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Report & Accounts PART I REPORT OF THE BOARD OF DIRECTORS 1 REPORT & ACCOUNTS 31 December 2017 REPORT & ACCOUNTS 2017 PART I 2 REPORT OF THE BOARD OF DIRECTORS REPORT & ACCOUNTS 2017 3 INDEX Part I 5 REPORT OF THE BOARD OF DIRECTORS Part II 43 APPENDIX TO THE REPORT OF THE BOARD OF DIRECTORS Part III 49 CORPORATE GOVERNANCE REPORT Part IV 151 NON-FINANCIAL INFORMATION REPORT Part V 179 CONSOLIDATED FINANCIAL STATEMENTS Part VI 297 SEPARATED FINANCIAL STATEMENTS Part VII 351 REPORT AND OPINION OF THE FISCAL BOARD Part VIII 355 STATUTORY AUDIT AND AUDITORS’ REPORT REPORT & ACCOUNTS 2017 5 Part I REPORT OF THE BOARD OF DIRECTORS 31 December 2017 REPORT & ACCOUNTS 2017 PART I 6 REPORT OF THE BOARD OF DIRECTORS “The new Sonae Capital will of course inherit the value and principles that have been the structural basis of the business I do and that I have done in the past” “This story is not mine alone. It belongs to all those who believe in this project and share with me the will to make it grow...” Belmiro Mendes de Azevedo (Founder’s Letter) REPORT & ACCOUNTS 2017 PART I REPORT OF THE BOARD OF DIRECTORS 7 MESSAGE FROM THE BOARD OF DIRECTORS The accounts for the year we are now presenting to our shareholders was sadly marked by the loss of the founder of Sonae Capital, its first Chairman and its main driving force, Engineer Belmiro de Azevedo. Set up a decade ago, the company had the privilege of his close presence in the early years, marking it indelibly, particularly with his choice of the young management team, after which he began a progressive process of delegation, until he passed it on to the next generation. The current management team and those that come after it should continue to follow his principles of good governance practices, openness to change and the development of leadership skills that will sustain value creation. The company lost, its employees lost and this board lost their great leader. Those who were closer to him lost a person who was an example to them, and a friend. The best way we have, and will have, to remember and honour the memory of “Engineer Belmiro” will certainly be through our commitment and our work to develop Sonae Capital and, using his constantly renewed founding inspiration, seek to lead the company to where he would have liked to see it. The Board of Directors REPORT & ACCOUNTS 2017 PART I 8 REPORT OF THE BOARD OF DIRECTORS After achieving in previous years a conservative capital structure adequate for the business portfolio and assets owned by the group, we began to implement our vocation as an investment holding. Paulo Azevedo, Presidente do Conselho de Administração REPORT & ACCOUNTS 2017 PART I REPORT OF THE BOARD OF DIRECTORS 9 CHAIRMAN’S MESSAGE Dear Shareholders, 2017 was a year of decisive investment in the business areas with approved value creation plans — Energy, Industrial Engineering and Fitness. After achieving in previous years a conservative capital structure adequate for the business portfolio and assets owned by the group, we began to implement our vocation as an investment holding. Additionally, we continued to make every effort to find profitable development routes in the other businesses, at the same time as selling real estate assets, a privileged source for financing future growth options. The addition of a new segment, Industrial Engineering, through the acquisition of Adira, is aimed at the search for new growth opportunities and value creation in new business areas under the scope of the announced “Investment Theme” – Exporting Portuguese Engineering. Our capacity to add value will be critical for us to scale this growth route and for generating value for shareholders. Organic investment and in acquisitions made in the growth of current operations in the Fitness and Energy segments have led the level of investment to its highest values in recent years. In both cases, it was easy to see the added value this growth has brought to the whole. In the second half of the year, we also began the process of discontinuing some operations where we had been unable to achieve the value we wanted, particu- larly the international operations in the Refrigeration & HVAC segment. REPORT & ACCOUNTS 2017 PART I 10 REPORT OF THE BOARD OF DIRECTORS The addition of a new segment, Industrial Engineering, through the acquisition of Adira, is aimed at the search for new growth opportunities and value creation in new business areas under the scope of the announced “Investment Theme” – Exporting Portuguese Engineering. Our capacity to add value will be critical for us to scale this growth route and for generating value for shareholders. REPORT & ACCOUNTS 2017 PART I REPORT OF THE BOARD OF DIRECTORS 11 Sonae Capital still has a very important set of Real Estate Assets all over the country and it is important to continue placing them on the market. Of special relevance is the Tróia Peninsula – houses, plots and macro-plots – not only because of the financial dimension, but also for the positive externalities to operational improvements in man- aging the resort and the value this adds to the other assets there. In 2017, the company placed assets worth €41m (including €16.2m related to tourism real estate in Tróia) on the market, which, not including any macro-plots, is in line with our expectations, although this is a relatively low amount given the overall value of the group’s portfo- lio of real estate assets and the current positive market. The growing interest in our assets has allowed us to continue to envisage positive results in this area, assuming a vital role in the financing of the growth option in the current segments (organic and/ or through acquisition) of the new growth platforms and the company’s capacity to distribute dividends. It is under this scope, without jeopardising the sound financial structure suited to the type of business and assets the group has, that the Board of Directors has decided to maintain, as in the last two years, the policy of remuneration of shareholders in the form of payment of dividends, as defined in 2016. The management once again showed its resilience, persistence and the necessary skill for implementing the strategy defined. We on the Board of Directors are still confident that we will be able to continue to generate economic and social value in the areas we operate in, including the most recent growth platform, fully achieving our vocation as an investment holding. Finally, a special word of thanks must be given to all the teams in the Sonae Capital Group, for their effort, commitment and merit for the successful results achieved. This thanks must also be extended to all the members of our governing bodies and to all our partners: Clients, Suppliers, Partners and Investors. As this is the first time I am addressing the shareholders after the passing of Engineer Belmiro de Azevedo, my father and founder of Sonae Capital, I would like to pay trib- ute to his work. Engineer Belmiro de Azevedo was not just the chairman of the Board of Directors and main shareholder in Sonae Capital, he was the driving force behind the birth of each one of Sonae Capital’s current businesses, with dedication, commit- ment and effort, as if 100% of his time and mind was devoted to each one of them, infecting many with enthusiasm and overcoming the obstacles in the way. Living up to his legacy will be a Herculean task, but it is also one that we are happy to undertake, using the best there is in each one of us. Paulo Azevedo Chairman of the Board of Directors REPORT & ACCOUNTS 2017 PART I 12 REPORT OF THE BOARD OF DIRECTORS 2017 is marked by the strong investment both in the current businesses, with particular emphasis on the investment in the Energy segment and in the acquisition of new businesses – Adira. Cláudia Azevedo, CEO REPORT & ACCOUNTS 2017 PART I REPORT OF THE BOARD OF DIRECTORS 13 1. CEO’S MESSAGE AND MAIN HIGHLIGHTS In order to better convey the strategic objectives and the main trends of our portfolio, we have carried out, as of the current quarter, a reorganization of Sonae Capital’s Earnings Announcement, splitting the Real Estate Assets and the Business Units. In the first block, we intend to continue to create value through the sale of Real Estate Assets. In the second one, which includes operations in six different segments, we intend to strengthen our competitive position in order to reach increasing levels of profitability. During 2017 we continued to take important steps towards the materialization of the defined corporate strategy, based on: (i) improving the competitive position of each of our businesses; (ii) search for new value-generating businesses that fit within the Group’s competencies; (iii) sale of non-strategic Real Estate Assets; and (iv) maintenance of a balanced capital structure based on the type of business and assets held by the Group. Thus, in terms of improving the competitive position of Sonae Capital’s Business Units, I will by start highlighting the 7.4% growth in turnover to 157.9M€, as well as the 50.0% growth in EBITDA to 17.3M€ when compared to the previous year. Particularly remark- able was the performance of the Energy segment, where we almost doubled EBITDA, and of Hospitality, where the main business indicators improved in all hotels in opera- tion. In the Fitness segment we successfully continued the growth of the Solinca chain and, already in 2018, we acquired the “Pump” chain, holding a well-deserved prominent position in the Fitness market in Portugal.
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