,097,279 2,739,449 (2,442,162) Sonae FS MDS, SGPS, SA - 1,890,664 - 945,143 (173,339) Others Others 5,876,431 (7,231,383) 402,103 (2,114,226) - Total 1,261,191,889 50,387,456 167,809,994 8,455,156 (4,074,876) 31 Dec 2017

Movements in non-controlling interests during the period ended as at 30 September 2018 and 2017 are as follows:

30 Sep 2018
Sonae Retail Sonae IM Sonae FS Sonae Sierra Others Total
Sonae MC Worten Sonae Sports
& Fashion
Sonae RP Maxmat Sonaecom,
SGPS, SA
(consolidated)
MDS, SGPS,
SA
Sonae Sierra,
SGPS, SA
(consolidated)
Others Total
Opening balance as at 1 January 2018
Distributed dividends
4,592,402
-
1,102,522
-
32,826,507
(1,326,684)
2,601,245
(69,478)
22,187,936
-
104,097,279
(1,720,219)
-
-
-
-
402,103
-
167,809,994
(3,116,381)
Distributed income of Investment Funds - - - (195,169) - - - - - (195,169)
Constitution of subsidiaries
Change in currency translation reserve
Participation in other comprehensive income (net
-
-
-
-
80,000
-
-
(43,810)
-
-
-
68,435
-
-
-
-
-
9,929
80,000
34,554
of tax) related to joint ventures and associated
companies included in consolidation by the equity
method
- - - - - (1,613,198) - - - (1,613,198)
Delivery of shares to employees to due the settle
of the obligation
- - - (1,133) (19,858) - - - - (20,991)
Changes in hedging reserves
Capital Increases
105,235
-
-
-
4,614
-
-
-
3,431
-
-
500,000
-
-
-
-
-
-
113,280
500,000
Change in the consolidation method - - (1,211,039) - - - - 938,637,605 (309,172) 937,117,394
Variation in percentage of subsidiaries - - - - - (383,192) - - - (383,192)
Impact of applying IFRS 15 - - - - - (54,877) - - - (54,877)
Others (27,843) - (11,355) (259) 1 4,646 - - 178 (34,632)
Profit for the period attributable to non-controlling
interests
219,808 (208,795) (263,664) 138,688 1,584,589 7,031,379 - - (474,496) 8,027,509
Close balance 30 September 2018 4,889,602 893,727 30,098,379 2,430,084 23,756,099 107,930,253 - 938,637,605 (371,458) 1,108,264,291
30 Sep 2017
Sonae Retail Sonae IM Sonae FS Others Total
Sonae MC Worten Sonae Sports
& Fashion
Sonae RP Maxmat Sonaecom,
SGPS, SA
(consolidated)
MDS, SGPS,
SA
Others Total
Opening balance as at 1 January 2017 Disclosed
Effect of restatement
526,934
-
801,820
-
31,302,349
(1,731,680)
2,783,406
-
20,117,859
-
102,772,762
-
11,630,167
-
836,569
-
170,771,866
(1,731,680)
Opening balance as at 1 January 2017 Restated 526,934 801,820 29,570,669 2,783,406 20,117,859 102,772,762 11,630,167 836,569 169,040,186
Distributed dividends
Variation in percentage of subsidiaries
-
-
-
-
(1,050,475)
-
(128,656)
(110,865)
-
-
(2,442,162)
-
(173,339)
-
-
-
(3,794,632)
(110,865)
Change in currency translation reserve
Participation in other comprehensive income (net
- - - - - (166,287) 2,450,738 7,501 2,291,952
of tax) related to joint ventures and associated
companies included in consolidation by the equity
method
- - - - - 43,723 - - 43,723
Acquisition of subsidiaries
Constitution of subsidiaries
3,198,590 - -
400,000
- - - - 3,198,590
400,000
Delivery of shares to employees to due the settle
of the obligation
- - - (255) (4,575) - 813 - (4,017)
Changes in hedging reserves 146,344 - (5,147) - (23,492) - - - 117,705
Change in the consolidation method - - - - - - (13,440,828) - (13,440,828)
Others 201,966 - 3,932 1 107,094 (34,218) 151,077 (3,007) 426,845
Profit for the period attributable to non-controlling
interests
113,262 129,763 1,829,688 280,482 1,542,977 2,655,799 (618,628) (371,940) 5,561,403
Close balance 30 September 2017 4,187,096 931,583 30,748,667 2,824,113 21,739,863 102,829,617 - 469,123 163,730,062

18 L O A N S

As at 30 September 2018 and 31 December 2017, "Loans" are made up as follows:

Outstanding amount
Outstanding amount
Current
Non current
Current
Non current
Bank loans
Sonae, SGPS, SA - commercial paper
198,800,000
235,000,000
36,390,000
166,250,000
Sonae SGPS, SA /2016/2023
-
50,000,000
-
50,000,000
Sonae Investimentos, SGPS,SA - commercial paper
128,600,000
352,500,000
7,500,000
182,500,000
Sonae Investimentos affiliated /2014/2020
-
50,000,000
-
50,000,000
Sonae Investimentos affiliated /2015/2020
-
20,000,000
-
20,000,000
Sonae Investimentos affiliated /2015/2019
5,000,000
30,000,000
5,000,000
30,000,000
Sonae Investimentos affiliated /2017/2022
-
-
-
31,000,000
Sonae Investimentos affiliated /2017/2025
-
20,000,000
-
-
Sonae Investimentos /2018
30,000,000
-
-
-
Sonae Investimentos 2017/2018
-
-
100,000,000
-
Sonae Holding affiliated /2014/2018
40,000,000
-
40,000,000
-
Sonae Holding affiliated /2014/2021
10,000,000
20,000,000
10,000,000
20,000,000
Sonae Holding affiliated - commercial paper
5,000,000
40,000,000
-
-
Sonae Sierra SGPS, SA - commercial paper
25,000,000
-
-
-
Sonae Sierra / 2015/2018
20,000,000
-
-
-
Sonae Sierra affiliated /2016/2023
2,100,000
66,325,000
-
-
Sonae Sierra affiliated /2016/2021
-
41,300,000
-
-
Sonae Sierra affiliated /2016/2023
1,575,000
66,850,000
-
-
Sonae Sierra affiliated /2014/2019
22,755,000
-
-
-
Sonae Sierra affiliated /2014/2019
-
13,102,064
-
-
Sonae Sierra affiliated /2018/2021
-
13,475,000
-
-
Sonae Sierra affiliated /2018
17,055,862
-
-
-
Others
9,493,464
7,767,064
6,144,402
24,093,006
515,379,326
1,026,319,128
205,034,402
573,843,006
Bank overdrafts (Note 15)
2,225,960
-
2,819,107
-
Up-front fees beard with the issuance of borrowings
(586,937)
(1,658,922)
(105,502)
(402,455)
Bank loans
517,018,349
1,024,660,206
207,748,007
573,440,551
Bonds:
Bonds Sonae SGPS/ 2015/2022
-
100,000,000
-
100,000,000
Bonds Sonae SGPS/ 2016/2023
-
60,000,000
-
60,000,000
Bonds Sonae Investments BV / 2014/2019
206,476,622
-
-
203,466,710
Bonds Sonae Investimentos/ June 2013/2018
-
-
50,000,000
-
Bonds Sonae Investimentos / December 2015/2020
-
50,000,000
-
50,000,000
Bonds Sonae Investimentos / May 2015/2020
-
75,000,000
-
75,000,000
Bonds Sonae Investimentos / December 2015/2020
-
30,000,000
-
30,000,000
Bonds Sonae Investimentos / June 2016/2021
-
95,000,000
-
95,000,000
Bonds Sonae Investimentos / September 2016/2021
6,000,000
6,000,000
3,000,000
9,000,000
Bonds IVN 2016/2023
-
-
5,000,000
25,000,000
Bonds Sonae Sierra / 2018/2025
-
50,000,000
-
-
Bonds Sonae Sierra / 2018/2023
-
25,000,000
-
-
Bonds Sonae Sierra / 2018/2023
-
25,000,000
-
-
Up-front fees beard with the issuance of borrowings
(153,665)
(2,726,532)
(29,194)
(3,799,668)
Bonds
212,322,957
513,273,468
57,970,806
643,667,042
Other loans
2,506,787
2,969,395
1,278,626
2,244,793
Derivatives (Note 19)
348,497
-
1,248,119
-
Other loans
2,855,284
2,969,395
2,526,745
2,244,793
Obligations under finance leases
724,364
491,994
832,895
881,956
30 Sep 2018 31 Dec 2017
732,920,954 1,541,395,062 269,078,453 1,220,234,342

In June 2014, a subsidiary of Sonae SGPS, SA issued bonds which may be convertible (Sonae Investments BV /2014/2019) in Sonae shares already issued and fully subscribed or to be later on issued.

The fair value of the Equity component of this compound instrument was valued at 22,313,000 euro and it was determined by an independent entity from Sonae, taking into consideration the fair value of similar non- convertible financial instruments, having been estimated a market interest rate to establish the amortized cost of this financial liability. The liability component is recorded at the amortized cost based on the market rate.

The Bonds were issued at par with a nominal value of 100,000, (2.105 euro per bond) with a maturity of 5 years and with a fixed coupon of 1.625% per year, paid in arrears and semi-annually.

The bonds can be converted at the request of the bondholder when the Sonae SGPS, SA share price, in accordance with the technical data sheet, exceeds 1,616 euro per share. This price is subject to adjustments in accordance with the market practices, in particular when the dividend exceeds 0.0280 euro per share.

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, with the exception the convertible bond loan into shares whose fair value is determined by the market price at the balance sheet date.

Excluding Sonae Sierra, bonds and bank loans bear an average interest rate of 1.00% as at 30 September 2018 (1.35% as at 31 December 2017). Most of the bonds and bank loans have variable interest rates indexed to Euribor.

The derivatives are recorded at fair value (Note 19).

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

30 Sep 2018 31 Dec 2017
N+1 a) 737,336,437 267,965,030
N+2 245,115,806 266,186,915
N+3 505,932,962 242,942,827
N+4 368,745,608 296,490,957
N+5 358,919,915 278,889,510
After N+5 67,066,083 146,959,544
2,283,116,811 1,499,434,783

a) Includes amounts drawn under commercial paper programs.

The maturities above were estimated in accordance with the contractual terms of the loans, and taking into account Sonae's best estimated regarding their reimbursement date.

As at 30 September 2018, Sonae has, as detailed below, cash and cash equivalents in the amount of 566 million euro (365 million euro in as at 31 December 2017) and available credit lines as follows:

30 Sep 2018 31 Dec 2017
Commitments of
less than one year
Commitments of
more than one
year
Commitments of
less than one year
Commitments of
more than one
year
Unused credit facilities 188,726,820 118,620,000 242,245,201 292,750,000
Agreed credit facilities 341,229,346 749,500,000 257,955,242 753,750,000

19 D E R I V A T I V E S

Exchange Rate Derivatives

Sonae uses exchange rate derivatives, essentially to hedge future cash flows that will occur in the next 12 months.

Therefore, Sonae entered several exchange rate forwards in order to manage its exchange rate exposure.

The fair value of exchange rate derivatives hedging instruments, calculated based on present market value of equivalent financial instruments of exchange rate, is 348,497 euro as liabilities, and 1,467,969 euro as assets (1,248,119 euro as liabilities and 179,881 euro as assets, as at 31 December 2017).

The accounting of the fair value for these financial instruments was made taking into consideration the present value at financial position statement date of the forward settlement amount in the maturity date of the contract. The settlement amount considered in the valuation, is equal to the currency notional amount (foreign currency) multiplied by the difference between the contracted forward exchange rate and the forward exchange market rate at that date as at the valuation date.

Losses in the period arising from changes in the fair value of instruments that do not qualify for hedging accounting treatment were recorded directly in the income statement in the captions "Others Financial income" or "Financial expenses".

Gains and losses for the year associated with the change in market value of derivative instruments are recorded under the caption "Hedging reserve" when considered cash flow hedging and when considered as fair value hedging are recorded under the caption "Operational foreign currency exchange". The change in market value of derivative instruments when considered as speculation is recorded in the income statement under the caption "Other expenses".

Interest rate derivatives

Sonae does not have any interest rate hedging derivatives recorded as at 30 September 2018.

Interest rate and exchange rate derivatives

As at 30 September 2018 no contracts existed, related to interest rate and exchange rate derivatives simultaneously.

Fair value derivatives

The fair value of derivatives is detailed as follows:

Assets Liabilities
30 Sep 2018 31 Dec 2017 30 Sep 2018 31 Dec 2017
Hedging derivatives
Interest rate - - - -
Exchange rate 1,467,969 179,881 348,497 1,248,119
1,467,969 179,881 348,497 1,248,119

20 O T H E R N O N - C U R R E N T L I A B I L I T I E S

As at 30 September 2018 and 31 December 2017, "Other non-current liabilities" are detailed as follows:

30 Sep 2018 31 Dec 2017
Shareholders loans 3,985,783 155,732
Fixed assets suppliers 1,345,580 1,151,347
Other non-current liabilities 1,591,231 1,771,080
Deposits received from Tenants 6,779,629 -
Deferral of the disposal of the extended warranties 8,312,936 7,551,397
Accruals and deferrals 1,649,374 2,819,762
Other non-current liabilities 23,664,533 13,449,318

The carrying amount of "Other non-current liabilities" is estimated to be approximately its fair value.

21 T R A D E C R E D I T O R S A N D O T H E R C U R R E N T L I A B I L I T I E S

As at 30 September 2018 and 31 December 2017, "Trade creditors and other current liabilities" were made up as follows:

30 Sep 2018 31 Dec 2017
Trade creditors 1,213,347,876 1,192,499,941
Tax 90,663,673 98,367,443
Other creditors
Fixed asset suppliers 34,463,309 67,664,713
Related undertakings 25,601,579 -
Other debts 151,966,471 153,565,166
212,031,359 221,229,879
Other current liabilities
Employee benefits expense 150,690,762 128,309,674
Other external supplies and services 45,633,622 39,766,899
Deferred Revenue of warranty extension 60,096,839 57,862,718
Responsabilities assumed on sale of real state 17,262,925 17,728,428
Fixed assets to be billed by third parties 12,269,962 -
Marketing expenses 13,539,630 15,660,724
Advance receipts from trade receivables 11,132,470 9,993,106
Rentals 6,451,325 7,028,035
Interest payable 6,045,665 2,079,044
Expenses on purchases 5,829,360 4,133,909
Fixed rents charged in advance 4,081,763 1,035,450
Margin of condominium 2,316,862 -
Real estate municipality tax 2,828,895 2,097,284
Insurance payable 840,940 513,698
Others 13,519,817 11,778,852
352,540,837 297,987,821
1,868,583,745 1,810,085,084

The caption "Other debts" includes:

  • 89,438,079 euro (103,700,000 euro as at 31 December 2017) relating to the fair value of the shares covered by Sonae SGPS financial derivative referred to in Note 16;

  • 14,692,277 euro (10,421,939 euro as at 31 December 2017) of attributed discounts not yet redeemed related to loyalty card "Cartão Cliente" not yet redeemed;

  • 12,055,047 euro (16,150,935 euro as at 31 December 2017) related to vouchers, gift cards and discount tickets; and

  • 2,941,809 euro (3,447,882 euro as at 31 December 2017) related to amounts payable to Sonae Distribuição Brasil. SA buyer as result of responsibilities assumed with that entity.

22 P R O V I S I O N A N D A C C U M U L A T E D I M P A I R M E N T L O S S E S

Movements in "Provisions and accumulated impairment losses" over the period ended 30 September 2018 and 2017 are as follows:

Caption Saldo em
01 Jan 2018
Increase Decrease Discontinued
operations
Notes 4.1 and 4.2
Entries in the
perimeter
Balance as at
30 Sep 2018
Accumulated impairment losses on investments 3,319,692 754,211 - - 1,118,678 5,192,581
Impairment losses on fixed tangible assets (Note 6) 114,379,011 - (1,449,165) (4,510,175) - 108,419,671
Impairment losses on intangible assets 2,396,643 - (437,639) - - 1,959,004
Accumulated impairment losses on trade account receivables and
other debtors (Note 13)
19,746,469 3,569,713 (2,285,096) - 13,322,150 34,353,236
Non current provisions 18,955,625 3,278,107 (1,993,305) (685,910) 603,705 20,158,222
Current provisions 5,610,383 1,803,413 (3,968,232) (263,317) 1,251,778 4,434,025
164,407,823 9,405,444 (10,133,437) (5,459,402) 16,296,311 174,516,739
Caption Saldo em
01 Jan 2017
Increase Decrease Discontinued
operations
Note 4.1
Entries in the
perimeter
Balance as at
30 Sep 2017
Accumulated impairment losses on investments 9,054,576 2,920,696 (11,235) (8,683,892) - 3,280,145
Impairment losses on fixed tangible assets 119,100,221 163,898 (4,431,836) - 169,244 115,001,527
Impairment losses on intangible assets 2,638,761 405,064 (367,104) (382,139) - 2,294,582
Accumulated impairment losses on trade account receivables 17,871,034 2,655,505 (2,254,153) (45,178) - 18,227,208
Non current provisions 25,848,118 623,210 (3,117,037) (3,754,291) - 19,600,000
Current provisions 3,558,708 1,127,077 (680,918) (166,020) - 3,838,847

As at 30 September 2018, the "Entries in the perimeter" result from the inclusion of Sonae Sierra's comprehensive method (Note 4.3).

As at 30 September 2018 and 31 December 2017, provision's details can be analyzed as follows:

30 Sep 2018 31 Dec 2017
Technical provisions on reinsurance 1,451,534 786,208
Future liabilities relating to subsidiaries of retail in Brazil
sold
8,334,719 7,358,151
Clients guarantees 667,522 1,056,471
Judicial claims 2,061,252 4,577,787
Contingent liabilities related to subsidiaries acquired 7,811,959 7,811,959
Others 4,210,682 2,975,432
24,592,247 24,566,008

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

23 R E L A T E D P A R T I E S

Balances and transactions with related parties are detailed as follows:

Turnover and other income Purchases and services obtained
Transactions 30 Sep 2018 30 Sep 2017 30 Sep 2018 30 Sep 2017
Parent Company 190,766 178,448 338,516 406,350
Jointly controlled companies 17,713,141 25,740,566 217,389,823 234,363,562
Associated companies 27,688,282 26,959,658 11,789,726 -
Related parties,shareholders and investees 43,549,377 43,122,934 12,055,606 13,195,210
89,141,566 96,001,606 241,573,671 247,965,122
Interest income Interest expenses
Transactions 30 Sep 2018 30 Sep 2017 30 Sep 2018 30 Sep 2017
Parent Company - - - -
Jointly controlled companies 132 183 - -
Associated companies 16,828 11,060 - -
Other related parties - - - -
16,960 11,243 - -
Accounts receivable Accounts payable
Balances 30 Sep 2018 31 Dec 2017 30 Sep 2018 31 Dec 2017
Parent Company 26,989 51,947 318,446 512,593
Jointly controlled companies 46,567,824 14,904,259 101,601,291 42,584,035
Associated companies 76,429,948 8,479,551 1,599,106 1,843
Other related parties 12,032,899 19,066,434 6,947,796 7,631,440
135,057,660 42,502,191 110,466,639 50,729,911
Loans
Obtained Granted
Balances 30 Sep 2018 31 Dec 2017 30 Sep 2018 31 Dec 2017
Jointly controlled companies 7,555,359 - 28,626,004 -
Associated companies
Other related parties
-
152,569
-
160,586
50,983,096
3,570
-
3,570
7,707,928 160,586 79,612,670 3,570

24 R E S U L T S R E L A T I N G T O I N V E S T M E N T S

The breakdown of other income and gains for the periods ended 30 September 2018 and 2017 was as follows:

30 sep 2018 30 sep 2017
Restated
Dividends 100,598 130,138
Added value generated in valuation to fair value of the financial contribution
by the Sonae Sierra SGPS, S.A. (Note 4.3)
Acquisition cost correction
Others
45,853,773
-
117,701
-
1,111,019
(10,157)
Gains / (losses) on the sale of investments in subsidiaries, joint
ventures and associates
45,971,474 1,100,862
Gains / (losses) on the sale of investments on available for sale - -
Others (6,277) -
Impairment of investments in associates (Notes 10.3 and 22)
Impairment reversal on financial investments
Impairment reversal/(losses) on investments
(754,211)
15,900
(738,311)
-
9,987
9,987
Total income and (expenses) related to investments 45,327,484 1,240,987

25 O T H E R I N C O M E

As at 30 September 2018 and 2017, the caption "Other Income" is made up as follow:

30 Sep 2018 30 Sep 2017
Restated
Supplementary income 18,037,019 18,678,960
Prompt payment discounts obtained 18,591,270 17,743,767
Foreign currency exchange gains 16,157,216 20,030,297
Own work capitalised 9,077,513 7,992,975
Gains on sales of assets 372,795 13,218,318
Impairment losses reversals 4,353,875 2,392,127
Others 4,086,392 4,842,788
70,676,080 84,899,232

26 I N C O M E T A X

The income taxes recognized in the six-month period ended on 30 September 2018 and 2017 are detailed as follows:

30 Sep 2018 30 Sep 2017
Restated
Current tax 11,315,707 3,131,635
Deferred tax (218,399) (7,506,138)
11,097,308 (4,374,503)

27 C A S H R E C E I P T S A N D C A S H P A Y M E N T S O F I N V E S T M E N T S

As at 30 September 2018 and 2017, cash receipts and cash payments related to investments can be detailed as follows:

- Investment Activities

Receipts 30 Sep 2018 30 Sep 2017
Disposal of Sport Zone participation (Nota 4.1)
Receivable related to Armilar II Funds (Note 10.3)
Account receivable from MDS SGPS, SA
Account receivable related to the disposal of Imoconti in 2016
28,628,150
16,477,366
1,000,000
-
-
-
-
21,009,032
Others 548,887 -
46,654,403 21,009,032
Payments 30 Sep 2018 30 Sep 2017
Subscription of JD Sprinter shares (Note 4.1) 26,546,230 -
Acquisition of Sonae Sierra (Note 4.3) 138,322,082 -
Acquisition of Nextel (Note 4.4) 2,682,237 -
Acquisition of Nextail (Note 11) 2,300,000 -
Acquisition of Case on IT (Note 11) 2,280,000 -
Acquisition of Jscrambler (Note 11) 1,250,000 -
Capital increase of Style Sage (Note 11) 812,414 -
Acquisition of Reblaze (Note 11) 2,352,437 -
Acquisition of cIValue (Note 11) 1,970,097 -
Acquisition of Amor Bio, Mercado Biológico, Lda (Note 4.4) 584,229 -
Secucloud convertible loan 551,475 -
Work Compensation Fund 827,518 -
Sensei convertible loan 200,000 -
Acquisition and supplementary payments of RK.AI (Note 11) 200,000 -
Acquisition of Beamy (Note 11) 150,040 -
Supplementary Payments of Advert.io 150,000 -
Acquisition of Brio, SA - 752,929
Acquisition of GoWell, SA - 3,395,769
Additional paid in capital in S2 Mozambique SA 118,745 -
Others 176,826 59,153
181,474,330 4,207,851

28 E A R N I N G S P E R S H A R E

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

30 Sep 2018 30 Sep 2017 Restated
Continuing
Operations
Discontinued
Operations
Continuing
Operations
Discontinued
Operations
Restated
(Note 3)
Net profit
Net profit taken into consideration to calculate basic earnings per share
(consolidated profit for the period)
189,952,168 10,053,975 126,958,274 6,255,599
Effect of dilutive potential shares - - - -
Interest related to convertible bonds (net of tax) 6,138,008 - 5,969,256 -
Net profit taken into consideration to calculate diluted earnings per share 196,090,176 10,053,975 132,927,530 6,255,599
Number of shares
Weighted average number of shares used to calculate basic earnings per
share
1,895,593,392 1,895,593,392 1,893,259,273 1,893,259,273
Effect of dilutive potential ordinary shares from convertible bonds 127,113,527 127,113,527 127,113,527 127,113,527
Outstanding shares related with share based payments 10,310,145 10,310,145 14,004,737 14,004,737
Shares related to performance bonus that can be bought at market price (2,386,745) (2,386,745) (7,376,886) (7,376,886)
Weighted average number of shares used to calculate diluted earnings per
share
2,030,630,319 2,030,630,319 2,027,000,651 2,027,000,651
Earnings per share
Basic 0.100207 0.005304 0.067058 0.003304
Diluted 0.093543 0.004951 0.062634 0.003086

29 P R E S E N T A T I O N O F C O N S O L I D A T E D I N C O M E S T A T E M E N T S

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

The Indirect Income includes the contribution of Sonae Sierra, net of taxes that result from: (i) valuation of investment properties; (ii) gains (losses) with the sale of financial investments, joint ventures or associates; (iii) impairment losses relating to non-current assets (including Goodwill) and (iv) provisions for assets at risk. Additionally and with regard to the portfolio of Sonae, it includes: (i) impairment of real estate assets for retail, (ii) decreases in Goodwill, (iii) negative Goodwill (net of taxes) related to acquisitions in the financial year, (iv) provisions (net of tax) for possible future liabilities, and impairments related to noncore investments, businesses and discontinued assets (or to be discontinued / repositioned), (v) valuation results based on the methodology "mark-to-market" of other current investments that will be sold or traded in the near future and (vi) other irrelevant issues.

The value of 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 2018 and 2017 can be summarized as follows:

30 Sep 2018
30 Sep 2017 Restated
Consolidated Indirect
Income
Direct
Income
Consolidated Indirect
Income
Direct
Income
Turnover 4,236,301,814 - 4,236,301,814 3,960,208,424 - 3,960,208,424
Investment income
Dividends and other adjustments 100,598 - 100,598 130,138 - 130,138
Impairment losses (754,211) - (754,211) - - -
Others 45,981,097 45,969,396 11,701 1,110,849 1,111,020 (171)
Other income
Provisions for warranty extensions 2,063,594 - 2,063,594 478,354 - 478,354
Impairment losses reversal 2,290,280 - 2,290,280 1,928,506 - 1,928,506
Others 66,322,205 - 66,322,205 82,492,373 - 82,492,373
Total income 4,352,305,378 45,969,396 4,306,335,982 4,046,348,644 1,111,020 4,045,237,624
Total expenses (4,071,742,789) (1,773,107) (4,069,969,682) (3,817,552,465) (650,111) (3,816,902,353)
Depreciation and amortisation (151,803,546) - (151,803,546) (138,116,959) - (138,116,959)
Losses on tangible and intangible assets
Provisions and impairment
(3,112,136) - (3,112,136) (3,864,723) - (3,864,723)
Provisions for warranty extensions (1,674,645) - (1,674,645) (1,127,077) - (1,127,077)
Others (6,256,979) (3,062,236) (3,194,743) (2,841,100) - (2,841,100)
Profit before financial results and share of results
in associated companies
117,715,283 41,134,053 76,581,230 82,846,320 460,909 82,385,412
Non-recurring Profit/(Loss) (10,442,812) - (10,442,812) 3,695,798 - 3,695,798
Financial profit/(loss) (25,676,700) - (25,676,700) (27,109,042) - (27,109,042)
Share of results in joint ventures and associated
undertakings
Sonae Sierra 38,871,917 14,067,370 24,804,547 38,903,001 16,266,514 22,636,487
Armilar Venture Funds 64,364,251 64,364,251 - 8,851,030 8,851,030 -
ZOPT 29,318,500 - 29,318,500 23,393,500 - 23,393,500
Others (4,910,031) - (4,910,031) (2,936,166) (2,843,437) (92,729)
Profit before income tax 209,240,408 119,565,674 89,674,734 127,644,441 22,735,015 104,909,426
Income tax (11,097,308) (16,692,601) 5,595,293 4,374,503 (1,991,482) 6,365,985
Profit/(Loss) from continuing operations 198,143,100 102,873,073 95,270,027 132,018,944 20,743,533 111,275,411
Profit/(Loss) from discontinued operations 9,890,552 11,090,755 (1,200,203) 6,756,333 16,220,165 (9,463,832)
Net profit for the period 208,033,652 113,963,828 94,069,824 138,775,277 36,963,698 101,811,579
Attributable to equity holders of Sonae 200,006,143 113,963,828 86,042,315 133,213,873 31,402,294 101,811,579
Non-controlling interests 8,027,509 - 8,027,509 5,561,404 5,561,404 -
"Underlying" EBITDA (b) 233,054,987 225,149,550
Direct EBITDA (a) 269,870,777 265,318,774
Direct EBIT (c) 114,050,633 122,424,498
  • (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) + provisions for extensions of guarantee + unusual results;
  • (b) "Underlying" EBITDA = EBITDA effect of share result in joint ventures and associated undertakings non recurrent results;
  • (c) EBIT = EBT financial results dividends
  • (d) EBT = Direct results before non-controlling interests and taxes;
  • (e) Direct income = Results excluding contributions to indirect results;

(f) Indirect income = Includes Sonae Sierra's results, net of taxes, arising from: (i) investment properties valuations; (ii) capital gains (losses) on the sale of financial investments, joint ventures or associates; (iii) impairment losses for noncurrent assets (including Goodwill) and; (iv) provision for assets at risk. Additionally and with regard to the portfolio of Sonae, it includes: (i) impairment of real estate assets for retail, (ii) decrease in goodwill, (iii) provisions (net of tax) for possible future liabilities and impairments related with non-core financial investments, businesses, discontinued assets (or be discontinued/ repositioned);(iv) valuation results based on the methodology "mark-to-market" of other current investments that will be sold or traded in the near future and (v) other irrelevant issues.

30 A P P R O V A L O F F I N A N C I A L S T A T E M E N T S

The accompanying consolidated financial statements were approved by the Board of Directors on 13 November 2018.

31 G R O U P C O M P A N I E S I N C L U D E D I N T H E C O N S O L I D A T E D F I N A N C I A L S T A T E M E N T S

Group companies included in the consolidated financial statements, their head offices and percentage of share capital held by Sonae as at 30 September 2018 and 31 December 2017 are as follows:

Percentage of capital held
30 Sep 2018 31 Dec 2017
COMPANY Head Office Direct* Total* Direct* Total*
Sonae - SGPS, S.A. Maia HOLDING HOLDING HOLDING HOLDING
Sonae MC
1) Amor Bio, Mercado Biológico, Lda a) Lisbon (Portugal) 100.00% 100.00% - -
BB Food Service, SA a) Maia (Portugal) 100.00% 100.00% 100.00% 100.00%
Bom Momento - Restauração, SA a) Maia (Portugal) 100.00% 100.00% 100.00% 100.00%
Brio – Produtos de Agricultura Biológica, SA a) Matosinhos (Portugal) 100.00% 100.00% 100.00% 100.00%
Continente Hipermercados, SA a) Oeiras (Portugal) 100.00% 100.00% 100.00% 100.00%
Elergone Energias, Lda a) Matosinhos (Portugal) 75.00% 75.00% 75.00% 75.00%
Farmácia Selecção, SA a) Matosinhos (Portugal) 100.00% 100.00% 100.00% 100.00%
Go Well – Promoção de Eventos, Caterings e
Consultoria, SA
a) Lisbon (Portugal) 51.00% 51.00% 51.00% 51.00%
MCCARE – Serviços de Saúde, SA a) Matosinhos (Portugal) 100.00% 100.00% 100.00% 100.00%
Make Notes Design, Lda a) Maia (Portugal) 100.00% 100.00% 100.00% 100.00%
Marcas MC, zRT a) Budapest (Hungary) 100.00% 100.00% 100.00% 100.00%
Modelo Continente Hipermercados, SA a) Matosinhos (Portugal) 100.00% 100.00% 100.00% 100.00%
Pharmaconcept – Actividades em Saúde, SA a) Matosinhos (Portugal) 100.00% 100.00% 100.00% 100.00%
Pharmacontinente - Saúde e Higiene, SA a) Matosinhos (Portugal) 100.00% 100.00% 100.00% 100.00%
SK – Skin Health Cosmetics, S.A. a) Oeiras (Portugal) 100.00% 100.00% 100.00% 100.00%
Worten
HighDome PCC Limited (Cell Europe) a) La Valletta (Malta) 100.00% 100.00% 100.00% 100.00%
Infofield – Informática, SA a) Maia (Portugal) 100.00% 100.00% 100.00% 100.00%
Worten Canarias, SL a) Tenerife (Spain) 60.00% 60.00% 60.00% 60.00%
Worten - Equipamento para o Lar, SA a) Matosinhos (Portugal) 100.00% 100.00% 100.00% 100.00%
Worten España Distribución, S.L. a) Madrid (Spain) 100.00% 100.00% 100.00% 100.00%
2) Wrt Business – Distribuição de Eletrodomésticos,
Eletrónica e Informática, S.A.,
a) Matosinhos (Portugal) 100.00% 100.00% - -
Sports and Fashion
Bright Brands SportsGoods, SA a) Matosinhos (Portugal) 100.00% 100.00% 100.00% 100.00%
Comercial Losan Polonia SP Z.O.O a) Warsaw (Poland) 100.00% 100.00% 100.00% 100.00%
Comercial Losan, S.L.U. a) Zaragoza (Spain) 100.00% 100.00% 100.00% 100.00%
Fashion Division, SA a) Maia (Portugal) 100.00% 100.00% 100.00% 100.00%
Fashion Division Canarias, SL a) Tenerife (Spain) 100.00% 100.00% 100.00% 100.00%
Irmãos Vila Nova, SA b) Vila Nova de Famalicão
(Portugal)
100.00% 50.00% 100.00% 50.00%
Irmãos Vila Nova III - Imobiliária, SA b) Vila Nova de Famalicão
(Portugal)
100.00% 50.00% 100.00% 50.00%
IVN – Serviços Partilhados, SA b) Vila Nova de Famalicão
(Portugal)
50.00% 50.00% 50.00% 50.00%
IVN Asia Limited b) Hong Kong (China) 100.00% 50.00% 100.00% 50.00%
Losan Colombia, S.A.S a) Bogota (Colombia) 100.00% 100.00% 100.00% 100.00%
Losan Overseas Textile, S.L. a) Zaragoza (Spain) 100.00% 100.00% 100.00% 100.00%
Losan Rusia a) Moscow (Russia) 100.00% 100.00% 100.00% 100.00%
Losan Tekstil Urunleri V e Dis Ticaret, L.S. a) Istanbul (Turkey) 100.00% 100.00% 100.00% 100.00%
Modalfa - Comércio e Serviços, SA a) Maia (Portugal) 100.00% 100.00% 100.00% 100.00%
2) Modalfa Canarias, SL a) Tenerife (Spain) 60.00% 30.00% - -
Modalloop - Vestuário e Calçado, SA a) Matosinhos (Portugal) 100.00% 100.00% 100.00% 100.00%
Salsa Canarias, SL b) Tenerife (Spain) 60.00% 30.00% 60.00% 30.00%
Salsa DE Gmbh b) Dusseldorf (Germany) 100.00% 50.00% 100.00% 50.00%
Salsa Distribution USA LLC b) New York (USA) 100.00% 50.00% 100.00% 50.00%
Salsa France, S.A.R.L. b) Paris (France) 99.99% 50.00% 99.99% 50.00%

2)

67

Salsa Luxembourg, Sàrl b) Luxembourg 100.00% 50.00% 100.00% 50.00%
3) SDSR – Sports Division SR, SA a) Matosinhos (Portugal) 100.00% 100.00% 100.00% 100.00%
SLS Salsa – Comércio e Difusão de Vestuário, S.A. b) Vila Nova de Famalicão
(Portugal)
100.00% 50.00% 100.00% 50.00%
SLS Salsa España – Comercio y Difusión de Vestuario,
S.A.U.
b) Pontevedra (Spain) 100.00% 50.00% 100.00% 50.00%
3) Sport Zone Canarias, SL a) Tenerife (Spain) 60.00% 60.00% 60.00% 60.00%
3) Sport Zone España - Comércio de Articulos de Deporte,
SA
a) Madrid (Spain) 100.00% 100.00% 100.00% 100.00%
Sport Zone spor malz.per.satis ith.ve tic.ltd.sti a) Istanbul (Turkey) 100.00% 100.00% 100.00% 100.00%
Têxtil do Marco, SA a) Marco de Canaveses
(Portugal)
92.76% 92.76% 92.76% 92.76%
Usebti Textile México S.A. de C.V. a) Mexico City (Mexico) 100.00% 100.00% 100.00% 100.00%
Zippy - Comércio e Distribuição, SA a) Matosinhos (Portugal) 100.00% 100.00% 100.00% 100.00%
Zippy - Comércio Y Distribución, SA a) Madrid (Spain) 100.00% 100.00% 100.00% 100.00%
Zippy cocuk malz.dag.ith.ve tic.ltd.sti a) Istanbul (Turkey) 100.00% 100.00% 100.00% 100.00%
Sonae RP
Arat Inmuebles, SA a) Madrid (Spain) 100.00% 100.00% 100.00% 100.00%
Asprela Sociedade Imobiliária, SA a) Maia (Portugal) 100.00% 100.00% 100.00% 100.00%
Azulino Imobiliária, SA a) Maia (Portugal) 100.00% 100.00% 100.00% 100.00%
Bertimóvel - Sociedade Imobiliária, SA a) Matosinhos (Portugal) 100.00% 100.00% 100.00% 100.00%
Canasta - Empreendimentos Imobiliários, SA a) Maia (Portugal) 100.00% 100.00% 100.00% 100.00%
Chão Verde - Sociedade de Gestão Imobiliária, SA a) Maia (Portugal) 100.00% 100.00% 100.00% 100.00%
Citorres - Sociedade Imobiliária, SA a) Maia (Portugal) 100.00% 100.00% 100.00% 100.00%
Contimobe - Imobiliária de Castelo de Paiva, SA a) Castelo de Paiva
(Portugal)
100.00% 100.00% 100.00% 100.00%
Cumulativa - Sociedade Imobiliária, SA a) Maia (Portugal) 100.00% 100.00% 100.00% 100.00%
Fozimo - Sociedade Imobiliária, SA a) Maia (Portugal) 100.00% 100.00% 100.00% 100.00%
Fundo de Investimento Imobiliário Fechado Imosede a) Maia (Portugal) 100.00% 100.00% 100.00% 100.00%
Fundo de Investimento Imobiliário Imosonae Dois a) Maia (Portugal) 98.00% 98.00% 98.00% 98.00%
Igimo – Sociedade Imobiliária, SA a) Maia (Portugal) 100.00% 100.00% 100.00% 100.00%
Iginha – Sociedade Imobiliária, SA a) Matosinhos (Portugal) 100.00% 100.00% 100.00% 100.00%
Imoestrutura – Sociedade Imobiliária, SA a) Maia (Portugal) 100.00% 100.00% 100.00% 100.00%
Imomuro – Sociedade Imobiliária, SA a) Matosinhos (Portugal) 100.00% 100.00% 100.00% 100.00%
Imoresultado – Sociedade Imobiliária, SA a) Maia (Portugal) 100.00% 100.00% 100.00% 100.00%
Imosistema – Sociedade Imobiliária, SA a) Maia (Portugal) 100.00% 100.00% 100.00% 100.00%
MJLF - Empreendimentos Imobiliários, SA a) Maia (Portugal) 100.00% 100.00% 100.00% 100.00%
Modelo Hiper Imobiliária, SA a) Maia (Portugal) 100.00% 100.00% 100.00% 100.00%
Ponto de Chegada – Sociedade Imobiliária, SA a) Maia (Portugal) 100.00% 100.00% 100.00% 100.00%
Predicomercial - Promoção Imobiliária, SA a) Maia (Portugal) 100.00% 100.00% 100.00% 100.00%
Predilugar- Promoção Imobiliária, SA a) Maia (Portugal) 100.00% 100.00% 100.00% 100.00%
Selifa - Empreendimentos Imobiliários de Fafe, SA a) Maia (Portugal) 100.00% 100.00% 100.00% 100.00%
Sempre à Mão - Sociedade Imobiliária, SA a) Matosinhos (Portugal) 100.00% 100.00% 100.00% 100.00%
Sesagest - Proj.Gestão Imobiliária, SA a) Porto (Portugal) 100.00% 100.00% 100.00% 100.00%
Socijofra - Sociedade Imobiliária, SA a) Gondomar (Portugal) 100.00% 100.00% 100.00% 100.00%
Sociloures - Sociedade Imobiliária, SA a) Matosinhos (Portugal) 100.00% 100.00% 100.00% 100.00%
Sonaerp - Retail Properties, SA a) Porto (Portugal) 100.00% 100.00% 100.00% 100.00%
Sondis Imobiliária, SA a) Maia (Portugal) 100.00% 100.00% 100.00% 100.00%
Valor N, SA a) Matosinhos (Portugal) 100.00% 100.00% 100.00% 100.00%
Maxmat
Modelo - Distribuição de Materiais de Construção, SA
b) Maia (Portugal) 50.00% 50.00% 50.00% 50.00%
Sonae IM
Bright Development Studio, SA a) Lisbon (Portugal) 100.00% 89.97% 100.00% 89.97%
Bright Ventures Capital SCR a) Lisbon (Portugal) 100.00% 89.97% 100.00% 89.97%
Bright Vector I – Fundo Capital de Risco a) Lisbon (Portugal) 50.13% 45.10% 50.13% 45.10%
Cape Tecnologies Limited a) Dublin (Ireland) 100.00% 89.97% 100.00% 89.97%
Digitmarket - Sistemas de Informação, SA a) Maia (Portugal) 75.00% 67.47% 75.10% 67.56%
Inovretail, SA a) Maia (Portugal) 100.00% 89.97% 100.00% 89.97%
1) Mxtel SA de CV a) Mexico City (Mexico) 100.00% 72.78% - -
1) Nextel, SA a) Bilbao (Spain) 100.00% 72.78% - -
Praesidium Services Limited a) Berkshire (U.K.) 100.00% 89.97% 100.00% 89.97%
S21 Sec Brasil, Ltda a) São Paulo (Brazil) 99.99% 89.96% 99.99% 89.96%
S21 Sec Gestion, SA a) Navarra (Spain) 80.90% 72.78% 100.00% 89.97%
S21 Sec Information Security Labs, S.L. a) Navarra (Spain) 100.00% 72.78% 100.00% 89.97%
S21 Sec SA de CV a) Mexico City (Mexico) 100.00% 72.78% 100.00% 89.97%
S21SEC Portugal – Cybersecurity and Intelligence
Services, SA
a) Maia (Portugal) 100.00% 72.78% 100.00% 89.97%
Saphety – Transacciones Electronicas SAS a) Bogota (Colombia) 100.00% 78.27% 100.00% 78.27%
Saphety Brasil Transações Electrônicas Lda a) São Paulo (Brazil) 100.00% 78.27% 100.00% 78.27%
Saphety Level - Trusted Services, SA a) Maia (Portugal) 86.99% 78.27% 86.99% 78.27%
Sonaecom-Cyber Security and Int., SGPS, SA a) Maia (Portugal) 100.00% 89.97% 100.00% 89.97%
Sonaecom - Serviços Partilhados, SA a) Maia (Portugal) 100.00% 89.97% 100.00% 89.97%
Sonaecom, SGPS, SA a) Maia (Portugal) 90.15% 89.97% 90.15% 89.97%
Sonae Investment Management - Software and
Technology, SGPS, SA
a) Maia (Portugal) 100.00% 89.97% 100.00% 89.97%
2) Taikai, Ltda a) Porto (Portugal) 90.01% 80.98% - -
Tecnológica Telecomunicações, Ltda a) Rio de Janeiro (Brazil) 99.99% 89.87% 99.99% 89.87%
We Do Brasil Soluções Informáticas, Ltda a) Rio de Janeiro (Brazil) 99.91% 89.88% 99.91% 89.88%
We Do Consulting - Sistemas de Informação, SA a) Maia (Portugal) 100.00% 89.97% 100.00% 89.97%
4) WE DO Technologies España, SL a) Madrid (Spain) 100.00% 89.97% 100.00% 89.97%
We Do Technologies (UK) Limited a) Berkshire (U.K.) 100.00% 89.97% 100.00% 89.97%
We Do Tecnologies Americas, Inc. a) Delaware
(USA)
100.00% 89.97% 100.00% 89.97%
We Do Technologies Australia PTY Limited a) Sydney (Australia) 100.00% 89.97% 100.00% 89.97%
We Do Technologies Egypt Limited Liability Company a) Cairo (Egypt) 100.00% 89.97% 100.00% 89.97%
We Do Technologies Mexico S. de RL a) Mexico City (Mexico) 100.00% 89.97% 100.00% 89.97%
We Do Tecnologies BV a) Amsterdam
(Netherlands)
100.00% 89.97% 100.00% 89.97%
Sonae FS
5) SFS – Gestão e Consultoria, SA a) Maia (Portugal 100.00% 100.00% 100.00% 100.00%
Sonae Financial Services, S.A. a) Maia (Portugal) 100.00% 100.00% 100.00% 100.00%
Sonae Sierra
6) ARP Alverca Retail Park, SA a) Maia (Portugal) 100.00% 70.00% 100.00% 50.00%
6) Axnae Spain Holdings, S.L. a) Madrid (Espanha) 100.00% 70.00% 100.00% 50.00%
6) Cascaishopping - Centro Comercial, SA a) Maia (Portugal) 100.00% 40.07% 100.00% 28.62%
6) CCCB Caldas da Rainha - Centro Comercial, SA a) Maia (Portugal) 100.00% 70.00% 100.00% 50.00%
6) Coimbrashopping - Centro Comercial, SA a) Maia (Portugal) 100.00% 35.07% 100.00% 25.05%
6) Dos Mares - Shopping Centre, BV a) Amsterdam
(Netherlands)
100.00% 35.07% 100.00% 25.05%
6) Dos Mares - Shopping Centre, SA a) Madrid (Spain) 100.00% 35.07% 100.00% 25.05%
6) Gli Orsi Shopping Centre 1, Srl a) Milan (Italy) 100.00% 70.00% 100.00% 50.00%
6) Iberian Holdings Spain, S.L. a) Madrid (Spain) 100.00% 35.07% 100.00% 50.00%
6) Ioannina Development of Shopping Centres, SA a) Athens (Greece) 100.00% 70.00% 100.00% 50.00%
6) Land Retail, BV a) Amsterdam
(Netherlands)
100.00% 40.07% 100.00% 32.19%
6) Microcom Doi, Srl a) Bucharest (Romania) 100.00% 70.00% 100.00% 50.00%
6) Paracentro - Gestão de Galerias Comerciais, SA a) Maia (Portugal) 100.00% 70.00% 100.00% 50.00%
6) Parque de Famalicão - Empreendimentos Imobiliários,
SA
a) Maia (Portugal) 100.00% 70.00% 100.00% 50.00%
6) Plaza Eboli - Centro Comercial, SA a) Madrid (Spain) 100.00% 70.00% 100.00% 50.00%
6) Plaza Mayor Parque de Ócio, BV a) Madrid (Spain) 100.00% 35.07% 100.00% 50.00%
6) Plaza Mayor Parque de Ócio, SA a) Madrid (Spain) 100.00% 35.07% 100.00% 25.05%
6) Plaza Mayor Shopping, BV a) Amsterdam
(Netherlands)
100.00% 35.07% 100.00% 25.05%
6) Plaza Mayor Shopping, SA a) Madrid (Spain) 100.00% 35.07% 100.00% 25.05%
6) Project Sierra 10 BV a) Amsterdam
(Netherlands)
100.00% 70.00% 100.00% 50.00%
6) Project Sierra 11 BV a) Amsterdam
(Netherlands)
100.00% 70.00% 100.00% 50.00%
6) Project Sierra 12 BV a) Amsterdam
(Netherlands)
100.00% 70.00% 100.00% 50.00%
6) Project Sierra 2, BV a) Amsterdam
(Netherlands)
100.00% 70.00% 100.00% 50.00%
6) Project Sierra Cúcuta, BV a) Amsterdam
(Netherlands)
100.00% 70.00% 100.00% 50.00%
6) Project Sierra Four, SA a) Bucharest (Romania) 100.00% 70.00% 100.00% 50.00%
6) Project Sierra Germany 4 (four), Shopping Centre,
GmbH
a) Dusseldorf (Germany) 100.00% 70.00% 100.00% 50.00%
6) Project Sierra Spain 1, BV a) Amsterdam
(Netherlands)
100.00% 70.00% 100.00% 50.00%
6) Project Sierra Spain 2 - Centro Comercial, SA a) Madrid (Spain) 100.00% 70.00% 100.00% 50.00%
6) River Plaza BV a) Amsterdam
(Netherlands)
100.00% 70.00% 100.00% 50.00%
6) River Plaza Mall, Srl a) Amsterdam
(Netherlands)
100.00% 70.00% 100.00% 50.00%
6) Shopping Centre Parque Principado, BV a) Amsterdam
(Netherlands)
100.00% 35.07% 100.00% 25.05%
6) Sierra Berlin Holding BV a) Amsterdam
(Netherlands)
100.00% 70.00% 100.00% 50.00%
6) Sierra Developments Holding, BV a) Amsterdam
(Netherlands)
100.00% 70.00% 100.00% 50.00%
6) Sierra Developments, SGPS, SA a) Maia (Portugal) 100.00% 70.00% 100.00% 50.00%
6) Sierra European Retail Real Estate Assets Holdings, BV a) Amsterdam
(Netherlands)
50.10% 35.07% 50.10% 25.05%
6) Sierra Germany GmbH a) Dusseldorf (Germany) 100.00% 70.00% 100.00% 50.00%
6) Sierra GP, Limited a) Guernesey (U.K.) 100.00% 70.00% 100.00% 50.00%
6) Sierra Investments (Holland) 1, BV a) Amsterdam
(Netherlands)
100.00% 70.00% 100.00% 50.00%
6) Sierra Investments (Holland) 2, BV a) Amsterdam
(Netherlands)
100.00% 70.00% 100.00% 50.00%
6) Sierra Investments Holding, BV a) Amsterdam
(Netherlands)
100.00% 70.00% 100.00% 50.00%
6) Sierra Investments SGPS, SA a) Maia (Portugal) 100.00% 70.00% 100.00% 50.00%
6) Sierra Italy, Srl a) Amsterdam
(Netherlands)
100.00% 70.00% 100.00% 50.00%
6) Sierra Management, SGPS, SA a) Maia (Portugal) 100.00% 70.00% 100.00% 50.00%
6) Sierra Maroc, SARL a) Casablanca (Morocco) 100.00% 70.00% 100.00% 50.00%
6) Sierra Maroc Services, SARL a) Casablanca (Morocco) 100.00% 70.00% 100.00% 50.00%
6) Sierra Parma Project BV a) Amsterdam
(Netherlands)
100.00% 70.00% 100.00% 50.00%
6) Sierra Portugal, SA a) Maia (Portugal) 100.00% 70.00% 100.00% 50.00%
6) Sierra Project Nürnberg BV a) Amsterdam
(Netherlands)
100.00% 70.00% 100.00% 50.00%
6) Sierra Real Estate Greece BV a) Amsterdam
(Netherlands)
100.00% 70.00% 100.00% 50.00%
6) Sierra Retail Ventures BV a) Amsterdam
(Netherlands)
100.00% 35.07% 100.00% 50.00%
6) Sierra Romania Shopping Centers Services, SRL a) Bucharest (Romania) 100.00% 70.00% 100.00% 50.00%
6) Sierra Services Holland BV a) Amsterdam
(Netherlands)
100.00% 70.00% 100.00% 50.00%
6) Sierra Solingen Holding GmbH a) Dusseldorf (Germany) 100.00% 70.00% 100.00% 50.00%
6) Sierra Spain Malaga Holdings, S.L. a) Madrid (Spain) 100.00% 35.07% 100.00% 50.00%
6) Sierra Spain – Shopping Centers Services, SA a) Madrid (Spain) 100.00% 70.00% 100.00% 50.00%
6) Sierra Turkey Gayrimenkul Yönetim Pazarlama ve
Danışmanlık Anonim Şirket
a) Istanbul (Turkey) 100.00% 70.00% 100.00% 50.00%
6) Sierra Zenata Project B.V. a) Amsterdam
(Netherlands)
100.00% 70.00% 100.00% 50.00%
6) Sonae Sierra, SGPS, SA a) Maia (Portugal) 70.00% 70.00% 50.00% 50.00%
6) SPF - Sierra Portugal S.à r.l. a) Luxembourg 100.00% 70.00% 100.00% 50.00%
6) Weiterstadt Shopping BV a) Amsterdam
(Netherlands)
100.00% 70.00% 100.00% 50.00%
Others
Libra Serviços, Lda a) Funchal (Portugal) 100.00% 100.00% 100.00% 100.00%
2) Halfdozen Real Estate ,S.A. a) Maia (Portugal) 100.00% 100.00% - -
Modelo Continente International Trade, SA a) Madrid (Spain) 100.00% 100.00% 100.00% 100.00%
7) Modelo Continente SGPS, SA a) Matosinhos (Portugal) 100.00% 100.00% 100.00% 100.00%
PCJ-Público, Comunicação e Jornalismo, SA a) Maia (Portugal) 100.00% 89.97% 100.00% 89.97%
Público - Comunicação Social, SA a) Porto (Portugal) 100.00% 89.97% 100.00% 89.97%
SCBRASIL Participações, Ltda a) São Paulo (Brazil) 100.00% 100.00% 100.00% 100.00%
SIAL Participações, Ltda a) São Paulo (Brazil) 100.00% 100.00% 100.00% 100.00%
Soflorin, BV a) Amsterdam
(Netherlands)
100.00% 100.00% 100.00% 100.00%
8) Sonae MC – Serviços Partilhados , SA a) Maia (Portugal) 100.00% 100.00% 100.00% 100.00%
Sonae Investments, BV a) Amsterdam
(Netherlands)
100.00% 100.00% 100.00% 100.00%
9) Sonae MC, SGPS, SA a) Matosinhos (Portugal) 100.00% 100.00% 100.00% 100.00%
Sonae RE, SA a) Luxembourg 99.92% 99.92% 99.92% 99.92%
Sonaecenter Serviços, SA a) Maia (Portugal) 100.00% 100.00% 100.00% 100.00%
10)11) Sonae Corporate, SA a) Matosinhos (Portugal) 100.00% 100.00% 100.00% 100.00%
Sontel, BV a) Amsterdam
(Netherlands)
100.00% 100.00% 100.00% 100.00%
Sonae MC S2 Africa Limited a) La Valletta (Malta) 100.00% 100.00% 100.00% 100.00%
Sonae SR Malta Holding Limited a) La Valletta (Malta) 100.00% 100.00% 100.00% 100.00%
SONAESR – Serviços e Logística, SA a) Matosinhos (Portugal) 100.00% 100.00% 100.00% 100.00%
Sonaegest - Soc.Gest.Fundos Investimentos, SA a) Maia (Portugal) 100.00% 94.00% 100.00% 90.00%
Sonvecap, BV a) Amsterdam
(Netherlands)
100.00% 100.00% 100.00% 100.00%
12) Tlantic, BV a) Amsterdam
(Netherlands)
70.71% 70.71% 70.71% 70.71%
12) Tlantic Portugal - Sistemas de Informação, SA a) Maia (Portugal) 100.00% 70.71% 100.00% 70.71%
12) Tlantic Sistemas de Informação, Ltda a) Porto Alegre (Brazil) 100.00% 70.71% 100.00% 70.71%

*the percentage of capital held "Total" is the total percentage of interest held by the parent company's shareholders; the percentage of capital held "Direct" corresponds to the percentage that subsidiary(s) which hold(s) a participation, hold(s) this participation directly in the share capital of that company.

a) Controlo Control held by majority of voting rights which gives power of relevant activities;

b) Control held by majority of Board members;

1) Company acquired in the period;

2) Company created in the period;

3) In 2017, an agreement was signed for the combination of Sport Zone with JD Sprinter Holdings that completion in January 2018 and this subsidiary was consolidated by the equity method, given the loss of control (Notes 3 and 4.1);

  • 4) Former Sonaecom Sistemas de Información España, SL;
  • 5) Former SFS Serviços de Gestão e Marketing, SA;
  • 6) Following the gain of control of Sonae Sierra, SGPS, SA, these companies change from joint ventures to subsidiaries and are being consolidated by the full consolidation method (Note 4.3);
  • 7) Former Sonae MC Modelo Continente SGPS, SA
  • 8) Former Sonae Center Serviços II, SA;
  • 9) Former Sonae Investimentos, SGPS, SA;
  • 10) Former ZYEvolution- Invest.Desenvol., SA;
  • 11) Former Sonae- Shared Service Center, SA;
  • 12) Disposal on 26 September 2018.

These entities are consolidated using the full consolidation method.

32 J O I N T V E N T U R E S A N D A S S O C I A T E D C O M P A N I E S I N C L U D E D I N T H E C O N S O L I D A T E D F I N A N C I A L S T A T E M E N T

Joint ventures and associates, their head offices and percentage of share capital held by Sonae as at 30 September 2018 and 31 December 2017 are as follows:

32.1 Joint Ventures

Percentage of capital held
30 Sep 2018 31 Dec 2017
COMPANY Head Office Direct* Total* Direct* Total*
Sonae MC
Sohi Meat Solutions- Distribuição de Carnes, SA Santarém (Portugal) 50.00% 50.00% 50.00% 50,00%
Sonae Sierra
1) 3shoppings - Holding, SGPS, SA Maia (Portugal) 20.00% 14.00% 20.00% 10.00%
1) 8ª Avenida Centro Comercial, SA Maia (Portugal) 100.00% 15.75% 100.00% 11.25%
Aegean Park Constructions Real Estate and Development, SA Athens (Greece) 100.00% 35.00% 100.00% 25.00%
1) ALBCC – Albufeirashopping – Centro Comercial, SA Maia (Portugal) 100.00% 15.75% 100.00% 11.25%
1) ALBRP Albufeira Retail Park, Lda Maia (Portugal) 100.00% 7.00% 100.00% 5.00%
1) Albufeira RP (Luxembourg) 1, Sarl Luxembourg 100.00% 7.00% 100.00% 5.00%
1) Albufeira RP (Luxembourg) 2, Sarl Luxembourg 100.00% 7.00% 100.00% 5.00%
1) ALEXA Asset GmbH & Co, KG Dusseldorf (Germany) 9.00% 6.30% 9.00% 4.50%
2) ALEXA Holding GmbH Dusseldorf (Germany) - - 100.00% 50.00%
2) ALEXA Shopping Centre GmbH Dusseldorf (Germany) - - 100.00% 50.00%
1) Algarveshopping - Centro Comercial, SA Maia (Portugal) 100.00% 7.00% 100.00% 5.00%
1) Area Sur Shopping, S.L Madrid (Spain) 15.00% 10.50% 15.00% 7.50%
3) ARP Alverca Retail Park, SA Maia (Portugal) 100.00% 70.00% 100.00% 50.00%
4) Arrábidashopping - Centro Comercial, SA Maia (Portugal) 50.00% 17.54% 100.00% 12.53%
3) Axnae Spain Holdings, S.L. Madrid (Spain) 100.00% 70.00% 100.00% 50.00%
1) Candotal Spain S,L,U, Madrid (Spain) 100.00% 7.00% 100.00% 5.00%
3) Cascaishopping - Centro Comercial, SA Maia (Portugal) 100.00% 40.07% 100.00% 28.62%
3) CCCB Caldas da Rainha - Centro Comercial, SA Maia (Portugal) 100.00% 70.00% 100.00% 50.00%
Centro Colombo - Centro Comercial, SA Maia (Portugal) 100.00% 17.54% 100.00% 12.53%
Centro Vasco da Gama - Centro Comercial, SA Maia (Portugal) 100.00% 17.54% 50.00% 12.53%
3) Coimbrashopping - Centro Comercial, SA Maia (Portugal) 100.00% 35.07% 100.00% 25.05%
DOC Malaga Holdings S.L. Madrid (Spain) 50.00% 17.54% 50.00% 12.53%
DOC Malaga SITECO S.L.U. Madrid (Spain) 100.00% 17.54% 100.00% 12.53%
3) Dos Mares - Shopping Centre, BV Amsterdam
(Netherlands)
100.00% 35.07% 100.00% 25.05%
3) Dos Mares - Shopping Centre, SA Madrid (Spain) 100.00% 35.07% 100.00% 25.05%
1) Estação Viana - Centro Comercial, SA Viana do Castelo
(Portugal)
100.00% 7.00% 100.00% 5.00%
Freccia Rossa - Shopping Centre, Srl Milan (Italy) 50.00% 35.00% 50.00% 25.00%
Fundo de Investimento Imobiliário Parque Dom Pedro
Shopping Center
Rio de Janeiro (Brazil) 58.07% 14.48% 50.00% 10.34%
Fundo de Investimento Imobiliário Shopping Parque Dom
Pedro
Rio de Janeiro (Brazil) 87.61% 22.09% 87.61% 15.78%
4) Gaiashopping I - Centro Comercial, SA Maia (Portugal) 50.00% 17.54% 100.00% 12.53%
4) Gaiashopping II - Centro Comercial, SA Maia (Portugal) 100.00% 17.54% 100.00% 12.53%
3) Gli Orsi Shopping Centre 1, Srl Milan (Italy) 100.00% 70.00% 100.00% 50.00%
1) Guimarãeshopping - Centro Comercial, SA Maia (Portugal) 100.00% 14.00% 100.00% 10.00%
Harvey Dos Iberica, SL Madrid (Spain) 50.00% 17.54% 50.00% 12.53%
1) Haciarriba – Projetos, negócios e Promoções, SA Maia (Portugal) 100.00% 2.63% 100.00% 1.88%
Iberian Assets, SA Madrid (Spain) 50.00% 17.54% 50.00% 12.53%
1) Iberia Shopping Centre Venture Cooperatief UA Amsterdam
(Netherlands)
10.00% 7.00% 10.00% 5.00%
3) Iberian Holdings Spain, S.L. Madrid (Spain) 100.00% 70.00% 100.00% 50.00%
1) Imoconti – Sociedade Imobiliária, SA Maia (Portugal) 100.00% 7.00% 100.00% 5.00%
3) Ioannina Development of Shopping Centres, SA Athens (Greece) 100.00% 70.00% 100.00% 50.00%
3) Land Retail, BV Amsterdam
(Netherlands)
100.00% 40.07% 100.00% 32.19%
Larissa Development of Shopping Centres, SA Athens (Greece) 100.00% 35.00% 100.00% 25.00%
1) LCC – Leiriashopping – Centro Comercial, SA Maia (Portugal) 100.00% 15.75% 100.00% 11.25%
1) Le Terrazze – Shopping Centre 1, Srl Milan (Italy) 10.00% 7.00% 10.00% 5.00%
1) Loop5 Shopping Centre GmbH & Co KG Dusseldorf (Germany) 9.00% 6.30% 9.00% 4.50%
1) Loureshopping – Centro Comercial, SA Maia (Portugal) 50.00% 7.88% 50.00% 5.63%
2) Luz del Tajo, BV in liquidation Amsterdam
(Netherlands)
- - 100.00% 25.05%
1) Luz del Tajo - Centro Comercial, SA Madrid (Spain) 100.00% 7.00% 100.00% 5.00%
Madeirashopping - Centro Comercial, SA Funchal (Portugal) 50.00% 17.54% 50.00% 12.53%
1) Maiashopping - Centro Comercial, SA Maia (Portugal) 100.00% 14.00% 100.00% 10.00%
3) Microcom Doi, Srl Bucharest (Romania) 100.00% 70.00% 100.00% 50.00%
Norte Shopping Retail and Leisure Centre, BV Amsterdam
(Netherlands)
50.00% 17.54% 50.00% 12.53%
Norteshopping - Centro Comercial, SA Maia (Portugal) 100.00% 17.54% 100.00% 12.53%
1) Olimpo Asset 1, S.A. Maia (Portugal) 100.00% 2.63% 100.00% 1.88%
1) Olimpo Asset 2, S.A. Maia (Portugal) 100.00% 2.63% 100.00% 1.88%
1) Olimpo Real Estate Socimi, SA Madrid (Spain) 3.75% 2.63% 3.75% 1.88%
Pantheon Plaza BV Amsterdam
(Netherlands)
50.00% 35.00% 50.00% 25.00%
3) Paracentro - Gestão de Galerias Comerciais, SA Maia (Portugal) 100.00% 70.00% 100.00% 50.00%
Park Avenue Developement of Shopping Centers, SA Athens (Greece) 50.00% 35.00% 50.00% 25.00%
Parklake Shopping, SA Bucharest (Romania) 50.00% 35.00% 50.00% 25.00%
5) Parklake Business Centre SRL Bucharest (Romania) 100.00% 35.00% - -
Parque Atlântico Shopping - Centro Comercial SA Ponta Delgada (Portugal) 50.00% 17.54% 50.00% 12.53%
Parque D. Pedro 1, BV Sarl Luxembourg 100.00% 35.00% 100.00% 25.00%
3) Parque de Famalicão - Empreendimentos Imobiliários, SA Maia (Portugal) 100.00% 70.00% 100.00% 50.00%
Pátio Boavista Shopping, Ltda São Paulo (Brazil) 100.00% 23.33% 100.00% 16.66%
6) Pátio Goiânia Shopping, Ltda São Paulo (Brazil) - - 100.00% 16.66%
Pátio Londrina Empreendimentos e Participações, Ltda São Paulo (Brazil) 100.00% 23.33% 100.00% 16.66%
Pátio São Bernardo Shopping Ltda São Paulo (Brazil) 100.00% 23.33% 100.00% 16.66%
Pátio Sertório Shopping, Ltda Manaus (Brazil) 100.00% 23.33% 100.00% 16.66%
Pátio Uberlândia Shopping, Ltda São Paulo (Brazil) 100.00% 23.33% 100.00% 16.66%
3) Plaza Eboli - Centro Comercial, SA Madrid (Spain) 100.00% 70.00% 100.00% 50.00%
3) Plaza Mayor Parque de Ócio, BV Amsterdam
(Netherlands)
100.00% 35.07% 100.00% 25.05%
3) Plaza Mayor Parque de Ócio, SA Madrid (Spain) 100.00% 35.07% 100.00% 25.05%
3) Plaza Mayor Shopping, BV Amsterdam
(Netherlands)
100.00% 35.07% 100.00% 25.05%
3) Plaza Mayor Shopping, SA Madrid (Spain) 100.00% 35.07% 100.00% 25.05%
Plenerg Srl Bucharest (Romania) 50.00% 35.00% 50.00% 25.00%
1) PORTCC – Portimãoshopping – Centro Comercial, SA Maia (Portugal) 100.00% 15.75% 100.00% 11.25%
1) Portitail – Investimentos Imobiliários, S.A Maia (Portugal) 100.00% 2.63% 100.00% 1.88%
1) Project Guia, SA Maia (Portugal) 100.00% 7.00% 100.00% 5.00%
3) Project Sierra 10 BV Amsterdam
(Netherlands)
100.00% 70.00% 100.00% 50.00%
3) Project Sierra 11 BV Amsterdam
(Netherlands)
100.00% 70.00% 100.00% 50.00%
3) Project Sierra 12 BV Amsterdam
(Netherlands)
100.00% 70.00% 100.00% 50.00%
3) Project Sierra 2, BV Amsterdam
(Netherlands)
100.00% 70.00% 100.00% 50.00%
1) Project Sierra 8, BV Amsterdam
(Netherlands)
100.00% 7.00% 100.00% 5.00%
3) Project Sierra Cúcuta, BV Amsterdam
(Netherlands)
100.00% 70.00% 100.00% 50.00%
3) Project Sierra Four, SA Bucharest (Romania) 100.00% 70.00% 100.00% 50.00%
3) Project Sierra Germany 4 (four), Shopping Centre, GmbH Dusseldorf (Germany) 100.00% 70.00% 100.00% 50.00%
3) Project Sierra Spain 1, BV Amsterdam
(Netherlands)
100.00% 70.00% 100.00% 50.00%
3) Project Sierra Spain 2 - Centro Comercial, SA Madrid (Spain) 100.00% 70.00% 100.00% 50.00%
Proyecto Cúcuta S.A.S Santiago de Cali
(Colombia)
50.00% 35.00% 50.00% 25.00%
5) PUD Srl Parma (Italy) 50.00% 35.00% - -
1) Rio Sul – Centro Comercial, SA Lisbon (Portugal) 50.00% 7.88% 50.00% 5.63%
3) River Plaza BV Amsterdam
(Netherlands)
100.00% 70.00% 100.00% 50.00%
3) River Plaza Mall, Srl Bucharest (Romania) 100.00% 70.00% 100.00% 50.00%
SC Aegean, BV Amsterdam
(Netherlands)
50.00% 35.00% 50.00% 25.00%
1) Serra Shopping – Centro Comercial, SA Lisbon (Portugal) 5.00% 3.50% 50.00% 5.63%
Shopping Centre Colombo Holding, BV Amsterdam
(Netherlands)
50.00% 17.54% 50.00% 12.53%
3) Shopping Centre Parque Principado, BV Amsterdam
(Netherlands)
100.00% 35.07% 100.00% 25.05%
2) Sierra Asia Limited Hong Kong - - 100.00% 50.00%
3) Sierra Berlin Holding BV Amsterdam
(Netherlands)
100.00% 70.00% 100.00% 50.00%
Sierra Brazil 1, BV Amsterdam
(Netherlands)
100.00% 35.00% 100.00% 25.00%
Sierra Central, S.A.S. Santiago de Cali
(Colombia)
50.00% 35.00% 50.00% 25.00%
1) Sierra Cevital Shopping Center, Spa Algeria 49.00 % 34.30% 49.00 % 24.50%
2) Sierra Core Assets Holdings, BV Amsterdam
(Netherlands)
- - 50.00% 25.05%
3) Sierra Developments Holding, BV Amsterdam
(Netherlands)
100.00% 70.00% 100.00% 50.00%
3) Sierra Developments, SGPS, SA Maia (Portugal) 100.00% 70.00% 100.00% 50.00%
3) Sierra European Retail Real Estate Assets Holdings, BV Amsterdam
(Netherlands)
50.10% 35.07% 50.10% 25.05%
3) Sierra Germany GmbH Dusseldorf (Germany) 100.00% 70.00% 100.00% 50.00%
3) Sierra GP, Limited Guernesey (U.K.) 100.00% 70.00% 100.00% 50.00%
7) Sierra Greece, SA Athens (Greece) - - 100.00% 50.00%
Sierra Investimentos Brasil Ltda São Paulo (Brazil) 100.00% 23.33% 100.00% 16.66%
3) Sierra Investments (Holland) 1, BV Amsterdam
(Netherlands)
100.00% 70.00% 100.00% 50.00%
3) Sierra Investments (Holland) 2, BV Amsterdam
(Netherlands)
100.00% 70.00% 100.00% 50.00%
3) Sierra Investments Holding, BV Amsterdam
(Netherlands)
100.00% 70.00% 100.00% 50.00%
3) Sierra Investments SGPS, SA Maia (Portugal) 100.00% 70.00% 100.00% 50.00%
3) Sierra Italy, Srl Milan (Italy) 100.00% 70.00% 100.00% 50.00%
3) Sierra Management, SGPS, SA Maia (Portugal) 100.00% 70.00% 100.00% 50.00%
3) Sierra Maroc, SARL Casablanca (Morocco) 100.00% 70.00% 100.00% 50.00%
3) Sierra Maroc Services, SARL Casablanca (Morocco) 100.00% 70.00% 100.00% 50.00%
3) Sierra Parma Project BV Amsterdam
(Netherlands)
100.00% 70.00% 100.00% 50.00%
3) Sierra Portugal, SA Lisbon (Portugal) 100.00% 70.00% 100.00% 50.00%
3) Sierra Project Nürnberg BV Amsterdam
(Netherlands)
100.00% 70.00% 100.00% 50.00%
3) Sierra Real Estate Greece BV Amsterdam
(Netherlands)
100.00% 70.00% 100.00% 50.00%
3) Sierra Retail Ventures BV Amsterdam
(Netherlands)
100.00% 70.00% 100.00% 50.00%
3) Sierra Romania Shopping Centers Services, SRL Bucharest (Romania) 100.00% 70.00% 100.00% 50.00%
3) Sierra Services Holland BV Amsterdam
(Netherlands)
100.00% 70.00% 100.00% 50.00%
3) Sierra Solingen Holding GmbH Dusseldorf (Germany) 100.00% 70.00% 100.00% 50.00%
3) Sierra Spain Malaga Holdings, S.L. Madrid (Spain) 100.00% 70.00% 100.00% 50.00%
3) Sierra Spain – Shopping Centers Services, SA Madrid (Spain) 100.00% 70.00% 100.00% 50.00%
3) Sierra Turkey Gayrimenkul Yönetim Pazarlama ve Danışmanlık
Anonim Şirket
Istanbul (Turkey) 100.00% 70.00% 100.00% 50.00%
3) Sierra Zenata Project B.V. Amsterdam
(Netherlands)
100.00% 70.00% 100.00% 50.00%
Solingen Shopping Center GmbH Dusseldorf (Germany) 50.00% 35.00% 50.00% 25.00%
Sonae Sierra Brasil, SA São Paulo (Brazil) 66.65% 23.33% 66.65% 16.66%
Sonae Sierra Brazil, BV Sarl Luxembourg 50.00% 35.00% 50.00% 25.00%
3) Sonae Sierra, SGPS, SA Maia (Portugal) 70.00% 70.00% 50.00% 50.00%
3) SPF - Sierra Portugal S.à r.l. Luxembourg 100.00% 70.00% 100.00% 50.00%
1) SPF - Sierra Portugal Real Estate, Sarl Luxembourg 22.50% 15.75% 22.50% 11.25%
Unishopping Consultoria Imobiliária, Ltda São Paulo (Brazil) 100.00% 23.32% 100.00% 16.66%
VdG Holding BV Amsterdam
(Netherlands)
50.00% 17.54% 50.00% 12.53%
Via Catarina - Centro Comercial, SA Maia (Portugal) 50.00% 17.54% 50.00% 12.53%
3) Weiterstadt Shopping BV Amsterdam
(Netherlands)
100.00% 70.00% 100.00% 50.00%
1) Zenata Commercial Project, SA Mohammedia (Morocco) 11.00% 7.7% 11.00% 5.5%

ZOPT (NOS)

Big Picture 2 Films, SA Oeiras (Portugal) 20.00% 4.69% 20.00% 4.69%
Big Picture Films, SL Madrid (Spain) 100.00% 4.69% 100.00% 4.69%
Canal 20 TV, SA Madrid (Spain) 50.00% 11.73% 50.00% 11.73%
Dreamia Holding BV Amsterdam
(Netherlands)
50.00% 11.73% 50.00% 11.73%
Dreamia Serviços de Televisão, SA Lisbon (Portugal) 100.00% 11.73% 100.00% 11.73%
Empracine – Empresa Promotora de Atividades
Cinematográficas, Lda
Lisbon (Portugal) 100.00% 23.46% 100.00% 23.46%
FINSTAR – Sociedade de Investimentos e Participações, SA Luanda (Angola) 30.00% 7.04% 30.00% 7.04%
Lusomundo – Sociedade de investimentos imobiliários, SGPS,
SA
Lisbon (Portugal) 99.87% 23.43% 99.87% 23.43%
Lusomundo Imobiliária 2, SA Lisbon (Portugal) 99.87% 23.43% 99.87% 23.43%
Lusomundo Moçambique, Lda Maputo (Mozambique) 100.00% 23.46% 100.00% 23.46%
MSTAR, SA Maputo (Mozambique) 30.00% 7.04% 30.00% 7.04%
NOS Açores Comunicações, SA Ponta Delgada (Portugal) 83.82% 19.66% 83.82% 19.66%
NOS Communications Sàrl Luxembourg 100.00% 23.46% 100.00% 23.46%
NOS Comunicações, SA Lisbon (Portugal) 100.00% 23.46% 100.00% 23.46%
NOS Inovação, SA Matosinhos (Portugal) 100.00% 23.46% 100.00% 23.46%
NOS Internacional SGPS, SA Lisbon (Portugal) 100.00% 23.46% 100.00% 23.46%
NOS Lusomundo Audiovisuais, SA Lisbon (Portugal) 100.00% 23.46% 100.00% 23.46%
NOS Lusomundo Cinemas, SA Lisbon (Portugal) 100.00% 23.46% 100.00% 23.46%
NOS Lusomundo TV, Lda Lisbon (Portugal) 100.00% 23.46% 100.00% 23.46%
NOS Madeira Comunicações, SA Funchal (Portugal) 77.95% 18.29% 77.95% 18.29%
NOS SGPS, SA Lisbon (Portugal) 52.15% 23.46% 52.15% 23.46%
NOS Sistemas España, SL Madrid (Espanha) 100.00% 23.46% 100.00% 23.46%
NOS Sistemas, SA Madrid (Spain) 100.00% 23.46% 100.00% 23.46%
NOSPUB – Publicidade e Conteúdos, SA Lisbon (Portugal) 100.00% 23.46% 100.00% 23.46%
NOS Tecnology – Concepção Construção e Gestão de Redes
de Comunicação, SA
Matosinhos (Portugal) 100.00% 23.46% 100.00% 23.46%
NOS Towering – Gestão de Torres de Telecomunicações, SA Maia (Portugal) 100.00% 23.46% 100.00% 23.46%
Per-Mar – Sociedade de Construções, SA Maia (Portugal) 100.00% 23.46% 100.00% 23.46%
Sontária – Empreendimentos Imobiliários, SA Maia (Portugal) 100.00% 23.46% 100.00% 23.46%
Sport TV Portugal, SA Lisbon (Portugal) 25.00% 5.86% 25.00% 5.86%
Teliz Holding, BV Amstelveen
(Netherlands)
100.00% 23.46% 100.00% 23.46%
Upstar Comunicações, SA Vendas Novas (Portugal) 30.00% 7.04% 30.00% 7.04%
ZAP Cinemas, SA Luanda (Angola) 100.00% 7.04% 100.00% 7.04%
ZAP Media, SA Luanda (Angola) 100.00% 7.04% 100.00% 7.04%
ZAP Publishing, SA Luanda (Angola) 100.00% 7.04% 100.00% 7.04%
ZOPT, SGPS, SA Porto (Portugal) 50.00% 44.99% 50.00% 44.99%
Sonae IM
Intelligent Big Data, SL Gipuzcoa (Spain) 50.00% 44.99% 50.00% 44.99%
Sonae FS
Accive Insurance – Corretor de Seguros, SA Porto (Portugal) 70.00% 35.00% 70.00% 35.00%
Brokerslink Management AG Zug (Switzerland) 20.00% 10.00% 20.00% 10.00%
BUZZEE Insure, Lda Porto (Portugal) 100.00% 50.00% 100.00% 50.00%
Filhet Allard EspañaCorreduria de Seguros S.L. Madrid (Spain) 35.00% 17.50% 35.00% 17.50%
Flexben, Lda Porto (Portugal) 45.00% 22.50% 45.00% 22.50%
Herco Consultoria de Risco e Corretora de Seguros, Ltda Santa Catarina (Brazil) 100.00% 50.00% 100.00% 50.00%
Herco, Consultoria de Risco, SA Maia (Portugal) 100.00% 50.00% 100.00% 50.00%
HighDome PCC Limited La Valletta (Malta) 100.00% 50.00% 100.00% 50.00%
Iberosegur – Sociedade Ibérica de Mediação de Seguros, Lda Porto (Portugal) 60.00% 30.00% 60.00% 30.00%
8) ISEM – Corretora de seguros e resseguros, SA Lisbon (Portugal) 50.00% 25.00% - -
Larim Corretora de Resseguros Ltda Rio de Janeiro (Brazil) 99.99% 50.00% 99.99% 50.00%
Lazam/mds Correctora Ltda São Paulo (Brazil) 100.00% 50.00% 100.00% 50.00%
MDS África, SGPS, SA Porto (Portugal) 50.00% 25.00% 50.00% 25.00%
MDS - Corretor de Seguros, SA Porto (Portugal) 100.00% 50.00% 100.00% 50.00%
MDS Auto - Mediação de Seguros, SA Porto (Portugal) 50.00% 25.00% 50.00% 25.00%
5) MDS Link Solutions, Lda Porto (Portugal) 50.00% 25.00% - -
MDS Malta Holding Limited La Valletta (Malta) 100.00% 50.00% 100.00% 50.00%
8) MDS MG Corretora e Administradora de Seguros, Ltda Minas Gerais (Brazil) 50.00% 25.00% - -
MDS Partners Corretor de Seguros, SA Porto (Portugal) 100.00% 50.00% 100.00% 50.00%
MDS RE – Mediador de resseguros, SGPS, SA Porto (Portugal) 100.00% 25.00% 100.00% 25.00%
MDS, SGPS, SA Maia (Portugal) 50.00% 50.00% 50.00% 50.00%
5) Moneris Correctores de Seguros Limitada Maputo (Mozambique) 50.00% 50.00% - -
Moneris Seguros - Mediação de Seguros, Lda Oeiras (Portugal) 60.00% 30.00% 60.00% 30.00%
8) Reinsurance Solutions, Soc. Corretora de Resseguros, SA Luanda (Angola) 50.00% 33.33% - -
Others
5) MKTPLACE – Comércio Eletrónico, SA Porto (Portugal) 50.00% 50.00% - -
Unipress - Centro Gráfico, Lda Vila Nova de Gaia
(Portugal)
50.00% 44.99% 50.00% 44.99%
SIRS – Sociedade Independente de Radiodifusão Sonora, SA Porto (Portugal) 50.00% 44.99% 50.00% 44.99%

*the percentage of capital held "Total" is the total percentage of interest held by the parent company's shareholders; the percentage of capital held "Direct" corresponds to the percentage that subsidiary(s) which hold(s) a participation, hold(s) this participation directly in the share capital of that company

  • 1) With the acquisition of control of Sonae Sierra, SGPS, SA, these companies went from joint ventures to associates (Notes 4.3, 10.1, 10.2.2 and 10.3);
  • 2) Company liquidated during the period;
  • 3) With the acquisition of control of Sonae Sierra, SGPS, SA, these companies went from joint ventures to subsidiaries, and consolidated by the full consolidation method (Note 4.3);
  • 4) The part jointly controlled by the Sierra Portugal Fund (SPF) is now in associated companies;
  • 5) Company constituted in the period;
  • 6) Company extinguished by merger at the subsidiary Sierra Investimentos Brasil Ltda
  • 7) Company merges at Ioannina Development of Shopping Centers, SA in 2017;
  • 8) Company acquired in the period.

32.2 Associated companies

Percentage of capital held
30 Sep 2018 31 Dec 2017
COMPANY Head Office Direct* Total* Direct* Total*
Sonae MC
Sempre a Postos – Produtos Alimentares e Utilidades, Lda Lisbon
(Portugal)
25.00% 25.00% 25.00% 25.00%
Sonae S2 Africa Limited La Valletta
(Malta)
30.00% 30.00% 30.00% 30.00%
S2 Mozambique, SA Maputo
(Mozambique)
30.00% 30.00% 30.00% 30.00%
Ulabox, S.L. Barcelona
(Spain)
36.00% 36.00% 41.89% 41.89%
Sonae IM
1) Armilar Venture Partners - Sociedade de Capital de Risco,
SA
Lisbon
(Portugal)
- - 35.00% 31.49%
Fundo de Capital de Risco Armilar Venture Partners II Lisbon
(Portugal)
50.74% 45.65% 50.74% 45.65%
Fundo de Capital de Risco Armilar Venture Partners III Lisbon
(Portugal)
42.64% 38.36% 42.64% 38.36%
Fundo de Capital de Risco Espirito Santo Ventures Inovação
e Internacionalização
Lisbon
(Portugal)
37.54% 33.77% 37.54% 33.77%
MOVVO, SA Porto
(Portugal)
25.58% 25.58% 25.58% 25.58%
Probe.ly Lisbon
(Portugal)
22.88% 20.58% 22.88% 20.58%
Secucloud Network GmbH Hamburg
(Germany)
27.45% 24.70% 27.45% 24.70%
2) ISRG - Iberian Sports Retail Group, SL Alicante
(Spain)
33.33% 33.33% - -
Sonae Sierra
3) 3shoppings - Holding, SGPS, SA Maia
(Portugal)
20.00% 14.00% 20.00% 10.00%
3) 8ª Avenida Centro Comercial, SA Maia
(Portugal)
100.00% 15.75% 100.00% 11.25%
3) ALBRP Albufeira Retail Park, Lda Maia
(Portugal)
100.00% 7.00% 100.00% 5.00%
3) ALBCC – Albufeirashopping – Centro Comercial, SA Maia
(Portugal)
100.00% 15.75% 100.00% 11.25%
3) ALEXA Asset GmbH & Co, KG Dusseldorf
(Germany)
9.00% 6.30% 9.00% 4.50%
3) Algarveshopping - Centro Comercial, SA Maia
(Portugal)
100.00% 7.00% 100.00% 5.00%
3) Albufeira RP (Luxembourg) 1, Sarl Luxembourg 100.00% 7.00% 100.00% 5.00%
3) Albufeira RP (Luxembourg) 2, Sarl Luxembourg 100.00% 7.00% 100.00% 5.00%
3) Area Sur Shopping, S.L Madrid
(Spain)
15.00% 10.50% 15.00% 7.50%
4) Arrábidashopping - Centro Comercial, SA Maia
(Portugal)
50.00% 7.88% 100.00% 12.53%
3) Candotal Spain S,L,U, Madrid
(Spain)
100.00% 7.00% 100.00% 5.00%
3) Estação Viana - Centro Comercial, SA Viana do
Castelo
(Portugal)
100.00% 7.00% 100.00% 5.00%
4) Gaiashopping I - Centro Comercial, SA Maia
(Portugal)
50.00% 7.88% 100.00% 12.53%
4) Gaiashopping II - Centro Comercial, SA Maia
(Portugal)
100.00% 7.88% 100.00% 12.53%
3) Guimarãeshopping - Centro Comercial, SA Maia
(Portugal)
100.00% 14.00% 100.00% 10.00%
3) Haciarriba – Projetos, negócios e Promoções, SA Maia
(Portugal)
100.00% 2.63% 100.00% 1.88%
3) Iberia Shopping Centre Venture Cooperatief UA Amsterdam
(Netherlands)
10.00% 7.00% 10.00% 5.00%
3) Imoconti – Sociedade Imobiliária, SA Maia
(Portugal)
100.00% 7.00% 100.00% 5.00%
3) LCC – Leiriashopping – Centro Comercial, SA Maia
(Portugal)
100.00% 15.75% 100.00% 11.25%
3) Le Terrazze – Shopping Centre 1, Srl Milan (Italy) 10.00% 7.00% 10.00% 5.00%
3) Loop5 Shopping Centre GmbH & Co KG Dusseldorf
(Germany)
9.00% 6.30% 9.00% 4.50%
3) Loureshopping – Centro Comercial, SA Maia
(Portugal)
50.00% 7.88% 50.00% 5.63%
3) Luz del Tajo - Centro Comercial, SA Madrid
(Spain)
100.00% 7.00% 100.00% 5.00%
3) Maiashopping - Centro Comercial, SA Maia
(Portugal)
100.00% 14.00% 100.00% 10.00%
3) Olimpo Asset 1, S.A. Maia
(Portugal)
100.00% 2.63% 100.00% 1.88%
3) Olimpo Asset 2, S.A. Maia
(Portugal)
100.00% 2.63% 100.00% 1.88%
5) Olimpo Asset 5, S.A. Maia
(Portugal)
100.00% 2.63% - -
5) Olimpo Asset 6, S.A. Maia
(Portugal)
100.00% 2.63% - -
5) Olimpo Asset 7, S.A. Maia
(Portugal)
100.00% 2.63% - -
5) Olimpo Asset 8, S.A. Maia
(Portugal)
100.00% 2.63% - -
3) Olimpo Real Estate Socimi, SA Madrid
(Spain)
3.75% 2.63% 3.75% 1.88%
3) PORTCC – Portimãoshopping – Centro Comercial, SA Maia
(Portugal)
100.00% 15.75% 100.00% 11.25%
3) Portitail – Investimentos Imobiliários, S.A Maia
(Portugal)
100.00% 2.63% 100.00% 1.88%
3) Project Guia, SA Maia
(Portugal)
100.00% 7.00% 100.00% 5.00%
3) Project Sierra 8, BV Amsterdam
(Netherlands)
100.00% 7.00% 100.00% 5.00%
3) Rio Sul – Centro Comercial, SA Lisbon
(Portugal)
50.00% 7.88% 50.00% 5.63%
3) Serra Shopping – Centro Comercial, SA Lisbon
(Portugal)
5.00% 3.50% 50.00% 5.63%
3) Sierra Cevital Shopping Center, Spa Algeria 49.00 % 34.30% 49.00 % 24.50%
3) SPF - Sierra Portugal Real Estate, Sarl Luxembourg 22.50% 15.75% 22.50% 11.25%
3) Zenata Commercial Project, SA Mohammedia
(Morocco)
11.00% 7.7% 11.00% 5.5%

Others

APOR – Agência para a Modernização do Porto, S.A. Porto 22.75% 22.75% 22.75% 22.75%
(Portugal)

*the percentage of capital held "Total" is the total percentage of interest held by the parent company's shareholders; the percentage of capital held "Direct" corresponds to the percentage that subsidiary(s) which hold(s) a participation, hold(s) this participation directly in the share capital of that company.

  • 1) In June the fund participation was sold;
  • 2) In 2017, an agreement was signed for the combination of Sport Zone with JD Sprinter Holdings with completion in January 2018. Given the loss of control, this subsidiary is now consolidated by the equity method (Notes 3.2 and 4);
  • 3) Following the gain of control of Sonae Sierra, SGPS, SA, these companies changed from joint ventures to associates (Notes 4.3, 10.1, 10.2.2 and 10.3);
  • 4) Following the gain of control of Sonae Sierra, SGPS, SA, the part jointly controlled by the Sierra Portugal Fund (SPF) is now in associates;
  • 5) Associate acquired.

Jointly controlled companies and associated companies were included in the consolidated financial statements by the equity method.

The Board of Directors

Duarte Paulo Teixeira de Azevedo

Ângelo Gabriel Ribeirinho dos Santos Paupério

José Manuel Neves Adelino

Andrew Eustace Clavering Campbell

Christine Cross

Tsega Gebreyes

Marcelo Faria de Lima

Margaret Lorraine Trainer

Condensed separate financial statements

CONDENSED SEPARATE STATEMENT OF FINANCIAL POSITION AT 30 SEPTEMBER 2018 AND 2017 AND AT 31 DECEMBER 2017

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

(Amounts expressed in euro) Notes 30 Sep 2018 30 Sep 2017 31 Dec 2017
ASSETS
NON-CURRENT ASSETS:
Tangible assets 51,873 76,435 68,906
Intangible assets - 27 20
Investments in subsidiaries, associates and joint ventures 4 4,271,720,252 3,806,520,407 3,824,883,407
Other investments 5 49,880 49,880 49,880
Deferred taxes 21,052,110 13,012,067 7,755,724
Other non-current assets 6 26,000,000 173,092,867 110,649,867
Total non-current assets 4,318,874,115 3,992,751,683 3,943,407,804
CURRENT ASSETS:
Trade accounts receivable and other current assets 7 454,323,370 83,689,785 44,824,180
Cash and cash equivalents 8 59,532,802 442,933 170,739
Total current assets 513,856,172 84,132,718 44,994,919
TOTAL ASSETS 4,832,730,287 4,076,884,401 3,988,402,723
EQUITY AND LIABILITIES
EQUITY:
Share capital 9 2,000,000,000 2,000,000,000 2,000,000,000
Reserves and retained earnings 1,400,480,105 1,391,234,936 1,391,353,911
Profit for the period 196,249,651 51,003,334 93,223,270
TOTAL EQUITY 3,596,729,756 3,442,238,270 3,484,577,181
LIABILITIES:
NON-CURRENT LIABILITIES:
Loans 10 443,805,279 325,878,953 374,741,901
Total non-current liabilities 443,805,279 325,878,953 374,741,901
CURRENT LIABILITIES:
Loans 10 198,800,000 105,539,029 36,390,000
Trade creditors and other current liabilities 11 593,395,252 203,228,149 92,693,641
Total current liabilities 792,195,252 308,767,178 129,083,641
TOTAL EQUITY AND LIABILITIES 4,832,730,287 4,076,884,401 3,988,402,723

CONDENSED SEPARATE STATEMENTS OF COMPREHENSIVE INCOME FOR THE PERIODS ENDED 30 SEPTEMBER 2018 AND 2017

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

(Amounts expressed in euro) Notes rd Quarter 2018
3
rd Quarter 2017
3
30 Sep 2018 30 Sep 2017
Services rendered 130,767 119,915 392,300 359,746
Gains or losses on investments 14 167,126,676 - 194,425,971 56,321,523
Financial income 516,289 796,518 1,470,244 2,456,011
Other income 418,687 228,916 1,221,595 1,219,827
External supplies and services (747,147) (608,334) (2,712,772) (2,373,577)
Staff costs (673,456) (423,010) (1,556,408) (1,478,260)
Depreciation and amortisation (4,456) (8,679) (17,167) (24,419)
Financial expense (1,773,319) (1,940,849) (4,911,076) (5,437,528)
Other expenses (153,958) (192,205) (581,621) (481,183)
Profit/(Loss) before taxation 164,840,083 (2,027,728) 187,731,066 50,562,140
Taxation 2,119,446 449,170 8,518,585 441,194
Profit/(Loss) after taxation 166,959,529 (1,578,558) 196,249,651 51,003,334
Profit/(Loss) per share
Basic 15 0.083480 (0.000789) 0.098125 0.025502
Diluted 15 0.083449 (0.000791) 0.098090 0.025495

CONDENSED INDIVIDUAL STATEMENTS OF COMPREHENSIVE INCOME FOR THE PERIODS ENDED 30 SEPTEMBER 2018 AND 2017

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

(Amounts expressed in euro) rd Quarter 2018
3
3rd Quarter 2017 30 Sep 2018 30 Sep 2017
Net Profit / (Loss) for the period
Other comprehensive income for the period
166,959,529
-
(1,578,558)
-
196,249,651
-
51,003,334
-
Total comprehensive income for the period 166,959,529 (1,578,558) 196,249,651 51,003,334

CONDENSED SEPARATE STATEMENTS OF CHANGES IN EQUITY FOR THE PERIODS ENDED 30 SEPTEMBER 2018 AND 2017

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

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CONDENSED SEPARATE CASH FLOW STATEMENTS FOR THE PERIODS ENDED 30 SEPTEMBER 2018 AND 2017

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

(Amounts expressed in euro) Notes rd Quarter 2018
3
3rd Quarter 2017 30 Sep 2018 30 Sep 2017
OPERATING ACTIVITIES
Net cash flow from operating activities (1) 21,188,615 389,392 20,274,138 (1,306,391)
INVESTMENT ACTIVITIES
Cash receipts arising from:
Investments 124,933,953 - 125,156,262 -
Tangible and intangible assets - 561 - 561
Interest and similar income 133,499 142,284 3,023,304 515,052
Dividends 165,335,314 11,123,853 168,366,776 54,809,596
Others 1,791,362 - 1,791,362 1,511,927
Loans granted 795,849,767 646,586,000 1,718,261,767 1,807,597,000
1,088,043,895 657,852,698 2,016,599,471 1,864,434,136
Cash payments arising from:
Investments (570,708,701) - (572,598,484) -
Tangible and intangible assets - (2,788) (111) (35,456)
Loans granted (1,130,686,061) (646,586,000) (2,031,929,061) (1,807,597,000)
(1,701,394,762) (646,588,788) (2,604,527,656) (1,807,632,456)
Net cash used in investment activities (2) (613,350,867) 11,263,910 (587,928,185) 56,801,680
FINANCING ACTIVITIES
Cash receipts arising from:
Loans obtained 1,733,750,590 1,064,415,244 3,189,955,590 3,640,565,244
1,733,750,590 1,064,415,244 3,189,955,590 3,640,565,244
Cash payments arising from:
Loans obtained (1,082,403,746) (1,075,771,000) (2,475,345,990) (3,613,424,000)
Interest and similar charges (927,364) (2,748,920) (3,597,496) (5,673,103)
Dividends (14,898) (28,417) (83,995,994) (80,010,413)
(1,083,346,008) (1,078,548,337) (2,562,939,480) (3,699,107,516)
Net cash used in financing activities (3) 650,404,582 (14,133,093) 627,016,110 (58,542,272)
Net increase in cash and cash equivalents (4) = (1) + (2) + (3) 58,242,330 (2,479,791) 59,362,063 (3,046,983)
Cash and cash equivalents at the beginning of the period 1,290,472 383,694 170,739 950,886
Cash and cash equivalents at the end of the period 8 59,532,802 (2,096,097) 59,532,802 (2,096,097)

SONAE, SGPS, SA

NOTES TO THE CONDENSED SEPARATE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 30 SEPTEMBER 2018

(Translation of the condensed separate financial statements originally issued in Portuguese.

In case of discrepancies the Portuguese version prevails)

(Amounts expressed in euro)

1 INTRODUCTION

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

2 BASIS OF PREPARATION

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

3 PRINCIPAL ACCOUNTING POLICIES

The accounting policies adopted are consistent with those described in the file of annual financial statements for the year ended 31 December 2017, except for the adoption of the new standards effective at 1 January 2018. There were no significant impacts of IFRS 9 and IFRS 15 application.

4 INVESTMENTS IN SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

As at 30 September 2018 and 31 December 2017 the company held investments in the following companies:

30 Sep 2018
Companies
Companies
% Held Opening balance Increase Decrease Impairment loss
recognized
during the period
Closing balance
Arat Inmuebles, SAU 100.00% - 1,827,149 - - 1,827,149
Interlog, SGPS, SA - 106,686 - (106,686) - -
Fundo de Investimento Imobiliário Fechado Imosede 19.60% 30,000,544 46,047,451 - - 76,047,995
Halfdozen Real Estate, SA - - 50,000 (50,000) - -
Mktplace Comércio Eletrónico, SA 50.00% - 50,000 - - 50,000
Sonae MC, SGPS, SA (Ex Sonae Investimentos, SGPS, SA) 35.03% 532,246,696 223,111,000 (124,883,953) - 630,473,743
Sonae Investments, BV 100.00% 835,700,000 - - - 835,700,000
Sonae Financial Services, SA 100.00% - 44,700,000 - - 44,700,000
Sonae RE, SA 99.92% 1,481,059 - - (721,000) 760,059
Sonae Sierra SGPS, SA 70.00% 490,113,339 255,936,650 - - 746,049,989
Sonae Corporate, SA (Ex Sonae - Shared Service Center, SA) 100.00% - 62,634 - - 62,634
Sonaecom, SGPS, SA 26.02% 111,098,824 - - - 111,098,824
Sonaegest, SA 80.00% 159,615 813,600 - - 973,215
Sonaecenter, Serviços, SA 100.00% 1,537,221,545 - - - 1,537,221,545
Sontel, BV 35.87% 286,755,099 - - - 286,755,099
Total 3,824,883,407 572,598,484 (125,040,639) (721,000) 4,271,720,252
31 Dec 2017
Companies % Held Opening balance Increase Decrease Impairment loss
recognized
during the period
Closing balance
Interlog, SGPS, SA 1.02% 106,686 - - - 106,686
Fundo de Investimento Imobiliário Fechado Imosede 19.60% 30,000,544 - - - 30,000,544
Sonae MC, SGPS, SA (Ex Sonae Investimentos, SGPS, SA) 25.03% 532,246,696 - - - 532,246,696
Sonae Investments, BV 100.00% 835,700,000 - - - 835,700,000
Sonae RE, SA 99.92% 1,232,059 - - 249,000 1,481,059
Sonae Sierra SGPS, SA 50.00% 490,113,339 - - - 490,113,339
Sonaecom, SGPS, SA 26.02% 111,098,824 - - - 111,098,824
Sonaegest, SA 20.00% 159,615 - - - 159,615
Sonaecenter, Serviços, SA 100.00% 1,530,231,545 - - 6,990,000 1,537,221,545
Sontel, BV 35.87% 275,631,099 - - 11,124,000 286,755,099
Total 3,806,520,407 - - 18,363,000 3,824,883,407

5 OTHER INVESTMENTS

As at 30 September 2018 and 31 December 2017 other investments are as follows:

30 Sep 2018
Companies Opening balance Increase Decrease Closing balance
Associação Escola Gestão Porto 49,880 - - 49,880
Total 49,880 - - 49,880
31 Dec 2017
Companies Opening balance Increase Decrease Closing balance
Associação Escola Gestão Porto 49,880 - - 49,880

6 OTHER NON-CURRENT ASSETS

As at 30 September 2018 and 31 December 2017 other non-current assets are as follows:

30 Sep 2018 31 Dec 2017
Loans granted to group companies:
Sonae Investments, BV 25,000,000 110,649,867
Other debtors 1,000,000 -
Total 26,000,000 110,649,867

As at 30 September 2018 the loans granted to group companies, bear interest at market rates indexed to Euribor, have a long-term maturity and its fair value is similar to its carrying amount.

7 TRADE ACCOUNTS RECEIVABLE AND OTHER CURRENT ASSETS

As at 30 September 2018 and 31 December 2017 trade accounts receivable and other current assets are detailed as follows:

30 Sep 2018 31 Dec 2017
Trade accounts receivable - 531,855
Group companies:
Dividends 24,873,210 -
Loans 399,317,161 -
Interests - 2,630,955
Taxes - Special regime for taxation of groups of companies 20,615,286 25,532,297
Taxes and contributions receivable 5,647,807 13,704,653
Accrued income and prepayments 3,269,692 2,245,319
Others 600,214 179,101
Total 454,323,370 44,824,180

The amount recorded in the caption taxes-special regime for taxation of groups corresponds to the tax estimate calculated by the companies taxed under the Special Regime for Taxation of Corporate Groups, of which the Company is the dominant company.

Loans granted to group companies return interest at variable market rates indexed to Euribor and have a maturity of less than one year.

8 CASH AND CASH EQUIVALENTS

As at 30 September 2018 and 31 December 2017 cash and cash equivalents are detailed as follows:

30 Sep 2018 31 Dec 2017
Cash at hand 2,002 953
Bank deposits 59,530,800 169,786
Cash and cash equivalents on the statement of financial position 59,532,802 170,739
Cash and cash equivalents on the cash flow statement 59,532,802 170,739

9 SHARE CAPITAL

As at 30 September 2018 and 31 December 2017 share capital consisted of 2,000,000,000 ordinary shares of 1 euro each.

10 LOANS

As at 30 September 2018 and 31 December 2017, loans are made up as follows:

30 Sep 2018 31 Dec 2017
Bonds Sonae, SGPS 2015/2022 100,000,000 100,000,000
Bonds Sonae, SGPS 2016/2023 60,000,000 60,000,000
Up-front fees not yet charged to income statement (968,889) (1,241,289)
Bonds 159,031,111 158,758,711
Sonae SGPS - Commercial paper 235,000,000 166,250,000
Sonae SGPS - bank loans 50,000,000 50,000,000
Up-front fees not yet charged to income statement (225,832) (266,810)
Bank loans 284,774,168 215,983,190
Non-current loans 443,805,279 374,741,901
Sonae SGPS - Commercial paper 198,800,000 36,390,000
Bank loans 198,800,000 36,390,000
Current loans 198,800,000 36,390,000

Under lines of credit and commercial paper programs with firm commitments, Sonae, SGPS had 127 million euro credit facilities available to meet its liquidity requirements as follows:

Commitments of
less than one year
Commitments of
more than one year
Agreed credit facilities amounts 154,500,000 235,000,000
Available credit facilities amounts 127,000,000 -

The interest rate as at 30 September 2018 of bonds and bank loans was, in average 0.69% (1.18% as at 31 December 2017).

Maturity of Borrowings

As at 30 September 2018 and 31 December 2017 the analysis of maturity of loans excluding the derived instruments having in consideration its nominal value is as follows:

30 Sep 2018 31 Dec 2017
N+1 198,800,000 36,390,000
N+2 2,500,000 4,000,000
N+3 92,500,000 76,750,000
N+4 230,000,000 83,000,000
N+5 90,000,000 113,000,000
after N+5 30,000,000 99,500,000

11 TRADE CREDITORS AND OTHER CURRENT LIABILITIES

As at 30 September 2018 and 31 December 2017, trade creditors and other current liabilities are detailed as follows:

30 Sep 2018 31 Dec 2017
Trade creditors 268,419 286,234
Group companies:
Loans 560,943,843 77,494,244
Taxes - Special regime for taxation of groups of companies 23,035,605 3,690,603
Taxes and contributions payable 6,077,553 8,919,178
Accrued expenses 2,737,562 2,204,063
Others 332,270 99,319
Total 593,395,252 92,693,641

12 CONTINGENT LIABILITIES

As at 30 September 2018 and 31 December 2017, contingent liabilities are detailed as follows:

30 Sep 2018 31 Dec 2017
Guarantees given:
on tax claims 161,060,880 146,570,558
on judicial claims 70,766 70,766
Guarantees given in favour of subsidiaries a) 374,487,291 375,078,359

(a) Guarantees given to Tax Authorities in favour of subsidiaries to defer tax claims. The main tax claims for which guarantees were issued are disclosed in consolidated financial statements.

13 RELATED PARTIES

Balances and transactions with related parties are detailed as follows:

Balance 30 Sep 2018 31 Dec 2017
Subsidiaries 48,168,239 29,929,831
Jointly controlled companies 1,000,000 218,605
Other related parties 75,000 98,000
Accounts receivable 49,243,239 30,246,436
Parent company 318,070 512,593
Subsidiaries 23,833,474 4,241,261
Other related parties 5,438 6,941
Accounts payable 24,156,982 4,760,795
Subsidiaries 424,317,161 110,649,867
Loans granted 424,317,161 110,649,867
Subsidiaries 560,943,843 77,494,244
Loans obtained 560,943,843 77,494,244
Transactions 30 Sep 2018 30 Sep 2017
Subsidiaries 1,126,966 1,272,853
Jointly controlled companies 111,533 164,746
Other related parties 75,000 75,000
Services rendered and other income 1,313,499 1,512,599
Parent company 338,516 406,350
Subsidiaries 1,184,657 1,000,947
Jointly controlled companies 167 -
Other related parties 27,422 32,412
Purchases and services obtained 1,550,762 1,439,709
Subsidiaries 1,418,208 2,456,011
Interest income 1,418,208 2,456,011
Subsidiaries 773,896 797,796
Interest expenses 773,896 797,796
Subsidiaries 168,366,776 17,418,496
Jointly controlled companies 24,873,210 37,391,100
Dividend income (Note 14) 193,239,986 54,809,596
Group companies 50,000 -
Disposal of investments 50,000 -
Subsidiaries 316,611,834 -
Jointly controlled companies 50,000 -
Acquisition of investments 316,661,834 -
Subsidiaries 1,791,362 1,511,927
Income from investment fund participation units 1,791,362 1,511,927

All Sonae, SGPS, SA subsidiaries, associates and joint ventures are considered related parties and are identified in Consolidated Financial Statements. All Efanor Investimentos, SGPS, SA (parent company), subsidiaries, including the ones of Sonae Indústria, SGPS, SA and of Sonae Capital, SGPS, SA are also considered related parties (other related parties).

14 INVESTMENTS INCOME

As at 30 September 2018 and 2017, investment income can be detailed as follows:

30 Sep 2018 30 Sep 2017
Dividends 193,239,986 54,809,596
Impairment losses (721,000) -
Gains / (losses) on sale investments 1,906,985 1,511,927
Total 194,425,971 56,321,523

Dividends were distributed from Sonaegest, SA (33,612 euro), Sonae Sierra, SGPS, SA (24,873,210 euro), Sonaecom, SGPS, SA (2,997,850 euro) and Sonae MC, SGPS, SA (165,335,314 euro).

15 EARNINGS PER SHARE

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

30 Sep 2018 30 Sep 2017
Net profit
Net profit taken into consideration to calculate basic earnings
per share (Net profit for the period)
Effect of dilutive potential shares
Interests related to convertible bonds (net of tax)
196,249,651
-
-
51,003,334
-
-
Net profit taken into consideration to calculate diluted earnings
per share:
196,249,651 51,003,334
Number of shares
Weighted average number of shares used to calculate basic
earnings
Effect of dilutive potential ordinary shares from convertible
bonds
2,000,000,000
-
2,000,000,000
-
Outstanting shares related with deferred performance bonus 1,195,751 1,149,412
Number of shares that could be acquired at average market price (483,801) (606,966)
Weighted average number of shares used to calculate diluted
earnings per share
2,000,711,950 2,000,542,446
Profit/(Loss) per share
Basic 0.098125 0.025502
Diluted 0.098090 0.025495

16 APPROVAL OF FINANCIAL STATEMENTS

The accompanying financial statements were approved by the Board of Directors and authorized for issue on 13 November 2018.

17 INFORMATION REQUIRED BY LAW

Decree-Law nr 318/94 art 5 nr 4

During the period ended 30 September 2018 long-term loan contracts were entered into with the following companies:

Sonae Investments, BV

During the period ended 30 September 2018 short-term loan contracts were entered into with the following companies:

Arat Inmuebles, SAU

Bright Brands SportsGoods, SA

Chão Verde – Sociedade de Gestão Imobiliária, SA

Fashion Division, SA

Halfdozen Real Estate, SA

Infofield – Informática, SA

MCCARE, Serviços de Saúde, SA

Modalfa – Comércio e Serviços, SA

Modaloop – Vestuário e Calçado, SA

Público – Comunicação Social, SA

Público, Comunicação e Jornalismo, SA

Sesagest – Projectos e Gestão Imobiliária, SA

Sonae MC, SGPS, SA (Ex Sonae Investimentos, SGPS, SA)

Sonaecom – Serviços Partilhados, SA

Sonaecom, SGPS, SA

Sonae RE, SA

Sonae Corporate, SA (Ex. Sonae - Shared Service Center, SA)

Sontel, BV

Têxtil do Marco, SA

Zippy - Comércio e Distribuição, SA

Worten – Equipamentos para o Lar, SA

WRT Business – Distribuição de Eletrodomésticos, Eletrónica e Informática, SA

As at 30 September 2018, amounts owed by subsidiaries can be summarized as follows:

Closing balance
Bright Brands Sportsgoods, SA 3,943,000
Chão Verde - Sociedade de Gestão Imobiliária, SA 707,000
Infofield - Informática, SA 1,605,561
Fashion Division, SA 124,083,788
Halfdozen Real Estate, SA 6,100,000
MCCare, Serviços de Saúde, SA 3,867,000
Modalfa - Comércio e Serviços, SA 19,364,955
Modalloop - Vestuário e Calçado, SA 2,525,000
Sonaecenter Serviços, SA 71,393,857
Sonae Investments, BV 25,000,000
Sonae Corporate, SA (Ex Sonae - Shared Service Center, SA) 142,889,000
Zippy - Comércio e Distribuição, SA 22,838,000
Total 424,317,161

As at 30 September 2018 amounts owed to subsidiaries can be summarized as follows:

Closing balance
Arat Inmuebles, SAU 1,429,000
Sesagest - Projectos e Gestão Imobiliária, SA 36,244,662
Sonae RE, SA 783,000
Sontel, BV 440,866,390
Têxtil do Marco, SA 558,000
Worten - Equipamentos para o Lar, SA 81,013,675
WRT Business - Distribuição de Eletrodomésticos, Eletrónica e Informática, SA 49,116
Total 560,943,843

Approved at the meeting of the Board of Directors held on November 13th, 2018

The Board of Directors

Duarte Paulo Teixeira de Azevedo

Ângelo Gabriel Ribeirinho dos Santos Paupério

José Manuel Neves Adelino

Andrew Eustace Clavering Campbell

Christine Cross

Tsega Gebreyes

Marcelo Faria de Lima

Margaret Lorraine Trainer

SAFE HARBOUR

This document may contain forward-looking information and statements, based on management's current expectations or beliefs. Forward-looking statements are statements that 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" or similar expressions.

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 control, that could cause actual results and developments to differ materially from those expressed in, or implied or projected by, the forward-looking information and statements. You are cautioned not to put undue reliance on any forward-looking information or statements. We do not undertake any obligation to update any forward-looking information or statements.

Report available at Sonae's institutional website www.sonae.pt

Media and Investor Contacts

Patrícia Vieira Pinto Head of Investor Relations [email protected] Tel.: + 351 22 010 4794

Catarina Oliveira Fernandes Head of Communications, Brand and Corporate Responsibility [email protected] Tel.: + 351 22 010 4775

Maria João Oliveira External Communication [email protected] Tel.: + 351 22 010 4745

Sonae Lugar do Espido Via Norte 4471-909 Maia Portugal Tel.: +351 22 948 7522

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

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