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					                    sonaeimobiliária
Consolidated Report&Accounts           02
                    sonaeimobiliária
Consolidated Report&Accounts           02
Index
consolidated report
Report and strategy                                                                 9
Summary of performance in 2002                                                    12
macroeconomia
The macro-economic background                                                     15
analysis of the business
Shopping and leisure centres                                                      27
Shopping and leisure centre development                                           28
Investment in Shopping and leisure centres                                        33
The Managment and letting of Shopping and leisure centres (Property Management)   39
Shopping Centres Brazil                                                           46
Environmental Management                                                          50
SPEL (Car Parks)                                                                  52
Residential Development                                                           55
Corporate Centre                                                                  55
Open Market Value of Sonae Imobiliária Properties                                 56
Financial Situation and Results                                                   59
Share Capital of Sonae Imobiliária, SGPS, S.A.                                     62
Own Shares held by Sonae Imobiliária, SGPS, S.A.                                   62
Dividend Proposal from the Board of Directors                                      62
Organisation and People                                                           63
Prospects                                                                         63
Final Notes                                                                       64
Notes to the directors report as 31 december 2002                                 66
consolidated accounts
Consolidated Balance Sheets                                                       71
Consolidated Statements of Profit and loss by nature                              72
Consolidated Cash Flow Statements                                                 73
Notes to the Consolidated Finantial Statements                                    76
statutory auditors’ report and audit report                                       120
report and opinion of the statutory board of auditors                             124
real estate assets valuation                                                      126
sonaeimobiliária
    Financial Highlights 2002
>   Net profit of €144.4 million (€ 120.9 million),
    increased by 19.4%
>   Nav of € 1,037 million (€ 934 million),
    increased by 11,1%
>   NAV per share of € 27.67 (€ 24.90 in 2001)
>   EBITDA of € 95.5 million (€ 73.8 million in 2001),
    increased by 30%

    Business Highlights 2002
>   Owns (or co-owns) 1,140,532 m2 of GLA (789,903 m2 in 2001),
    an increase of 44.4%
>   Rents and other income of € 223.9 million increased by 58.7%
    over 2001
>   OMV of Sonae Imobiliária’s own share of the shopping centres and
    galleries in operation amounted to € 1,471.2 million, at
    31/12/2002, an increase of € 407 million
>   Manages 1,516,821 m2 of GLA (1,128,033 m2),
    an increase of 34.5%
>   5,089 shop rental contracts (3,949 in 2001),
    an increase of 28.9%
>   approximately 377 million visits, during 2002, in the centres under
    management in Portugal, Spain and Brazil, an increase of 6.5%
    compared with 2001.
consolidated report
Report and Strategy

Introduction                                       Markets                                                Focus:


Sonae Imobiliária is a European company, in-       Sonae Imobiliária started its international ex-        Sonae Imobiliária concentrates on its main core
corporated in Portugal in 1989. It was listed on   pansion in 1997 and is now operating in the fol-       business of the development of shopping and
the Lisbon and Porto Stock Exchange from De-       lowing target markets:                                 leisure centres, of holding them as an invest-
cember 1997 to December 2001, and was                >   Europe: Portugal, Spain, Greece,                 ment, and of managing them, creating desti-
part of the BVL-30 index.                                Germany, Austria and Italy;                      nations of choice for its customers by:
After the special session of the Stock Ex-           >   South America: Brazil.                               >   Treating the shopping and leisure centre
change on 29th November 2001 and the sub-                                                                         industry in an integrated way, where
sequent acquisition of all the remaining shares,   Innovation                                                     added value is achieved, not only
its principal shareholders SONAE, SGPS, SA                                                                        through development, but also through
(Portugal) and GROSVENOR (UK) became the           Sonae Imobiliária has played an important role                 active management of the properties;
owners of 100% of the company’s shares,            in the modernisation of the shopping centre con-           >   Taking a global view of the shopping and
leading to SONAE, SGPS (Portugal) directly         cept by introducing into Portugal new integrated               leisure centre business;
and indirectly holding 67.04%, and                 retail and leisure formats and innovative ideas.           >   Aiming, in all targeted markets, to
GROSVENOR (UK) directly and indirectly hold-                                                                      innovate and introduce new concepts,
ing 32.96%.                                        Prizes                                                         through local partnerships on the basis
                                                                                                                  of a long-term view of investment. Sonae
Activity                                           The quality and innovative designs of its prod-                Imobiliária is and wants to continue to be
                                                   ucts has brought Sonae Imobiliária many in-                    the "partner of choice";
Sonae Imobiliária is a specialist company in the   ternational awards. It has received more                   >   Creating and developing concepts and
shopping and leisure centre sector, and its ac-    awards for its shopping centres than any other                 services that add value to retail
tivities include real estate development, in-      company in the sector, including 6 awards at                   properties, which produce, directly or
vestment and the management of the devel-          ICSC-Europe, 2 at ICSC-Las Vegas, 4 ICSC Mar-                  indirectly, a growth in income;
opments in which it participates.                  keting Awards, 3 at MIPIM, 1 from Procos and
The shareholders of the company are active in      one Real Estate Oscar. In Spain in March 2001          Growth:
supporting its business. Sonae Imobiliária:        Sonae Imobiliária was awarded the prize of "De-
  >   Is the clear leader in its sector in         veloper of the Year", sponsored by the Span-           Sonae Imobiliária´s objective is to grow, by
      Portugal;                                    ish magazine "Spanish Real Estate" and in 2003         more than doubling its "Net Asset Value" (NAV)
  >   Takes an integrated approach to its          the Company was distinguished with the "Eu-            in the next five years, and to continue to gen-
      business;                                    ropean Prize" of Procos as the "Best European          erate high levels of return for its shareholders.
  >   Has created new retail formats and           Developer and Investor".                               This growth will be achieved by capitalizing on
      innovative concepts;                                                                                the key strengths of the Company, by pursuing
  >   Utilises a consistent policy of joint-       Strategy                                               its policy of joint-ventures and international di-
      venturing;                                                                                          versification through new developments, refur-
  >   Maintains a clear and consistent growth      Sonae Imobiliária is an international company          bishments and acquisitions and by:
      strategy based on international              with a European base and it specialises in shop-           >   Being an active partner, controlling or
      expansion.                                   ping and leisure centres. Its strategy is based                sharing control, in all its developments;
                                                   on two main approaches:




                                                                                                                                                                 9
                                                                                                      consolidated report and accounts   2002’sonaeimobiliária
  >   Maintaining its position as leader in the                           invest in the Southern European                   Partnership Strategy
      development, investment and management                              markets;
      of shopping centres in Portugal;                                >   Being proactive in the search for and             The Company has pursued a strategy of part-
  >   Concentrating its efforts in the markets                            taking advantage of the opportunities             nerships with reputed national and international
      where it already operates, namely,                                  that occur in the rest of Europe;                 partners, with whom it has formed joint-ven-
      Spain, Germany, Austria, Greece, Italy                          >   Achieving a position of importance within         tures to develop and hold property for the pur-
      and Brazil;                                                         the sector in Brazil, with a self-imposed         pose of sharing risk and return and of acquir-
  >   Actively seeking to become the leader of                            limit of exposure to this market of not           ing know-how.
      the sector in Europe by continuing to                               more than 20% of Group NAV.


 Centres                                                  % Sonae Imobiliária                          Partners                                         Countries

CascaiShopping, Cascais, Portugal                                           50%                      Pan European (25%)                               UK
                                                                                                     Trans European II (25%)                          U.S.A
                                                                                                     Multiplan (development)                          Brazil
GaiaShopping, Porto, Portugal                                               50%                      CNP Assurances (25%)                             France
                                                                                                     Ecureuil Vie (25%)
ViaCatarina, Porto, Portugal                                                50%                      ING Real Estate                                  Holland
Centro Colombo, Lisboa, Portugal                                            50%                      ING Real Estate                                  Holland
NorteShopping, Porto, Portugal                                              50%                      TIAA- CREF                                       U.S.A.
Centro Vasco da Gama, Lisboa, Portugal                                     100%                      ING Real Estate (development)                    Holland
Sintra Retail Park, Sintra, Portugal                                        50%                      Miller Developments                              U.K.
MadeiraShopping, Funchal, Madeira, Portugal                                 50%                      Estevão Neves                                    Portugal
Arrábida Shopping, Porto, Portugal                                          50%                      CNP Assurances (25%)                             France
                                                                                                     Ecureuil Vie (25%)
Plaza Mayor, Málaga, Spain                                                  75%                      Castle Management                                UK
Parque Principado, Oviedo, Spain                                            25%                      Grupo LAR Grosvenor (25%)                        Spain
                                                                                                     Whitehall Fund (50%)                             U.S.A.
Avenida M 40, Madrid, Spain                                                 60%                      Grupo Eroski                                     Spain
Aegean Park, Atenas, Greece                                                 50%                      Grupo Charagionis                                Greece
Parque D. Pedro, SP, Brazil                                                97.5%                     Enplanta Engenharia                              Brazil
3DO, Dortmund, Germany                                                      90%                      Westdeutsche Immobilien Bank                     Germany
Vienna Mitte, Viena, Austria                                               100%                      Bautrager Austria Immobilien (BAI)               Austria
                                                                                                     (only shares in the offices and hotel)
Boavista Shopping, SP Brazil                                               97.5%                     Enplanta Engenharia                              Brazil
Parque Atlântico, Ponta Delgada, Azores, Portugal                           50%                      Nicolau Sousa Lima                               Portugal
Estação Viana, Viana do Castelo, Portugal                                   50%                      Painhas & Arieira Lda, Renet Lda,                Portugal
                                                                                                     Silva Martins & Duque S.A., Telcabo Lda.
Luz del Tajo, Toledo, Spain                                                 65%                      Grupo Eroski                                     Spain
Plaza Eboli, Pinto (Madrid), Spain                                          65%                      Grupo Eroski                                     Spain
Dos Mares, S. Javier, Murcia, Spain                                         65%                      Grupo Eroski                                     Spain
Alexander Platz, Berlim, Germany                                           100%                      DEGEWO (only shares in the offices)              Germany
Coimbra Retail Park, Coimbra, Portugal                                      50%                      Miller Developments                              UK
Setúbal Retail Park, Setúbal, Portugal                                      50%                      Miller Developments                              UK
Malaga Factory Outlet, Málaga, Spain                                        75%                      Castle Management                                UK
Mediterranean Cosmos, Salónica, Greece                                    19.95%                     Grupo Charagionis                                Greece
                                                                                                     Lamda Developments
Zubiarte, Bilbao, Spain                                                     50%                      ING Developments                                 Spain




10
          sonaeimobiliária’ consolidated report and accounts   2002
Sonae Imobiliária also applies this policy of part-   cific aspects of the Shopping and Leisure Centre         is to acquire in this way the local skills needed
nerships to operating companies that cover spe-       business, especially outside of Portugal. The aim        for the successful development of its projects.



 Businesses                                         % Sonae                             Partners                                                       Countries


Retail Parks (Portugal and Spain)                       50%                              Miller Developments                                          UK
Car Parking (Portugal)                                  50%                              SABA - Aparcamientos, SA                                     Spain
Development and Management of Shopping                  50%                              Charagionis Group                                            Greece
Centres (Greece) – Sonae Charagionis, SA
Development, Management and investment                  50%                              Enplanta Engenharia, LTDA.                                   Brazil
in Shopping Centres (Brazil) – Sonae Enplanta, SA




                                                                                                                                                                     11
                                                                                                          consolidated report and accounts   2002’sonaeimobiliária
Summary of Performance in 2002

Adoption of                                                         EPRA – The European Association of Public                   of the company’s investment portfolio as de-
International Accounting                                            Quoted Real Estate Companies. From 2005 on-                 termined by independent valuers.
Standards (IAS)                                                     wards, all companies in the European Union will
                                                                    be required by law to use it. Lastly, it is the stan-       Indicators
In 2001, Sonae Imobiliária began to draw up its                     dard that gives the clearest and truest picture
consolidated accounts in accordance with In-                        of the company’s financial position and business.           In 2002, Sonae Imobiliária Consolidated Net
ternational Accounting Standards (IAS). There                       In general, Sonae Imobiliária’s results are                 Profits was €144.4 million (€ 120.9 million in
were a number of reasons for this decision.                         made up of two main parts. The first of these               2001). This is an increase of 19.4% over 2001.
Firstly, the use of this standard makes it easier                   relates to the profits on its investments,                  The NAV of its investment properties increased by
to compare Sonae Imobiliária’s performance                          made up of income from the properties,                      11.1% to € 1,037 million in 2002, compared with
with that of other companies in the market. Sec-                    which it owns, and, from time to time, of the               € 934 million in 2001, or € 24.90/per share on
ondly, IAS is widely regarded as the standard                       proceeds of sale of such properties. The sec-               31/12/2001 compared with € 27.67/per share
system for the future and has been adopted by                       ond part relates to the variation in the value              on 31/12/2002.




                                                                    Performance Indicators                                  1997     1998      1999      2000          2001       2002




                                                                    Real Estate NAV as at 31 Dec (€ million)                  379      459       643          752        934       1,037
                                                                    Real Estate NAV as at 31 Dec per share (€)               10.11   12.24     17.15         20.05     24.90       26.67
                                                                    Share Price as at 31 Dec (€)                             11.13   16.34     13,.09        12.55    16.00*            Na
                                                                    GLA owned in operating centres (000’s       m2)           333      413       563          584        790       1.140
                                                                    GLA under management (000’s m2)                           550      625       893          959      1.128       1.517
                                                                    Number of tenant contracts under management              1,747   2,050     3,162         3,450     3,949       5,089
                                                                    Consolidated EBITDA – Portuguese GAAP (€ million)         12.0    12.3      54.1          63.4           Na         Na
                                                                    Consolidated EBITDA – IAS (€ million)                                                     55.1      75.3         95.5
                                                                    Consolidated Net Profit – Portuguese GAAP (€ million)      4.6    15.2      22.6          25.6           Na         Na
                                                                    Consolidated Net Profit – IAS (€ million)                                                 63.0     120.9       144.4
                                                                                                                                                                         *Tender Offer price




                                                                    Performance Indicators                                         Growth (as % of previous year)
                                                                                                                            1998      1999        2000               2001         2002



                                                                    Real Estate NAV as at 31 December                        21%        40%           17%            24.1%        11.1%
                                                                    Real Estate NAV as at 31 Dec per share                   21%        40%           17%            24.1%        11.1%
                                                                    Share Price as at 31 Dec                                 47%       (20%)          (4%)       27.5%*                Na
                                                                    GLA (m2) owned in operating centres                      14%        36%             4%           35.3%        44.4%
                                                                    GLA (m2) under management                                14%        43%             7%           17.6%        34.,5%
                                                                    Nr. of tenant contracts under management                 17%        54%             9%           14.5%        28.9%
                                                                                                                                                                         *Tender Offer price




12
        sonaeimobiliária’ consolidated report and accounts   2002
Macro-economic
The Macro-Economic Background

Throughout 2002, the world economy showed           prices had a significant effect on levels of          stagnated, rising by only 0.2% in 2002, com-
few signs of recovery, evident in the varied        consumption and investment, even though               pared with a 2.4% increase in 2001. The
growth patterns in different sectors and coun-      low long-term interest rates and the weaker           stronger Euro exacerbated the situation. The
tries. In the first months of the year some indi-   dollar lessened the impact. It was sympto-            rate of growth declined in 4 out of 5 of the
cators were predicting that the economy would       matic of this low rate of growth that the un-         major EU economies. In Germany the GDP
strengthen, stimulated by repeated cuts in in-      employment level rose by one percentage               rose by 0.4% (compared with a 0.6% in-
terest rates. However, this did not come about.     point to 5.8%. The likelihood of a strong re-         crease in 2001), in France by 1.0% (as
Consumer and business confidence declined           covery in the near future is slim, indicating a       against 1.8% in 2001), in the United Kingdom
globally. This was reflected in disappointing       need to stimulate demand. At the very be-             it went up by 1.5% (as against last year’s
growth in world trade in 2002, a mere 2.6% in-      ginning of this year, in January 2003, the            1.0%), in Italy by 0.3% (as against 1.8% in
crease, well below the average annual increase      government announced an ambitious pro-                2001) and in Spain by 1.8% (as against 2.7%
during the 1990’s (7.9%).                           gramme of tax cuts, designed to stimulate             in 2001). As a result of this, the E.U.’s un-
In this renewed climate of uncertainly, stock       consumer spending and encourage invest-               employment level, which has been steadily
market trading worldwide was depressed and          ment. In Canada, there was a 3.3% increase            declining since 1997, rose to 7.6% in 2002
confidence was further shaken by a series of        in the rate of growth as against 1.5% in              (as against 7.3% in 2001). The main objec-
scandals. It is going to take longer than ex-       2001, due mainly to a healthy level of in-            tive of EU monetary policy was thus com-
pected for the world economy to make a strong       vestment and consumer spending.                       promised. Inflation in the Euro area was 2.0%,
recovery. The build-up of hostilities in the Mid-   The economy of Japan was also inconsis-               despite the fact that the ECB cut the main in-
dle East made markets even more volatile and        tent. Although growth predictions had been            terest rate governing the Eurozone’s mone-
this also had a drastic effect on the economy,      revised upwards, domestic demand still re-            tary policy from 4.5% to 2.75%.
with oil prices rising to around 30 dollars per     mains somewhat weak. The appreciation of              Throughout the EU, reform is urgently needed
barrel.                                             the yen - spurred by a surplus in the current         if sustained growth is to occur. This applies par-
Nonetheless, real GDP rose by 2.3% in the           balance of payments - will lessen the effect          ticularly to the need for a more flexible labour
United States (0.3% in 2001) and by 0.9% in         of recent good export performance, and the            market and to the need for measures to coun-
the European Union (1.6% in 2001). Japan reg-       longer it takes for the world economy to re-          teract the slow, irreversible effect of the aging
istered further signs of recession, with GDP        cover, the longer it will take Japan. Further-        of the population. Furthermore, institutional and
falling 0.7% in 2001, following on a downturn       more, the authorities are still in disagree-          budgetary reforms are essential if the expan-
of 0.3% in 2000. This disparity between the         ment with each other as to the best way of            sion of the EU into central and eastern Europe
US/EU economies and that of Japan was due           setting up a monetary policy capable of lift-         is to prove successful.
more to "structural inconsistencies" brought        ing the country out of the deflationary econ-
about by difficulties in regaining financial bal-   omy that has persisted since 1995. In order           Sonae Imobiliária’s
ance and to rigidity in the markets rather than     to bring about this recovery, reform is               "target" markets
to any more general factors.                        needed in both the banking system and in
Notwithstanding the slight increase in pro-         taxation policies.                                    The following section is a summary of the main
ductivity, the economy of the USA continued         In the European Union, most countries ex-             characteristics and trends which influence the
to show signs that were both positive and           perienced further difficulties brought about as       retail real estate market in each of the countries
negative. Even though productivity in-              much by risky budgetary policies as by delays         where Sonae Imobiliária operates: Portugal,
creased, consumer spending and confi-               in structural reforms. Throughout the EU, ex-         Spain, Greece, Italy, Germany, Austria and
dence declined. Declining stock market              pectations remained low and export levels             Brazil.




                                                                                                                                                                 15
                                                                                                      consolidated report and accounts   2002’sonaeimobiliária
                                                                              Growth in Consumer Spending
Portugal                                                                      annual
                                                                                                                                                        SHOPPING CENTRE TRENDS
                                                                              % growth
                                                                                                                                                        Key Data
                                                                                6,0
ECONOMIC OVERVIEW                                                               5,0                                                                     Total GLA: 1,462,906 m2
                                                                                4,0
   >    Domestic demand is likely to remain                                     3,0                                                                     GLA/1000 Population 145.1m2
        weak for at least the first part of this                                2,0                                                                                                       (EU: 176.2m2)
                                                                                1,0
        year, before a more convincing recovery                                 0,0                                                                     Pipeline 2003/4: 326,000m2
                                                                               -1,0
        emerges in 2004.
                                                                               -2,0
   >    The domestic sector is likely to increase                              -3,0                                                                       >   Rapid expansion in shopping centre
                                                                                   2001 2001 2001 2001 2002 2002 2002 2002
        its contribution to the national economy                                    T1   T2   T3   T2   T1   T4   T3   T4                                      space during the 1990s.
                                                                                 Consumer spending (annual%)     Non-food retail sales (annual %)
        over the next 12 months as sentiment                                                                                                               >   Although a relatively new phenomenon
                                                                              Source: Consensus Economics Inc., Instituto Nacional de Estatística
        levels & consumer activity pick up.                                                                                                                    in Portugal, shopping centres have
   >    The government remains committed to                                                                                                                    quickly become a key feature of the
        reducing the public deficit, and the                                  RETAIL PROPERTY MARKET OVERVIEW                                                  retail landscape.
        structural reforms associated with this                                  >   Rents increased by 3.6% in the year to                               >   As a result the majority of current stock
        are likely to improve Portugal’s                                             December, resulting in capital growth of                                  is modern and well designed.
        economic growth potential.                                                   just over 2%, with a slight softening of                             >   As the opportunities for the
                                                                                     the average prime yield.                                                  development of large centres are
annual       GDP Growth & Inflation                                              >   Demand is strong from both Portuguese                                     scarce, developers are investing in
% growth

  12                                                                                 and international retailers and leasing                                   smaller or specialist centres such as
  10                                                                                 prospects in the shopping centre sector                                   leisure and retail parks.
      8
                                                                                     are generally good.
      6
                                                                                                                                                              Shopping Centre Pipeline
      4
                                                                                Shop Property Performance                                               200.000
      2                                                                       annual                                                                    180.000
                                                                              % growth                                                          Yield
      0                                                                                                                                                 160.000
                                                                                 80                                                            13%      140.000
    -2
                                                                                                                                               12%      120.000
           91       93       95       97        99         01         03         60                                                                     100.000
    Growth       Inflation                                                                                                                     11%       80.000
Source: Consensus Economics Inc., Instituto Nacional de Estatística              40                                                            10%       60.000
                                                                                                                                                         40.000
                                                                                 20                                                            9%
                                                                                                                                                         20.000
                                                                                                                                               8%             0
RETAIL MARKET TRENDS                                                              0                                                                               95 95      97    98   99    00   01   02   03   04
                                                                                                                                               7%
    >     Overall, the retail sector appears to have                            -20                                                            6%
                                                                                                                                                               New Shopping Centre GLA Per Annum

                                                                                      91 92 93 94 95 96 97 98 99 01 02                                    Source: C&W H&B, European Research Group
          reached a trough in the first half in
                                                                                 Yield     Capital Growth      Rental Growth
          2002.                                                               Source: C&W H&B, European Research Group

    >     Towards the end of 2002 total retail                                                                                                          INVESTMENT MARKET TRENDS
          sales volumes contracted by 3.5% over                                                                                                           >   Yields in the retail sector in Portugal
          the year to December.                                                                                                                                have fallen steadily over the last 10
    >     The general improvement in economic                                                                                                                  years, as the market has seen greater
          fortunes will support a pick up in retail                                                                                                            liquidity and maturity.
          activity in 2004                                                                                                                                >   Consequently the yields are closer to the
                                                                                                                                                               European average.
                                                                                                                                                          >   In December, the prime yield for a
                                                                                                                                                               shopping centre stood at 6.75%.




 16
                sonaeimobiliária’ consolidated report and accounts     2002
    >   Continued strong interest from                           Spain                                                                     Growth in Consumer Spending
                                                                                                                                           annual
        international investors has also been a                                                                                            % growth
                                                                                                                                             7,0
        significant factor in helping to drive                   ECONOMIC OVERVIEW
                                                                                                                                             6,0
        down yields.                                                >   Despite a slowing economy Spain still                                5,0

                                                                        remains one of the best performing                                   4,0

Yield          Retail Yield Data                                                                                                             3,0
                                                                        economies in Europe with GDP growth of
 12%                                                                                                                                         2,0
                                                                        about 2.0% in 2002.
 10%                                                                                                                                         1,0
                                                                    >   It is expected that Spain’s GDP growth
   8%                                                                                                                                        0,0
                                                                        will surpass its partners in the Euro zone                                  98 98       99        99   00   00    01      01      02     02
   6%                                                                                                                                               Q1 Q4       Q3        Q2   T1   T3    T1      T3      T1     T3
                                                                        in both 2003 and 2004.                                                 Consumer spending (annual%)      Total retail sales (annual %)
   4%
                                                                                                                                           Source: Consensus Economics Inc., Instituto Nacional de Estadística
                                                                    >   Internal demand will be encouraged by
   2%

   0%
                                                                        the government’s fiscal and monetary
    Dec 97 Dec 98          Dec 99     Dec 00     Dec 01 Dec 02
                                                                        expansion policy in 2003.                                          RETAIL PROPERTY MARKET OVERVIEW
    Averge Shops     Headline Shops    Headline S. Centres
                                                                    >   The inflation rate is above the Euro zone                              >   High street rents rose in the final quarter
Source: C&W H&B, European Research Group

                                                                        average, partly as a result of indirect tax                                at an equivalent annual growth rate of
                                                                        increases and structural adjustment to                                     28.5% - the highest growth rate in
MARKET OUTLOOK                                                          the Euro.                                                                  Europe in 2002.
    >   Property values have held up well during                                                                                               >   Rents in shopping centres remain
        the current slowdown and, despite the                    annual      GDP Growth & Inflation                                                stable.
                                                                 % growth

        economic uncertainty, activity has                           8                                                                         >   Healthy demand has been seen across
        continued among occupiers and                                6                                                                             the country, but mainly in cities outside
        investors.                                                   4                                                                             the big two (Madrid and Barcelona).
    >   There is a healthy balance between                           2                                                                         >   There is now sufficient offer of shopping
        supply and demand and this will sustain                      0                                                                             centres in the big cities, in contrast with
                                                                    -2
        the market over the coming year. There                                                                                                     some provincial towns which have yet to
                                                                    -4
        continues to be significant cross-border                                                                                                   see significant shopping centre
                                                                         91      93       95        97       99        01       03
        retailer activity, with a number of                         Growth    Inflation                                                            development.
                                                                 Source: Consensus Economics Inc., Instituto Nacional de Estadística
        operators actively seeking space in the
                                                                                                                                              Shop Property Performance
        major towns and cities.                                                                                                            annual
                                                                                                                                           % growth                                                             Yield
    >   Liquidity will improve over time in the                  RETAIL MARKET TRENDS
                                                                                                                                                                                                                9%
        investment market.                                          >   Spanish retail had a good 2002 despite                                30                                                                9%
                                                                                                                                              20                                                                8%
                                                                        the wider economic slowdown.
                              Boom                                                                                                            10                                                                8%
                                                                    >   According to the latest monthly national                                                                                                7%
                                                                                                                                                0
            Recovery                       Slowing                      statistics, overall retail sales were up in                                                                                             7%
                                                                                                                                              -10
                                                                                                                                                                                                                6%
                                                                        December 2002 by 2.6%.                                                -20                                                               6%
                              Slump
                                                                    >   Despite some slowing down in the retail                               -30                                                               5%
                                                                                                                                                    91 92 93 94 95 96 97 98 99 01 02
                                                                        market towards the end of last year it
                                                                                                                                               Yield     Rental Growth         Capital Growth
                                                                        remains reasonably strong.                                         Source: C&W H&B, European Research Group




                                                                                                                                                                                                                17
                                                                                                                                       consolidated report and accounts   2002’sonaeimobiliária
SHOPPING CENTRE TRENDS                                                     >   Yields for established prime shopping                                                  Boom

Key Data                                                                       centres with proven track records
                                                                                                                                                    Recovery                    Slowing
Total GLA: 7,716,490m2                                                         hardened slightly in 2002 to 6.25%,
GLA/1000 Population: 192.5m2                                                   indicating the still buoyant level of                                                  Slump
                                    (EU:   176.2m2)                            interest in the sector.
Pipeline 2003/4: 983,170m2                                                 >   The market remains active, with
                                                                               numerous domestic and international                    Italy
  >   Although shopping centres have been                                      investors seeking development and
      part of the retail scene since the start of                              investment opportunities.                              ECONOMIC OVERVIEW
      the 1970s, substantial growth only                                   >   Given the strong competition for the                      >   Economic activity slowed considerably in
      began from the late 1980s onwards.                                       limited supply of good quality investment                     2002 and indications of recovery are
  >   The number of shopping centres                                           product, forward sales have become                            likely to emerge only very gradually over
      increased dramatically in the 1990s,                                     more common.                                                  the next 12-18 months.
      fuelled by international and domestic                                                                                              >   Activity is expected to improve towards
      chains and the interest of foreign                               Yield          Retail Yield Data                                      the end of 2003 as the government
                                                                          9%
      investment.                                                         8%
                                                                                                                                             implements cuts in income tax rates and
  >   There is a significant volume of                                    7%                                                                 increases investment incentives.
                                                                          6%
      development in the pipeline focusing on                             5%
                                                                                                                                         >   The consumer sector is likely to be
                                                                          4%
      smaller cities.                                                                                                                        further supported by renewed growth in
                                                                          3%
  >   There are lots of potential locations but                           2%                                                                 employment over the year, together with
                                                                          1%
      many are proving difficult to advance                                                                                                  relatively higher real wages.
                                                                          0%
      due to tight planning.                                               Dec 97 Dec 98        Dec 99     Dec 00     Dec 01 Dec 02

                                                                           Averge Shops   Headline Shops    Headline S. Centres
                                                                                                                                      annual        GDP Growth & Inflation
                                                                       Source: C&W H&B, European Research Group                       % growth
      Shopping Centre Pipeline                                                                                                            8

900.000
                                                                                                                                          6
800.000
700.000                                                                MARKET OUTLOOK                                                     4
600.000
                                                                           >   Slower growth is expected in 2003, in
500.000                                                                                                                                   2
400.000                                                                        large part on the basis that the pace of
300.000                                                                                                                                   0
200.000                                                                        growth seen over the last couple of
100.000                                                                                                                                   -2
                                                                               years is unsustainable.                                         91       93       95       97    99        01   03
       0
           95 95    97    98   99    00    01   02   03   04               >   However, despite the more gloomy                          Growth      Inflation

      New Shopping Centre GLA Per Annum                                                                                               Source: Consensus Economics Inc., Istat
                                                                               wider economic picture, activity in the
  Source: C&W H&B, European Research Group
                                                                               market place is continuing.
                                                                           >   Given that it is unlikely that there will be           RETAIL MARKET TRENDS
INVESTMENT MARKET TRENDS                                                       any relaxation in planning restrictions on                >   Official retail sales figures have been flat
  >   High street retail yields have been                                      large-scale retail development, the supply                    for some time and have been declining
      relatively stable for the last 18 months,                                of new large shopping centres should                          in real terms.
      with prime and average prime yields                                      remain limited.                                           >   The gap between large and small
      standing at 5.75% and 6.09%                                          >   So it is expected that the values of good                     operators continues to widen, with the
      respectively.                                                            quality existing schemes will remain well                     latter losing market share.
                                                                               supported.




18
           sonaeimobiliária’ consolidated report and accounts   2002
   >   The latest figures available (for                                    >   The retail property market remains                           INVESTMENT MARKET TRENDS
       November 2002) show that sales growth                                    relatively healthy - despite weaker                              >   Prime high street yields remained
       by value amounted to 1.8%.                                               consumer expenditure - and continues to                              unchanged in December and have
   >   Large non-food retailers recorded                                        see a good level of activity.                                        hovered around 5.95% for the last four
       growth of 3.2% in sales.                                             >   The principal high streets and shopping                              years.
   >   Further growth is expected next year in                                  centres in major cities are priority                             >   Shopping centre yields have fallen
       non-food sales as consumers spend                                        targets for expanding and speciality                                 steadily over the last 5 years to narrow
       more on non-essential items.                                             retailers.                                                           the gap with high street yields.
                                                                                                                                                 >   The prime yield for a regional shopping
Growth in Consumer Spending
annual                                                                    SHOPPING CENTRE TRENDS                                                     centre stood at 6% in December.
% growth
  7,0
                                                                          Key Data
                                                                                                                                             Yield            Retail Yield Data
  6,0                                                                     Total GLA: 6,111,200 m2
                                                                                                                                              10%
  5,0                                                                     GLA/1000 Population: 105.9m2
  4,0                                                                                                                                           8%
                                                                                                             (EU: 176.2m2)
  3,0
                                                                          Pipeline 2003/4: 650,000                                              6%
  2,0

  1,0                                                                                                                                           4%

  0,0                                                                       >   The development of modern shopping                              2%
        97 97 98 98 99 99 00 00 01 01 02 02
        T1 T3 T1 T3 T1 T3 T1 T3 T1 T3 T1 T3                                     centres began in earnest in the mid-                            0%
   Consumer spending (annual%)     Non-food retail sales (annual %)                                                                              Dec 97 Dec 98              Dec 99    Dec 00     Dec 01 Dec 02
                                                                                1980s, peaking in the first half of the
Source: Consensus Economics Inc., Istat
                                                                                                                                                 Averge Shops      Headline Shops      Headline S. Centres
                                                                                1990s.
                                                                                                                                             Fonte: C&W H&B, Eupean Research Group
                                                                            >   Development slowed in the latter part of
RETAIL PROPERTY MARKET OVERVIEW                                                 the 1990s due to the two-year
                                                                                moratorium on large-scale retail                             MARKET OUTLOOK
   >   Rental growth has slowed with no                                         schemes.                                                         >   The wider economic picture is subdued
       upward movement in the fourth quarter.                               >   Italy has very few dominant schemes                                  as is the retail sector generally.
       However, the final outcome for 2002 is                                   compared to the rest of Western                                  >   However, whilst the level of rental growth
       a solid performance from retail property,                                Europe, with no centre larger than                                   is expected to see a further deceleration
       with an overall rental increase of 9%.                                   70,000m2 and only 12 schemes of                                      in the next few months, the market is still
                                                                                more than    40,000m2.                                               some way off a serious correction as has
  Shop Property Performance
                                                                                                                                                     been seen in a number of other major
annual
% growth                                                          Yield         Shopping Centre Pipeline                                             markets. The demand-supply imbalance
   40                                                            8.0%
                                                                          600.000
   30
                                                                                                                                                     should ensure that rental values are well
                                                                 7.5%
                                                                          500.000
   20                                                                                                                                                supported.
                                                                 7.0%
                                                                          400.000
   10
                                                                 6.5%
    0                                                                     300.000                                                                                              Boom
                                                                 6.0%
  -10                                                                     200.000
  -20                                                            5.5%                                                                                      Recovery                        Slowing
                                                                          100.000
  -30                                                            5.0%
        91 92 93 94 95 96 97 98 99 01 02                                         0
                                                                                     95 95   97    98   99      00   01   02   03   04                                        Slump
   Yield    Rental Growth        Capital Growth
                                                                            New Shopping Centre GLA Per Annum
Source: C&W H&B, European Research Group
                                                                            Source: C&W H&B, European Research Group
                                                                                                                                                 >   Moreover, activity will continue as Italy is
                                                                                                                                                     still viewed as having considerable long-




                                                                                                                                                                                                             19
                                                                                                                                         consolidated report and accounts   2002’sonaeimobiliária
       term growth potential by occupiers and                                   >   The market is becoming increasingly                                  >   The market is still enjoying a period of
       investors.                                                                   international, with a number of operators                                expansion and modernisation.
   >   The level of investor interest in Italian                                    trying to gain market share, through                                 >   Retail development is focused on Athens
       retail property is expected to maintain                                      acquisitions or organic growth                                           and Thessalonica and there are a
       yields at current low levels.                                                                                                                         number of projects scheduled for the
                                                                             Growth in Consumer Spending                                                     next 2-3 years.
                                                                             annual
Greece                                                                       % growth
                                                                             25.0
                                                                                                                                                       SHOPPING CENTRE TRENDS
                                                                             20.0
ECONOMIC OVERVIEW                                                                                                                                      Key Data
                                                                             15.0
   >   Economic performance slowed last year                                 10.0                                                                      Total GLA: 105,659m2
       but has been excellent over the last few                                5.0                                                                     GLA/1,000 Population: 9.9m2
       years.                                                                      0                                                                                                       (EU: 176.2m2)
                                                                              -5.0
   >   Consumer spending is robust and the                                                                                                             Pipeline 2003/4: 384,520m2
                                                                             -10.0
       strength of retail and investment activity                                      95 95 96 97 98             98 99 00 01 01 02
                                                                                       T1 Q4 Q3 Q2 T1             Q4 Q3 Q2 T1 Q4 Q3
       is likely to be boosted by construction                                  Total retail sales (annual %)    Consumer spending (annual%)
                                                                                                                                                         >   Greece has the lowest per capita
       activity in the run up to the Olympic                                 Source: Economist Intelligence Unit, General Secretariat of National            provision of shopping centre floorspace
                                                                                     Statistical Service of Greece

       Games.                                                                                                                                                in the EU and second lowest to Romania
   >   Greece has this year taken over the                                                                                                                   in Europe.
       rotating presidency of the EU from                                    RETAIL PROPERTY MARKET OVERVIEW                                             >   Although out-of-town shopping is growing
       Denmark.                                                                                                                                              in popularity only a few centres have
                                                                                >   Rents have stabilised following the falls                                been established in the metropolitan
annual %     GDP Growth & Inflation                                                    seen in the first half of last year. But                              areas of Salonica and Athens.
growth
   25                                                                                  December values were 7.2% down on a                               >   It was widely expected that the staging
   20                                                                                  year earlier.                                                         of the Olympic games in 2004 would
   15                                                                           >   Over the longer term, however, the                                       provide a catalyst to retail development
   10
                                                                                       sector’s performance has been one of                                  in the country. This has so far failed to
      5
                                                                                       the strongest in Europe, with rents                                   materialise with many projects delayed
      0
                                                                                       showing average annual growth of 8.1%                                 and developers frustrated by
      -5
            91       93         95    97       99       01       03                    over the last ten years – reflecting the                              bureaucratic procedure.
   Growth           Inflation                                                          increasing maturity of the Greek market
Source: Economist Intelligence Unit, General Secretariat Of National
                                                                                       as modern retail space has emerged.                                Shopping Centre Pipeline
        Statistical Service Of Greece

                                                                                                                                                       200,000
                                                                                                                                                       180,000
                                                                               Shop Property Performance
                                                                             annual
                                                                                                                                                       160,000
                                                                             % growth                                                          Yield   140,000
RETAIL MARKET TRENDS                                                                                                                                   120,000
                                                                              50                                                          11.0%
                                                                                                                                                       100,000
   >       The latest official statistics show overall                        40
                                                                                                                                          10.0%         80,000
           retail sales growth by value at 8.3% in                            30                                                                        60,000
                                                                                                                                          9.0%          40,000
                                                                              20
           the year to November 2002.                                                                                                                   20,000
                                                                              10                                                          8.0%               0
   >       International retailer interest remains                                                                                                               95 95     97   98    99      00   01   02   03   04
                                                                               0
           strong in Athens’ main high street areas,                         -10
                                                                                                                                          7.0%            New Shopping Center GLA Per Annum

                                                                                                                                                       Source: C&W H&B, European Research Group
           with demand coming from a small                                   -20                                                          6.0%
                                                                                   91 92 93 94 95 96 97 98 99 01 02
           number of major players in the market.
                                                                                Yield       Rental Growth       Capital Growth
                                                                             Source: C&W H&B, European Research Group




 20
                 sonaeimobiliária’ consolidated report and accounts   2002
INVESTMENT MARKET TRENDS                                              downward pressure as an institutional                              RETAIL MARKET TRENDS
   >   Prime high street yields are 7%, with                          market begins to emerge.                                               >   The economic downturn continues to
       yields for prime regional shopping                                                                                                         dent consumer confidence and increase
                                                                                             Boom
       centres standing at 8%.                                                                                                                    pressure on the retail market. However,
   >   Yields have been flat for around 2 years,                            Recovery                       Slowing
                                                                                                                                                  certain retailers have managed to
       although the trend over the last 5-10                                                                                                      perform well despite the wider economic
       years has been steadily downward,                                                     Slump                                                gloom.
       spurred in particular by Greece’s                                                                                                     >   Sales are down in most sectors with the
       admission to EMU.                                                                                                                          exception of price aggressive retailers.
   >   Interest in the investment market is                    Germany                                                                       >   International retailer interest in Germany
       rising but is being held back by lack of                                                                                                   has seen a notable increase but is more
       product and uncertainty as to which                     ECONOMIC OVERVIEW                                                                  likely to materialise over the medium
       projects will actually come to fruition.                   >   Signs of a recovery in German activity                                      term with most taking a conservative
   >   The market is currently developer-led                          remain elusive although export                                              stance at present.
       and looks set to remain so for the time                        performance has improved somewhat,                                     >   Official sales figures provide a negative
       being.                                                         business investment remains weak,                                           picture overall, with a 3.3% fall in
                                                                      reflective of increased global                                              volumes in November. The clothing
                  Retail Yield Data                                   uncertainty.                                                                sector is showing some more positive
Yield %
   12                                                             >   The labour market remains a concern,                                        signs, although competition is fierce.
   10                                                                 with the number of people out of work
     8                                                                reaching record highs.                                             Growth in Consumer Spending
                                                                                                                                         annual
     6                                                                                                                                   % growth
                                                                  >   The outlook is for continued weakness in                             6.0
     4                                                                the near term, with domestic activity                                4.0
     2
                                                                      hindered by restrictive fiscal policy, and                           2.0
     0
                                                                      lack of confidence.                                                  0.0
       Dec 97 Dec 98    Dec 99      Dec 00     Dec 01 Dec 02
   Averge Shops    Headline Shops    Headline S. Centres                                                                                   -2.0

Source: C&W H&B, European Research Group                       annual      GDP Growth & Inflation                                          -4.0
                                                               % growth

                                                                 6.0                                                                       -6.0

                                                                 5.0                                                                               98 98       99 99        00 00         01      01   02    02
MARKET OUTLOOK                                                                                                                                     T1 T3       T1 T3        T1 T3         T1      T3   T1    T3
                                                                 4.0
   >   Further good growth is anticipated in the                 3.0                                                                         Consumer spending (annual%)    Germany Retail Sales, clothing (%)

                                                                 2.0                                                                                                        Total retail sales ( %)
       medium to long term, although the
                                                                 1.0                                                                     Source: Consensus Economics Inc., Federal Statistical Office Germany
       current economic uncertainty is likely to                   0

       mean no significant changes to values in                 -1.0
                                                                -2.0
       the short term.                                                 91      93       95        97       99        01        03
                                                                                                                                         RETAIL PROPERTY MARKET OVERVIEW
   >   The demand from international investors                    Growth    Inflation                                                        >   Average prime high street rental growth
                                                               Fonte: Consensus Economics Inc., Federal Statistical Office Germany
       for modern shopping centres should                                                                                                         amounted to 1.2% in 2002 – a very
       remain strong, notably in the run-up to                                                                                                    sharp slowdown in the pace of growth
       the Olympic Games.                                                                                                                         which peaked in the second half of
   >   Over the longer term, yields are                                                                                                           2001.
       expected to come under further                                                                                                        >   Shopping centre rents remained fairly
                                                                                                                                                  stable in 2002.




                                                                                                                                                                                                             21
                                                                                                                                     consolidated report and accounts   2002’sonaeimobiliária
   >   The increased demand for property is                                   and schemes in train stations – (the                                 Retail Yield Data
                                                                                                                                yield %
       being driven by international chains who                               latter popular with retailers as they                 7
       recognise that current market conditions                               circumvent the strict opening hours).                 6

       may allow them to rent prime locations                                                                                       5
                                                                              Shopping Centre Pipeline                              4
       at good rents.
                                                                       1,200,000                                                    3
   >   There is a strong polarisation in demand
                                                                                                                                    2
                                                                       1,000,000
       between prime and secondary pitches,                                                                                         1
                                                                        800,000
       with the latter suffering a much sharper                                                                                     0
                                                                        600,000                                                      Dec 97 Dec 98       Dec 99      Dec 00    Dec 01 Dec 02
       fall-off in demand.
                                                                        400,000                                                     Averge Shops    Headline Shops    Headline S. Centres

                                                                                                                                Fonte: C&W H&B, European Research Group
                                                                        200,000
       Shop Property Performance
annual
                                                                                 0
% growth                                              Yield (%)
                                                                                     95 95 97 98 99 00            01 02 03 04
   20                                                    6.0
                                                                          New Shopping Centre GLA Per Annum
   15                                                                                                                           MARKET OUTLOOK
                                                                       Source: C&W H&B, European Research Group
   10                                                    5.5
                                                                                                                                    >   Reduced consumer confidence and poor
     5
     0                                                   5.0                                                                            retail trading conditions are filtering
     -5                                                                INVESTMENT MARKET TRENDS                                         through to retail property.
  -10                                                    4.5
  -15
                                                                          >   During the last year, investment has                  >   The strong rental growth seen in 2001
  -20                                    4.0                                  focused on the western parts of                           and early 2002 has stalled for the time
     91 92 93 94 95 96 97 98 99 00 01 02
                                                                              Germany and has been dominated by                         being, although prime values in the
   Yield           Rental Growth

                   Capital Growth                                             domestic players.                                         major cities should be underpinned by
Source: C&W H&B, European Research Group
                                                                          >   While international investors have shown                  the shortage of good quality supply.
                                                                              greater interest over the past two years              >   Whilst the extension of trading hours
SHOPPING CENTRE TRENDS                                                        they often find pricing to be prohibitively               should provide a boost to the market,
Key Data                                                                      expensive and can be frustrated by the                    changes to taxation and higher social
Total GLA:      9,992,635m2                                                   lack of suitable investment product.                      security charges may yet add to the
GLA/1,000 Population:               120.0m2                               >   Retail has benefited from investors                       pressure on consumer spending.
                                    (EU: 176.2m2)                             rebalancing their portfolios at the                   >   Yields will be supported by continuing
Pipeline 2003/4: 1,020,200m2                                                  expense of their office holdings,                         low interest rates and stock market
                                                                              although it is now slowing.                               instability but there is some risk if rental
   >   Shopping centre provision is relatively                            >   High street retail yields have been                       levels remain weak and yields may
       low in Germany compared to other                                       among the lowest in Europe for some                       soften in due course.
       Western European countries,                                            time, with prime stock attracting levels
                                                                                                                                                            Boom
       representing just 10% of retail                                        of 4.75% in the large cities.
       floorspace.                                                        >   Shopping centre yields are also relatively                    Recovery                      Slowing

   >   Shopping centre growth peaked in the                                   low, with regional schemes attracting
                                                                                                                                                            Slump
       years following reunification principally                              prime yields of 5.75% (although the
       focused on Eastern Germany. This                                       limited level of investment trading
       growth has slowed in recent years.                                     activity makes it difficult to be too
   >   New supply is now showing a modest                                     precise about yield levels).
       increase with developers focusing on in-
       town developments and redevelopments




22
           sonaeimobiliária’ consolidated report and accounts   2002
Austria                                                         Growth in Consumer Spending                                                   SHOPPING CENTRE TRENDS
                                                                annual
                                                                % growth                                                                      Key Data
                                                                15.0
ECONOMIC OVERVIEW                                               10.0                                                                          Total GLA: 1,790,020 m2
   >   The economic downturn has contributed                      5.0                                                                         GLA/1,000 Population: 219.1m2
                                                                  0.0
       to a marked rise in unemployment, while                                                                                                                                       (EU: 176.2m2)
                                                                 -5.0
       business and consumer confidence has                                                                                                   Pipeline 2003/4: 173,300m2
                                                                -10.0
       been undermined by the uncertainty                       -15.0

       surrounding the timing of EU recovery.                   -20.0                                                                             >   Although limited in variety Austria has
                                                                           00 00 00 00 01 01 01 01 02 02 02 02
   >   More recently, confidence levels have                               T1 T2 T3 T4 T1 T2 T3 T4 T1 T2 T3 T4                                        one of the largest per capita provisions
       been subject to pressure from the crisis                    Consumer spending     Footwear & Leather retail sales (annual %)                   of shopping centre space in Europe.
                                                                   (annual%)
                                                                                         Clothing retail sales (annual %)
       in the Middle East, with risks to the
                                                                Source: Consensus Economics Inc., Statistik Austria,
       inflation outlook from the impact on oil.                        Economist Intelligence Unit                                                   Shopping Centre Pipeline
                                                                                                                                                  yield %
   >   The Government is restricted from                                                                                                     1,200,000

       increasing public spending until 2003 to                 RETAIL PROPERTY MARKET OVERVIEW                                              1,000,000

       boost the domestic sector, and as such                      >   With the exception of Salzburg, last year                                800,000

       a convincing revival in domestic demand                         saw little movement in high street rents                                 600,000

                                                                                                                                                400,000
       is unlikely to materialise until next year.                     and the current market is very stable.
                                                                                                                                                200,000
                                                                       Capital values slipped by just under 1%
             GDP Growth & Inflation                                                                                                                      0
annual
% growth
                                                                       during 2002.                                                                          95 96 97 98 99 00 01 02 03 04

    5                                                              >   Shopping centre rents have also been                                              New Shopping Centre GLA Per Annum

                                                                                                                                                      Source: C&W H&B, European Research Group
    4                                                                  fairly stable.

    3
                                                                   >   The general picture however is one of a
                                                                       slowdown in demand.                                                        >   Historically, planning regulations have
    2
                                                                                                                                                      been tight; nevertheless shopping
    1                                                             Shop Property Performance
                                                                annual
                                                                                                                                                      centres have grown in popularity with
    0                                                           % growth                                                      Yield (%)

        91      93       95        97       99        01   03                                                                     8
                                                                                                                                                      consumers and retailers alike.
                                                                   40
   Growth    Inflation
                                                                   30
                                                                                                                                                  >   Planning laws were relaxed in 2000 and
Source: Consensus Economics Inc., Statistik Austria                                                                               7
                                                                   20                                                                                 further liberalisation is expected,

                                                                   10                                                             6                   resulting in an increase in the amount of
RETAIL MARKET TRENDS                                                   0                                                                              new space coming on-stream.
                                                                                                                                  4
   >   The overall retail market remains                          -10

       somewhat subdued, with falling retail                      -20                                    4                                    INVESTMENT MARKET TRENDS
                                                                     91 92 93 94 95 96 97 98 99 00 01 02
       sales.                                                                                                                                     >   Prime retail yields in Vienna remain in the
                                                                   Yield            Rental Growth
   >   Performance in clothing sales (-0.6%)                                        Capital Growth                                                    5.0-6.0% bracket.
       was less negative.                                       Source: C&W H&B, European Research Group
                                                                                                                                                  >   Out-of-town shopping centre yields are in
   >   Economic prospects in Germany may                                                                                                              the 7-8% range, but with the possibility
       influence near term performance in the                                                                                                         of achieving sub-7% for the very best
       Austrian retail market due to trade links                                                                                                      schemes.
       between the countries and also as a                                                                                                        >   Whilst there is increasing foreign
       result of the high proportion of German                                                                                                        interest, competition is less fierce than
       retailers present in the Austrian market.                                                                                                      in other countries due to reduced




                                                                                                                                                                                                     23
                                                                                                                                          consolidated report and accounts   2002’sonaeimobiliária
        supply, low yields and weaknesses in                                     in Argentina. As such, inflows of foreign                  Growth in Consumer Spending
                                                                                                                                            annual
        rents in recent years.                                                   direct investment will be subdued.                         % growth
                                                                                                                                               6.0
                                                                             >   However, exports should continue to do
                                                                                                                                               4.0
                    Retail Yield Data                                            well, owing to gains in competitiveness,
yield %                                                                                                                                        2.0
      7                                                                          diversion from the domestic to foreign                        0.0
      6
                                                                                 markets and a recovery in external                            -2.0
      5
                                                                                 demand.                                                       -4.0
      4
      3
                                                                             >   Some recovery in domestic demand is                           -6.0
                                                                                                                                                      01    01      01        01        02      02          02    02
      2                                                                          expected in 2004 due to the                                          T1    T2      T3        T4        T1      T2          T3    T4
      1                                                                          implementation of various public anti-                         Consumer spending        Retail sales clothing & footwear
      0                                                                                                                                                                  Total retail sales %
      Dec 97 Dec 98        Dec 99      Dec 00     Dec 01 Dec 02
                                                                                 poverty policies.
                                                                                                                                            Source: Economist Intelligence Unit, Instituto Brasileiro
                                                                                                                                                    de Geografia e Estatístics
    Average Shops     Headline Shops    Headline S. Centres

    Source: C&W H&B, European Research Group                              annual      GDP Growth & Inflation
                                                                          % growth

                                                                             20                                                             RETAIL PROPERTY MARKET OVERVIEW
MARKET OUTLOOK                                                               15                                                                >   Overall rental growth in the year to
    >   Stability is the main feature of the                                 10
                                                                                                                                                   December 2002 was minimal. However,
          current market and values are expected                                                                                                   the market is clearly polarised, with some
                                                                              5
          to remain unchanged in the short term.                                                                                                   of the best schemes registering growth.
                                                                              0
    >   Longer term, however, Austria is likely to                                                                                             >   In recent years, rents have been under
                                                                              -5
          see an increasing number of international                                91      93       95        97        99        01   03          pressure as a result of wider economic
          operators entering the market.                                     Growth     Inflation                                                  problems, with considerable volatility
                                                                          Source: Economist Intelligence Unit, Instituto Brasileiro
    >   This will place upward pressure on rental                                 de Geografia e Estatística                                       resulting from sharp fluctuations in the
          levels, especially if the retail                                                                                                         exchange rate.
          development pipeline remains at its                             RETAIL MARKET TRENDS                                                 >   However, purpose-built schemes are
          current low level.                                                 >   Consumer spending growth has been                                 increasingly popular with consumers and
                                                                                 subdued over the last 12-18 months.                               have been helped by the expansion of
                              Boom                                           >   Some improvements in the retail market                            the food and leisure sectors.

              Recovery                     Slowing
                                                                                 have been seen towards the end of last                        >   As a result, rents in well-located schemes
                                                                                 year, with 0.2% (year-on-year) growth in                          with a strong tenant mix have seen growth.
                              Slump                                              total retail sales seen in Q3, while sales
                                                                                 volumes of clothing and footwear                               Shop Property Performance
                                                                                                                                            annual %
                                                                                 expanded by 2.0%.                                          rental growth
                                                                                                                                               80
Brazil                                                                       >   The improvement in the large-scale food
                                                                                                                                               60
                                                                                 sector later in the year was due largely
                                                                                                                                               40
ECONOMIC OVERVIEW                                                                to the discounts obtained from suppliers
                                                                                                                                               20
    >   The weakness in the economy is likely to                                 and passed on to consumers through
                                                                                                                                                0
          continue over the next 12-18 months,                                   sales promotions.                                            -20
          despite the new Government’s policy                                                                                                 -40
                                                                                                                                                   1997      1998         1999          2000         2001        2002
          commitments.
                                                                                                                                                Average High Street Rents
    >   Sentiment generally remains low,                                                                                                        Average Shopping Centre Rents
                                                                                                                                            Source: C&W H&B, European Research Group
          especially in light of the economic crisis




 24
              sonaeimobiliária’ consolidated report and accounts   2002
analysis of the business
Shopping and leisure centres

At present Sonae Imobiliária owns 12 shopping      Madrid, Luz del Tajo in Toledo, Plaza Eboli in         que D. Pedro in Campinas, São Paulo opened
centres, 2 shopping galleries and one retail       Pinto, Madrid, Dos Mares in S. Javier, Murcia,         in March 2002, and the company has holdings
park in operation in Portugal. The company is      Malaga Outlet in Malaga and Zubiarte in Bilbao).       in five other shopping centres in operation, of
the market leader in the country’s shopping cen-   Sonae Imobiliária is also developing another 7         which four are in the state of S. Paulo and one
tre industry, with a market share of 51% in        new projects elsewhere in Europe: 3DO in Dort-         is in Brazilia.
terms of GLA under management                      mund, Germany, Alexander Platz in Berlin, Ger-         Sonae Imobiliária owns or co-owns about
In Portugal, the company is also marketing and     many, Vienna Mitte in Vienna, Austria, Aegean          1,140,532 m2 of GLA in operation in Portugal,
developing 2 more shopping centres and 2 new       Park in Athens, Greece, Mediterranean Cosmos           Spain and Brazil and manages 1,516,821 m2
retail parks and is extending an existing shop-    in Thessalonica, Greece, Brescia Centre in             of GLA in these markets.
ping centre.                                       Brescia, Italy and Pavia Centre in Pavia, Italy.       Sonae Imobiliária is also actively involved in 114
In Spain, Sonae Imobiliária owns six shopping      In Brazil, Sonae Imobiliária is developing one         properties, of which 83 are in Portugal, 16 in
centres already in operation and it is develop-    new shopping and leisure centre in São Paulo           Spain, 3 in Greece, 2 in Italy, 2 in Germany, 1
ing 6 new shopping centres (Avenida M40 in         and is extending another shopping centre. Par-         in Austria and 7 in Brazil.




                                                                                                                                                                 27
                                                                                                      consolidated report and accounts   2002’sonaeimobiliária
Shopping and leisure centre development

The main events                                                      >   A joint venture was set up between               Berlin, Germany for the development of
of 2002                                                                  Sonae Imobiliária (65%) and the Eroski           a shopping and leisure centre.
                                                                         Group (35%) to develop three shopping
 >   Construction started at Parque Atlântico                            and leisure centres in Spain:                Performance
     in Ponta Delgada, Azores, Portugal. This                             - Luz del Tajo, Toledo, with a GLA of
     joint development of Sonae Imobiliária                                41,400 m2. The opening of this             Sonae Imobiliária is developing two more shop-
     (50%) and the Nicolau de Sousa Lima                                   centre is scheduled for Autumn 2004;       ping centres, two new retail parks and the ex-
     Group (50%) is scheduled to open in                                  - Plaza Éboli in Pinto (near Madrid) with   pansion of an existing shopping centre in Por-
     Autumn 2003;                                                          a GLA of 30,000 m2. This centre is         tugal.
 >   On 18th April 2002, Plaza Mayor in                                    scheduled to open in Autumn 2004;.         In Spain, there are 6 new Centres under de-
     Malaga, Spain opened as planned. This                                - Dos Mares in S. Javier, Murcia, with a    velopment (Avenida M40 in Madrid, Luz del Tajo
     development, which has a total GLA                                    GLA of 24,000    m 2,   scheduled to       in Toledo, Plaza Éboli in Pinto – Madrid -, Dos
     (Gross Lettable Area) of 33,000 m2 was                                open in Spring 2004;                       Mares in S. Javier, Zubiarte in Bilbao and
     Sonae Imobiliária’s first complete project                      >   Building began at Estação Viana, in Viana    Malaga Factory Outlet in Malaga).
     in this country;                                                    do Castelo, Portugal. Sonae Imobiliária      In the rest of Europe, Sonae Imobiliária has
 >   The International Council of Shopping                               and a group of local investors are           seven new projects under development: 3DO
     Centres (ICSC) awarded                                              carrying out the development on a 50-50      in Dortmund and Alexanderplatz in Berlin, Ger-
     MadeiraShopping first Prize in the "New                             basis. The centre is scheduled to open       many, Vienna Mitte in Vienna, Austria, Aegean
     Medium-Sized Shopping Centre"                                       in November 2003;                            Park in Athens and Mediterranean Cosmos in
     category, while both AlgarveShopping                            >   It has been announced that Parque            Thessalonica, Greece and the Brescia Centre
     and Parque Principado (a development in                             Atlântico shopping and leisure centre in     in Brescia and the Pavia Centre in Pavia, Italy.
     Oviedo, Spain of which Sonae Imobiliária                            Ponta Delgada, Azores, Portugal, will        The estimated total gross development cost of
     owns 25%) received "Honourable                                      open in October 2003;                        these Shopping Centres is around €1,700.4
     Mentions" in the ICSC "Large Shopping                           >   Approval has been given, conditional on      million.
     Centre" category;                                                   obtaining a licence, for investing in the    The tables below give a more detailed picture
 >   The sales launch and presentation to the                            Pavia Shopping and Leisure Centre in         of each of these projects being developed in
     public of the Avenida M40 shopping and                              Pavia, Italy;                                the various markets in which Sonae Imobiliária
     leisure centre, in Madrid, Spain, took place.                   >   Building has begun at Coimbra Retail         operates.
     This centre will open in March 2004;                                Park, in Eiras, Coimbra, Portugal. This
 >   A joint venture was set up between                                  project is being developed jointly by        Portugal
     Sonae Charagionis (39.9%) and Lamda                                 Sonae Imobiliária (50%) and Miller
     Development (60.1%) to develop a                                    Developments (50%). The centre is            In Portugal, Sonae Imobiliária is currently de-
     shopping and leisure centre in                                      scheduled to open in October 2003;           veloping and marketing two shopping cen-
     Thessalonica, Greece, with a GLA of                             >   The company has bought WIB’s holding in      tres and two new projects and is extending
     47,000    m 2;                                                      Sonae West Shopping, AG (Dusseldorf,         CascaiShopping. The total investment in all
 >   A 50-50 joint venture was set up with                               Germany) and Sonae Imobiliária now           these projects amounts to around €146.8
     ING to develop the Zubiarte shopping                                owns 95% of the company;                     million.
     and leisure centre in Bilbao, Spain, with                       >   The company has signed a promissory          The two Shopping Centres, Parque Atlântico
     a GLA of 21,700       m 2;                                          contract to buy a site in Alexander Platz,   (Ponta Delgada, Azores, Portugal) and Estação




28
         sonaeimobiliária’ consolidated report and accounts   2002
Viana (Viana do Castelo, Portugal) are both be-           this type in Portugal. We hope that that these           now under construction. €25.4 million is being
ing developed in partnership with local com-              developments will be just as successful as Sin-          invested in extending its GLA by 7,000 m2. The
panies. Construction started in 2002 and the              tra Retail Park. Building began at Coimbra Re-           building work and the marketing campaign are
centres are scheduled to open in the Autumn               tail Park in late 2002 and the project is sched-         proceeding faster than expected and the new
of 2003.                                                  uled to open in Autumn 2003. The architectural           area of the Centre should open in October of
The marketing campaigns for these centres                 plans for Setúbal Retail Park, in Setúbal, have          this year.
have been highly successful and the centres               been approved and the project is still awaiting          Sonae Imobiliária will of course manage all of
should open almost fully let.                             a building licence. Hopefully this will soon be          these projects.
Coimbra Retail Park and Setúbal Retail Park are           granted so that building can begin during 2003.
the company’s second and third investments of             The second extension of CascaiShopping is
                                                                                                                   Spain
 Portugal                           Parque                   Estação                  Extension                      Coimbra                                Setúbal
                                   Atlântico                  Viana                 CascaiShopping                  Retail Park                            Retail Park


Location                   Ponta Delgada, Azores     Viana do Castelo              Cascais,                   Coimbra                                Setúbal
Opening Date               Autumn 2003               Autumn 2003                   Autumn 2004                Autumn 2003                            Autumn 2004
Catchment Area             116,000 inhab             134,000 inhab                 1,000,000 inhab            175,000 inhab.                         154,000 inhab.
GBA   (m2)                 37,000                    33,000                        10,000                     13,000                                 20,000
GLA (m2)                   22,000                    18,000                        7,000                      12,800                                 20,000
Nr. of Parking places      1,120                     600                           610                        500                                    800
Anchor Stores              7                         7                             2                          1                                      3
Shop Units                 75                        85                            36                         10                                     10
Restaurants                16                        16                                                       1                                      4
% GLA leased               67%                       55%                           65%                        55%                                    15%
Gross Investment (€)       39.5 million              46.3 million                  25.4 million               13.5 million                           22.1 million
Developers                 Sonae Imobiliária         Sonae Imobiliária             Sonae Imobiliária          Sonae Imobiliária                      Sonae Imobiliária
                                                                                                              Miller Developments                    Miller Developments
Owners                     Sonae Imobiliária (50%)   Sonae Imobiliária (50%)       Sonae Imobiliária (50%)    Sonae Imobiliária (50%)                Sonae Imobiliária (50%)
                           Grupo Nicolau             Group of Local                PanEuropean (25%)          Miller Group (50%)                     Miller Group (50%)
                           Sousa Lima (50%)          Investors (50%)               TransEuropean (25%)




In Spain, Plaza Mayor, in Malaga, opened as               been signed for 55% of its GLA. The centre will          restaurants, a 10-screen cinema and parking
planned on     18th   April. The opening event was        feature a 15,000   m2   Eroski hypermarket, a 12-        for about 1,000 cars.
a huge success. Sonae Imobiliária’s first com-            screen Yelmo Cineplex cinema, a Forum                    In October, also in partnership with the Eroski
plete project in Spain, the centre has 33,000             sports shop, and the Zara Group’s complete               Group (65%/35%), building began at the Dos
m2    of GLA, and represents an investment of             range of brand names.                                    Mares shopping and leisure centre in S.
€ 46.9 million.                                           In July 2002, Sonae Imobiliária announced that           Javier, in the Murcia area. This project repre-
The construction and marketing of the Avenida             it was going to develop a new shopping and               sents an investment of about € 35 million. It
M40 shopping and leisure centre, in Madrid,               leisure centre, Plaza Éboli, in Pinto, in the            will have 24,000 m2 of GLA with 77 shops, in-
are proceeding at a brisk pace. This joint ven-           Madrid area. This is another joint venture with          cluding an Eroski hypermarket, 15 restau-
ture between Sonae Imobiliária and the Eroski             the Eroski Group (65%/35%). About € 45 mil-              rants, an 8-screen cinema and parking for
Group (60/40) is scheduled to open next                   lion will be invested in the centre, which will          about 1,200 cars. It is scheduled to open in
spring. Avenida M40 will have 147 shops and               have 30,000 m2 of GLA with 80 shops. The                 Spring 2004.
a number of anchors. Contracts have already               Centre will have an Eroski hypermarket, 13




                                                                                                                                                                               29
                                                                                                              consolidated report and accounts   2002’sonaeimobiliária
The company is continuing to develop Luz del                             As has already been mentioned, the company             construction. With a GLA of around 21,700 m2
Tao, in Toledo. This is another joint investment                         has formed a 50/50 joint venture with ING, and         and 77 shops, it is scheduled to open in the
with the Eroski Group (65%/35%). The esti-                               Sonae Imobiliária and ING Developments are             second quarter of 2004.
mated investment in the centre is € 77 million                           developing the Zubiarte shopping and leisure
and it will have 41,000            m2   of GLA.                          centre, in Bilbao. The centre is already under


 Spain                          Avenida M40                     Luz del Tajo              Plaza Éboli           Dos Mares                 Zubiarte                Málaga
                                                                                                                                                               Factory Outlet


Location                       Madrid, Spain                Toledo, Spain             Pinto, Spain          S. Javier, Spain         Bilbau, Spain             Malaga, Spain
Opening Date                   Spring 2004                  Autumn 2004               Autumn 2004           Spring 2004              Autumn 2004               Spring 2005
Catchment Area                 1,009,000 inhab              247,000 inhab             156,000 inhab         137,000 inhab            1,500,000 inhab           882,000 inhab
GBA (m2)                       65,000                       55,000                    39,000                31,000                   35,000                    17,000
GLA (m2)                       47,600                       41,400                    30,000                24,000                   21,700                    16,700
Nr. of Parking places          2,400                        2,000                     1,000                 1,200                    1,000                     970
Anchor Stores                  8                            8                         7                     9                        8                         3
Shop Units                     111                          77                        60                    53                       55                        50
Restaurants                    28                           14                        13                    15                       14
% GLA leased                   55%                          8%                        Not started           Not started              20%                       Not started
Gross Investment (€)           110.7 million                77.1 million              45.0 million          35.2 million             75.0 million              30.7 million
Developers                     Sonae Imobiliária            Sonae Imobiliária         Sonae Imobiliária     Sonae Imobiliária        Sonae Imobiliária         Sonae Imobiliária
                               Group Eroski                 Group Eroski              Group Eroski          Group Eroski             ING                       Castle City
Owners                         Sonae Imobiliária (60%) Sonae Imobiliária (65%) Sonae Imobiliária (65%) Sonae Imobiliária (65%) Sonae Imobiliária (50%) Sonae Imobiliária (75%)
                               Grupo Eroski (40%)      Grupo Eroski (35%)      Grupo Eroski (35%)      Grupo Eroski (35%)      ING (50%)               Castle City (25%)




Germany and Austria                                                      55,000 m2 and an estimated development cost            and represents an investment of around
                                                                         of € 250 million.                                      € 265.5 million.
Through its subsidiary for the German and Aus-                           In December, Sonae Imobiliária signed a con-           In Austria the Vienna Mitte shopping and leisure
trian markets, SonaeWest Shopping, AG, with,                             tract for the purchase of a site on the Alexan-        centre is being developed in Vienna. The devel-
headquarters in Dusseldorf, Sonae Imobiliária                            derplatz, in the city of Berlin,on which to de-        opment cost of this centre, which will have around
has continued to develop 3DO in Dortmund,                                velop a shopping and leisure centre. This              25,000 m2 of GLA, is € 170 million The building
Germany. The project has a GLA of around                                 new development will have 53,200 m2 of GLA             licence for the project was granted in 2002.


Germany & Austria                                            3 DODortmund                                  Alexander Platz                                Vienna Mitte


Location                                                          Dortmund, Germany                       Berlin, Germany                            Viena, Austria
Opening Date                                                      Spring 2006                             Spring 2006                                Autumn 2006
Catchment Area                                                    3,400,000 inhab                         2,000,000 inhab                            2,000,000 inhab
GBA (m2)                                                          86,000                                  79,000                                     40,500
GLA   (m2)                                                        55,000                                  53,200                                     24,600
Nr. of Parking places                                             2,100                                   1,600                                      750
Anchor Stores                                                     8                                       14                                         6
Shop Units                                                        180                                     190                                        125
Restaurants                                                       25                                      20                                         23

                                                                                                                                                                               Cont.   >>




30
             sonaeimobiliária’ consolidated report and accounts   2002
Cont.   >>


Germany & Austria                             3 DODortmund                                       Alexander Platz                                          Vienna Mitte


% GLA leased                                      Not started                                   Not started                                         Not started
Gross Investment (€)                              250.0 million                                 265.5 million                                       170.,0 million
Developers                                        Sonae Imobiliária                             Sonae Imobiliária                                   Sonae Imobiliária
                                                  Sonae West Shopping, AG                       Sonae West Shopping, AG                             Sonae West Shopping, AG
Owners                                            Sonae Imobiliária (90%)                       Sonae Imobiliária                                   Sonae Imobiliária
                                                  WestDeutsche Immobilien Bank (10%)




Greece and Italy                                        ment with the LAMDA Development Group to                         shopping and leisure centre has a development
                                                        develop Mediterranean Cosmos, a shopping                         cost of about € 109 million.
In Greece during 2002, through Sonae Chara-             and leisure centre in the city of Thessalonica,                  In November, Sonae Imobiliária agreed to in-
gionis, SA –Sonae Imobiliária’s subsidiary for          in Northern Greece. This centre, of which                        vest in the Pavia Centre, a shopping and leisure
the Greek market, with headquarters in Athens           Sonae Charagionis owns 39.9%, will have                          centre in Pavia, Italy. The agreement is condi-
– the Company continued to focus on obtain-             47,000     m2   of GLA and represents an invest-                 tional on the necessary licences being ob-
ing the licences required for the development           ment of € 104 million.                                           tained. This new centre represents an invest-
of Aegean Park, a shopping centre in the                In Italy, through Sonae Imobiliária Italy, srl, ef-              ment of € 129 million and it will have 47,500
Greater Athens area.                                    forts are being made to conclude the licensing                   m2 of GLA.
During the first week of July, through Sonae            process so that work can begin in 2003 on the
Charagionis, Sonae Imobiliária signed an agree-         Brescia Centre, in Brescia, Italy. This 29,000 m2


Italy & Greece                      Brescia Centre                      Pavia Centre                   Aegean Park                          Mediterranean Cosmos


Location                            Brescia, Italy                      Pavia, Italy                   Athens, Greece                         Salónica, Greece
Opening Date                        Autumn 2005                         Autumn 2005                    Autumn 2005                            Autumn 2004
Catchment Area                      582,000 inhab                       530,000 inhab                  1,104,000 inhab                        210,000 inhab
GBA (m2)                            40,000                              65,000                         83,000                                 74,000
GLA (m2)                            29,000                              47,500                         60,000                                 47,000
Nr. of Parking places               2,500                               2,700                          2,300                                  2,800
Anchor Stores                       7                                   11                             13                                     11
Shop Units                          105                                 106                            295                                    175
Restaurants                         15                                  18                             25                                     21
% GLA leased                        Not started                         Not started                    Not started                            Not started
Gross Investment (€)                109.2 million                       129.2 million                  152.0 million                          104.0 million
Developers                          Sonae Imobiliária Italy, srl        Sonae Imobiliária Italy, srl   Sonae Charagionis, SA                  Sonae Charagionis, SA
                                                                                                                                              Lamda Developments
Owners                              Sonae Imobiliária                   Sonae Imobiliária              Sonae Imobiliária (50%)                Sonae Charagionis (39,9%)
                                                                                                       Charagionis Group (50%)                Lamda Devolopments (60,1%)




                                                                                                                                                                                31
                                                                                                                     consolidated report and accounts   2002’sonaeimobiliária
The geographical distribution of the company’s                        –, the second results from the value created             actual increase in value generated during the
investments is as follows:                                            during the development process and is                    development phase. The Company, therefore,
                                                                      recorded as Indirect Profit.                             recognised under the heading "Realized Prop-
Geographical breackdown
of Development Investments                                            The income arises from project management                erty Profit" (IAS 40) 10% of the increase in value
                                                                      fees (services rendered) debited to projects un-         relating to the centres opened during the year,
                                                                      der development in the various countries. This           in this case Plaza Mayor.
                                                                      applies in every market except in Brazil, where          In relation to non-realised gains on revaluation,
                 10%      14%             22%
                Austria Italy             Spain                       this income is included as part of the Brazil busi-      the business has recognised the income from
  29%                 2%        8%                   15%
Germany             Brazil    Portugal              Greece            ness unit. The growth versus 2001 results from           future capital gains in the value of centres in
                                                                      an increased number of projects under devel-             course of development, which will only mate-
Financial Performance                                                 opment in 2002, as mentioned above.                      rialise at the time when the centres open. At
of the Development                                                    Operating costs rose by 8.9%, a substantial in-          that time, the centres will be transferred to the
of Shopping and Leisure                                               crease over 2001. The Company has a strong               shopping centre investment business. These
Centres                                                               commitment to future expansion and conse-                non-realised gains on revaluation are excluded
                                                                      quently reinforce the management team during             from the global consolidated accounts, since
This business contributed € 1.845 million to the                      the year.                                                they represent transactions between busi-
Company’s consolidated profits, as against €                          The Total Indirect Profit is higher than last year       nesses of the same Group.
511 thousand in 2001. This Net Profit has two                         by 19.5%. The Company has already ex-                    The Deferred taxes arise from the Realized
components, first, the one that results from the                      pressed its belief that the development busi-            Property Profit and from the Non-Realised Prop-
normal activity of development – Direct Profit                        ness should be remunerated in relation to the            erty Profit.


                                                                      Sonae Imobiliária Development
                                                                                                                                                                        (000’s Euro)

                                                                      Profit & Loss Account                         Actual 2002               Actual 2001               var.(%)




                                                                      Project Development Services Rendered                  8.796                  6.827                 28,8%
                                                                      Operating Costs                                       11.498                 10.559                  8,9%
                                                                      General Supplies and Services                          6.386                  7.098                -10,0%
                                                                      Personnel Costs                                        5.027                  3.460                 45,3%
                                                                      Other Costs                                               86                       2                        -
                                                                      Gross Operating Results                               (2.703)                (3.732)               -27,6%
                                                                      Depreciation                                              94                     41               128,5%
                                                                      Operating Results                                     (2.797)                (3.773)               -25,9%
                                                                      Financial Income                                         690                     92               646,5%
                                                                      Financial Costs                                          624                    163               281,9%
                                                                      Financial Results                                         66                    (71)              -192,6%
                                                                      Current Results                                       (2.731)                (3.844)               -29,0%
                                                                      Corporate Taxes                                         (901)                (1.266)               -28,8%
                                                                      Direct Profits                                        (1.830)                (2.578)              -29,0%
                                                                      Realized Property Profit (IAS 40)                      1.947                  4.610                -57,8%
                                                                      Non - Realized Property Profit (IAS 40)                3.563                       0                       --
                                                                      Total Indirect Income                                  5.510                  4.610                 19,5%
                                                                      Deferred Tax                                           1.836                  1.521                 20,6%
                                                                      Indirect Profit                                        3.675                  3.089                19,0%
                                                                      Net Profit                                             1.845                    511              261,2%




32
          sonaeimobiliária’ consolidated report and accounts   2002
Investment in Shopping and Leisure
Centres

Main Events in 2002                                    >   The company has sold Quinta do                        Investimentos, the Investment Fund
                                                           Lambert, where Sonae Imobiliária has its              Management Company of the Banco
 >   In 2002, construction proceeded of                    Lisbon headquarters, to AF                            Comercial Português Group;
     Phase 2B of the extension of
     CascaiShopping The extension will add          Information on Centres and Galleries Owned
     around 7,000      m2   of GLA to the centre
                                                                                                                                31.12.2002
     and about 34 new shops. Total                  Centre                     Location       Opening          Units           Occupancy             GLA (M2) Total

     investment will be around € 25 million;
 >   The remodelling of the shopping gallery        CascaiShopping                 Cascais 91+94+99+00            170                      99%                    64,894
                                                    CoimbraShopping                Coimbra        1993              69                     97%                    26,482
     opposite the hypermarket at Gaiashopping
                                                    GuimarãesShopping          Guimarães          1995              92                    100%                    24,875
     was completed. New toilets and a MaxMat
                                                    GaiaShopping                       Gaia   1989+95             163                      97%                    57,186
     shop were built and Worten moved to
                                                    ViaCatarina                     Oporto        1996            100                      96%                    11,611
     larger premises. The space it occupied         Centro Colombo                   Lisbon       1997            426                     100%                   119,769
     previously was taken over by Sportzone;        MaiaShopping                      Maia        1997            110                     100%                    28,940
 >   On   18th   April 2002, the Plaza Mayor        NorteShopping                   Oporto        1998            289                      99%                    72,024

     shopping and leisure centre opened in          Centro Vasco da Gama             Lisbon       1999            166                     100%                    47,649
                                                    Sintra Retail Park               Sintra       2000              16                    100%                    17,317
     Malaga, Spain. The centre has about
                                                    MadeiraShopping                 Funchal       2001            112                      92%                    26,516
     33,000m2 of GLA;
                                                    AlgarveShopping                    Guia       2001            133                      96%                    42,404
 >   In December 2002, an agreement was
                                                    Arrábida Shopping                  Gaia       1996            176                      97%                    56,457
     signed relating to the acquisition of FILO’s   Total Shopping C’s in Portugal                             2,022                       98%               596,124
     shopping centre business and a joint           ClérigoShopping                 Oporto        1991              25                     16%                     1,423

     venture with ING for this purpose, under       Edifício Grandella               Lisbon       1998                5                    80%                     5,806
                                                    Total Galleries in Portugal                                     30                     27%                    7,229
     the terms of which Sonae Imobiliária has
                                                    Total Portugal                                            2,052                        97%               603,353
     the same holding in the development
                                                    P.Primcipado                    Oviedo        2001            126                      95%                    75,542
     business as ING and 100% of the
                                                    Plaza Mayor                     Málaga        2002            111                      90%                    33,034
     shopping centre management business.           Gran Casa                     Zaragoça        1997            177                      97%                    78,943
     As a result of this purchase, the company      La Farga                      Barcelona       1996            128                      73%                    18,584
     now co-owns four shopping centres in           Max Center                       Bilbau       1994            186                      82%                    59,613

     operation: Gran Casa in Zaragoza, Max          Valle Real                 Santander          1994            104                      91%                    47,738
                                                    Total Shopping C’s in Spain                                   832                      88%               313,454
     Center in Bilbao, Valle Real in Santander
                                                    Shopping Penha                São Paulo       1992            203                      69%                    18,106
     and La Farga in Barcelona. Jointly with
                                                    Shopping Franca               São Paulo       1993            108                      81%                    18,361
     ING, Sonae Imobiliária is also developing
                                                    Shopping Metrópole            São Paulo       1980            164                      95%                    25,289
     a shopping centre in Zubiarte, Bilbao;         Pátio Brasil              Brasília, DF        1997            198                      90%                    30,942
 >   At the beginning of 2003, an agreement         Tivoli Shopping               São Paulo       1998            160                      88%                    21,389

     should be finalised for the purchase of        Parque D. Pedro               São Paulo       2002            368                      86%                   109,638
                                                    Total Shopping C’s in Brazil                              1,201                        85%               223,725
     Castle Management’s 25% holding in the
                                                    TOTAL                                                     4,085                        92%             1,140,532
     Plaza Mayor shopping and leisure centre
     in Malaga, Spain;




                                                                                                                                                                     33
                                                                                                      consolidated report and accounts   2002’sonaeimobiliária
   >   During 2002, the re-financing took place                          Geographical Distribution                                                          Portugal:
                                                                         of GLA owned                                                                    Shopping and
       of ViaCatarina (€ 39 million),                                                                                                                  GalleriesRental and
       CascaiShopping (€ 123 million including                                                                                          Million Euro     Other Income
                                                                                                                                        160.0
                                                                                                                                                                                                144
       the extension project) and Centro Vasco                                                                                          140.0
                                                                                                                                                                                        124
                                                                                                                                        120.0
       da Gama (€ 111 million).                                                27%                 53%                 20%
                                                                                                                                                                                 102
                                                                               Spain              Portugal             Brazil           100.0
                                                                                                                                                                           87
                                                                                                                                         80.0
                                                                                                                                                              62
Performance                                                                                                                              60.0
                                                                                                                                         40.0           32
                                                                         Overall, 2002 was a highly successful year.
                                                                                                                                         20.0
Sonae Imobiliária owns or co-owns 1,140,532                              The Shopping Centres and Galleries owned or                      0.0
                                                                                                                                                        97    98           99    00     01      02
m2     of GLA in operation in Portugal, Spain and                        co-owned by the company in Portugal, Spain
Brazil, an increase of 44% compared to the pre-                          and Brazil generated rents and other income
vious year.                                                              amounting to € 223.9 million, an increase of                   In Portugal, rents and other income generated
The percentage of GLA in centres in operation                            58.7% over the previous year. On a "like-for-like"             by shopping centres and galleries owned or co-
owned (or co-owned) by the company in each                               basis, the increase was 12.2%, an excellent re-                owned by Sonae Imobiliária amounted to
of these countries is as follows:                                        sult bearing in mind that during the year the                  € 143.8 million an increase of 16.1% over
                                                                         Brazilian Real was devalued by 43.8% against                   2001. This portfolio was 97% occupied at the
                                                                         the Euro. At the end of 2002, the occupancy                    end of 2002.
                                                                         rate of this portfolio was 92%.


Portugal                         Gross Rental Income                                       Gross Fixed                             Gross Variable                                Variable
                                                                                          Rental Income                            Rental Income                                over fixed
(000’s Euro)                     2002            2001           02/01%             2002          2001        02/01%         2002                2001         02/01%             2002          2001
                                                                 var.                                         var.                                            var.



CascaiShopping                  14,619          13,809                 5.9%       14,188        13,547         4.7%              431                   262     64.5%             3.0%          1.9%
CoimbraShopping                   2,783           2,679                 3.9%           2,258     2,163          4.4%             525                   516         1.7%         23.3%         23.9%
GuimarãesShopping                 2,922           2,641                10.6%           2,698     2,452         10.0%             224                   189     18.5%             8.3%          7.7%
GaiaShopping                      9,132           8,341                 9.5%           8,785     8,004          9.8%             347                   337         3.0%          3.9%          4.2%
ViaCatarina                       4,933           4,678                 5.5%           4,853     4,588          5.8%              80                    90     -11.1%            1.6%          2.0%
Centro Colombo                  37,487          36,650                  2.3%      32,952        31,756          3.8%            4,535            4,894             -7.3%        13.8%         15.4%
MaiaShopping                      4,073           3,879                 5.0%           3,522     3,354          5.0%             551                   525         5.0%         15.6%         15.7%
NorteShopping                   21,490          19,551                  9.9%      18,045        16,460          9.6%            3,445            3,091         11.5%            19.1%         18.8%
Centro Vasco da Gama            13,404          12,260                  9.3%      11,765        10,370         13.5%            1,639            1,890         -13.3%           13.9%         18.2%
Sintra Retail Park                2,474           2,382                 3.9%           2,469     2,377          3.9%               5                    5          0.0%          0.2%          0.2%
MadeiraShopping                   6,109           4,262                43.3%           5,634     3,891         44.8%             475                   371     28.0%             8.4%          9.5%
AlgarveShopping                   6,500           3,851                68.8%           5,905     3,450         71.2%             595                   401     48.4%            10.1%         11.6%
Arrábida Shopping                 9,040           8,618                 4.9%           8,797     8,422          4.5%             243                   196     24.0%             2.8%          2.3%
Total                        134,966         123,601                   9.2%     121,871        110,834        10.0%       13,095              12,767           2.6%             10.7%         11.5%




Analysis of the fixed and variable rents gener-                          CoimbraShopping, Centro Colombo, Ma-                           In December, Sonae Imobiliária sold Quinta do
ated only by the portfolio of shopping centres                           iaShopping, NorteShopping, Centro Vasco da                     Lambert, where the company has its Lisbon
in Portugal shows revenue amounting to €135                              Gama and AlgarveShopping were all particularly                 headquarters, to AF Investimentos, the Invest-
million, an increase of 9.2% over 2001.                                  successful, generating turnover rents amount-                  ment Fund Management Company of the
Turnover rents amounted to 10.7% of the fixed                            ing to over 10% of the fixed rental income of                  Banco Comercial Português Group.
rents.                                                                   these centres.




34
           sonaeimobiliária’ consolidated report and accounts   2002
The portfolio of shopping centres in Spain ei-          the opening of Plaza Mayor and the fact that
ther owned or co-owned by Sonae Imobiliária             Parque Principado has now been in operation
generated fixed and variable rents of €36 mil-          for a full year. At the end of 2002, the occu-
lion. Major factors contributing to this total were     pancy rate was 88%.


Spain                      Gross Rental Income                            Gross Fixed                     Gross Variable                                 Variable
                                                                         Rental Income                    Rental Income                                 over fixed
(000’s Euro)               2002         2001      02/01%            2002     2001     02/01%          2002            2001           02/01%            2002          2001
                                                   var.                                var.                                           var.



Parque Principado           9,158        5,299        72.8%          9,129    5,286      72.7%            29               13           123.1%           0.3%         0.2%
Plaza Mayor                 3,169            0          n.a.         3,036       0          n.a.         133                 0                 n.a.      4.4%          n.a.
Gran Casa                   8,548        8,068         5.9%          8,410    7,999       5.1%           138               69           100.0%           1.6%         0.9%
La Farga                    3,372        3,276         2.9%          3,297    3,223       2.3%            75               53                41.5%       2.3%         1.6%
Max Center                  6,855        6,073        12.9%          6,684    5,921      12.9%           171              152                12.5%       2.6%         2.6%
Valle Real                  4,450        4,102         8.5%          4,207    3,953       6.4%           243              149                63.1%       5.8%          n.a.
Total                     35,552       26,818         32.6%         34,763   26,382      31.8%           789             436             81.0%          2.3%         1.7%




On 18th April the Plaza Mayor shopping and               Ranking                                         Shop Tenants                                    % weight
                                                         (Weight on rents)             Name                     Brand                                    on rents
leisure centre opened in Malaga, Spain, and in
December, Sonae Imobiliária agreed to buy                      1                      GRUPO INDITEX            Zara; Pull & Bear;                       8.33%
                                                                                                               Bershka; Kiddy’s Class;
25% of Castle Management’s holding in its                                                                      Massimo Dutti;
                                                                                                               Stradivaríus; Oysho
SPV, the special purpose vehicle which owns
                                                               2                      SONAE DISTRIBUIÇÃO       Modelo Bounjour;                         4.46%
Plaza Mayor.                                                                                                   Vobis; Sport Zone;
                                                                                                               Worten; Auto Center;
In September, Sonae Imobiliária, became the
                                                                                                               Max Office
owner, jointly with ING Real Estate Bishop                     3                      GRUPO IBERSOL            Pizza Hut; Pans &                        3.52%
                                                                                                               Company; KFC;
B.V., of the shopping centres acquired from
                                                                                                               Pasta Café; Iber;
FILO. As a result of this purchase, the com-                                                                   Ó Kilo; Burguer King;
                                                                                                               Quiosque Buondi
pany now owns 50% of the Gran Casa Centre
                                                               4                      GRUPO                    Cortefiel; Douglas;                      3.46%
in Zaragoza, the Max Center in Bilbao and                                             CONFESPANHA              Women Secret; Milano;
                                                                                                               Springfield
Valle Real in Santander as well as 25% of La
                                                               5                      WARNER LUSOMUNDO         Warner Lusomundo                         2.84%
Farga in Barcelona.
                                                               6                      GRUPO MACONDE            Macmoda; Tribo                           2.57%
Finally, a note concerning the relative weight-                7                      GRUPO BCP                BCP; BII; Bonança;                       1.53%
ing in terms of rental income of the various                                                                   Banco 7; Nova Rede;
                                                                                                               BPSM
groups who are clients/shop tenants.                           8                      GRUPO                    Perfumes e Cª                            1.48%
In fixed rental terms, Sonae Imobiliária’s                                            BARREIROS FARIA
                                                               9                      MANGONOR                 Mango                                    1.24%
largest tenant is the INDITEX Group, which gen-
                                                               10                     GRUPO VISTA ALEGRE       Casa Alegre;                             1.17%
erates about 8.3% of the total fixed rental in-                                       E ATLANTIS               Vista Alegre; Atlantis
come. Sonae Distribuição, including all its
brand names, represents only 4.5% of the to-
tal rental income. Sonae Turismo’s contribu-
tion is negligible.




                                                                                                                                                                       35
                                                                                                          consolidated report and accounts   2002’sonaeimobiliária
Open Market Valuation                                                             Open Market Value                                               The changes in the open market value of the
                                                                                 of Operating Shopping
                                                                                 Centres and Galleries                                            main Shopping Centres owned (or co-owned) by
The open market value of the shopping centres                          million of Euro                                                            Sonae Imobiliária between 2001 and 2002 are
                                                                       3,000
and galleries in operation in Portugal, Spain and                                                                                                 shown in the following table:
                                                                       2,500
Brazil as at 31 December 2002, was € 2,560.9                                                                                 1.944
                                                                                                                                      2.561
                                                                       2,000
million. The part that belonged to Sonae Imo-                                                                    1.480                    1.471
                                                                       1,500                           1.359

biliária was valued at € 1,471.2 million. This rep-                    1,000
                                                                                              959
                                                                                                                       854
                                                                                                                                 1.064
                                                                                                          760
                                                                                   653           534
resents an increase in 2002 of € 407 million just                         500         375

in its share of the shopping centres and galleries                           0
                                                                                  ‘12/97      ‘12/98    ‘12/99 ‘12/00 ‘12/01 ‘12/02
in operation. This increase came about through
                                                                            Total Value         Sonae Share
the company’s own investment and through the
growth in rents and other types of income.


Shopping Centres and Galleries owned or co-owned and in operation

 At 31/12 and in 000’s €                                                                      Open Market Value attributable to Sonae
                                                   2002                          2001                            %                       2000                %             1999            %



Portugal
CascaiShopping                                    97,359                         93,404                        4.2%                   84,122              11.0%           75,892       10.8%
CoimbraShopping                                   31,475                         29,265                        7.6%                   27,988               4.6%           26,870        4.2%
GuimarãeShopping                                  33,231                         31,326                        6.1%                   28,107              11.5%           26,526        6.0%
GaiaShopping                                      58,207                         56,242                        3.5%                   92,572              21.5%           89,290        3.7%
(50% held in 2001)

ViaCatarina                                       33,026                         31,212                        8.8%                   28,556               9.3%           28,571       –0.1%
Centro Colombo                                  278,574                      250,249                       11.3%                     240,770               3.9%          225,282        6.9%
MaiaShopping                                      49,245                         41,965                    17.3%                      39,206               7.0%           37,081        5.7%
NorteShopping                                   134,462                      118,172                       13.8%                     112,035               5.5%          101,391       10.5%
Centro Vasco da Gama                            204,098                      185,903                           9.8%                  166,798              11.5%          129,603       28.7%
Sintra Retail Park                                14,713                         14,300                        2.9%                   13,343               7.2%                   -       n.a.
MadeiraShopping                                   32,460                         26,573                    22.2%                              -             n.a.                  -       n.a.
AlgarveShopping                                   81,927                         77,566                        5.6%                           -             n.a.                  -       n.a.
Arrábida Shopping                                 59,049                         57,090                        3.4%                           -             n.a.                  -       n.a.
( 50% adquired in 2001)
Others                                              5,666                         8,728                   -35.1%                         9,462            -7.8%             9,118       3.8%
Total Portugal                               1,113,490                   1,021,994                             9.0%                  842,958             21.2%           749,623       12.5%
Spain
Parque Principado                                 31,625                         32,750                        -3.4%                          -             n.a.                  -       n.a.
Plaza Mayor                                       61,875                                  -                     n.a.                          -             n.a.                  -       n.a.
Gran Casa                                         63,250                                  -                     n.a.                          -             n.a.                  -       n.a.
Max Center                                        61,000                                  -                     n.a.                          -             n.a.                  -       n.a.
Valle Real                                        33,000                                  -                     n.a.                          -             n.a.                  -       n.a.
La Farga                                          11,352                                  -                     n.a.                          -             n.a.                  -       n.a.
Total Spain                                     262,102                       32,750                    700.1%                                -             n.a.                  -      n.a.
Total Shopping and Gallleries in op.         1,375,592                   1,054,744                       30.4 %                      842,958             21.2%           749,623       12.5%




36
           sonaeimobiliária’ consolidated report and accounts   2002
This increase in the open market value of as-        Risk Management                                          vestment monitoring procedures and staff au-
sets attributable to Sonae Imobiliária is due                                                                 dits. Various audits relating to the company’s
mainly to the purchase of four Shopping Cen-         In its Shopping Centres, Sonae Imobiliária has           computer systems were also carried out.
tres in Spain, the opening of Plaza Mayor in         set up a number of activities and plans of ac-           These included audits of security and back-up
Malaga in Spain and to the opening of Parque         tion in the area of Risk Management. During              procedures connected with the management
Dom Pedro in Campinas in Brazil. The in-             2002, various audits took place of a techno-             and invoicing of contracts in Portugal, while in
crease was much less than it would have been         logical and operational nature. These included           Brazil, there were audits of the efficiency, se-
had the Brazilian Real not been devalued. On         audits of the fire alarm system, the burglar             curity and availability of the computer systems
a "like-for-like" basis, the increase was 8.6%.      alarm and CCTV systems, and technical audits             and of the processing centre which handle the
This figure shows that dynamic management            of the tenants’ shops, particularly of the hygiene       Company’s operations in that country.
of the company’s assets produced genuine             standards and sanitation in the shops in the
growth.                                              food courts. These audits revealed that some             Financial Performance
The percentage of the total Open Market Value        operating procedures were in need of im-                 of Investment in Shopping
of shopping centres and galleries in operation       provement and that there is also a need for              and Leisure Centres
which are owned (or co-owned) by Sonae Imo-          some re-building in particular areas. The emer-
biliária in each country is as follows:              gency procedures in the Shopping Centres                 This business contributed €108.2 million to the
                                                     were also audited. Fire drills and bomb-scare            company’s Consolidated Profits, compared to
Geographical breakdown of                            and evacuation drills were held. In some cases           € 116.1 million in 2001, a decrease of 6.8%.
OMV of Shopping Centres
in operation                                         the civil protection services, the security serv-        The income of this business has two main ele-
                                                     ices and the fire-fighting service were present.         ments. The first relates to the direct income from
                                                     In addition to these audits, technical, environ-         operations during the year and corresponds to
                                                     mental, legal and security audits took place in          the Total Income from shopping centres. This
           76%                       6%      18%
          Portugal                  Brazil   Spain   all the Shopping Centres.                                amounted to € 107.9 million compared to
                                                     All assets owned by Sonae Imobiliária in Por-            € 98.7 million in 2001, an increase of 9.3%.
The Re-financing of                                  tugal and Spain are insured against acts of ter-         This figure is lower than it would have been since
Shopping and Leisure                                 rorism.                                                  one type of income generated in 2001 did not
Centres in Operation                                                                                          arise in the same way in 2002. We refer to the
                                                     Internal Auditing                                        payment of key money (net of letting costs),
During 2002 three shopping centres in Portu-                                                                  which, according to IAS regulations, must be ac-
gal were re-financed through long-term, mort-        In conducting its internal audits Sonae Imobil-          counted for only when the shopping centre
gage-backed, project finance type loans. This        iária has been using the shared services of the          opens. In 2001, this was the case of
is a means of financing the expansion of the         Sonae Group. Specialist staffs carried out this          Madeirashopping and Algarveshopping, where
company, particularly outside Portugal.              work, reporting directly to the Board of Direc-          key money reached the amount of € 5.6 million.
The Shopping Centres that were re-financed in        tors of Sonae Imobiliária. During 2002, com-             In the first half of 2002 only Plaza Mayor
this way were ViaCatarina (€ 39.2million), Cas-      pliance audits were conducted on the main                opened. However, in the Spanish Shopping
caiShopping (€ 122.9 million including the ex-       units in Portugal, Germany and Greece and at             Centres market the concept of key money
tension currently underway) and Vasco da             the beginning of the year, on the implementa-            barely exists. This meant that only the letting
Gama (€ 111.0 million).                              tion of the Euro. Further audits were conducted          costs of this investment were taken into ac-
These transactions raised Sonae Imobiliária’s        in Portugal and Brazil of a number of proce-             count (€ 931 thousand).
long-term level of debt by € 238 million.            dures critical to the business. These included           If this unfavourable factor were to be left out,
                                                     audits of shop tenant contract management, in-           the increase in Shopping Centre Operating In-




                                                                                                                                                                     37
                                                                                                          consolidated report and accounts   2002’sonaeimobiliária
come would have been 18.6%. This growth is                          Sonae Imobiliária Assets
                                                                                                                                             000’s Euro
due to the increase in business after the open-                     Profit & Loss Account                    Actual 2002    Actual 2001     var.(%)

ing of Plaza Mayor and to the fact that Algar-
                                                                    Fixed Rental Income                           84,555         70,458      20.0%
veshopping, Madeirashopping and Parque Prin-
                                                                    Turnover Rental Income                         8,581          8,264        3.8%
cipado were all in operation for the whole year.
                                                                    Key-Money Income                               9,098         16,149     – 43.7%
The second main element of the income of this                       Other Income                                   5,714          3,859      48.1%
business is Gains on Revaluation of the com-                        Total Shopping Centre Operating Income       107,948         98,730        9.3%

pany’s properties. This amounted to € 108.9                         Property Management Services                   5,673          4,922      15.3%
                                                                    Common Charges for Vacant Units                  805            434      85.6%
million, of which € 21.4 million derives from the
                                                                    Letting & Marketing Costs                      2,171          6,448     – 66.3%
increase in value of Plaza Mayor, which opened                      Property Taxes                                 3,013          3,254      – 7.4%
during the year, and the remaining amount is                        Capital Expenditure                            6,030          3,696      63.2%
from gains in value of the other properties.                        Other Costs                                   10,624          4,374     142.9%
                                                                    Total Shopping Centre Operating Costs         28,316         23,127      22.4%
There was an increase during the year in Net
                                                                    Shopping Net Operating Margin                 79,632         75,603        5.3%
Financial Expenses. This was due to the in-
                                                                    Parking Income                                 7,101          6,424      10.5%
crease in investments, to the re-financing of                       Parking Costs                                  3,284          3,150        4.3%
certain properties and to the fact that the in-                     Parking Net Operating Margin                   3,817          3,274      16.6%

terest charges on the financing for the devel-                      Co-generation Income                           2,432          2,044      19.0%
                                                                    Co-generation Costs                            1,699          1,575        7.9%
opment of the centres which opened during the
                                                                    Co-generation Net Operating Margin               733            469      56.3%
year ceased to be capitalised once the centres
                                                                    Total Shopping Centre Operating Margin        84,182         79,346        6.1%
opened.                                                             Office Income                                  1,154          1,198      – 3.7%
The Extraordinary Profits and Losses relate to                      Office Costs                                      59             40      46.8%

the capital gain on the sale of a business in-                      Offices Net Operating Margin                   1,094          1,158      – 5.5%
                                                                    Asset Management Fees                          1,288            499       157.9
cluded within the sale of Prædium (€ 1.4 mil-
                                                                    Total Income from Services Rendered            1,288            499       157.9
lion), and to previous year adjustments in re-
                                                                    General Supplies and Services                  7,582          7,559        0.3%
spect of estimates for local property taxes and                     Personnel Costs                                  363            322      12.6%
notary fees.                                                        Total Overheads                                7,945          7,882        0.8%

Corporation Tax was € 14.9 million. This is cal-                    Gross Operating Results                       78,619         73,121        7.5%
                                                                    Depreciation                                     242            639     – 62.2%
culated in relation to individual businesses or
                                                                    Provisions                                       111             89      25.2%
tax groups, in accordance with Portuguese Tax                       Operating Results                             78,266         72,393        8.1%
and Accounting Regulations. Deferred Tax re-                        Financial Income                              10,781          7,998      34.8%
lates to tax on adjustments made to comply                          Financial Costs                               34,060         24,790      37.4%
                                                                    Financial Results                            (23,279)       (16,792)     38.6%
with IAS regulations.
                                                                    Current Results                               54,987         55,601      – 1.1%
                                                                    Other Non-Recurring Income                     3,714          1,716     116.4%
                                                                    Other Non-Recurring Costs                        494          2,477     – 80.0%
                                                                    Results Before Corporate Taxes                58,207         54,840        6.1%
                                                                    Corporate Taxes                               14,939         11,464      30.3%
                                                                    Direct Profits                                43,267         43,376     – 0.3%
                                                                    Realized Property Profit                           0         13,631    – 100.0%
                                                                    Non-realized Property Profit (IAS 40)        108,958         96,987      12.3%
                                                                    Total Indirect Income from Investments       108,958        110,618      – 1.5%
                                                                    Deferred Tax                                  44,050         37,896      16.2%
                                                                    Indirect Profit                               64,908         72,722    – 10.7%
                                                                    Net Profit                                   108,176        116.098     – 6.8%




38
        sonaeimobiliária’ consolidated report and accounts   2002
The Management and Letting of Shopping and Leisure
Centres (Property Management)

Main Events of 2002                                    Portugal (22.5% of the total), 247 in                  in Oviedo (Asturias, Spain), which will join
                                                       Spain (35.6%) and 290 in Brazil (41.2%);               our portfolio of centres under
 >   The company took over the                     >   Contracts were renewed and shops re-                   management in April 2003.
     management of Arrábida Shopping in                let in ViaCatarina and Arrábida Shopping
     Portugal (bought 28/12/2001), of                  (where most of the existing contracts           Portfolio Under
     Parque D. Pedro in Brazil (in March) and          expired in 2002). The results of this           Management
     of a number of centres in Spain;                  were extremely positive, both in terms
 >   Plaza Mayor (in Malaga), which opened             of the quality of brands and of the             Sonae Imobiliária’s consolidated business of
     in April;                                         agreed rents;                                   managing, marketing and letting shopping
 >   Gran Casa (in Zaragoza), La Farga (in         >   The back office and management staff of         centres continued to expand. The company’s
     Hospitalet), Max Centre (in Bilbao) and           the FILO Shopping Centres were integrated       business grew in all three of the countries
     Valle Real (in Santander), all four of            into CCC in the last quarter of 2002;           where it operates, Portugal, Spain and Brazil.
     which were bought in September;               >   The company began to train the future
 >   La Morea (in Pamplona), which opened in           management staff of Parque Principado,
     October;
 >   At the end of 2002, the GLA under          Shopping Centres: Contracts and GLA (m2) under management
     management in the company’s                 Centres                                          GLA m2                         number of contracts
     portfolio in Portugal, Spain and Brazil
                                                CascaiShopping                                      64,894                                                       187
     amounted to a total of 1,516,831 m2,
                                                CoimbraShopping                                     26,482                                                        93
     an increase of 34.5% over 2001, with
                                                GuimarãeShopping                                    24,875                                                        98
     a corresponding increase in the
                                                GaiaShopping                                        57,186                                                       179
     number of contracts under                  ViaCatarina                                         11,611                                                       120
     management from 3,949 to 5,089             Centro Colombo                                     119,769                                                       502

     (+28,9%);                                  MaiaShopping                                        28,940                                                       120
                                                NorteShopping                                       72,024                                                       333
 >   During 2002, the number of visits to
                                                Centro Vasco da Gama                                47,649                                                       227
     centres in the company’s portfolio under
                                                Sintra Retail Park                                  17,317                                                        16
     management in Portugal, Spain and
                                                MadeiraShopping                                     26,516                                                       143
     Brazil was 377,000 million, an increase    AlgarveShopping                                     42,404                                                       177
     of 6.5% relative to 2001;                  Arrábida Shopping                                   56,457                                                       195
 >   During 2002, sales (excluding those        Total Shopping Centres in Portugal                 596,124                                                    2,390

     made in shops of which the occupiers       ClérigoShopping                                       1,423                                                           3
                                                Galeria Lambert                                       1,995                                                       16
     are the owners) amounted to about
                                                Grandella                                             5,806                                                           3
     € 2,495 million in the company’s
                                                Total Galleries in Portugal                          9,224                                                        22
     portfolio under management in Portugal,
                                                Third Party Galleries under Management             259,246                                                       647
     Spain and Brazil. This is an increase of   Total under management in Portugal                 864,594                                                    3,059
     about 11.5% over the previous year;        Plaza Mayor                                         33,034                                                       103
 >   Contracts were signed for 693 shops        Gran Casa                                           78,943                                                       175
                                                La Farga                                            18.584                                                        93
     during 2002, of which 156 were in
                                                                                                                                                              Cont.   >>




                                                                                                                                                                  39
                                                                                                   consolidated report and accounts   2002’sonaeimobiliária
Cont.     >>


Shopping Centres: Contracts and GLA (m2) under management

 Centres                                                            GLA m2                   number of contracts


Max Center                                                                 59,613                                       148
Valle Real                                                                 47,738                                        93
Urbil                                                                      35,675                                        69
La Morea                                                                   19,195                                        72
Total Shopping Centres in Spain                                       292,782                                          753
Third Party Galleries under Management                                 135,720                                          162
Total under management in Spain                                       428,502                                          915
Penha                                                                      18,106                                       166
Franca                                                                     18,361                                        89
Metrópole                                                                  25,289                                       156
Pátio Brasil                                                               30,942                                       194
Tivoli                                                                     21,389                                       148
Parque D. Pedro                                                        109,638                                          362
Total Shopping Centres in Brazil                                      223,725                                        1,115
Total under management                                           1,516.821                                           5,089




As at 31/12/2002, Sonae Imobiliária had un-                                 In Spain, Sonae Imobiliária expanded its port-      We will begin by analysing the 2002 per-
der management 1,516,821 m2 of GLA (an in-                                  folio under management from seven to fourteen       formance of Sonae Imobiliária’s 12 shopping
crease of 34.4% over 31/12/2001). Of this to-                               shopping centres and galleries. The company         centres and the retail park in Portugal. De-
tal, 57% was in Portugal, 28% in Spain, and the                             now manages a total of 915 contracts and            spite the weak economy, the centres contin-
remaining 15% in Brazil. This GLA relates to                                428,502 m2 of GLA. Sonae Imobiliária co-owns        ued to perform well. The total number of vis-
5,089 contracts with retailers (over 28.9%                                  five of these centres, and the other two shop-      its remained more or less the same (-0.1%),
more than in the previous year).                                            ping centres and seven galleries are owned by       while total sales rose by 7.7% compared to
In Portugal, at the end of 2002, Sonae Imobil-                              other companies                                     the previous year.
iária had under management 3,059 contracts                                  In Brazil, Unishopping, a company wholly            On a "like-for-like" basis, excluding the centres,
for shops and storage space, representing a                                 owned by Sonae Enplanta, currently manages          which opened in 2002, and the months of
total GLA of 864,594             m2.                                        six Shopping Centres. Sonae Imobiliária is co-      2002 during which the centres were not open
                                                                            owner of these, either directly or through          in 2001, there was a slight decline in the num-
                       Portugal:
                    No of contracts                                         Sonae-Enplanta. The company has a total of          ber of visits in Portugal (-2.1%), while sales
GLA                  & GLA under                             No. of         1,115 contracts and 223,725 m2 of GLA un-           rose by 5.5%.
(000’s) m2           management                           contracts
under manag.                                          under manag.
                                                                            der management.                                     At CascaiShopping the number of visits re-
1,000                                                      3,500

                                                           3,000                                                                mained stable, despite building works for the
 800
                                                           2,500            Performance of Centres                              current extension. There were about 10.5 mil-
 600                                                       2,000
                                                                            under Management                                    lion visits (3.4% fewer than in 2001). Total sales
 400                                                       1,500
                                                                                                                                increased by 1.5% compared with 2001. The
                                                           1,000
 200                                                                        In this section, we will deal only with the Shop-   average effort rate at the centre (Rents plus
                                                           500

      0                                                    0                ping Centres in Portugal and Spain. Centres         Common Service Charges as a percentage of
          ‘93 ‘94 ‘95 ‘96 ‘97 ‘98 ‘99 ‘00 ‘01 ‘02
                                                                            under management in Brazil will be dealt with       Shop Sales) was 12.5% in 2002.
   GLA (1.000 m2 ) under Management
  No of Contracts under Management                                          in a separate section on Brazil.




 40
               sonaeimobiliária’ consolidated report and accounts   2002
Centre                                         Visits                                    Sales                   MaiaShopping also completed its fifth year in
                                                              02/01                                 02/01
[visits 000’s; 000’s Euro]           2002       2001
                                                              % Var.
                                                                               2002       2001
                                                                                                    % Var.       operation, performing well with 8.6 million vis-
                                                                                                                 itors (-1,6%), while sales rose 11.2% as several
CascaiShopping                       10,460     10,824           -3.4%        159,165     156,765     1.5%
                                                                                                                 new brands opened and the tenant-mix im-
CoimbraShopping                       7,533         7,466         0.9%         45,343      43,875     3.3%
                                                                                                                 proved. The average effort rate during the year
GuimarãeShopping                      8,967         8,442         6.2%         41,726      37,070 12.6%
GaiaShopping                         10,721     10,670            0.5%         95,596      86,335 10.7%          was 10.4%.
Viacatarina                           9,585         9,371         2.3%         41,611      38,097     9.2%       NorteShopping opened in October 1998 and
Centro Colombo                       31,458     34,088           -7.7%        450,145     448,423     0.4%       has completed its fourth year with an excellent
MaiaShopping                          8,582         8,718        -1.6%         51,028      45,895 11.2%          performance record. The centre has had 21.7
NorteShopping                        21,652     21,558            0.4%        307,272     275,322 11.6%
                                                                                                                 million visitors (+0,4%) and a double-digit in-
Centro Vasco da Gama                 21,000     21,466           -2.2%        174,126     171,672     1.4%
                                                                                                                 crease in sales (+11,6%). The average effort
Sintra Retail Park                      n.d.         n.d.              -       24,270      20,756 16.9%
MadeiraShopping                       5,899         4,562        29.3%         79,384      57,508 38.0%
                                                                                                                 rate was low (8.9%), suggesting that rents

AlgarveShopping                       7,526         6,192        21.5%         80,985      53,916 50.2%          could rise in the medium term.
Arrábida Shopping                    12,179     12,438           -2.1%         80,931      79,786     1.4%       Centro Vasco da Gama, which opened in
Total                              155,562 155,795             -0.1%       1,631,582 1,515,420       7.7%        April 1999, performed reasonably well, with 21
Total (Like-for-like) 02/01        152,148 155,386             -2.1%       1,595,507 1,512,419       5.5%
                                                                                                                 million visits (-2,2%) and a 1.4% increase in to-
                                                                                                                 tal sales, despite intense competition in its
                                                                                                                 catchment area with the opening of "El Corte
At CoimbraShopping, five years after its ex-            most of 2001, the disruption caused by public            Inglés" and Fórum Almada. The average effort
tension, both traffic and sales increased by            works in downtown Porto had a considerable               rate was 10.4%.
0.9% and 3.3% respectively. In terms of sales,          effect on the centre, and this was an excellent          Sintra Retail Park opened in November 2000
the performance was excellent, reaching € 600           recovery. The average effort rate was 15.4%.             and its performance has shown steady
per m2 per month, the best record in the Sonae          This is likely to decrease in future, once new           progress. At the end of 2002 sales rose by a
Imobiliária portfolio. The average effort rate at       brands are introduced with better sales per m2.          healthy 16.9%. There is no record of levels of
the centre was 7.7%, which is very low.                 At Centro Colombo, in its fifth year of opera-           traffic. The average effort rate reached 11.4%
In GuimarãeShopping traffic continued to                tion there were 31.5 million visitors. Even              in 2002.
grow (+6.2%) together with sales (+12.6%). In           though the number of visits declined by 7.7%             MadeiraShopping opened at the end of
2001, a large number of contracts with retail-          compared to 2001, Colombo is still one of the            March 2001. It had almost 6 million visits in
ers expired and new brands moved in, im-                most popular shopping centres in the world. In           2002 and total sales were € 79 million. In the
proving the tenant-mix. The average effort rate         November 2001 the department store "El Corte             months during which performance can be com-
was 11.4%.                                              Inglés" opened in Lisbon, with over 40,000 m2            pared to the previous year, the number of vis-
In GaiaShopping visits reached 10.7 million             of GLA. In September 2002 Fórum Almada                   itors and total sales increased by 1.0% and
(+0,5%), while total sales rose 10.7% due to            opened in the Greater Lisbon area, with over             11.6% respectively. The average effort rate
the improvement in the tenant-mix during the            70,000   m2   of GLA. The presence of these new          was 9.8%.
second quarter of 2002. This performance was            competitors needs to be taken into account.              AlgarveShopping opened in April 2001. It had
achieved even though the shops in the Gallery           Sales at Centro Colombo rose by 0.4% in                  over 7.5 million visits in 2002 and total sales
opposite the Hypermarket had to close tem-              2002, reaching a monthly average of over                 reached € 81 (excluding the hypermarket). In
porarily for renovation works. The average ef-          € 469 per   m2     (excluding the Hypermarket and        the months which can be compared with the
fort rate was 11.3%.                                    C&A), a very good performance for a centre of            previous year, although the number of visits fell
At Viacatarina there were 9.6 million visits            this size. The average effort rate at Colombo            by 6.5%, total sales rose by 18.0%. The aver-
(+2.3%), while sales went up by 9.2%. During            was 10% in 2002.                                         age effort rate was 10.4%.




                                                                                                                                                                        41
                                                                                                             consolidated report and accounts   2002’sonaeimobiliária
Arrábida Shopping, acquired at the end of De-                            In Spain, the company bought four Shopping           Taking only the centres which are co-owned by
cember 2001, had over 12 million visits in                               Centres previously owned by FILO and the             Sonae Imobiliária and La Morea (Pamplona), the
2002 (-2.1%) and total sales (excluding the hy-                          number of centres in Sonae Imobiliária’s             growth over 2001 was 14.8% and 22% in vis-
permarket) were € 81 million, a 1.4% increase                            Spanish portfolio under management rose              its and sales respectively
over the previous year. October saw the be-                              from seven to fourteen. Overall, the per-            On a "like-for-like" basis, comparing only those
ginning of major improvements in the tenant-mix                          formance of these centres was good. In               months during which the centres were open
as old contracts expired and new ones were                               2002 the number of visitors increased by             in the previous year, the number of visitors
signed. It is probable that this change will gen-                        14.5% and total sales rose by 19.2% com-             and total sales rose by 2.5% and 9.5% re-
erate higher sales in 2003. In 2002 the centre’s                         pared to 2001.                                       spectively.
average effort rate was 13.4%.


Centre                                                       Visits                                     Sales
                                                                               02/01                                02/01
[visits 000’s;sales 000’s Euro]                  2002             2001         % Var.        2002        2001
                                                                                                                    % Var.



Plaza Mayor (Opened in April 2002)                5,120                  -         n.d.      22,701             -      n.d.
Gran Casa                                        16,305           16,414         –0.7%      110,554       96,766 14.2%
La Farga                                          6,410            6,688         –4.2%       39,140       39,676 –1.4%
Max Center                                        8,039            7,486          7.4%       88,451       81,040      9.1%
Valle Real                                        6,934            6,708          3.4%       58,131       53,040      9.6%
La Morea (Opened in October 2002)                    n.d.                -         n.d.      11,029             -      n.d.
Total                                           42,808        37,296            14.8%      330,006      270,522 22.0%
Total (Like-for-like) 02/01                     37,688        37,296             1.1%      296,276      270,522      9.5%




Plaza Mayor is primarily a leisure centre. It                            ance was excellent. There were 16.3 million vis-     sult, the level of traffic rose by 7.4% and sales
opened in April 2002, and has had a major im-                            its (-0,7%) and total sales were € 91 million, an    by 9.1%, an excellent performance. Average ef-
pact on the Malaga area. In its first eight and a                        increase of 14.2% over 2001. Average effort          fort rate was 11.2%.
half months in operation, it has had 5.1 million                         rate in 2002 was 10.4%.                              Valle Real, in Santander, continued to im-
visitors, with shop tenants recording sales of                           At La Farga, in Hospitalet (near Barcelona),         prove its performance as in previous years,
€ 23 million. These figures are within the fore-                         the level of traffic and sales fell by 4% and        with levels of traffic and sales increasing by
casts. In 2002 the average effort rate was 16%                           0.4% respectively due mainly to increased            34% and 9.6% respectively. Average effort
because several shops opened late and had to                             competition, with new shopping centres               rate was 9.5%.
start paying rent and expenses for the common                            opening in La Farga’s catchment area. There          Lastly, La Morea, in Pamplona, which is owned
parts before generating any sales. This figure                           are to be major changes in the tenant-mix of         by a third party but is managed by Sonae Imo-
should be much lower in 2003.                                            the upper floors of the centre to make it            biliária through CCC. The centre opened in Oc-
In September Sonae Imobiliária bought four cen-                          more competitive and more attractive to the          tober and has proved extremely popular in the
tres previously owned by FILO (Gran Casa, La                             local clientele. Average effort rate was             city. There are no figures for the level of traf-
Farga, Max Center and Valle Real). Although the                          around 10%.                                          fic, as the footfall system has not yet been in-
company only began managing these centres in                             The Max Center, in Bilbao, was extended in           stalled. Sales are good, with average monthly
September 2002, we present above their per-                              2002. A new area has been built, bringing to-        figures of around € 340 per m2. Average effort
formance figures for the whole of 2002:                                  gether the centre’s leisure facilities (cinemas,     rate was 9.3% during the first two and a half
Gran Casa is the largest shopping centre in                              bowling, food and drink), and a number of new        months in operation.
Zaragoza. As in previous years, its perform-                             fashion brands have been introduced. As a re-




42
             sonaeimobiliária’ consolidated report and accounts   2002
Rent Collection                                       In 2002 in Spain, 160 contracts were signed             New Businesses and
Performance                                           with shops in new developments at Plaza Mayor           New Technology (NTBD)
                                                      (in Malaga), La Morea (in Pamplona), Zubiarte
One of the most important aspects of shopping         (Bilbao), the enlarged Max Center and Avenida           During 2002, the NTBD (New Technologies
centre management is the collection of rent,          M-40 (under construction near Madrid).                  Business Department) launched a number of
service charges and key money.                        In Portugal, a total of 10 new contracts were           projects that add value to the company’s ac-
Rent collection performance in 2002 was ex-           signed with the first shop tenants of Parque            tivities by taking advantage of new technology.
cellent in Portugal and Spain, with the rent col-     Atlântico (Ponta Delgada, Azores) and Coimbra           The SonaeShopping brand was created at the
lection level (the ratio between rents collected      Retail Park.                                            end of 2001 and brings together a number of
and amounts invoiced over the 12-month pe-                                                                    projects involving communications, customer
riod) reaching an overall figure of 99.8%.            250                                                     loyalty, and new services to shop tenants. The
                                                                                                    233

                                                      200                                                     following schemes were launched in 2002:
                                                                                                  170
  %                                                                             160
                                                      150            146
                                                                                                                  >   Portal SonaeShopping.Com – This is the
101
                                       100.2                                                                          Internet infrastructure for on-line
100        99.8                                       100                           87

                                                                                                                      advertising and communication between
  99                                                    50
                                                                  10                                                  the Sonae Imobiliária Shopping Centres
  98
                          97.4                           0
  97                                                            Portugal        Spain             Total               and the public. This portal will give

  96
                                                          New Projects     Centres in Operation                       access to all the sites of Shopping

  95                                                                                                                  Centres under Sonae Imobiliária
           Total         Spain       Portugal
                                                      Once shopping centres are operating, it is im-                  management, both in Portugal and
                                                      portant to continue to ensure that the quality of               abroad. As at 31/12/2002, the portal
In Portugal, the rent collection level rose to over   the tenant-mix remains high. In Portugal, a to-                 already included 26 shopping centre and
100% as some bad debts were settled. In               tal of 146 contracts were signed for shops in                   gallery sites, 20 in Portugal, 1 in Spain
Spain, it was around 97.4% because some bad           centres already in operation and 87 such con-                   and 5 in Brazil. Over the next few
debts remained. These should be settled dur-          tracts were signed in Spain. The level of tenant                months the roll-out to the websites of
ing the first half of 2003.                           turnover in shops in existing shopping centres                  other centres under management will
                                                      was 6.1%.                                                       take place and this will then expand
Letting of centres under                              Besides the contracts signed in operating                       further to include the websites of
management                                            shopping centres, it should be noted that, dur-                 centres at the development stage,
                                                      ing 2002, 347 new contracts were re-negoti-                     serving as backup to other marketing
During 2002 the take-up of new tenancies in           ated with tenants that had reached the end of                   activities. This portal has already had
Iberia (the number of contracts being signed)         their respective contracts (280 in Portugal and                 more than 13,000 page-views and has
remained buoyant. Contracts were signed for           67 in Spain) but there was a mutual interest in                 links to Sonae Imobiliária’s corporate
a total of 403 shops, of which 170 were in new        establishing new contracts. The results                         portal;
projects being developed and 233 in centres           achieved with new contracts were very posi-                 >   SonaeShopping Gift Cheque Project
already in operation.                                 tive, namely in ViaCatarina, Arrábida Shopping                  – This is a customer loyalty programme
                                                      and Gran Casa.                                                  for individual shopping centres marketed
                                                                                                                      through their websites. Customers can
                                                                                                                      order cheques either on-line or at kiosks
                                                                                                                      in the shopping centres and can use
                                                                                                                      them to shop in those shopping centres.




                                                                                                                                                                     43
                                                                                                          consolidated report and accounts   2002’sonaeimobiliária
     The project is now in operation in the                              The project should generate advertising          It should be noted that halfway through 2002
     company’s 12 shopping centres in                                    revenue both from general advertisers            the Market Research Department started to in-
     Portugal, and the roll-out to the other                             and from tenants of the centres. It is due       voice its services and that the New Technolo-
     centres in Spain and Brazil will soon take                          to be launched in Spring 2003;                   gies Business Department (NTBD) also issued
     place;                                                                                                               some invoices for projects being launched.
 >   Portal SonaeShopping.Net – This is a                            Staff                                                Both of these departments should show an in-
     highly innovative B2B tool designed for                                                                              crease in revenue in 2003.
     the use of shop tenants in Sonae                                In Portugal the company continued to expand
     Imobiliária shopping centres. It has                            its involvement in shopping centre manage-           Financial Performamnce
     already been launched in 74 shopping                            ment and lettings. As a result, the number of        of property management
     centres and galleries in Portugal                               staff members involved in the management and
     (including the Continente and Modelo                            letting of Shopping Centres was 213 as at            As the Brazilian operations make up their own con-
     galleries), 1 centre in Spain and 2                             31/12/2002, an increase of 3.9% compared             solidated accounts, the following analysis of the
     centres in Brazil. It is now expanding to                       to staff numbers of 205 at the end of 2001.          company’s consolidated financial performance re-
     include the rest of the company’s                               In Spain there was a bigger increase in staff num-   lates only to the European operations. Property
     portfolio under management in Spain                             bers, from 30 people as at 31/12/2001 (in-           Management activities were clearly profitable in
     and Brazil, with priority for centres co-                       cluding Back Office), to 75 people as at             2002, as can be seen from the table below, show-
     owned by Sonae Imobiliária. The main                            31/12/2002 (also including Back Office). This is     ing the Consolidated Account for this business.
     objectives of the portal are to increase                        an increase of 150% and is due to the expansion      The Net profits rose from € 2.8 million in 2001
     the efficiency of digital (Internet)                            of the company’s portfolio under management          to € 3.5 million in 2002, an increase of 24%.
     communication between the centres and                           with the purchase of 4 FILO Shopping Centres         The Total Income increased by 13% overall be-
     their tenants, eliminating paperwork                            and to the addition of La Morea to this portfolio.   tween 2001 and 2002, as the company ex-
     wherever possible, and to offer a range                                                                              panded its operations. The main contributors
     of services to tenants, (security,                              Property Management                                  were the opening of Plaza Mayor (in 2002), the
     cleaning, maintenance,                                          and Letting Fees                                     first full year of operation of centres opened in
     telecommunications, insurance,                                                                                       2001 and the management of 5 additional
     temporary work etc.), through a group                           As Property Management is a service business,        shopping centres in Spain (from September on-
     of qualified service providers offering                         the fees related to it need to be analysed in        wards) as a result of their acquisition.
     preferential terms. The portal has had a                        some detail.                                         The Overheads including Personnel Costs
     good tenant take-up and is already in                           In Portugal and Spain the company expanded           went up by 12% in 2002, increasing less than
     use in over 1,500 shops. In 2002 there                          its operations and total fees related to Property    income thanks to benefits resulting from the
     were over 21,000 visits to the site and                         Management showed a marked overall in-               size of the company’s portfolio, particularly in
     almost 5,000 requests for services;                             crease in 2002 (+13% compared with 2001).            relation to back-office expenses.
 >   SonaeShopping.TV – An agreement has                             If the different types of fees are analysed sep-     As a result of this, Operating Results increased
     been made with SIC (Portuguese TV                               arately, it can be seen that in 2002 overall man-    by 6% between 2001 and 2002.
     operator) to set up the company SIC                             agement fees increased considerably (+21%),          The Financial Results are below last year be-
     INDOOR, in which Sonae Imobiliária will                         due to the overall expansion of the company’s        cause the interest rate of short-term invest-
     have a 35% shareholding. The aim is to                          portfolio, while letting fees, which relate to a     ments was lower than in 2001.
     use video walls to create a flow of                             more cyclical activity, fell by 27%, because ac-     The Results Before Corporate Taxes increased
     entertainment and information for clients                       tivity in this area peaked in 2001 and is likely     from € 5.1 million in 2001 to € 5.6 million in
     in the food-courts of shopping centres.                         to do so again in 2003.                              2002, an increase of 9%.




44
         sonaeimobiliária’ consolidated report and accounts   2002
Sonae Imobiliária Property Management
                                                                                            (000’s Euro)

Profit & Loss Account                          Actual 2002            Actual 2001           var.(%)




Property Management Income                          9,298                  7,653                21%
Letting Services Income                             2,046                  2,819                -27%
Common Charges Management Income                    4,643                  2,934                58%
Other Income                                         560                   1,295                -57%
Total Income from Management Services              16,548                14,701                 13%
Common Charges Operating Differences                 146                    116                 26%
General Supplies and Services                       7,408                  6,932                  7%
Personnel Costs                                     4,021                  3,357                23%
Overheads                                          11,429                10,188                 12%
Gross Operating Results                             5,265                  4,629                14%
Depreciation                                         708                    316                124%
Operating Results                                   4,556                  4,313                  6%
Financial Income                                    1,087                  1,276                -15%
Financial Costs                                      155                    163                   -5%
Financial Results                                    932                   1,113                -16%
Other Non-Recurring Income(Costs)                     97                   (314)              -131%
Results Before Corporate Taxes                      5,585                  5,112                  9%
Corporate Taxes                                     2,093                  2,302                  -9%
Net Profit                                         3,492                  2,811                 24%




Prospects for 2003                                   centre, which opened in April 2001. From 1                The Company will also be expanding its busi-
                                                     January 2003, we will no longer be manag-                 ness of marketing and letting shopping cen-
The prospects for 2003 are that Sonae Imo-           ing either the Eroski shopping centres and                tres. A large number of developments are un-
biliária will continue to expand its management,     galleries or the Urbil shopping centre in San             derway and are being marketed either by
marketing and letting activities in the shopping     Sebastian, owned by the Lar-Grosvenor                     Sonae Imobiliária Property Management (as is
and leisure centre sectors.                          Group.                                                    the case for Parque Atlântico, Estação Viana
In relation to Shopping Centre Management in         In April 2003, we will start to manage shopping           and Coimbra Retail Park and the extension of
Portugal the company will continue to enlarge        centres in Italy. We have already formed a part-          CascaiShopping), or by CCC (who are re-
its portfolio. In 2003 Parque Atlântico, Estação     nership with the Italian company Espansione               sponsible for Avenida M-40, Luz del Tajo, Plaza
Viana, and Coimbra Retail Park will open and         Commerciale and will be managing the Orio                 Eboli, Dos Mares and Zubiarte, which are be-
Sonae Imobiliária Property Management will           Center in Bergamo. This Centre has around                 ing developed by Sonae Imobiliária, and also
also be responsible for the extension of Cas-        54,000   m2   of GLA and is owned by the German           the projects at Elche, Fuengirola, Mijas and
caiShopping.                                         fund CGI.                                                 Gandia, which are being developed by third
In Spain, although none of the projects cur-         In 2003 we will also be setting up a manage-              party companies).
rently under development are scheduled to            ment company in Greece. The Mediterranean                 In Italy, Greece, Germany and Austria, we will
open before 2004, in April 2003 CCC will             Cosmos project (in Thessalonica) is scheduled             also begin the marketing and letting of the an-
begin managing Parque Principado, a shop-            to open in 2004. Some staff have already been             chor stores in centres under development, ei-
ping centre in Oviedo with over 70,000 m2            recruited and will be trained over the coming             ther directly through our own teams or through
of GLA. Sonae Imobiliária owns 25% of this           year.                                                     contracts with other companies.




                                                                                                                                                                      45
                                                                                                           consolidated report and accounts   2002’sonaeimobiliária
Shopping Centres Brazil

The main events                                                                >   The Parque D. Pedro was awarded the          The Development
of 2002                                                                            special prize for "Retail and Services"      of Shopping Centres
                                                                                   for its contribution to the development
  >   The Parque D. Pedro, the largest                                             of the regional economy promoted by          Boavista Shopping is being developed in Santo
      shopping and leisure centre in Latin                                         the IBEF (The Brazilian Institute for        Amaro, in São Paulo, and it is due to open in
      America, opened in Campinas, in the                                          Financial Managers) of the region of         April 2004. About 60% of the GLA has already
      state of São Paulo on           18th   March.                                Campinas, and it also won the "Herbert       been let. The estimated development cost is
  >   In September the Parque D. Pedro won                                         de Souza Betinho" Diploma of Merit           € 18 million.
      the Master Imobiliário prize for 2002 in                                     awarded by the Campinas Council, for         In July 2002 the Board of the Company ap-
      the retail category. The prize is awarded                                    its work for the benefit of the              proved the investment in the extension of Shop-
      annually by Fiabci/Brazil (The                                               community in respect of its Shopping         ping Penha, in the city of São Paulo. The total
      International Federation of Real Estate                                      Courses Centre.                              development cost is estimated at € 11.6 mil-
      Agents) and by Secovi (The São Paulo                                     >   The launch of Boavista Shopping, in São      lion and the GLA of the Centre will be increased
      Union of Real Estate Agencies and of                                         Paulo in October;                            by about 12,300 m2.
      Management Companies of Residential
      and Commercial Property);


Brazil                               Shopping Penha Expansion                                       Boavista Shopping


Location                                          São Paulo, Brazil                                        São Paulo, Brazil
Opening Date                                             April 2004                                              April 2004
Catchment Area                                     653,000 inhab.                                            340,000 inhab
GBA (m2)                                                    17,500                                                   40,000
GLA   (m2)                                                  12,300                                                   24,000
Nr. of Parking places                                             350                                                 1,160
Anchor Stores                                                        3                                                     3
Shop Units                                                          40                                                 150
Restaurants                                                              -                                               13
% GLA leased                                                      65%                                                  60%
Gross Investment (€)                                 € 11,6 million                                             € 18 million
Developers                                     Sonae Enplanta, SA                                       Sonae Enplanta, SA
Owners                                            Sonae Imobiliária                                  Sonae Imobiliária (95%)
                                                                                                    Sonae Enplanta, SA (5%)




Investiment in Shopping                                                      ping and leisure centre in Latin America. There    was 6.6%. Converted into Euros this amounts
Centres                                                                      are 360 shops and 108,000        m2   of GLA.      to a fall of 11.9% compared with 2002. The oc-
                                                                             The total rents generated by the shopping cen-     cupancy rate of the portfolio at the end of 2002
Sonae Imobiliária opened the Parque D. Pedro                                 tres owned or co-owned by Sonae Imobiliária in     was 85%. It should be noted that the growth in
in Campinas, in the state of São Paulo on 19th                               Brazil grew by 55.8% in Reais. If we exclude the   rents has been negatively affected by the sub-
March 2002. This Centre is the largest shop-                                 opening of Parque D. Pedro the growth in Reais     stantial devaluation of the Brazilian Real.




46
             sonaeimobiliária’ consolidated report and accounts   2002
The open market value, as at 31st December              Parque D. Pedro. It should be noted that once
2002, of the Brazilian shopping centres in op-          again this growth was strongly affected by the
eration was € 95.6 million, a growth of € 86            devaluation of the Brazilian Real.
million resulting exclusively from the opening of


Portugal                   Gross Rental Income                             Gross Fixed                          Gross Variable                                    Variable
                                                                          Rental Income                            Income                                        over fixed
(000’s Euro)              2002         2001      02/01%            2002        2001         02/01%        2002               2001           02/01%              2002          2001
                                                  var.                                       var.                                            var.


Penha                      1,776       3,653        -51.4%          1,698       3,516       -51.7%              78              137             -43.1%           4.6%          3.9%
Franca                      584          923        -36.7%               517     703        -26.5%              67              220             -69.5%          13.0%         31.3|%
Metrópole                  3,062       5,053        -39.4%          2,828       4,638       -39.0%             234              415             -43.5%           8.3%          8.9%
Pátio Brasil               3,691       5,407        -31.7%          3,385       4,962       -31.8%             306              444             -31.1%           9.0%          9.0%
Tivoli                     1,081       1,875        -42.3%               957    1,545       -38.1%             124              330             -62.4%          13.0%         21.4%
Parque D. Pedro            4,710           0          n.a.          4,341           0         n.a.             369                  0                 n.a.       8.5%            n.a.
Total                     14,904     16,910         -11.9%         13,726      15,364       -10.7%        1,178              1,546              -23.8%           8.6%         10.1%




  At 31/12 and in 000’s €                                                Open Market Value attributable to Sonae
                                        2002                    2001                    %             2000                              %                     1999               %



Brazil
Shopping Penha                             779                  2,437            -61.4%               3,021                     -19.3%                        3,283           -8.0%
Shopping Franca                            599                   795             -24.7%                  909                    -12.5%                         963            -5.6%
Shopping Metrópole                       1,116                  1,887            -40.9%               2,091                       -9.8%                       2,032           2.9%
Pátio Brasil                             1,683                  2,962            -43.2%               2,946                        0.5%                       2,482          18.7%
Tivoli Shopping                          1,212                  1,495            -18.9%               1,642                       -9.0%                       1,458          12.6%
Parque Dom Pedro                       90,234                        -              n.a.                   -                         n.a.                         -             n.a.
Total Brazil                           95,622                   9,576           898.6%               10,609                      -9,7%                       10,218           3.8%




Performance of Centres                                 Centre                                             Visits                                                  Sales
                                                                                                                                02/01                                        02/01
Under Management                                       [visits 000’s; Sales 000’s Euro]         2002       2001
                                                                                                                                % Var
                                                                                                                                                     2002             2001
                                                                                                                                                                             % Var



                                                       Parque Dom Pedro                        12,395                -              n.d.             96,026              -      n.d.
Unishopping, a company wholly owned by
                                                       Penha                                   10,843      13,522               -19.8%               24,179       34,475     -29.9%
Sonae Enplanta, currently manages six cen-
                                                       Franca                                    3,981         5,766            -30.9%               17,015       21,760     -21.8%
tres, and Sonae Imobiliária is co-owner of all of      Metrópole                                 8,630         8,908            -3.12%               54,849       56,102      -2.2%
them, either directly or through Sonae En-             Pátio                                   10,997          7,495             46.7%               36,695       54,448     -32.6%
planta. In these centres there are 1,115 con-          Tivoli                                    6,659         8,609            -22.6%               17,635       29,804     -40.8%,

tracts and 223,725   m2   of GLA.                      Total                                   53,507     44,299               20.8%            246,399         196,590      25.3%
                                                       Total (Like-for-like) 02/01             37,688     37,296                -7.2%           150,373         196,590 -23.5%




                                                                                                                                                                                 47
                                                                                                                 consolidated report and accounts   2002’sonaeimobiliária
Overall there were 53.5 million visitors to the-                       que D. Pedro was transferred from develop-          The income from Property Development
ses shopping centres in 2002 (an increase of                           ment to investment when it opened to the pub-       amounted to € 241 thousand, derived from de-
20.8% over 2001) which generated sales of                              lic in 2002.                                        velopment services provided by Unishopping
more than 914.7 million Reais (€ 246.3 million)                        The Gross Operating Profit of Investment in Shop-   and by Sonaeimo to projects under develop-
a growth of 121.57% (in Reais), compared to                            ping Centres was € 7.3 million, compared with       ment.
the same period in 2001. On a like-for-like ba-                        € 848 thousand in 2001. This growth resulted        The Financial Costs relate to local financing
sis the number of visitors fell by 7.2% and sales                      from the opening to the public of Parque D. Pe-     charges and exchange differences on the loans
rose by 8.23%.                                                         dro in the middle of March. This Operating Profit   made by the shareholders to Parque D. Pedro
                                                                       also included a non-recurring element of € 2.3      (€ 7.6 million). The Financial Income results
Financial Performance                                                  million relating to key money (deducted from the    from the capitalisation of interest on the de-
of the Shopping Centres                                                letting costs) recognized in the accounts of Par-   velopment of Parque D. Pedro, until its open-
Brazil Business                                                        que D. Pedro at the time of its opening.            ing in March 2002.
                                                                       In relation to Property Management, the income      Other Non-Recurring Income/(Costs) of € 737
The total contribution of this business of the                         from Property Management Services amounted          thousand resulted from the sale of the C&A
company to the Consolidated Profit was € 30.3                          to € 1.6 million, derived from contracts for        shop in Parque D. Pedro.
million.                                                               management services of the five shopping cen-       Non-Realised Property Profits of € 47 million
This business includes both investment (Sonae                          tres in which Sonae Enplanta has a share and        arose almost exclusively from the revaluation
Enplanta and Parque D. Pedro), management                              from the inclusion of the property management       of Parque D. Pedro as at 31/12/2002. De-
(Unishopping), and development (Sonaeimo and                           of Parque D. Pedro in the management portfolio      ferred tax is calculated based on this
Boavista Shopping) of shopping centres. Par-                           of Unishopping.                                     amount.




48
           sonaeimobiliária’ consolidated report and accounts   2002
Sonae Imobiliária Brazil
                                                                   (000’s Euro)

Profit & Loss Account                           Actual 2002   Actual 2001



Fixed Rental Income                               6.903         1.056
Turnover Rental Income                              599           114
Key-Money Income                                  5.997            77
Other Income                                        310            58
Total Shopping Centre Operating Income           13.809         1.306
Property Management Services                        174            54
Common Charges from Vacant Units                    875           150
Letting & Marketing Costs                         3.667             0
Income Tax                                          588             0
Centre Owner Contributions to Promotion Funds       444            52
Other Costs                                         741           237
Total Shopping Centre Operating Costs             6.491           492
Parking Income                                      104           134
Parking Costs                                        85            99
Parking Net Operating Margin                         18            35
Centre Net Operating Margin                       7.336           848
Income from Project Development Services            241           875
Income from Property Management Services          1.637         1.309
Total Income from Service Rendered                1.877         2.184
General Supplies and Sevices                      1.005         1.033
Personnel Costs                                   1.327         1.249
Structure Costs                                   2.331         2.281
Gross Operating Results                           6.882           751
Depreciation                                         80            89
Provisions                                          403           143
Operating Results                                 6.399           520
Financial Income                                    660         2.806
Financial Costs                                     343         3.178
FX Financial Results                             (7.606)            0
Financial Results                                (7.289)         (372)
Current Results                                    (890)          148
Other Non-Recurring Income                        3.305             0
Other Non-Recurring Costs                         2.568             0
Direct Results Before Corporate Taxes              (154)          148
Corporative Taxes                                   757           207
Direct Profits                                    (911)          (59)
Non-realized Property Profit (IAS 40)            47.440           221
Total Indirect Income From Investments           47.440           221
Deferred Tax                                     16.198          (235)
Indirect Profit                                 31.242           456
Total Net Profit                                30.330           397




                                                                                                                                             49
                                                                                  consolidated report and accounts   2002’sonaeimobiliária
Environmental Management

Sonae Imobiliária                                                    Practice for Environment Site assessment"         Proceeding with EMS
Reviewed and Improved                                                methodology published by the American So-         implementation in
its Environmental                                                    ciety forTesting Materials (ASTM, 2000)           centres which are
Management System                                                    During the year Sonae Imobiliária did not make    already open
                                                                     any land purchase that had environmental prob-
In 2002 in compliance with Norm ISO 14001                            lems.                                             The implementation of EMS continued in the
Sonae Imobiliária reviewed the operational pro-                      Implementation of Procedures for Design and       Shopping Centres in Portugal, and the imple-
cedures of its Environmental Management Sys-                         Development was started in 2002 in the ma-        mentation and coordination of EMS was begun
tem (EMS) and defined procedures for the Real                        jority of projects in the course of development   in centres where Sonae Imobiliária is the owner
Estate Development sector of its business.                           in the Iberian Peninsula (Parque Atlântico, Es-   or co-owner, in Spain (Plaza Mayor) and in Brazil
These procedures, three in total, were struc-                        tação Viana, Luz del Tajo, Dos Mares, Plaza       (Parque D. Pedro, Shopping Penha, Shopping
tured according to the logic of this develop-                        Eboli), and environmental audits of the proj-     Franca, Shopping Metrópole, Pátio Brasil and
ment business.                                                       ects for water supply and drainage, manage-       Tivoli Shopping). EMS monitoring went on as in
  >   New Business – defines how to evaluate                         ment of waste and acoustics, were also made       previous years and in the second semester the
      possible environmental issues relating to                      on centres being developed in Portugal.           centres in Brazil were also included. Monitor-
      land and properties to be purchased.                           In relation to the environmental requirements     ing was focused especially on the areas of
  >   Design and Development – defines                               to be applied in the projects, it should be       waste and energy, the environmental areas
      environmental requirements for Sonae                           noted that Sonae Imobiliária chose to abandon     which are most relevant in operational terms.
      Imobiliária’s projects. Its main objective                     the BREEAM (Building Research Establishment
      is to promote eco-efficiency by                                Environmental Assessment Scheme) method-                             Waste produced
                                                                                                                                        by Shopping centres
      implementing common requirements for                           ology and to create its own. This new "Envi-
                                                                                                                                            in Portugal
                                                                                                                       Ton
      all projects regardless of the country                         ronmental Standards for Retail Developments"
                                                                                                                       25000
      where they are located.                                        methodology is not only based on the re-
                                                                                                                       20000
  >   Environmental Management of Building                           quirements which the company has already
      Works – defines environmental                                  defined, but also takes into account interna-     15000

      requirements during construction and                           tionally recognized requirements for the envi-    10000

      establishes environmental management                           ronmental certification of buildings. In addi-     5000
      rules for building works.                                      tion, a search engine for the requirements
                                                                                                                                0
                                                                     data base was developed which is available on                         2001        2002
                                                                                                                             Recycled       Total
The implementation of                                                the Internet for project managers and de-
                                                                                                                       *These amounts include figures from
EMS was started in                                                   signers.
                                                                                                                        GuimarãeShopping, MaiaShopping,
projects under                                                       The implementation of Building Works Man-
                                                                                                                        NorteShopping, ViaCatarina, GaiaShopping,
development                                                          agement Procedures was started in Estação          CoimbraShopping, Centro Colombo, Centro
                                                                     Viana in 2002, thereby ensuring that the envi-     Vasco da Gama, CascaiShopping,
In 2002, as a result the implementation of New                       ronmental impact resulting from the building       AlgarveShopping, MadeiraShopping.

Business Procedures, an Environmental Due                            works was reduced and controlled.
Diligence – study of soil utilization and con-                                                                         It is important to note that the method used in
tamination –, was done on all land purchased.                                                                          quantifying waste was altered as a result of rec-
These studies follow the general "Standard                                                                             ommendations made in the audit of waste man-




50
         sonaeimobiliária’ consolidated report and accounts   2002
agement systems that took place in each cen-                                 Energy consumption                                                                                                                                                                                               The amount of consumption by Sonae Imobil-
                                                                             in Shopping centres
tre at the beginning of 2002.                                                                                                                                                                                                                                                                 iária as shown in these figures will still be "re-
                                                                                 in Portugal*
                                                     Mwh
                                                                                                                                                                                                                                                                                              viewed" in accordance with endogenous factors
                                                     90000
         Rates of Recycling                                                                                                                                                                                                                                                                   (e.g. the presence of skylights, inefficient air
                                                     80000
        of Waste in Shopping
                                                     70000                                                                                                                                                                                                                                    conditioning) and/or exogenous factors (e.g.
         Centres in Portugal*                        60000
                                                     50000                                                                                                                                                                                                                                    climate), which at the moment have a negative
0,195
                                                     40000                                                                                                                                                                                                                                    influence on these results. The work to define
0,190
                                                     30000
0,185                                                20000                                                                                                                                                                                                                                    the weightings of the "correction" to be made
0,180                                                10000
                                                                                                                                                                                                                                                                                              was also started in 2002 and will be finished
0,175                                                    0
                                                                                                                 2001                                                              2002                                                                                                       next year.
0,170
                                                        Energy consumption                                                                                                                                                                                                                    A pilot study was started in ViaCatarina in 2002
0,165
0,160                                                *These amounts include figures from                                                                                                                                                                                                      to evaluate the energy efficiency of the devel-
                       2001      2002                 GuimarãeShopping, MaiaShopping,
                                                                                                                                                                                                                                                                                              opment. This work, to be concluded in 2003,
 Taxa de Valorização                                  NorteShopping, ViaCatarina, GaiaShopping,
                                                                                                                                                                                                                                                                                              will enable real time consumption figures to be
*These amounts include figures from                   CoimbraShopping, Centro Colombo,
                                                      CascaiShopping, AlgarveShopping,                                                                                                                                                                                                        obtained, thus enabling action to be taken im-
 GuimarãeShopping, MaiaShopping,
 NorteShopping, ViaCatarina, GaiaShopping,
                                                      MadeiraShopping.                                                                                                                                                                                                                        mediately in those areas where there are devi-
 CoimbraShopping, Centro Colombo, Centro                                                                                                                                                                                                                                                      ations from the expected amounts, thereby
 Vasco da Gama, CascaiShopping,                      In spite of this better performance, the levels                                                                                                                                                                                          avoiding waste of energy.
 AlgarveShopping, MadeiraShopping.                   of energy consumed in the running of the Shop-                                                                                                                                                                                           In 2002, Centro Colombo joined the GreenLight
                                                     ping Centres led to a programme being started                                                                                                                                                                                            Programme – a voluntary Community Pro-
The rate of recycling of waste has been in-          in 2002 of in-depth research in order to iden-                                                                                                                                                                                           gramme aimed at controlling CO2 emissions in
creasing, not only due to the awareness cam-         tify energy efficiency levels, which could be-                                                                                                                                                                                           an economically viable way, for instance by
paigns directed at shopkeepers, making them          come benchmarks for the Shopping Centre                                                                                                                                                                                                  reusing already existing lighting installations.
constantly aware of the importance of correctly      sector.
sorting waste, but also to a gradual improve-                                                                                                                                                                                                                                                            Energy consumption in
                                                     Actual                                                                                                                                                                                                                                                Centro Colombo’s
ment in infrastructure which will support sepa-      Benchmark                                                                                                                                                                                                                                                 Carparks
                                                                                                                                                                                                                                                                                               Kwh
rate waste collection, for instance in the Food      1.30
                                                                                                                                                                                                                                                           Negative Positive Difference




                                                                                                                                                                                                                                                                                               700
                                                     1.20
Courts.                                                                                                                                                                                                                                                                                        600
                                                     1.10
                                                     1.00                                                                                                                                                                                                                                      500
                                                     0.90                                                                                                                                                                                                                                      400
The Management of
                                                     0.80                                                                                                                                                                                                                                      300
Energy in shopping                                   0.70                                                                                                                                                                                                                                      200
centres in Portugal has                              0.60
                                                                                                                                                                                                                                                                                               100
                                                     0.50
                                                                                                 ViaCatatarina
                                                            Centro Colombo




                                                                                                                                                                                                                                         CoimbraShopping
                                                                             Arrábida Shopping



                                                                                                                 GaiaShopping

                                                                                                                                MadeiraShopping

                                                                                                                                                  MaiaShopping

                                                                                                                                                                 CascaisShopping

                                                                                                                                                                                   AlgarveShopping

                                                                                                                                                                                                     NorteShopping

                                                                                                                                                                                                                     GuimarãesShopping




improved                                                                                                                                                                                                                                                                                             0
                                                                                                                                                                                                                                                                                                          Nov 01         Dec 01       Jan 02    Feb 02


The reduction in energy consumption in 2002 is
not only the result of measures taken on a man-      Comparison between consumption benchmarks                                                                                                                                                                                                 After joining the GreenLight Programme in No-
agerial level, such as new timetables/program-       for shopping centres and actual consumption in                                                                                                                                                                                           vember 2001, the savings obtained became
ming of equipment working hours and lit areas,       Sonae Imobiliária’s shopping centres in                                                                                                                                                                                                  obvious (the December peak was due to oper-
                                                     Portugal (2001 data)
but is also due to specific energy rationalisation                                                                                                                                                                                                                                            ating an additional floor of the car park during
programmes, such as the Greenlight Programme                                                                                                                                                                                                                                                  the pre-Christmas season).
in which the Centro Colombo participated.




                                                                                                                                                                                                                                                                                                                                                         51
                                                                                                                                                                                                                                                                                          consolidated report and accounts   2002’sonaeimobiliária
Because of these modifications to its lighting                       "Trip to TetraPak World" was promoted in the             Water management audits were made in every
system, Centro Colombo saved around                                  Centres in Portugal, endeavouring to create              shopping centre in Portugal. The audit’s ob-
400.830 Kwh/year.                                                    awareness among visitors of the importance of            jective was to analyse the way the systems
                                                                     waste separation and of the recycling process            were operating, to identify solutions for tech-
The results of EMS                                                   of TetraPak’s packaging.                                 nical/operational problems/flaws resulting in
in the Shopping Centres                                              Also waste separation was the theme of a cam-            waste and consequently to define a plan to
                                                                     paign in Shopping Centres in Brazil, like Tivol-         monitor water consumption in order to detect
In order to assess the results of EMS, envi-                         iShopping, to make visitors aware of correct             any problem, in real time, and to avoid exces-
ronmental audits were carried out in 2002 on                         environmental behaviour.                                 sive and unnecessary waste of this resource.
all shopping centres in Portugal and Spain, and                      Surveys among visitors to Plaza Mayor- Spain             The auditors’ recommendations were imple-
every recommendation was analysed, bud-                              and Parque D. Pedro – Brazil reveal once more            mented in Centro Colombo and as a result a 35%
geted and included in the respective investment                      the importance visitors place on environmental           reduction in consumption was achieved, which
plans and Environmental Action Plans for 2003.                       management in this type of development.                  meant a yearly saving of the order of € 127,847
                                                                                                                              (taking water at a cost of € 1.11/ m3)
                                                                      Results of surveys among
Environmental                                                           visitors to Plaza Mayor
                                                                      – Spain and Park D. Pedro                                           Water consumption
awareness, an EMS
                                                                                 – Brazil                                                 in Centro Colombo
mainstay                                                                                                                      m3
                                                                     100   %
                                                                      90   %                                                  350 000
                                                                      80   %                                                  300 000
In October 2002 the Board of Directors at-
                                                                      70   %
                                                                      60   %                                                  250 000
tended a Workshop on "Sustainable Develop-
                                                                      50   %                                                  200 000
ment", during which various guidelines for                            40   %
                                                                                                                              150 000
                                                                      30   %
Sonae Imobiliária were identified aimed at Sus-                       20   %                                                  100 000
                                                                      10   %                                                   50 000
tainable Development.                                                  0   %
                                                                                      Plaza Mayor          Parque D. Pedro               0
As in previous years, various events to promote
                                                                                          (Spain)                  (Brazil)                         2001           2002
Environmental Awareness among visitors were
                                                                       Importance of the Centre’s environmental management
also held at Shopping Centres. The Campaign                            Consider that the Centre is Managing the environment




SPEL (Car Parks)

2002 Main Events                                                           50 years, and a parking-meter zone, with                    worth and Shareholders’ loans)
                                                                           140 spaces in the city of Leiria, for a                     amounted to € 12 million.
  >   SPEL opened an underground carpark                                   period of 20 years. It is anticipated that              >   SPEL reached an agreement with the
      (PRAÇA CARLOS ALBERTO, in Porto), two                                the carpark will open during 2004 and                       Porto Council relating to the concession
      higher level carparks (Marisqueiras and                              that the parking-meter zone will start in                   for the expansion of the PRAÇA DE
      Mercado, in Matosinhos), one surface                                 April 2003.                                                 LISBOA, and it is expected that the
      carpark (Estádio Universitário de Lisboa)                        >   SPEL’S permanent funding was                                contract will be signed during the first
      and a parking-meter zone in Portimão,                                increased by a total of € 6 million,                        quarter of 2003. The implications of this
      making a total of 1,795 spaces.                                      through the provision by its shareholders                   agreement are:
  >   Was awarded the contract to design,                                  of additional loans which they                               - Extension of the concession period (by
      build and manage an underground                                      contributed in equal shares. At the end                       approximately a year and a half) to 31
      carpark, with 309 spaces, for a period of                            of 2002 the permanent funding (Net                            December, 2022.




52
         sonaeimobiliária’ consolidated report and accounts   2002
      - The option of the Porto Council to can-       Car Parking
       cel, which was provided for in the ori-
       ginal contract, can only be exercised af-      In 2002 SPEL, a company held jointly by Sonae
       ter 1 January, 2013.                           Imobiliária SGPS, SA and SABA Aparcamientos
      - SPEL gives up the protection area – 300       SA, strengthened its position as leader in the
       metres around the PRAÇA DE LISBOA              Portuguese car park market. It finished the year
       carpark – provided for in the original         with 16,034 car parking spaces, either under
       contract.                                      concession or under management, distributed
                                                      as follows:



                                                                     Contract
                                                  Contract                             Number
                             Location                               termination
                                                    Type                               spaces
                                                                       date



Silo Auto                  Oporto, Portugal         Concession         2012               840
Praça de Lisboa            Oporto, Portugal         Concession         2022               879
Cordoaria                  Oporto, Portugal         Concession         2021               325
Praça do Infante           Oporto, Portugal         Concession         2021               318
Largo de Santa Cristina    Viseu, Portugal          Concession         2051               326
Hospital Velho             Viseu, Portugal          Concession         2009                 60
Mercado 21 de Agosto       Viseu, Portugal          Concession         2009               100
Parking meters             Viseu, Portugal          Concession         2009               822
Swimming pools             Matosinhos, Portugal     Concession         2051               310
Parking meters             Matosinhos, Portugal     Concession         2011               357
Seafood restaurants        Matosinhos, Portugal     Concession         2051               515
Supermarkets               Matosinhos, Portugal     Concession         2011               169
Estádio Universitário      Lisbon, Portugal         Concession         2007               390
Parking meters             Portimão, Portugal       Concession         2021               250
Total under concession                                                                  5.661
ViaCatarina                Oporto, Portugal         Management                            578
Centro Colombo             Lisbon, Portugal         Management                           6.800
Vila Lambert               Lisbon, Portugal         Management                            256
Centro Vasco da Gama       Lisbon, Portugal         Management                           2.559
Marco Shopping             Marco Canaveses,         Management                            180
                           Portugal
Total under management                                                                 10.373
Total in operation                                                                     16.034




The strategy of the company is to increase and        Branco, Olhão, Póvoa de Varzim and Santarém)           and it should carry on for the next three years.
consolidate its market share in the segment cor-      – that did not reach the returns required by the       In the next three years (2003/2005), the ex-
responding to downtown parking, as long as there      company.                                               pansion will involve the construction and sub-
is scope for value creation for the shareholders.     The significant investments made in 2002 follow        sequent operation of 1,299 car park spaces as
Many investment opportunities were analysed           from the growth strategy defined for SPEL by its       detailed below:
in 2002, in several cities in Portugal (Castelo       two shareholders. Implementation started in 1999




                                                                                                                                                                    53
                                                                                                         consolidated report and accounts   2002’sonaeimobiliária
                                                                Contract                 Number           Estimated
                                  Location
                                                                  type                   Spaces            opening


Praça 1º de Maio             Portimão, Portugal          Long term concession               350         Dec. 2003
Avenida da Boavista          Oporto, Portugal            Long term concession               500             2005
Fonte Luminosa               Leiria, Portugal            Long term concession               309             2004
Parking meters               Leiria, Portugal            Long term concession               140         Apr. 2003
                                                      Total under construction             1,299




All these parks have been awarded to SPEL.                             SPEL – Car Parking Business
                                                                                                                                                   (000’s Euro)
The construction of Praça 1º de Maio car park
                                                                       Profit & Loss Account                        Actual 2002    Actual 2001    Var.%
in Portimão is already underway and the other
car parks are in the negotiations phase.                               Income from Concessioned Parks                     2,025          1,467       38.1%
In 2002 SPEL had a turnover of € 6.2 million,                          Income from Management Services                      651           652        (0.2%)

an increase of 26.9 % over 2001.                                       Other Operating Income                               190           112        70.1%
                                                                       Total Recurrent Operating Income                   2,866          2,230       28.5%

             SPEL – Turnover                                           General Supplies and Services                        974           646        50.7%
Euro                                                                   Personnel Costs                                      413           374        10.4%
millions

  7.0                                                                  Rental Costs for Concessions                         359           173      107.1%

  6.0                                                                  Other Costs                                            5              0               -

  5.0                                                                  Total Operating Costs                              1,751          1,194      46.7%

  4.0                                                                  Gross operating results                            1,115          1,037         7.6%
  3.0                                                                  Depreciation                                         666           101      560.6%
  2.0                                                                  Operating Results                                    450           935      (51.9%)
  1.0                                                                  Financial Income                                      14             17     (16.0%)
  0.0                                                                  Financial Costs                                      617             57     976.5%
           1998     1999       2000      2001      2002
                                                                       Financial Results                                   (602)           (40)   1393.0%
                                                                       Other Non-Recurring Income (Costs)                    10              0               -
Financial Performance                                                  Results Before Corporate Taxes                      (143)          895     (116.0%)

SPEL                                                                   Corporate Taxes                                     (100)          295     (133.9%)
                                                                       Net Profit                                          (43)           600     (107.2%)

The car parking business, through SPEL, made
a loss of € 43 thousand which was reflected in
the Company’s Consolidated Result. Last year
SPEL made a profit of € 600 thousand.
SPEL’s performance was below expecta-
tions. The lacking of a consistent parking pol-
icy in the city of Porto and insufficient polic-
ing generates illegal free surface parking and
traffic jams consequently de-motivating un-
derground car parking.




 54
           sonaeimobiliária’ consolidated report and accounts   2002
Residential Development

This business, as referred to elsewhere in this     to 31/03/2002, reflecting only the results gen-
report, was sold to Sonae Capital. Its profit and   erated until that date.
loss account is the same as the one made up


Prædium - Residential Development Business
                                                                                            (000’s Euro)

Profit & Loss Account                                Actual 2002                     Actual 2001




Sales of Properties                                           5,517                         46,775
Costs of Properties Sold                                      5,681                         46,672
Sales Margin                                                  (164)                             103
General Supplies and Services                                 2,534                         15,624
Costs of Projects & Work Subcontracted                        2,258                         14,546
Others Costs                                                    276                          1,078
Personnel Costs                                                 266                             920
Others Costs                                                     50                             292
Total Operating Costs                                         2,850                         16,836
Works Invested in Real Estate Stock                           2,693                         16,089
Rental Income from Properties                                    66                             658
Total Operating Income                                        2,758                         16,747
Gross Operating Results                                       (256)                               14
Depreciation                                                     11                               40
Operating Results                                             (267)                             (27)
Financial Income                                                634                          3,233
Financial Costs                                                 485                          2,001
Financial Results                                               149                          1,232
Other Non-Recurring Costs                                        (7)                              51
Results Before Corporate Taxes                                (124)                          1,257
Corporate Taxes                                                  (0)                            421
Minority Interests                                              (55)                            368
Net Profit                                                     (70)                             468




Corporate centre

Finally a pro-forma profit & loss account of the    eral businesses in Portugal, except for SPEL.              a consequence of the increased efforts of the
Corporate Centre is presented below, including      This Corporate Centre is not, by itself, a profit          Company to respond to the challenges posed
the parent company, a corporate services com-       centre – these accounts are presented just to              by the internationalisation.
pany and several instrumental companies. In         allow for a full image of the consolidated ac-             The positive contribution of this business to the
the corporate services company, further to          counts of the Company to emerge.                           Consolidated Result is due to the booking of a
other departments, the Company has cen-             In global terms, the Operating Costs grew 10%              capital gain on the sale of the residential busi-
tralised the back office departments of the sev-    versus the same period of the previous year as             ness (Prædium).




                                                                                                                                                                      55
                                                                                                           consolidated report and accounts   2002’sonaeimobiliária
Corporate Centre
                                                                                                                 (000’s Euro)
Profit & Loss Account                                     Actual 2002                    Actual 2001             Var.%




Services Rendered                                                     11,678                   11,175                4.5%
Operating Costs                                                       11,119                   10,110              10.0%
General Supplies and Services                                          5,448                     5,026               8.4%
Personnel Costs                                                        5,577                     4,878             14.3%
Other Costs                                                               94                       206            -54.5%
Gross Operating Results                                                 559                      1,065            -47.5%
Depreciation                                                            559                        639            -12.5%
Recurrent Operating Results                                                0                       426          -100.0%
Operating Results                                                          0                       426          -100.0%
Financial Results                                                          0                                               -
Other Non-Recurring Income (Costs)                                     3,049                     (426)                     -
Results Before Corporate Taxes                                         3,049                         0                     -
Corporate Taxes                                                            0                         0                     -
Net Profit                                                            3,049                          0                    -




Open Market Value of the Sonae Imobiliária
Properties

The Company has published every year, since                           of the market´s current views about future in-            Open Market Value
1997, the open market valuation of its prop-                          come and expenditure. The residual value, at              of the Properties as at
erties as prepared by an independent entity,                          the end of 10 years, is calculated by applying            31 December 2002
Cushman & Wakefield Healey & Baker. As                                a market rate of return ("exit yield" or "cap rate")
usual, we are publishing as an annex, the full                        to the net income of the 11th year. This rate of          Sonae Imobiliária, in accordance with its strat-
Valuation Report as of 31 December 2002.                              return and the discount rate are defined in ac-           egy, is focussed on shopping and leisure cen-
                                                                      cordance with the local and institutional in-             tres – they represent practically all of the open
Methodology                                                           vestment market and the appropriateness of                market value of the properties attributable to
                                                                      the resulting market value is tested by analysis          the Company.
The valuation is prepared in accordance with                          of the upfront rate of return.
                                                                                                                                Geographical Distribution
the Practice Statements of the RICS Appraisal                         For properties under development, the market
                                                                                                                                of OMV of the Real
and Valuation Manual published by The Royal                           value in the existing state is obtained by esti-          Estate owned
                                                                                                                                by Sonae Imobiliária,
Institution of Chartered Surveyors (the “Red                          mating the market value of the property when
                                                                                                                                at 31/12/2002
Book”).                                                               completed and then deducting the investment
The methodology used to calculate the open                            still to occur (including a normal profit for the
market value of the properties in operation in-                       developer and financial charges).
                                                                                                                                 7,1%                       92,9%
volves preparing 10-year projections of income                                                                                   Brazil                     Europe
                                                                                                                                 €117 million               €1.524 million
and expenditure that are then discounted to the
valuation date at a market rate. The projections
are not predictions about the future but rather                                                                                 The Company´s real estate assets (properties
correspond to the best estimate of the valuer                                                                                   included in the independent Valuation Report




56
          sonaeimobiliária’ consolidated report and accounts   2002
produced by Cushman & Wakefield Healey &               corporate vehicle holding it. And, in fact, in sev-       tugal and abroad – as per chart) reached
Baker attached to this Report) were valued as          eral jurisdictions, capital gains arising from the        € 1,037 billion versus € 934 million on 31 De-
at 31 December 2002 at € 2,837 billion                 sale of shares are tax-sheltered.                         cember 2001. The growth was € 103 million
(€ 2,348 billion in 2001). Of that amount, the         For these reasons, the Company calculates and             or 11.1%. The NAV per share of the properties
part attributable to Sonae Imobiliária was             publishes a NAV that results from valuing all of          attributable to the Company was € 27.67 ver-
€ 1,641 billion (€ 1,361 billion in 2001) – this       its properties on an open-market basis and in-            sus € 24.90 as at 31 December 2001.
represents a growth of € 279 million or 20.5%          cludes no deduction for deferred taxes.
in relation to 2001.                                   The calculation now presented is consistent                          NAV of total Real Estate
                                                                                                                 millions       assets owned
                                                       with the NAV calculations published in previous           Euros

                                                                                                                 1,200
NAV ("Net Asset                                        years. It is hoped that a better perception of the
                                                                                                                                                                          1,037
                                                                                                                 1,000                                            934
Value") of the                                         value of the Company is obtained in this way.
                                                                                                                    800                                    752
Properties as at 31                                                                                                                                643
                                                                                                                    600
December 2002                                          NAV of the properties as                                                         456
                                                                                                                              379
                                                                                                                    400
                                                       at 31 December 2002
                                                                                                                    200
Assumptions in NAV
                                                                                                                        0
calculations                                           As last year, the chart below compares the                           31.12.97 31.12.98 31.12.99 31.12.00 31.12.01 31.12.02


                                                       open market value of the properties with their
Starting in 2001, the Company decided to               respective historical cost (net of depreciation)
adopt International Accounting Standards (IAS)         as at 31 December 2002. The difference be-
in the preparation of its consolidated accounts.       tween both amounts gives an approximation of
The IAS lead to the open-market value of the in-       the return generated by each property (ex-
vestment properties being reflected in the Com-        cluding the effect of the property´s previous
pany´s Balance Sheet. We do not believe how-           year’s results).
ever that the Net Asset Value resulting from           Please note that the concept of "value created"
such a Balance Sheet truly reflects the value of       is different from the concept of "valuation sur-
the Company and this basically for two rea-            plus" shown in the accounts. Both correspond
sons.                                                  to the difference between market value and the
First, in accordance with IAS, the properties un-      historical cost of the property. However, to cal-
der development or held for sale are not               culate "value created" we have used a definition
booked at market value. In the case of Sonae           of historical cost that is different from the one
Imobiliária, the shopping centres under devel-         used to calculate "valuation surplus" in the ac-
opment are therefore booked at historical cost.        counts.
The under-estimation of value in these proper-         When calculating "value created", the historical
ties can be significant.                               cost of the property includes marketing and let-
Second and more importantly, in accordance             ting costs (as addition to the investment) and
with IAS, deferred taxes are booked in con-            key money received (as a deduction to the in-
nection with the latent capital gains arising from     vestment). The accounts, however, treat these
investment properties. From the Company´s              amounts, respectively, as cost and income of
point of view, this deduction for deferred taxes       the year and not as part of the investment.
is arguable. In a property sale, the market prac-      The NAV as at 31 December 2002, of the prop-
tice is not to sell the asset itself but to sell the   erties attributable to Sonae Imobiliária (in Por-




                                                                                                                                                                             57
                                                                                                             consolidated report and accounts   2002’sonaeimobiliária
Sonae Imobiliária, NAV as at 31/12/2002

Assets                                                                Open Market Value             Depreciation Historical
                                                                                                            Cost
                                            % Sonae                    Total      Attributable         Total     % Sonae      Total Value   Total Value created
                                           Imobiliária                          Sonae Imobiliária               Imobiliária    Created       / Historical Cost


AlgarveShopping                                 100%                   81,927        81,927           37,403      37,403        44,524             119.0%
Arrábida Shopping                                 50%                 118,098        59,049          111,909      55,954         3,095               5.5%
CascaiShopping                                    50%                 194,718        97,359           47,201      23,601        73,758             312.5%
Phase 2B                                          50%                  34,344        17,172            8,295       4,148        13,024             314.0%
                                                  50%                 229,062       114,531           55,496      27,748        86,783             312.8%
Centro Colombo                                    50%                 557,148       278,574          310,178     155,089       123,485              79.6%
Centro Vasco da Gama                            100%                  204,098       204,098           49,674      49,674       154,424             310.9%
ClérigoShopping                                 100%                     612            612              969         969          (357)            (36.8%)
CoimbraShopping                                 100%                   31,475        31,475            9,281       9,281        22,194             239.1%
GaiaShopping                                      50%                 116,414        58,207           51,595      25,798        32,409             125.6%
Gare do Oriente                                 100%                     817            817              201         201           616             306.7%
Gran Casa                                         50%                 126,500        63,250          124,264      62,132         1,118               1.8%
Grandella                                       100%                    4,237         4,237            1,619       1,619         2,618             161.7%
GuimarãeShopping                                100%                   33,231        33,231           12,794      12,794        20,437             159.7%
La Farga                                          25%                  45,500        11,398           47,640      11,934          (536)             (4.5%)
MadeiraShopping                                   50%                  64,920        32,460           41,636      20,818        11,642              55.9%
MaiaShopping                                    100%                   49,245        49,245           21,794      21,794        27,451             126.0%
Max Centre                                        50%                 122,000        61,000          110,710      55,355         5,645              10.2%
NorteShopping                                     50%                 268,924       134,462          103,998      51,999        82,463             158.6%
Parque Principado                                 25%                 126,500        31,625          117,377      29,344         2,281               7.8%
Plaza Mayor                                       75%                  82,500        61,875           51,254      38,441        23,434              61.0%
Sintra Retail Park                                50%                  29,426        14,713           14,544       7,272         7,441             102.3%
Valle Real                                        50%                  66,000        33,000           60,461      30,231         2,769               9.2%
ViaCatarina                                       50%                  66,052        33,026           38,664      19,332        13,694              70.8%
Total Investment                                                  2,424,686       1,392,812         1,373,461    725,181       667,630              92.1%


Aegean Park                                       50%                  35,272        17,636           34,810      17,405           231               1.3%
Alexander Platz                                 100%                    6,295         6,295            3,143       3,143         3,152             100.3%
Arrábida (Expansão)                               50%                    412            206                0            0          206                   -
Avenida M 40                                      60%                  32,500        19,500           35,913      21,548        (2,048)             (9.5%)
Brescia                                         100%                    4,428         4,428            4,390       4,390            38               0.9%
Coimbra Retail Park                               50%                   3,004         1,502            4,094       2,047          (545)            (26.6%)
Dos Mares                                         65%                  16,251        10,563            5,662       3,680         6,883             187.0%
LoureShopping                                   100%                   10,387        10,387            9,307       9,307         1,080              11.6%
Luz del Tajo                                      65%                   9,635         6,263            5,092       3,310         2,953              89.2%
Parque Atlântico                                  50%                  19,616         9,808           16,093       8,046         1,762              21.9%
Parque de Famalicão                             100%                    4,120         4,120            2,885       2,885         1,235              42.8%
Plaza Eboli                                       65%                   9,182         5,968            9,164       5,957            11               0.2%
Torres Colombo                                    50%                  25,380        12,690           17,624       8,812         3,878              44.0%
Viana Centro                                      50%                  13,596         6,798           13,619       6,809           (11)             (0.2%)
Zubiarte                                          50%                  30,000        15,000           30,000      15,000             0               0.0%
Total Development                                                     220,078       131,164          191,796     112,340        18,824              16.8%

                                                                                                                                                         Cont.   >>




58
          sonaeimobiliária’ consolidated report and accounts   2002
Cont.   >>


Sonae Imobiliária, NAV as at 31/12/2002

Assets                                              Open Market Value                  Depreciation Historical
                                                                                               Cost
                                     % Sonae         Total           Attributable          Total        % Sonae                Total Value          Total Value created
                                    Imobiliária                    Sonae Imobiliária                   Imobiliária              Created              / Historical Cost


Franca Shopping                          15.72%       3,811                599              8,447          1,328                       (729)                (54.9%)
Metropole Shopping                          5%       22,320              1,116             19,972            999                        117                  11.8%
Parque Dom Pedro                           98%       91,634             90,234             57,667        56,786                    33,448                    58.9%
Pateo Brasil                              5.21%      32,314              1,683             20,656          1,076                        607                  56.4%
Penha Shopping                              7%       10,834                779              9,761            702                             77              11.0%
Tivoli Shopping                           12.5%       9,696              1,212              9,915          1,239                        (27)                 (2.2%)
Expansão P.D.Pedro Shopping                98%       10,119              9,964                 0                 0                   9,964                           -
Expansão Penha Shopping                   100%        3,367              3,367              2,249          2,249                     1,118                   49.7%
Boavista Shopping                          98%        8,109              7,906              1,459          1,422                     6,484                  456.0%
Total Brazil                                        192,203            116,860           130,125         65,800                    51,060                    77.6%


TOTAL                                             2,836,967         1,640,836          1,695,382       903,321                   737,515                    81.6%


NAV - IAS                                                              697,889
(+) Value Created - CascaiShopping (phase 2B)                           13,024
(+) Value Created - Concessions                                          2,877
(+) Value Created - Development                                         18,824
(+) Value Created - Development Brazil                                  17,566
(+) Deferred Taxes Liabilities                                         298,815
Deferred Taxes Assets                                                   17,033
(+) Swaps Revaluation                                                    5,494
Net Asset Value                                                     1,037,458
Net Asset Value per share in €                                           27.67




Financial Situation and Results

Financial Performance                                  >   Properties held as investments are re-                 >   Deferred taxes are booked in relation to
                                                           valued annually on the basis of an                         those gains or losses;
Adoption of International                                  independent open-market valuation                      >   Given that the investment properties are
Accounting Standards                                       (since 1997 Sonae Imobiliária has                          booked at open-market value every year,
                                                           published the independent open-market                      no charge for depreciation is booked;
The Company, as mentioned before, decided                  valuation of its properties);                          >   Debt and financial derivatives are also
to use International Accounting Standards              >   The variations in the value of properties                  booked at open-market value.
(IAS) when preparing the consolidated ac-                  held as investments, or properties under
counts for 2001. The main differences be-                  development which are completed and
tween IAS and the Portuguese Accounting                    go into operation during the year, are
Standards previously used by the Company                   booked as gains or losses of that same
are as follows:                                            year;




                                                                                                                                                                         59
                                                                                                          consolidated report and accounts   2002’sonaeimobiliária
Sonae Imobiliária                                                   structure to its several businesses; Shopping       The organization of Sonae Imobiliária, with the
Organization                                                        Centre Development, Shopping Centre Invest-         exception of Residential Development, which
                                                                    ment, Shopping Centre Management, Shopping          has been sold, still stands and can be illustrated
The restructuring that took place in December                       Centres Brazil, Car Parks and Residential De-       as follows:
2000 was designed to adjust the Group’s legal                       velopment.




                                                                      SONAE IMOBILIÁRIA SGPS


                                                                Sonae Imobiliária
                                                      Serviços Apoio a Empresas



                                                                                                                                                        SPEL, S.A.
            Sonae Imobiliária            Sonae Imobiliária                 Sonae Imobiliária                   Sonae Imobiliária
               Brasil BV                  Assets SGPS                     Developments SGPS                  Property Mgm. SGPS

                      Sonae Imobiliária                                                  Sonae Imobiliária                Sonae Imobiliária
                     Asset Mgmt., S.A.                                                   Developments, S.A.               Gestão, S.A.

                                      (Property companies)                               Sonae Imobiliária                CCC – Consultoria
                                               BVs                                       Desarollos, S.A.                 Centros Comerciales, S.A.

                                                                                         Sonae Imobiliária
                                                                                         Itália, S.R.L.

                                                                                         Sonae West
                                                                                         Shopping AG

                                                                                         Sonae Charagionis
                                                                                         Services, S.A.




Analysis of Consolidated                                            In 2002, the Company altered the proce-             As previously stated, Prædium – Sonae Imo-
Accounts                                                            dures to annul intra-group transactions be-         biliária’s residential Development company –
                                                                    tween Property Management Companies                 was sold in March 2002. If Prædium’s contri-
Profit and Loss Account                                             100% owned and Property Investment Com-             bution to the Total Direct Income for both
                                                                    panies consolidated under the proportional          2002 and 2001 were excluded then the
In consolidated terms, the total income of                          method. This alteration produced an equal           growth of Total Direct Income in 2002 would
Sonae Imobiliária in 2002 amounted to € 237.2                       amount reduction on the Total Direct Income         be 25.3%. This increase was due to the inclu-
million (€ 227.1 million in 2001), which repre-                     and Total Direct Costs of the consolidated          sion of AlgaveShopping, MadeiraShopping
sents a growth of 4% over the previous year.                        accounts. This adjustment was also made in          (Portugal) and Parque Principado (Spain) dur-
This variation was mainly due to the increase                       2001 (€ -81.5 million) for comparison pur-          ing the full year, the inauguration of Plaza
in rents.                                                           poses.                                              Mayor (Spain) and Parque D. Pedro (Brazil) and




60
        sonaeimobiliária’ consolidated report and accounts   2002
(000’s Euro)

Consolidated Profit                                       Actual             Actual           Var.%
and Loss Account                                           2002               2001



Total Direct Income from Investments                 237,228                 227,100               4%
General Supplies and Services                        109,009                 124,833             -13%
Personnel Costs                                       20,078                  18,605               8%
Other Costs                                           12,605                   9,909              27%
Total Direct Costs from Investments                  141,691                 153,347              -8%
EBITDA                                                95,537                 73,753              30%
Depreciation                                           2,615                   1,710              53%
Net Financial Costs                                   22,282                  14,500              54%
FX Financial Results                                   -7,606                       0              n.a
Direct Profits                                        63,034                 57,543              10%
Corporate Tax                                         16,655                  14,560              14%
Direct Net Profits from Investments                   46,379                 42,983               8%
Total Indirect Income from Investments               166,934                 116,533              43%
Indirect Income from valuation of investments(IAS 40) 166,934                101,804              64%
Indirect Income from gains on sales of investments         0                  14,729               n.a
Deferred Taxes                                        63,846                  39,008              64%
Indirect Net Profit from Investments                 103,088                 77,525              33%
Total Net Profit                                     149,466                120,508              24%
Minorities                                             5,074                     -375          -1453%
Net Profit after Minorities                          144,392                120,883              19%




to the organic rent growth of existing operat-        EBITDA reached € 95.5 million (€ 73.8 million           The Net Profit came to € 144.4 million com-
ing centres.                                          in 2001) growing 30% as a consequence of the            pared with € 120.9 million in 2001, a 19% in-
The results of the Company under IAS have two         organic growth and the addition to the portfo-          crease.
main components. The first, the Direct Profit         lio of MadeiraShopping, AlgarveShopping (Por-
from Investments, was € 63 million (€ 57.5 mil-       tugal), Parque Principado, Plaza Mayor (Spain)          Balance Sheet
lion in 2001) – corresponding to the operating        and Parque D. Pedro (Brazil).
profit which showed a significant growth over         Net Financial Costs came to € 29.8 million              The financial position of SONAE IMOBILIÁRIA re-
2001, both due to organic growth, and as a re-        (€ 14.5 million in 2001), reflecting the ambi-          mains sound. Debt (corresponding to Loans
sult of the centres that went into operation dur-     tious international expansion plan of the Com-          and Other Liabilities, Current and Non-Current
ing this period.                                      pany and the unfavourable foreign exchange              less Cash) increased during the year, from €
The second component corresponds to Indirect          rate result coming from shareholders’ loans             459 million to € 697 million. At the same time,
Investment Profit (€ 166.9 million versus € 116.5     made to Brazilian companies.                            the Company’s asset base increased, resulting
million in 2001) and is divided between Gains on      Corporation Tax due is € 16.7 million (14.6 mil-        from investment and from the increase in val-
the Revaluation of Properties (€ 166.9 compared       lion in 2001), representing a low tax rate since        ues of the properties (with the corresponding
to. € 101.8 million in 2001) and the Gain on Sale     it is computed on the basis of profits calculated       increase in Net Worth). In consequence, Gear-
of Investments (€ 14.7 million in 2001). From         in accordance with the Portuguese Accounting            ing (measured as Indebtedness divided by To-
these amounts, deferred taxes of € 63.8 million       System.                                                 tal Assets less Cash) grew only from 35% to
(€ 39.0 million in 2001) were deducted.                                                                       38%, which we consider a comfortable level.




                                                                                                                                                                     61
                                                                                                          consolidated report and accounts   2002’sonaeimobiliária
Consolidated Balance Sheet
                                                                                                             (000´s Euro)

                                                                        Actual 2002        Actual 2001      var.(%)




Investment Properties                                                       1,498,889         1,162,172        29.0%
Properties Under Development                                                 176,323            122,902        43.5%
Goodwill                                                                       19,424             1,170     1559.6%
Other Assets                                                                 159,134            157,711          0.9%
Cash                                                                           90,670           145,566      (37.7%)
Total Assets                                                               1,944,440         1,589,521        22.3%
Net Worth                                                                    697,889            610,961        14.2%
Minorities                                                                     26,117             8,387      211.4%
Loans                                                                        787,437            542,986        45.0%
Other Liabilities                                                            134,183            208,244      (35.6%)
Deferred Taxes                                                               298,815            218,943        36.5%
Total Liabilities                                                           1,220,434           970,173        25.8%
Net Worth, Minorities and total Liabilities                                1,944,440         1,589,521        22.3%




Share Capital of Sonae Imobiliária, SGPS, S.A.

In 1999, in accordance with Artº 17º of Decree-                        (€ 75,788.60), the Share Capital of the Com-
Law 343/98, Sonae Imobiliária, SGPS, SA, re-                           pany has amounted to € 187,125,000 with
denominated its shares in Euros using the stan-                        each share having a nominal value of € 4.99.
dard method.
Therefore, since 1999, after the incorporation
of Free Reserves of PTE 15,194,250


Own Shares Held by Sonae Imobiliária, SGPS, S.A.

During 2002, the Company did not buy any of
its own shares, and it does not at present hold
any of its own shares.


Dividend Proposal From the Board of DIrectors

The Board of Directors of Sonae Imobiliária,                           dend of € 0.28 per share, amounting to the to-
SGPS, SA recommend to the General Meeting                              tal sum of € 10,500,000.
of the Company, the payment of a gross divi-




62
           sonaeimobiliária’ consolidated report and accounts   2002
Organisation and People

The Board of Directors of Sonae Imobiliária re-     while the executive members of the Board are            Pedro Caupers
mained unchanged in 2002, both in terms of          as follows:                                                    Director, responsible for all the
the number of members and their respective re-                                                                     Company’s operations, including
sponsibilities. There are nine Directors on the     Álvaro Portela                                                 Shopping Centre Management,
Board, of whom four are non-executive:                  President with direct responsibility                       Marketing and Letting;
                                                        for Institutional Relations,                        Fernando Guedes de Oliveira
Belmiro Mendes de Azevedo                               Environment and Corporate                                  Director, responsible for Expansion,
  Non-executive Chairman;                               Communication;                                             Developments, Design and
Ângelo Ribeirinho Paupério                          João Pessoa Jorge                                              Architecture of Shopping and Leisure
  Non-executive Director                                Director, responsible for all the                          Centres.
Jeremy Henry Moore Newsum                               Company’s business in Brazil where
  Non-executive Director                                he lives;                                           At the end of the year, Sonae Imobiliária em-
Neil Leslie Jones                                   José Edmundo Figueiredo                                 ployed a staff of 607 people, of whom 401
  Non-executive Director.                               Director, responsible for Finance,                  worked in Portugal, 81 in Spain, 16 in Germany,
                                                        Management Control, Asset                           5 in Greece, 5 in Italy and 99 in Brazil. Out of
                                                        Management, Legal, Mergers and                      these, 558 work for the shopping centres busi-
                                                        Acquisitions and Back Office;                       ness and 49 for SPEL.


Prospects

Sonae Imobiliária will continue to be a Shopping    it is already present, developing new projects,         expects to participate whenever opportunities
and Leisure Centre specialist, which takes an       but also renovating and expanding existing proj-        arise that fit with its strategy.
integrated approach to its business. It will con-   ects, always with the objective of delivering in-       Therefore, it is still the objective of Sonae
tinue to have its base in the European market,      novative and high quality products.                     Imobiliária to become one of the leading Eu-
where it will never have less than 80% of its       The Company will be alert to the consolidation          ropean companies in Shopping and Leisure
NAV. It will stay focused on the markets where      of the sector in Europe, a process in which it          Centres.




                                                                                                                                                                   63
                                                                                                        consolidated report and accounts   2002’sonaeimobiliária
Final Notes

The Board of Directors would like to thank all                      The Board of Directors
shopping centre tenants, official entities, fi-
nancial institutions and suppliers for all the trust                Belmiro Mendes de Azevedo
and support they have shown throughout the                            Chairman (non-executive)
year.
We would also like to thank our official Auditor                    Ângelo Ribeirinho Paupério
for his co-operation.                                                 Director (non-executive)
Finally we would like to thank our staff for their
commitment during this year, which is clearly                       Jeremy Henry Moore Newsum
reflected in the results achieved.                                    Director (non-executive)


Maia, 26th March 2003.                                              Neil Leslie Jones
                                                                      Director (non-executive)


                                                                    Álvaro Carmona e Costa Portela
                                                                      President


                                                                    João Gonçalo Sassetti Pessoa Jorge
                                                                      Director


                                                                    José Edmundo Medina Barroso de Figueiredo
                                                                      Director


                                                                    Pedro José D’Hommée Caupers
                                                                      Director


                                                                    Fernando Maria Guedes Machado Antunes Oliveira
                                                                      Director




64
        sonaeimobiliária’ consolidated report and accounts   2002
notes to the directors report
      as 31 december 2002
This annex contains a brief description of the       20th 2001 of the "Comissão do Mercado de                 annex to it and remissions are made to it when-
Corporate Governance practises of Sonae Imo-         Valores Mobiliários".                                    ever felt more appropriate to cover matters
biliária, SGPS, S.A. and was prepared to sat-        This annex should be read in conjunction with            there only.
isfy Regulamento n°7/2001 of December                the consolidated management report since it is


Corporate Governance

Chapter I. Disclosure                                through a letter addressed to the President of the              In accordance with the Company’s
                                                     Assembly containing the name and address of                     statutes, the Board of Directors, further to
  1 Attribution of responsibilities to the           the representative and the date of the Assembly.                other obligations attributed by law, must
    Directors, in the context of the decision-       Public entities can appoint any person as their                 undertake the management of the busi-
    making process – see page 63 of the              representative through a document that will be                  ness and conduct the operations related to
    Management Report.                               assessed, for validity, by the President of the                 its object and, for that, a wide range of
  2 The Company does not have a dividend             Assembly.                                                       powers are attributed to it, namely the fol-
    policy; however a proposal was made in           The Assembly will be chaired by a president, a                  lowing:
    the Management Report.                           vice-President and a secretary.                               a) to represent the Company, in Court
  3 There are no stock option or stock               Chapter III. Company Statutes                                     and outside it, to start and respond to
    distribution plans.                              The Company’s object is to manage financial in-                   court proceedings, to accept and
  4 The Company uses the Internet,                   vestments in other companies, as an indirect                      withdraw from court proceedings and
    electronic mail and other technologies           way to conduct economic activities.                               to go into arbitration. For these
    for the disclosure of its financial              The Company can acquire or dispose of invest-                     purposes, the Board can delegate its
    performance, namely through its                  ment in companies, both national and foreign,                     powers in one of its members;
    website: wvvw.sonaeimobiliaria.com.              with an object equal to or different from the one             b) to approve the Company’s plan and
                                                     included in article three, in companies regulated                 budget;
Chapter II. Voting                                   by special regulations and in companies with un-              c) to acquire, dispose of or encumber any
Rights and Shareholder                               limited liability, in accordance with the law.                    fixed or current assets, in accordance
Representation                                         1 The Company uses the internal audit                           with the law. Including shares, stakes,
                                                         and risk management services provided                         quotas or bonds;
Each group of one hundred shares corre-                  by its majority shareholder - Sonae                       d) to sell or acquire business
sponds to one vote and shareholders are enti-            SGPS, S.A..                                                   establishments, in accordance with the
tled to a number of votes corresponding to the         2 The Company is aware of the existence                         law;
integer that results from dividing their number          of an agreement between its two                           e) to decide on any association between
of shares by one hundred.                                shareholders.                                                 the Company and other parties, as per
The General Assembly includes only the share-                                                                          article five of the statues;
holders entitled to vote that hold shares and        Chapter IV. Corporate                                         f) to decide to issue bonds, take on loans
subscription and that demonstrate its owner-         Bodies                                                            in the domestic or the international
ship, in accordance with the law, at least eight                                                                       markets and to fulfil any obligations vis-
days before the meeting.                               1 The Board of Directors of Sonae                               à-vis the lenders;
Shareholders can appoint as their representa-            Imobiliária includes, at the present, nine                g) to appoint any persons, individual or
tives for the meeting their spouse, a direct rela-       members of which five are executive and                       collective, to be part of corporate
tive, a Company director or another shareholder,         four are non-executive.                                       bodies of other companies;




                                                                                                                                                                     67
                                                                                                          consolidated report and accounts   2002’sonaeimobiliária
     h) to decide on any technical and financial                        f) an attorney if he signs the document or      that meets at least once a year. The Commit-
       support to companies where it holds                                documents pursuant to a decision              tee includes Eng. Belmiro Mendes de Azevedo,
       any shares, quotas or similar                                      recorded in the Board minutes or if a         Prof. José Manuel Neves Adelino and Jeremy
       participation.                                                     director was given powers by the              Henry Moore Newsum.
All the documents binding the Company, in-                                Board, as recorded in Board Minutes,          The remuneration of the executive members of
cluding cheques, bills of exchange, promissory                            to appoint him for that.                      the Board of Directors in the year of 2002 was
notes, will only be valid if signed by:                              Also in accordance with the Company statutes,      as follows:
     a) two directors;                                               the Board of Directors will meet, normally, once   Fixed remuneration = € 1.019.664,35
     b) a director and an attorney;                                  per quarter and, further to that, every time the   Variable remuneration = € 466.400,00
     c) a director, if he is so appointed                            Chairman, the executive director or two other      Non-executive members were not remuner-
       pursuant to a decision recorded in the                        members ask for it, and all the decisions taken    ated.
       Board minutes;                                                will be included in the respective minutes.
     d) two attorneys;                                               During 2002 the Board met eleven times.
     e) an attorney, in accordance to point a)                       The remuneration of the members of corporate
       of the previous article;                                      bodies is set by a Remuneration Committee




68
         sonaeimobiliária’ consolidated report and accounts   2002
                                                           69
consolidated report and accounts   2002’sonaeimobiliária
consolidated accounts
Sonae Imobiliária, SGPS, SA and Subsidiaries
Consolidated Balance Sheets as of 31 December 2002 and 2001                                                                                  (Amounts stated in Euro)


                                                         Notes                 2002       2001 restated                                    2001
                                                                                           (Note 2.2.)

Assets

NON CURRENT ASSETS:
    Investment properties                                     7          1,498,889,202      1,061,571,619                               1,061,571,619
    Investment properties in progress                         7            151,962,163        185,362,003                                 185,362,003
    Property, plant and equipment                             8             21,270,171         35,422,775                                  35,422,775
    Intangible assets                                         9             20,907,394          2,654,094                                   2,654,094
    Investments in associates and companies                   5              1,607,618          1,233,377                                   1,233,377
    excluded from consolidation
    Deferred tax assets                                      21             17,032,523          3,296,653                                   3,296,653
    Other non current assets                                 10             25,401,899         17,633,192                                  17,633,192
    Total non current assets                                             1,737,070,970      1,307,173,713                               1,307,173,713

CURRENT ASSETS:
      Inventories                                            11                215,584         60,826,097                                 60,826,097
      Trade receivables                                      12             13,555,360         14,994,536                                 14,994,536
      Other receivables                                      13             84,448,004         39,277,672                                 39,277,672
      Other current assets                                   14             18,480,695         16,439,278                                 21,682,854
      Cash and cash equivalents                              15             90,669,560        145,565,927                                145,565,927
      Total current assets                                                 207,369,203        277,103,510                                282,347,086
Total assets                                                            1,944,440,173      1,584,277,223                              1,589,520,799

Equity, Minority Interests and Liabilities

Equity

      Share capital                                          16            187,125,000       187,125,000                                 187,125,000
      Reserves                                                             (24,171,806)       25,591,269                                  25,591,269
      Retained earnings                                                    390,543,770       277,361,190                                 277,361,190
      Consolidated net profit for the year                                 144,392,362       120,883,289                                 120,883,289
      Total equity                                                         697,889,326       610,960,748                                 610,960,748

MINORITY INTERESTS                                           17             26,116,597           8,386,568                                  8,386,568

PassivoPassivo

NON CURRENT LIABILITIES:
    Long term debt                                           18            715,493,776       522,960,986                                 522,960,986
    – net of current portion
    Other loans                                              19                116,152           157,665                                     157,665
    Other non current liabilities                            20             10,407,490        19,867,606                                  19,867,606
    Deferred tax liabilities                                 21            298,814,811       218,943,393                                 218,943,393
    Total non current liabilities                                        1,024,832,229       761,929,650                                 761,929,650

CURRENT LIABILITIES:
      Current portion of long term debt                      18             69,584,507         44,250,462                                 44,250,462
      Short term debt and other borrowings                   19              2,242,134         17,871,707                                 17,871,707
      Trade payables                                         23             38,741,200         40,162,237                                 40,162,237
      Other payables                                         24             36,874,058         34,719,194                                 34,719,194
      Other current liabilities                              25             47,207,259         65,608,175                                 70,851,751
      Provisions                                             26                952,863            388,482                                    388,482
      Total current liabilities                                            195,602,021        203,000,257                                208,243,833
Total equity, minority interests and liabilities                        1,944,440,173      1,584,277,223                              1,589,520,799

The accompanying notes form an integral part of these consolidated balance sheets.
                                                                                                                                        The Board of Directors




                                                                                                                                                                71
                                                                                             consolidated report and accounts   2002’sonaeimobiliária
Sonae Imobiliária, SGPS, SA and Subsidiaries
Consolidated Statements of Profit and Loss by Nature
for the Years Ended 31 December 2002 and 2001                                                                                     (Amounts stated in Euro)


                                                                     Notes       2002               2001 restated               2001
                                                                                                     (Note 2.2.)


Operating revenue:
      Sales                                                            27       5,516,596               46,775,171              46,775,171
      Services rendered                                                27     210,588,859              170,519,100            236,804,579
      Variation in fair value of the investment properties             28     176,558,814              101,818,038            101,818,038
      Other operating revenue                                          29      21,122,649               24,520,051              39,727,946
      Total operating revenue                                                 413,786,918              343,632,360            425,125,734


Operating expenses:
      Cost of inventories sold                                         11      (5,086,749)             (46,296,595)            (46,296,595)
      External supplies and services                                         (105,062,770)             (78,536,697)          (155,821,263)
      Personnel expenses                                                      (20,078,008)             (18,604,685)            (18,604,685)
      Depreciation and amortisation                                            (1,783,008)              (1,108,104)             (1,108,104)
      Provisions and impairment                                        26      (1,342,608)                (602,097)               (602,097)
      Other operating expenses                                         30     (20,578,024)              (9,908,664)            (14,117,472)
      Total operating expenses                                               (153,931,167)            (155,056,842)          (236,550,216)
      Net operating profit                                                    259,855,751              188,575,518            188,575,518


Net financial expense                                                  31     (29,887,846)             (14,499,850)            (14,499,850)
      Profit before income tax                                                229,967,905              174,075,668            174,075,668


Income tax                                                             22     (80,501,458)             (53,567,482)            (53,567,482)
      Profit after income tax                                                 149,466,447              120,508,186            120,508,186


Minority interests                                                     17      (5,074,085)                 375,103                 375,103
Consolidated net profit for the year                                         144,392,362              120,883,289            120,883,289




The accompanying notes form an integral part of these consolidated statements of profit and loss.
                                                                                                                      The Board of Directors




72
         sonaeimobiliária’ consolidated report and accounts   2002
                                                           73
consolidated report and accounts   2002’sonaeimobiliária
Sonae Imobiliária, SGPS, SA and Subsidiaries
Consolidated Statement of Changes in Equity
For the Yeares ended 31 December 2002 and 2001

                                                                                                                        Reserves

                                                                     Notes         Share    Treasury        Legal        Translation            Hedging
                                                                                  Capital     Stock      Reserves           reserve             reserve




Balance at 31 December 2000                                                  187,125,000    (711,076)    3,423,300        (2,622,343)          (946,300)


Appropriation of consolidation net profit for 2000:
     Transfer to legal reserves                                                         -           -   27,901,064                  -                   -
     Dividends distributed                                                              -           -               -               -                   -
Sale of treasuty stock                                                                  -    711,076                -               -                   -
Currency translation differences                                                        -           -               -       (780,394)                   -
Fair value of hedging instruments,
net or fax                                                             18               -           -               -               -        (2,017,804)
Deferred tax in fair value
of hedgings instruments                                                21               -           -               -               -           633,746
Consolidated net profit for 2001                                                        -           -               -               -                   -
Others                                                                                  -           -               -               -                   -


Balance at 31 December 2001                                                  187,125,000            -   31,324,364        (3,402,737)        (2,330,358)
Appropriation of consolidation net profit for 2001:
     Transfers to reserves                                                              -           -      399,341                  -                   -
     Dividends distributed                                                              -           -               -               -                   -
Currency translation differences                                                        -           -               -    (48,811,607)                   -
Fair value of hedging instruments, net or fax                          18               -           -               -               -        (2,016,136)
Deferred tax in fair value of hedgings instruments                     21               -           -               -               -           665,327
Consolidated net profit for 2002                                                        -           -               -               -                   -
Others                                                                                  -           -               -               -                   -
Balance at 31 December 2002                                                  187,125,000            -   31,723,705      (52,214,344)        (3,681,167)




The accompanying notes form an integral part of these statements of changes in equity.
                                                                                                                                   The Board of Directors




74
         sonaeimobiliária’ consolidated report and accounts   2002
                               (Amounts stated in Euro)




   Retained             Net               Total
   earnings           profit




286,784,931      25,642,871    498,696,383




 (9,758,193)    (18,142,871)                     -
      9,877      (7,500,000)     (7,490,123)
     79,101                -         790,177
           -               -       (780,394)


           -               -     (2,017,804)


           -               -         633,746
           -    120,883,289    120,883,289
    245,474                -         245,474


277,361,190     120,883,289    610,960,748


112,896,472    (113,295,813)                     -
 (2,162,524)     (7,587,476)     (9,750,000)
           -               -   (48,811,607)
           -               -     (2,016,136)
           -               -         665,327
           -    144,392,362    144,392,362
  2,448,632                -      2,448,632
390,543,770    144,392,362     697,889,326




                                                                                                                     75
                                                          consolidated report and accounts   2002’sonaeimobiliária
notes to the consolidated
     financial statements
1. Introduction

SONAE IMOBILIÁRIA, S.G.P.S., S.A. ("the Com-        company of a group of companies, as ex-                  malls, management of shopping malls and man-
pany" or "Sonae Imobiliária"), which has its head   plained in Notes 3 and 4 ("the Group").                  agement of parking lots.
office in Lugar do Espido, Via Norte, Apartado      The Group’s operations consist of investment             The Group operates in Portugal, Brazil, Spain,
1197, 4471-909 Maia – Portugal, is the parent       in shopping malls, development of shopping               Greece, Germany and Italy.


2. Principal accounting policies

The principal accounting policies adopted in        Board ("IASB"), in force as of 31 December               2.2.             Change
preparing the accompanying consolidated fi-         2002.                                                                     in accounting
nancial statements are as follows:                  The Group adopted International Financial Re-                             criteria
                                                    porting Standards in the preparation of con-
2.1. Basis of preparation                           solidated financial statements as from 1 Janu-           During the year ended 31 December 2002,
                                                    ary 2001 and, consequently, some of the gene-            the Group corrected its accounting procedure
The accompanying consolidated financial             rally accepted accounting principles in Portu-           relating the elimination of balances and tran-
statements have been prepared on a going            gal, as defined in the Official Plan of Accounts         sactions between management companies
concern basis and under the historical cost         (Plano Oficial de Contas - "POC"), were not ap-          (usually held at 100%) and the corresponding
convention, except for investment properties        plied, namely the historical cost convention re-         investment companies included in the con-
and financial instruments which are stated at       lating to investment properties and financial ins-       solidation by the proportional method of con-
fair value (Notes 2.4 and 2.14), from the ac-       truments, which are stated at their fair value.          solidation, by starting eliminating them in to-
counting records of the companies included          The effect of the adjustments as of 30 Decem-            tal instead of its proportion as it was usually
in the consolidation (Notes 3 and 4) main-          ber 2000, relating to changes in accounting prin-        made until that date. The balance sheet cap-
tained in accordance with generally accepted        ciples to IFRS, amounting to € 222,683,763,              tions as of 31 December 2001 and the state-
accounting principles in Portugal adjusted, in      was recorded in the equity captions "Retained            ment of profit and loss captions for the year
the consolidation process, to International Fi-     earning" (€ 223,565,176), "Hedging reserve"              them ended affected by this correction were
nancial Reporting Standards ("IFRS"), issued        (negative amount of € 946,300) and "Translation          as follows:
by the International Accounting Standards           reserve" (€ 64,887).


                                                                                                Balance sheet
                                                      Restated as of 31/12/2001 for comparative purposes                                    Stated as of 31/12/2001



Other current assets (Note 14)                                               16,439,278                                                             21,682,859
Other current liabilities (Note 25)                                         (65,608,175)                                                           (70,851,751)
                                                                           (49,168,897)                                                          (49,168,897)


                                                                                    Statement of profit and loss
                                                      Restated as of 31/12/2001 for comparative purposes                                    Stated as of 31/12/2001



Services rendered (Note 27)                                                 170,519,100                                                           236,854,579
Other operating income (Note 29)                                             24,520,051                                                             39,727,946
External supplies and services                                              (78,536,697)                                                         (155,821,263)
Other operating expenses (Note 30)                                           (9,908,664)                                                           (14,117,472)
                                                                           106,593,790                                                           106,593,790




                                                                                                                                                                      77
                                                                                                         consolidated report and accounts   2002’sonaeimobiliária
2.3. Consolidation                                                    during the year are included in the consol-         between 20% and 50% in a company’s
           principles                                                 idated financial statements as from the             capital) are accounted for in accordance
                                                                      date of their acquisition or up to the date         with the equity method.
The consolidation methods adopted by the                              of their sale. Intercompany balances and            Under this method investments are
Group are as follows:                                                 transactions, and dividends distributed             increased or decreased annually by the
  a) Investments in Group’s companies                                 have been eliminated.                               amount corresponding to the Group’s
     Investments in companies in which the                            The companies included in the consolidat-           proportion of the net results of the
     Group owns, directly or indirectly, more                         ed financial statements by the full consoli-        associated companies and dividends
     than 50% of the voting rights at                                 dation method are listed in Note 3.                 received.
     Shareholders’ General Meetings and is                            Investments in Group companies exclud-              An assessment of investments in
     able to govern the financial and operating                       ed from the consolidation (Note 5) are              associates is performed when there is an
     policies so as to benefit from its activities                    stated at cost.                                     indication that the asset has been
     (definition of control normally used by the                     b) Investments in jointly controlled                 impaired or the impairment losses
     Group), are included in the consolidated                         companies                                           recognised in prior years no longer exist.
     financial statements by the full consolida-                       Investments in jointly controlled companies        When the group’s share of losses
     tion method. The equity and net profit                            are included in the accompanying                   exceeds the carrying amount of the
     attributable to minority shareholders are                         consolidated financial statements in               investment, the investment is reported
     shown separately, in the caption Minority                         accordance with the proportional                   at nil value and recognition of losses is
     interests, in the consolidated balance                            consolidation method as from the date the          discontinued except to the extent of the
     sheet and consolidated statement of prof-                         control is acquired. In accordance with this       Group’s commitment.
     it and loss, respectively.                                        method the assets and liabilities, revenue         Unrealised gains arising from
     Minority interests include their proportion                       and costs of these companies are included          transactions with associates are
     of the fair values of identifiable assets                         in the accompanying consolidated financial         eliminated to the extent of the group’s
     and liabilities recognised upon acquisition                       statements on a line-by-line basis, in             interest in the associate against the
     of subsidiaries.                                                  proportion to the Group’s participation in         investment in the associate. Unrealised
     When losses applicable to the minority in                         the companies.                                     losses are eliminated similarly but only
     a consolidated subsidiary exceed the                              Intercompany balances and transactions,            to the extent that there is no evidence of
     minority interest in the equity of the sub-                       and dividends distributed have been                impairment of the asset transferred.
     sidiary, the excess, and any further loss-                        eliminated, in the proportion of the Group’s       Investments in associated companies
     es applicable to the minority, are charged                        participation.                                     are listed in Note 5.
     against the majority interest except to the                       Investments in joint ventures are classified
     extent that the minority has a binding obli-                      as such based on the agreements that           2.4. Investment
     gation to, and is able to, make good the                          regulate the joint control.                             Properties
     losses. If the subsidiary subsequently                            The companies included in the
     reports profits, the majority interest is                         accompanying consolidated financial            Investment properties consist of invest-
     allocated all such profits until the minori-                      statements in accordance with the              ments in buildings and other constructions in
     ty’s share of losses previously absorbed                          proportional method are listed in Note 4.      shopping malls that are held to earn income
     by the majority has been recovered.                             c) Investments in associated                     rentals or for capital gain, rather than for use
     The purchase method of accounting has                             companies                                      in the production or supply of goods or ser-
     been used for businesses acquired. The                            Investments in associated companies            vices or for administration purposes or for
     results of companies acquired or sold                             (generally in the case of investments of       sale in the ordinary course of business.




78
         sonaeimobiliária’ consolidated report and accounts   2002
Investment properties are initially recorded at                                                   Years          Depreciation of intangible assets (other than
cost and then adjusted to their fair value based      Buildings and other constructions              50          goodwill, which is recorded as above mentioned)
on annual appraisals by an independent spe-           Machinery and equipment                        10          is recorded under the statement of profit and
cialised valuer (fair value model). Changes in fair   Transport equipment                             5          loss caption "Depreciation and amortisation".
values of investment properties are accounted         Tools and utensils                              4
for in the period in which they occur, under the      Administrative equipment                       10          2.7. Investments
statement of profit and loss captions "Variation      Other property, plant and equipment             5
in fair value of investment properties".                                                                         Investments are classified into the following ca-
Developed and constructed assets which qua-           Current maintenance and repair costs are                   tegories:
lify as investment properties are recognised as       charged to the statement of profit and loss of                 – Held to maturity
such when they start being used.                      the period in which they occur. Improvements                   – Trading
Up to the end of the construction or develop-         of significant cost, which increase the use of                 – Available-for-sale
ment period of assets which will become in-           the assets, are capitalised and depreciated
vestment properties, they are accounted for at        over the remaining estimated useful lives of the           Held to maturity investments are included in
cost under the caption Investment properties in       corresponding assets.                                      non-current assets unless they mature within
progress. At the end of the development and                                                                      12 months of the balance sheet date. Invest-
construction period, the difference between           2.6. Intangible assets                                     ments held for trading are included in current
cost and the fair value at that date is accounted                                                                assets. Available-for-sale investments are clas-
for in the consolidated statement of profit and       Intangible assets are stated at cost less accu-            sified as current assets if management intends
loss caption "Variation in fair value of investment   mulated amortisation and any accumulated                   to realise them within 12 months of the balance
properties".                                          impairment losses. Intangible assets are only              sheet date.
Expenses relating to investment properties in         recognised if it is probable that future economic          All purchases and sales of investments are
use, such as maintenance, repairs, insurance          benefits attributable to the assets will flow to the       recognised on the trade date.
and property taxes are recognised are recog-          Group and the cost of the asset can be mea-                Investments are initially measured at cost,
nised in the consolidated statement of profit         sured reliably.                                            which is the fair value of the consideration given
and loss for the period to which refer.               ntangible assets as of 31 December 2002                    for them, including transaction costs.
                                                      relate essentially to management rights of instal-         Available-for-sale and trading investments are
                                                      lations, which are amortised on a straight-line            subsequently carried at fair value without any
2.5. Property, plant                                  basis over the estimated period of the manage-             deduction for transaction costs which may be
          and equipment                               ment right (periods ranging from 10 to 15 years)           incurred on its sale by reference to their quoted
                                                      and goodwill arising on the concentration of busi-         market price at the balance sheet date.
Property, plant and equipment is stated at cost       ness combinations.                                         Gains or losses on measurement to fair value
less accumulated depreciation and any accu-           Differences between cost and the fair value of             of available-for-sale investments are recog-
mulated impairment losses.                            group and associated companies as of the date              nised directly in the fair value reserve in
Depreciation is provided on a straight-line ba-       of their acquisition are recorded in the intangible        shareholders equity, until the investment is
sis, as from the date the assets start being          asset caption "Goodwill", these being amortised            sold or otherwise disposed of, or until it is de-
used, over the estimated period of useful life        during the expected period to recover the invest-          termined to be impaired, at which time the cu-
of each group of assets.                              ment (Note 9). Depreciation and impairment                 mulative gain or loss previously recognised
The rates of depreciation used correspond             losses of goodwill are recorded under the state-           in equity is included in net profit or loss for
the following periods of useful life of the as-       ment of profit and loss caption "Other operating           the period.
sets:                                                 expenses".                                                 Changes in the fair values of trading invest-




                                                                                                                                                                        79
                                                                                                             consolidated report and accounts   2002’sonaeimobiliária
ments are included in the profit and loss                            shopping mall (key income). These contracts           posits and other treasury applications which ma-
statement for the year.                                              can be renewed or cancelled by any of the par-        ture in less than three months that are subject
Held to maturity investments are carried at                          ties involved (the company or the tenant). If the     to insignificant risk of change in value.
amortised cost using the effective interest rate                     cancellation is made by the tenant it must pay        For purposes of the statement of cash flows,
method.                                                              a cancellation fee to the company established         cash and cash equivalents also include bank
                                                                     in the contract.                                      overdrafts, which are included in the balance
2.8. Accounting for                                                  In accordance to the conditions of these con-         sheet caption "Other loans".
          leases                                                     tracts, they are classified as operating leases,
                                                                     being the rents (fixed and variable rents) and        2.12. Loans
A lease is classified as (i) a finance lease if the                  the common charges recorded in the state-
risks and rewards incident to ownership lie with                     ment of profit and loss in the year to which they     Loans are stated as liabilities at their nominal
the lessee and as (ii) as an operating lease if                      respect. The expenses as well the key income          value. Costs incurred to obtain the loans are
the risks and rewards incident to ownership do                       and the cancellation fee related with the opera-      amortised on a straight-line basis over their
not lie with the lessee.                                             ting leases are recorded as expenses or in-           term.
Classifying a lease as a finance or an ope-                          come in the statement of profit and loss to
rating lease depends upon the substance of                           which they respect.                                   2.13. Borrowing costs
transaction rather than the form of the con-
tract.                                                               2.9. Inventories                                      Borrowing costs are normally expensed as in-
                                                                                                                           curred. Borrowing costs relating directly to the
ACCOUNTING FOR LEASES WHERE                                          Inventories, including work-in-progress, are va-      acquisition, construction or production of fixed
A GROUP IS THE LESSEE                                                lued at the lower of cost and net realisable          assets are capitalised as part of the cost of the
The existing situations where the Group is the                       value. Net realisable value is the selling price in   qualified asset. Borrowing costs are capitalised
lessee are operating leases (usually for cars)                       the ordinary course of business, less the costs       from the time of preparation of the activities to
and as such the lease payments are recognised                        of completion, marketing and distribution.            construct or develop the asset to the time the
as an expense on a straight-line basis over the                      The cost of inventories, which is computed on         production or construction is completed.
lease term.                                                          a specific basis, includes value added tax when
                                                                     this may not be recoverable and all direct and        2.14. Derivatives
ACCOUNTING FOR LEASES WHERE                                          indirect production costs.
A GROUP IS THE LESSOR                                                                                                      The Group uses derivatives in the management
The existing situations where the Group is the                       2.10. Receivables                                     of its financial risks, only to hedge such risks. De-
lessor relate to the contracts with the tenants                                                                            rivatives are not used by the Group for trading
of the shopping malls. These contracts are                           Receivables are stated at their nominal value         (speculation) purposes.
usually for a period of six years and establish                      less impairment losses (recorded under the cap-       Cash flow hedges in the form of swaps are used
the payment by the tenant of a monthly fixed                         tion "Impairment losses in accounts receivable"),     by the Group to hedge interest rate risks on
rent - invoiced in advance –, a variable rent, in-                   so that they reflect their net realisable values.     loans obtained. The conditions established in the
voiced if the monthly sales of the tenant are                                                                              hedging swaps are identical to those of the loans
higher than the limit established in the contract                    2.11. Cash and cash                                   in terms of the amount of the loans, maturity
and the payment of tenant’s share in the shop-                                    equivalents                              dates of the interest and repayment schedules
ping mall operating expenses (common                                                                                       of the loans.
charges). The contract with the tenant also es-                      Cash and cash equivalents includes cash on            The Group’s criteria for classifying a derivative
tablishes the payment of an entrance fee in the                      hand, cash at banks in demand and term de-            instrument as a cash flow hedges include:




80
         sonaeimobiliária’ consolidated report and accounts   2002
  >   the hedge transaction is expected to be         sheet liability method, reflecting the net tax ef-        current assets and non current liabilities, res-
      highly effective in achieving offsetting        fects of temporary differences bewteen the car-           pectively.
      changes in fair value or cash flows             rying amounts of assets and liabilities for fi-
      attributable to the hedged risk;                nancial reporting purposes and the amounts                2.19. Balances and
  >   the effectiveness of the hedge can be           used for income tax purposes.                                                transactions
      reliably measured;                              Deferred tax assets and liabilities are calculated                           expressed in
  >   there is adequate documentation of the          and valued annually at the tax rates expected to                             foreign currencies
      hedging relationships at the inception of       be in force when the temporary differences revert.
      the hedge;                                      Deferred tax assets are recognised only when              All assets and liabilities expressed in foreign
  >   the forecasted transaction that is subject      it is probable that sufficient taxable profits will       currencies were translated to Euro at the ex-
      of the hedges is highly probable                be available against which the deferred tax as-           change rates prevailing as of the balance sheet
                                                      sets can be utilised. At each balance sheet               dates.
Swaps used by the Group to hedge the expo-            date a review is made of the deferred tax as-             Exchange gains and losses arising due to dif-
sure to changes in the interest rate of its loans     sets and they are reduced whenever their fu-              ferences between the historical exchange
are initially accounted for as assets or liabili-     ture use is no longer probable.                           rates and those prevailing at the date of col-
ties at ther fair value by corresponding entry                                                                  lection, payment or the date of the balance
to the equity caption Hedging reserves, and           2.17. Revenue                                             sheet, are recorded as profits or losses in the
then recognised in the statement of profit and                     recognition                                  consolidated statement of profit and loss for
loss over the period of the swaps                                                                               the year.
                                                      Revenue from the sale of goods is recognised in
2.15. Provisions                                      the consolidated statement of profit and loss when        2.20. Translation of
                                                      the risks and rewards of ownership have been                                 financial
Provisions are recognised when, and only when,        transferred to the buyer and the amount of the pro-                          statements of
the Group has an obligation (legal or implicit) re-   visions can be reasonably quantified. Sales are                              foreign entities
sulting from a past event and it is probable that     recognised net of sales taxes and discounts.
an outflow of resources will be required to set-      Revenue from services rendered, which corre-              The entities that operate abroad and are fi-
tle the obligation, and a reliable estimate can be    sponds essentially to fixed and variable rent             nancially, economically and organisationally
made of the amount of the obligation. Provisions      from stores (Note 2.8), common expenses re-               autonomous are considered as foreign enti-
are reviewed and adjusted at the balance sheet        covered from the tenants and revenue from                 ties.
to reflect the best estimate as of that date.         operation of parking lots, is recognised in the           The assets and liabilities of the foreign enti-
                                                      year to which it relates.                                 ties are translated to Euro at the rates of ex-
2.16. Income tax                                      Revenue relating to the right of entry to the             change in force as of the balance sheet date,
                                                      stores (key money) is recognised in the state-            and income and expenses in their statements
Income tax is computed based on the taxable           ment of profit and loss caption "Other operating          of profit and loss are translated to Euro at the
results of the companies included in the con-         income", when invoiced to the tenants (Note 2.8).         average rates for the year. The resulting
solidation and considers deferred taxes.                                                                        translation differences are recorded in the
Current income tax is determined based on the         2.18. Balance sheet                                       equity caption "Translation reserve".
taxable results of companies included in the                       classification                               The following exchange rates were used to
consolidation, in accordance with the tax rules                                                                 translate the financial statements of the
in force where their head offices are located.        Assets and liabilities due in more than one               foreign Group and associated companies to
Deferred taxes are calculated using the balance       year are classified in the balance sheet as non           Euro:




                                                                                                                                                                       81
                                                                                                            consolidated report and accounts   2002’sonaeimobiliária
                                              2002                                              2001                        of resources embodying economic benefits is
                             01.12.31                           average             01.12.31                 average
                                                                                                                            remote

Brazilian Real                0.269370                    0.378280                  0.488660               0.480450         A contingent asset is not recognised in the
                                                                                                                            consolidated financial statements but dis-
                                                                                                                            closed when an inflow of economic benefits is
2.21. Impairment of                                                   if this is not possible, for the cash-generating      probable.
                 Assets                                               unit to which the asset belongs.
                                                                      Reversal of impairment losses recognised in
Assets are assessed for impairment at each                            prior years is recorded when there is an indi-        2.23. Subsequent
balance sheet date and whenever events or                             cation that the impairment losses recognised                       Events
changes in circumstances indicate that the car-                       for the asset no longer exist or have de-
rying amount of an asset may not be recover-                          creased. The reversal is recorded in the state-       Post-year-end events that provide additional
able. Whenever the carrying amount of an as-                          ment of profit and loss as operating result.          information about conditions that exist at the ba-
set exceeds its recoverable amount, an im-                            However, the increased carrying amount of an          lance sheet date (adjusting events), are reflected
pairment loss is recognised under the state-                          asset due to a reversal of an impairment loss         in the consolidated financial statements. Post-
ment of profit and loss caption "Other                                is recognised to the extent it does not exceed        -year-end events that are not adjusting events
operating expenses". The recoverable amount                           the carrying amount that would have been de-          are disclosed in the notes when material.
is the higher of an asset’s net selling price and                     termined (net of amortisation or depreciation)
value in use. The net selling price is the amount                     had no impairment loss been recognised for            2.24. Segment
obtainable from the sale of an asset in an arm’s                      that asset in prior years.                                         information
length transaction less the costs of disposal.
Value in use is the present value of estimated                        2.22. Contingencies                                   All business and geographic segments of the
future cash flows expected to arise from the                                                                                Group are identified annually.
continuing use of an asset and from its dis-                          Contingent liabilities are not recognised in the      Information regarding the business and geo-
posal at the end of its useful life. Recoverable                      consolidated financial statements. They are           graphic segments identified is included in
amounts are estimated for individual assets or,                       disclosed unless the possibility of an outflow        Note 35.


3. Group companies included in the consolidation

The companies included in the consolidation,                          share capital held by the Group as of 31 De-
their head offices, and the percentages of their                      cember 2002 and 2001, are as follows:


         Name                                                                                             Head Office                  Perc. of share Capital Held
                                                                                                                                            02.12.31              01.12.31



         Mother Company
         Sonae Imobiliária, SGPS, S. A.                                                                                  Maia                          -                     -


         Subsidiaries
         Corporative servives
         Sonae Imobiliária III – Serviços de Apoio a Empresas, S.A.                                                      Maia                     100%                  100%
         Imoprædium, B.V.                                                                           Amsterdam (Netherlands)                       100%                  100%

                                                                                                                                                                     Cont.   >>




82
          sonaeimobiliária’ consolidated report and accounts   2002
Cont.   >>


             Name                                                                  Head Office                     Perc. of share Capital Held
                                                                                                                             02.12.31                01.12.31




             Investment companies
             AlgarveShopping – Empreendimentos Imobiliários, S.A.                             Lisbon                                  100%                   100%
2)           Amarras, SGPS, S.A.                                                                Maia                                  100%                          -
2)           Ameia, SGPS, S.A.                                                                  Maia                                  100%                          -
12)          Ascendente, SGPS, S.A.                                                             Maia                                  100%                   100%
             Caisgere, SGPS, S. A.                                                              Maia                                  100%                   100%
2)           Castelo do Queijo, SGPS, S.A.                                                      Maia                                  100%                          -
2)           Circe, SGPS, S.A.                                                                  Maia                                  100%                          -
2)           Conquista, SGPS, S.A.                                                              Maia                                  100%                          -
             Datavénia – Gestão de Centros Comerciais, S.A.                                     Maia                                  100%                   100%
2)           Elmo, SGPS, S.A.                                                                   Maia                                  100%                          -
3)           Espimaia – Sociedade Imobiliária, S.A.                                             Maia                                       -                 100%
2)           Esteiros, SGPS, S.A.                                                               Maia                                  100%                          -
             GuimarãesShopping – Empreendimentos Imobiliários, S.A.                             Maia                                  100%                   100%
6)           Imocolombo, B.V.                                                Amsterdam (Netherlands)                                  100%                   100%
             Imospain, B.V.                                                  Amsterdam (Netherlands)                                  100%                   100%
             Imospain V, B.V.                                                Amsterdam (Netherlands)                                  100%                   100%
1)           Imospain VIII, B.V.                                             Amsterdam (Netherlands)                                  100%                   100%
             Imovalue, B.V.                                                  Amsterdam (Netherlands)                                  100%                   100%
             MaiaShopping – Empreendimentos Imobiliários, S.A.                                  Maia                                  100%                   100%
2)           Mosquete, SGPS, S.A.                                                               Maia                                  100%                          -
             Omala – Imobiliária e Gestão, S.A.                                               Oporto                                  100%                   100%
             Paracentro – Plan.Comerc.e Gestão de Centros Comerciais, S.A.                      Maia                                  100%                   100%
             Plaza Mayor Parque de Ocio, S.A                                           Madrid (Spain)                                   75%                    75%
             Prediguarda – Sociedade Imobiliária, S.A.                                          Maia                                  100%                   100%
             RPU, SGPS, S.A.                                                                    Maia                                  100%                   100%
             Rule, SGPS, S.A.                                                                   Maia                                  100%                   100%
             Sonae Imobiliária Asset Management, S.A.                                           Maia                                  100%                   100%
             Sonae Imobiliária Assets, SGPS, S.A.                                               Maia                                  100%                   100%
             Vasco da Gama - Promoção de Centros Comerciais, S.A.                             Lisbon                                  100%                   100%
             Vilalambert - Sociedade Imobiliária, S.A.                                          Maia                                  100%                   100%


             Management companies
             Colombogest – Gestão de Centros Comerciais, S.A.                                 Lisbon                                  100%                   100%
4)           Consultoria de Centros Comerciales, S.A.                                  Madrid (Spain)                                 100%                     60%
             NorteShopping – Gestão de Centro Comercial, S.A.                                   Maia                                  100%                   100%
             Pridelease Investments Ltd                                                      Cascais                                  100%                   100%
             Sonae Imobiliária – Gestão, S.A.                                                 Lisbon                                  100%                   100%
             Sonae Imobiliária Property Management, SGPS, S. A.                                 Maia                                  100%                   100%
             Vasco da Gama Dois Gest- Gestão de Centros Comerciais, S.A.                      Lisbon                                  100%                   100%
             ViaCatarina Gest – Gestão de Centros Comerciais, S.A.                              Maia                                  100%                   100%


             Residential Real Estate promotion companies
3)           Centro Residencial da Maia – Urbanismo, S.A.                                     Oporto                                       -                   56%
                                                                                                                                                            Cont.   >>




                                                                                                                                                                83
                                                                                                 consolidated report and accounts   2002’sonaeimobiliária
Cont.   >>

             Name                                                                Head Office          Perc. of share Capital Held
                                                                                                          02.12.31       01.12.31


3)           Country Club da Maia – Imobiliária, S.A.                                         Maia                -            56%
3)           Empreendimentos Imobiliários da Quinta da Azenha, S.A.                           Maia                -            56%
3)           Imoclub – Serviços Imobiliários, S.A.                                     Matosinhos                 -            56%
3)           Imohora – Imobiliária, S.A.                                               Matosinhos                 -            56%
3)           Imohotel – Empreendimentos Turísticos Imobiliários, S.A.                  Matosinhos                 -            56%
3)           Imosedas – Imobiliária e Serviços, S.A.                                   Matosinhos                 -            56%
3)           Prædium – Desenvolvimento Imobiliário, S.A.                                    Oporto                -            56%
3)           Prædium II – Imobiliária, S.A.                                                   Maia                -            56%
3)           Prædium III – Imobiliária, S.A.                                                  Maia                -            56%
3)           Prédios Privados Imobiliária, S.A.                                        Matosinhos                 -            56%
3)           Predisedas – Predial das Sedas, S.A.                                      Matosinhos                 -            56%
3)           Promosedas – Promoção Imobiliária S.A.                                    Matosinhos                 -            56%
3)           Torre São Gabriel – Imobiliária, S.A.                                            Maia                -            56%
3)           Torre São Rafael – Imobiliária, S.A.                                             Maia                -            56%
3)           Urbisedas – Imobiliária das Sedas, S.A.                                   Matosinhos                 -            56%


             Development companies
1)           5ª Coluna – Gestão e Promoção Empreend. Imobiliários, S.A.                       Maia            100%           100%
1)           Alfange – Imobiliária e Gestão, S.A.                                             Maia            100%           100%
7)           Avenida M40, S.A.                                                       Madrid (Spain)            60%             60%
1)           Centro Retail Park – Parques Comerciais, S.A.                                    Maia            100%           100%
1)           Ciclop – Gestão de Centros Comerciais, S.A.                                      Maia            100%           100%
2)           Comercial de San Javier Shopping, S.A.                                  Madrid (Spain)            65%                  -
2)           Comercial de Pinto Shopping, S.A.                                      Madrid ( Spain)            65%                  -
             Fimaia-Serviços na Área Económica e Gestão de Invest., S.A.                      Maia            100%           100%
1)           Gal Park, S.A.                                                         Madrid ( Spain)           100%           100%
5)           Grama – Grandes Armazéns, S.A.                                                 Lisbon            100%             50%
1)           ImmoProject, Gmbh                                                Dusseldorf (Germany)            100%           100%
2)           Imoconstruction, B.V.                                         Amsterdam (Netherlands)            100%                  -
2)           Imocontrol, B.V.                                              Amsterdam (Netherlands)            100%                  -
             Imogermany, B.V.                                              Amsterdam (Netherlands)            100%           100%
1) 8)        Imodeveloment, B.V.                                           Amsterdam (Netherlands)            100%           100%
2)           Imoground, B.V.                                               Amsterdam (Netherlands)            100%                  -
1)           Imoitalie II, B.V.                                            Amsterdam (Netherlands)            100%           100%
2)           Imoretail, B.V.                                               Amsterdam (Netherlands)            100%                  -
             Imospain III, B.V.                                            Amsterdam (Netherlands)            100%           100%
1)           Imospain VII, B.V.                                            Amsterdam (Netherlands)            100%           100%
1)           Imospain IX, B.V.                                             Amsterdam (Netherlands)            100%           100%
1)           Imospain X, B.V.                                              Amsterdam (Netherlands)            100%           100%
1) 9)        Imospain XII, B.V.                                            Amsterdam (Netherlands)            100%           100%
2)           Imostructure, B.V.                                            Amsterdam (Netherlands)            100%                  -
1)           Inmo Development and Investment, S.A.                                   Madrid (Spain)           100%           100%
             LouresShopping – Empreendimentos Imobiliários, S.A.                              Maia            100%           100%
1)           Nó Górdio, SGPS, S.A.                                                            Maia            100%           100%
             Parque de Famalicão – Empreendimentos Imobiliários, S.A.                         Maia            100%           100%

                                                                                                                            Cont.   >>




84
             sonaeimobiliária’ consolidated report and accounts   2002
Cont.   >>

             Name                                                                                      Head Office                        Perc. of share Capital Held
                                                                                                                                                    02.12.31                01.12.31



10)          PA-Zehnte, Beteiligungsverwaltungs, GmbH                                                       Viena (Austria)                                  100%                       -
1)           Procoginm, S.A.                                                                                Madrid (Spain)                                   100%                   100%
1)           Proyecto Park, S.A.                                                                            Madrid (Spain)                                   100%                   100%
1)           Proyecto Shopping 2001, S.A.                                                                   Madrid (Spain)                                     65%                   65%
1)           Querubim – Gestão de Centros Comerciais, S.A                                                               Maia                                 100%                   100%
             Sonae Germany, GmbH                                                                    Dusseldorf (Germany)                                     100%                   100%
             Sonae Imobiliária Development II, S.A.                                                                     Maia                                 100%                   100%
             Sonae Imobiliária Development, SGPS, S.A.                                                                  Maia                                 100%                   100%
             Sonae Imobiliária Desarrollo, S.L.                                                             Madrid (Spain)                                   100%                   100%
1)           Sonae Imobiliária Itália, Srl                                                                   Sondrio (Italy)                                 100%                   100%
1)           Transalproject 2000, Srl                                                                        Sondrio (Italy)                                 100%                   100%
11)          Sonae West Shopping AG                                                                 Dusseldorf (Germany)                                       95%                  75.1%


             Brazil companies
             Dom Pedro I, B.V.                                                                  Amsterdam (Netherlands)                                      100%                   100%
             Dom Pedro II, B.V.                                                                 Amsterdam (Netherlands)                                      100%                   100%
1)           Imobrasil I, B.V.                                                                  Amsterdam (Netherlands)                                      100%                   100%
1)           Imobrasil II, B.V.                                                                 Amsterdam (Netherlands)                                      100%                   100%
             Parque Dom Pedro Shopping, S.A.                                                            São Paulo (Brazil)                                 98.47%                  97.52%
1)           Parque Jóquei – Empreendimentos Comerciais, Lda                                           São Paulo ( Brazil)                                     90%                   90%
1) 13) Pátio Boavista Shopping, Lda.                                                                    São Paulo ( Brazil)                                99.91%                    90%
             Sonae Imobiliária Brasil, B.V.                                                     Amsterdam (Netherlands)                                      100%                   100%
             Sonaeimo, B.V.                                                                     Amsterdam (Netherlands)                                      100%                   100%
             Sonaeimo – Empreendimentos Comerciais, S.A.                                                São Paulo (Brazil)                                   100%                   100%

     1) Companies excluded from the consolidation in 2001       5) Company sold by SM – Empreendimentos Imobiliários,           10) Company acquired at 11 January 2002
        due to their immateriality;                                S.A. to Imodevelopment BV                                    11) Acquisition of 20% of the share capital in December
     2) Companies incorporated in 2002                          6) Ex. – Imospain XI, BV                                            2002
     3) Companies sold at 1 April 2002                          7) Ex. - Fortuna del Piero, S.A.                                12) Ex: - Ascendente – Imobiliária, Serviços de Gestão de
     4) Acquisition of 40% of the share capital in November     8) Ex. – Imospain II, BV                                            Activos, S.A.
        2002                                                    9) Ex. – Imofrance, BV                                          13) Ex: - Parque Alegre – Empreendimentos Comerciais,
                                                                                                                                    Lda




These companies were included in the consoli-
dation by the full consolidation method, as
explained in Note 2.3.a).


4. Jointly controlled companies

The jointly controlled companies included in                  Group as of 31 December 2002 and 2001,
the consolidation, their head offices, and the                are as follows:
percentages of their share capital held by the




                                                                                                                                                                                       85
                                                                                                                        consolidated report and accounts   2002’sonaeimobiliária
     Name                                                                 Head Office           Perc. of share Capital Held
                                                                                                    02.12.31       01.12.31



     Parking lots
     SPEL – Sociedade de Parques de Estacionamento, S.A.                                Maia             50%             50%


     Investments companies
     Capital Plus – Investimentos e Participações, S.A.                    Vila Nova de Gaia             50%             50%
     Empreendimentos Imobiliários Colombo, S.A.                                       Lisbon             50%             50%
     Grupo Lar Parque Principado, S.L.                                        Madrid (Spain)             25%             25%
4)   Hospitalet Center S.L.                                                   Madrid (Spain)           25.05%                 -
4)   Iberian Assets, S.A.                                                     Madrid (Spain)             50%                  -
     Imo R – Companhia Imobiliária, S.A.                                             Oporto              50%             50%
5)   ING RPFI Porto Inv. – Gest. e Prom. Centros. Com.,SGPS, Lda.                     Lisbon             50%                  -
4)   Inmolor, S.A                                                             Madrid (Spain)           25.05%                 -
     Inparsa – Indústria e Participações, S.A.                                          Maia             50%             50%
     Lisedi – Urbanização e Edifícios, S.A.                                             Maia             50%             50%
     LL Porto Retail SGPS, S.A.                                            Vila Nova de Gaia             50%             50%
     MadeiraShopping – Sociedade de Centros Comerciais, S.A.               Funchal (Madeira)             50%             50%
     Omne – Sociedade Gestora de Participações Sociais, S.A.                        Cascais              50%             50%
     Sintra Retail Park – Parques Comerciais, S.A.                                      Maia             50%             50%
     SM – Empreendimentos Imobiliários, S.A.                                        Cascais              50%             50%
     Teleporto – Empreendimentos Imobiliários, S.A.                                     Maia             50%             50%
1)   Torre Colombo Ocidente – Imobiliária, S.A.                                       Lisbon             50%             50%
1)   Torre Colombo Oriente – Imobiliária, S.A.                                        Lisbon             50%             50%
     ViaCatarina – Empreendimentos Imobiliários, S.A.                                   Maia             50%             50%


     Management companies
     C.C.G. – Centros Comerciais de Gaia, S.A.                             Vila Nova de Gaia             50%             50%


     Residential Real Estate promotion companies
3)   Andar – Sociedade Imobiliária, S.A.                                                Maia                -            28%


     Development companies
     Aegean Park Constructions Real Estate and Development, S.A.            Athens (Greece)              50%             50%
     Centerstation – Imobiliária, S.A.                                                  Maia             50%             50%
6)   Imogreece, B.V.                                                Amsterdam (Netherlands)                 -            50%
     Imogreece II, B.V.                                             Amsterdam (Netherlands)              50%             50%
1)   Imogreece III, B.V.                                            Amsterdam (Netherlands)              50%             50%
2)   Imogreece IV, B.V.                                             Amsterdam (Netherlands)              50%                  -
1)   Micaelense Shopping – Empreendimentos Imobiliários, S.A.        Ponta Delgada (Azores)              50%             50%
     Sóguia – Sociedade Imobiliária, S.A.                                               Maia             50%             50%
     Sonae Charagionis Services, S.A.                                       Athens (Greece)              50%             50%
1)   Victoria Park, S.A.                                                    Athens (Greece)              50%             50%
4)   Zubiarte Inversiones Inmobiliarias, S.A.                              Barcelona (Spain)             50%                  -


     Brazilian companies
     Sonae Enplanta, S.A.                                                  São Paulo (Brazil)            50%             50%
                                                                                                                      Cont.   >>




86
     sonaeimobiliária’ consolidated report and accounts   2002
Cont.   >>

             Name                                                                                              Head Office                     Perc. of share Capital Held
                                                                                                                                                         02.12.31                01.12.31



             Unishopping Administradora, Ltda                                                                  São Paulo (Brazil)                                   50%                    50%
             Unishopping Consultoria, Ltda                                                                     São Paulo (Brazil)                                   50%                    50%


     1) Companies excluded from the consolidation in 2001 due to     4) Companies acquired in September 2002
     their immateriality                                             5) Company acquired in February 2002
     2) Companies incorporated in 2002                               6) Company sold in July 2002
     3) Company sold in April 2002



These companies were included in the con-
solidation by the proportional consolidation
method, as explained in Note 2.3.b).


5. Associated companies

The associated companies included in the con-                      lance as of 31 December 2002 and 2001, are
solidation, their head offices, percentages of                     as follows:
their share capital held by the Group and ba-

             Name                                                                        Head Office             Perc.of share cap. held                                       Amount
                                                                                                                  02.12.31              01.12.31                  02.12.31        01.12.31



         Associated companies
         Sonaegest – Soc. Gestora de Fundos de Investimento, S.A.                                       Maia             20%                    20%                 289,050         284,661
                                                                                                                                                                   289,050          284,661
         Associated companies excluded from the consolidation
1)       Imogreece III, BV                                                        Amsterdam (Netherlands)                50%                    50%                        -             9,096
1)       Micaelense Shopping – Empreendimentos Imobiliários, S.A.                   Ponta Delgada (Azores)               50%                    50%                        -            25,000
3)       SM (Cayman) INS                                                                            Cayman                   -                  50%                        -             3,556
1)       Torre Colombo Ocidente – Imobiliária, S.A.                                                   Lisbon             50%                    50%                        -            25,000
1)       Torre Colombo Oriente – Imobiliária, S.A.                                                    Lisbon             50%                    50%                        -            25,000
                                                                                                                                                                           -            87,652


         Subsidiaries excluded from the consolidation
1)       5ª Coluna - Gestão e Promoção Empree. Imobiliários, S.A.                                       Maia            100%                  100%                         -            50,000
1)       Alfange - Imobiliária e Gestão, S.A.                                                           Maia            100%                  100%                         -            50,000
1)       Centro Retail Park - Parques Comerciais, S.A.                                                  Maia            100%                  100%                         -            50,000
1)       Ciclop - Gestão de Centros Comerciais, S.A.                                                    Maia            100%                  100%                         -            50,000
2)       Gaiaproject - Empreendimentos Imobiliários, S.A.                                               Maia                 -                  56%                        -            50,000
1)       Galp Park, S.A.                                                                     Madrid (Spain)             100%                  100%                         -            61,000
1)       Imobrasil I, BV                                                          Amsterdam (Netherlands)               100%                  100%                         -            18,500
1)       Imobrasil II, BV                                                         Amsterdam (Netherlands)               100%                  100%                         -            18,500
1) 6) Imodevelopment, B.V.                                                        Amsterdam (Netherlands)               100%                  100%                         -            18,161
1)       Imoitalie II BV                                                          Amsterdam (Netherlands)               100%                  100%                         -            18,200
1)       Imospain VII, B.V.                                                       Amsterdam (Netherlands)               100%                  100%                         -            18,200
1)       Imospain VIII, B.V.                                                      Amsterdam (Netherlands)               100%                  100%                         -            18,200
1)       Imospain IX, B.V.                                                        Amsterdam (Netherlands)               100%                  100%                         -            18,200
                                                                                                                                                                                        Cont. >>




                                                                                                                                                                                            87
                                                                                                                             consolidated report and accounts   2002’sonaeimobiliária
Cont.   >>

             Name                                                                              Head Office              Perc.of share cap. held                            Amount
                                                                                                                          02.12.31            01.12.31        02.12.31       01.12.31



1)       Imospain X B.V.                                                                Amsterdam (Netherlands)                 100%              100%                 -         18,200
1) 5) Imospain XII, B.V.                                                                Amsterdam (Netherlands)                 100%              100%                 -         18,200
1)       Inmo Development & Investments, S.A.                                                      Madrid (Spain)               100%              100%                 -         61,000
1)       Immo Project, Gmbh                                                                Dusseldorf (Germany)                 100%              100%                 -         28,037
2)       Martimope – Sociedade Imobiliária S.A.                                                               Maia                    -            56%                 -         50,000
4)       Lamda Pyleas, S.A.                                                                       Athens (Grecce)              39.9%                   -      1,271,569                 -
1)       Nó Górdio, SGPS, S.A.                                                                                Maia              100%              100%                 -         50,000
8)       Oriogest, Srl                                                                              Sondrio (Italy)             100%                   -          2,000                 -
1) 7) Pátio Boavista Shopping, Lda                                                              São Paulo (Brazil)               90%               90%                 -          4,959
1)       Parque Jóquei – Empreendimentos Comerciais, Ltda                                       São Paulo (Brazil)               90%               90%                 -          4,959
1)       Procoginm, S.A.                                                                           Madrid (Spain)               100%              100%                 -         61,000
1)       Querubim – Gestão de Centros Comerciais, S.A.                                                        Maia              100%              100%                 -         50,000
4)       Segest – Sonae Espansione Gestione, S.r.l.                                                 Sondrio (Italy)             100%                   -          7,500                 -
8)       SIC Indoor – Gestão de Suportes Publicitários, S.A.                                                Lisbon               35%                   -         17,500                 -
1)       Sonae Imobiliária Itália, S.r.l.                                                           Sondrio (Italy)             100%              100%                 -         75,548
4)       Sonae Imobiliária Itália – Prop. Management, Srl                                           Sondrio (Italy)             100%                   -         19,999                 -
1)       Transalproject 2000, S.r.l.                                                                Sondrio (Italy)             100%              100%                 -            200
                                                                                                                                                             1,318,568         861,064
                                                                                                                                                             1,607,618       1,233,377


     1) Companies excluded from the consolidation in 2001 due              to their immateriality
     to their immateriality                                                5) Ex. - Imofrance, B.V.
     2)Companies sold in April 2002                                        6) Ex. - Imospain II, B.V.
     3) Company liquidated in December 2002                                7)Ex. - Parque Alegre – Empreendimentos Comerciais, Ltda
     4) Companies excluded from the consolidation in 2002 due              8) Company incorporated in 2002




The associated companies were included in the                            their immateriality, both individually and in total,
consolidation by the equity method, as explained                         in relation to the financial position and results of
in Note 2.3.c).                                                          operations of the Group and are accounted for
The Group and jointly controlled companies ex-                           in the accompanying consolidated financial
cluded from the consolidation above mentioned                            statements at cost (Note 2.3.a)).
were excluded from the consolidation due to


6. Acquisition and sale of companies

The main acquisitions and sales of companies oc-                         Assets, S.A. ("Iberian Assets") and Zubiarte In-                 held by Iberian Assets at 50.1%. Zubiarte is a
curred during the years ended 31 December                                versiones Inmobiliarias, S.A. ("Zubiarte"), by                   development company and is actually the
2002 and 2001 were as follows:                                           € 119,808,384. Iberian Assets is the owner                       owner of a shopping mall that is under con-
                                                                         of 4 operative shopping malls located in Spain,                  struction and is expected to open to the public
Acquisition of subsidiaries                                              two of them (Kareaga and Gran Casa) held di-                     in September 2004. These companies were in-
                                                                         rectly and the other two (La Farga and Valle                     cluded in the consolidation by the proportional
In September 2002, the Group acquired 50%                                Real) held indirectly throught its subsidiaries                  method, as they are jointly controlled compa-
of the share capital of the companies Iberian                            Hospitalet Center, SL and Inmolor, S.A. both                     nies. A goodwill of € 18,147,759 (Note 9)




88
             sonaeimobiliária’ consolidated report and accounts   2002
arose with the acquisition of these four com-      nancial statements by the full consolidation            as it is a jointly controlled company. As this ac-
panies. As this acquisition was reported to 30     method.                                                 quisition was reported to 31 December 2001,
September 2002, profits and losses of these        In December 2001, the Group acquired 50% of             profits and losses of this company ere not in-
companies for the fourth quarter of 2002 were      the share capital of LL Porto Retail SGPS, S.A.,        cluded in the consolidated statement of profit
included in the consolidated statement of profit   located in Vila Nova de Gaia, owner of the Ar-          and loss for 2001.
and loss.                                          rábida Shopping, through its investment in Cap-
In December 2002, the Group acquired the           ital Plus – Investimentos e Participações, S.A.,        Sale of subsidiaries
remaining 40% of the share capital of Con-         by € 12,415,934. This company and its sub-
sultoria de Centros Comerciales, S.A.              sidiaries were included in the consolidation by         In April 2002 the Group sold the investment
("CCC"), by € 1,227,434, resulting in a good-      the proportional method, as they are jointly con-       held in Prædium – Desenvolvimento Imobiliário,
will amounting to € 1,274,080 (Note 9). This       trolled companies. As this acquisition was re-          S.A. ("Prædium DI"), which through its sub-
subsidiary, held in 60% before this acquisi-       ported to 31 December 2001, profits and                 sidiaries, operated in the Residential Real Es-
tion, was already included in the consolidated     losses of these companies were not included             tate promotion business. In this transaction,
financial statements by the full consolidation     in the consolidated statement of profit and loss        the Group sold both the investment held and the
method.                                            for 2001.                                               accounts receivable from this company
In December 2002, the Group acquired 19.9%         In December 2001, the Group acquired 50% of             amounting to € 33,364,509. With the sale of
of the share capital of Sonae West Shopping,       share capital of Centerstation – Imobiliária,           the investment by € 1,083,000 a gain of
AG by € 10,000, resulting in a goodwill            S.A., located in Maia, which owns the project           € 3,048,795 (Notes 22 and 29) was obtained.
amounting to € 153,996 (Note 9). This sub-         to construct the Viana Centro shopping center,          The group of companies that left the consoli-
sidiary, held in 75% before this acquisition,      by € 1,389,601. This company was included               dation perimeter, as a consequence of the sale
was already included in the consolidated fi-       in the consolidation by the proportional method,        of Prædium DI were as follows:


 Name                                                                   Head office               % of share capital held as of 01.12.31


Centro Residencial da Maia – Urbanismo. S.A.                                     Oporto                                                                           56%
Country Club da Maia – Imobiliária. S.A.                                           Maia                                                                           56%
Empreendimentos Imob. da Quinta da Azenha. S.A.                                    Maia                                                                           56%
Imoclub – Serviços Imobiliários. S.A.                                        Matosinhos                                                                           56%
Imohora – Imobiliária. S.A.                                                  Matosinhos                                                                           56%
Imohotel – Empreendimentos Turísticos Imob. S.A.                             Matosinhos                                                                           56%
Imosedas – Imobiliária e Serviços. S.A.                                      Matosinhos                                                                           56%
Prædium – Desenvolvimento Imobiliário. S.A.                                      Oporto                                                                           56%
Prædium II – Imobiliária. S.A.                                                     Maia                                                                           56%
Prædium III – Imobiliária. S.A.                                                    Maia                                                                           56%
Prédios Privados Imobiliária. S.A.                                           Matosinhos                                                                           56%
Predisedas – Predial das Sedas. S.A.                                         Matosinhos                                                                           56%
Promosedas – Promoção Imobiliária S.A.                                       Matosinhos                                                                           56%
Torre São Gabriel – Imobiliária. S.A.                                              Maia                                                                           56%
Torre São Rafael – Imobiliária. S.A.                                               Maia                                                                           56%
Urbisedas – Imobiliária das Sedas. S.A.                                      Matosinhos                                                                           56%


In December 2001, the Group sold 50% of            through its subsidiaries, owned at 100%, Tele-          owns GaiaShopping, by € 16,183,873, re-
share capital of Inparsa – Indústria e Partici-    porto – Empreendimentos Imobiliários, S.A.              sulting a gain amounting to € 14,728,612
pações SGPS, S.A., located in Maia, which          and Lisedi – Urbanização e Edifícios, S.A.,             (Note 29). These subsidiaries were included




                                                                                                                                                                   89
                                                                                                       consolidated report and accounts   2002’sonaeimobiliária
in the consolidation by the proportional                                  Effect of the acquisitions
method, as they are jointly controlled com-                               and sales
panies. As this sale was reported to 31 De-
cember 2001, profits and losses of these                                  The effect of the above mentioned acquisitions
companies were considered at 100% in the                                  and sales in the accompanying consolidated fi-
consolidated statement of profit and loss for                             nancial statements as of 31 December 2002
2001.                                                                     and 2001 was as follows:

                                                                                                      31.12.2002                                  31.12.2001
                                                                                             Acquisitions                   Sales         Acquisitions                     Sales
                                                                                    (Zubiarte and Iberian)        (Prædium DI)       (LL Porto Retail)       (Teleporto e Lisedi)



Cash and cash equivalents                                                  (I)                    4,265,218               573,581           4,326,668                     13,508
Investment properties (Note 7)                                                               195,000,000                         -         58,460,375                56,242,000
Tangible fixed assets                                                                             1,571,789             2,213,144              15,833                      6,183
Investments                                                                                      12,651,849                      -                   -                            -
Other non current assets                                                                         10,863,262             7,668,681                    -                            -
Accounts receivable from Group companies                                                         20,351,963                      -                   -                            -
Inventories                                                                                               -            52,964,754                    -                            -
Trade receivable from Group companies                                                              927,675              1,892,236             216,745                    416,141
Other current assets                                                                             18,176,915             9,994,791             990,443                  1,020,117
Accounts payble                                                                             (149,546,703)             (78,817,535)        (60,613,761)              (56,242,688)
Identifiable assets and liabilities at acquisition date                                      114,261,967              (3,510,348)           3,396,303                 1,455,261


Minorities (Note 17)                                                                          (12,601,342)              1,544,553                    -                            -
Deferred tax liabilities (Note 21)                                                                        -                      -         11,300,103                             -
Goodwill (Note 9)                                                                                18,147,759                      -            389,601                             -
Variation in the fair value of the acquired investment properties (Note 28)                               -                      -         (1,280,472)                            -
Pofit/ (loss) on sales (Notes 22 and 29)                                                                  -             3,048,795                    -               14,728,612
Amount of purchase / sale                                                 (II)               119,808,384               1,083,000          13,805,535                 16,183,873
Net cash flow                                                         (II-I)               (115,543,166)                 509,419          (9,478,867)                16,170,365



7. Investment properties

The movement in investment properties during
the years ended 31 December 2002 and 2001
was as follows:

                                                                  2002 – Investment properties                                       2001 – Investment properties
                                                in operation                     in progress                  total      in operation      in progress                    total


Opening balance                                  1,061,571,619                    185,362,003         1,246,933,622        851,882,305        121,499,267           973,381,572
Increases                                                             -            73,555,470            73,555,470           5,434,160       166,509,155           171,943,315
Transfers                                                             -            12,307,874            12,307,874                   -                  -                       -
Increases by transfer to investment
properties in progress:
     Production cost                              134,263,184                    (134,263,184)                    -        103,740,094       (103,740,094)                       -
                                                                                                                                                                         Cont.   >>




90
          sonaeimobiliária’ consolidated report and accounts   2002
Cont.    >>
                                                       2002 – Investment properties                                      2001 – Investment properties
                                            in operation        in progress                    total     in operation                in progress                           total


    Adjustment to fair value (Note 28)         78,864,107                     -            78,864,107         42,430,641                                    -       42,430,641
Variation in fair value of the investment
properties between years:
    Gains (Note 28)                            95,063,639                     -            95,063,639         58,106,925                                    -       58,106,925
    Losses (Note 28)                           (1,125,000)                    -            (1,125,000)           (14,170)                                   -          (14,170)
Increases through concentration               180,000,000            15,000,000           195,000,000         57,366,700                     1,093,675              58,460,375
of business activities (Note 6)
Sale of investment                             (8,456,840)                    -            (8,456,840)       (56,242,000)                                   -      (56,242,000)
properties
Currency translation differences              (41,291,507)                    -           (41,291,507)        (1,133,036)                                   -       (1,133,036)
Closing balance                             1,498,889,202        151,962,163            1,650,851,365    1,061,571,619                 185,362,003              1,246,933,622




During the year ended 31 December 2002 the                   During 2002 the Group transferred the                  At 31 December 2002 and 2001 investment
Group sold the investment property Vilalambert               Colombo towers investment from property,               properties in operation corresponded to the fair
resulting in a gain of € 78,794, recorded un-                plant and equipment to investment properties           value of the Group’s proportion of the following
der operating income (Note 29).                              in progress (Note 8).                                  shopping malls:

                                                                       31.12.2002                                                       31.12.2001
                                                        % held               Yield              Amount                 % held                       Yield            Amount


Portugal
AlgarveShopping                                               100%           8.00%             81,927,000                   100%                    8.25%           77,566,000
Arrábida Shopping                                              50%           7.50%             59,048,500                     50%                   7.25%           57,366,700
CascaiShopping                                                 50%           7.00%             97,359,000                     50%                   6.75%           93,404,000
Centro Colombo                                                 50%           6.75%            278,573,500                     50%                   6.50%          248,525,049
Centro Vasco da Gama                                          100%           6.75%            204,098,000                   100%                    6.25%          185,903,000
CoimbraShopping                                               100%           8.00%             31,475,000                   100%                    7.75%           29,265,000
GaiaShopping                                                   50%           7.50%             58,206,500                     50%                   7.25%           56,242,000
GuimarãeShopping                                              100%           8.00%             33,231,000                   100%                    7.75%           31,326,000
MadeiraShopping                                                50%           8.50%             32,460,000                     50%                   8.50%           26,573,000
MaiaShopping                                                  100%           8.00%             49,245,000                   100%                    7.75%           41,965,000
NorteShopping                                                  50%           7.00%            134,462,000                     50%                   6.75%          118,172,000
Sintra Retail Park                                             50%           8.25%             14,712,500                     50%                   8.25%           14,300,000
ViaCatarina                                                    50%           7.75%             33,025,500                     50%                   7.50%           30,755,000
Vilalambert                                                    100                N/A                    -                  100%                    8.75%            8,321,870
                                                                                           1,107,823,500                                                        1,019,684,619


Brazil
Parque D. Pedro                                                98%          12.00%             91,634,476                     98%                     N/A                           -
Sonae Enplanta                                                 50%                              5,388,226                     50%                                    9,137,000
                                                                                              97,022,702                                                             9,137,000


Spain
Gran Casa                                                      50%           6.50%             63,250,000                     N/A                     N/A                           -

                                                                                                                                                                           Cont.   >>




                                                                                                                                                                               91
                                                                                                                consolidated report and accounts   2002’sonaeimobiliária
Cont.    >>

                                                                                     31.12.2002                                              31.12.2001
                                                                          % held             Yield          Amount              % held            Yield             Amount


Kareaga                                                                      50%             6.85%         61,000,000                  N/A           N/A                      -
La Farga                                                                     25%             8.00%         22,750,000                  N/A           N/A                      -
Valle Real                                                                   25%             6.85%         33,000,000                  N/A           N/A                      -
Plaza Mayor                                                                  75%             7.50%         82,418,000                  75%           N/A                      -
Parque Principado                                                            25%             7.00%         31,625,000                  25%                         32,750,000
                                                                                                         294,043,000                                              32,750,000
                                                                                                       1,498,889,202                                          1,061,571,619




The fair value of each investment property was                             lated using the market yields for the different     In the valuation of investment properties some
determined by means of a valuation as of the                               types of income generated by the properties         assumptions, that in accordance with the Red
balance sheet dates made by an independent                                 (fixed rent, variable rent, co-generation and       Book are considered to be special were in ad-
specialised entity.                                                        other income). The reasonableness of the mar-       dition considered, namely that in the case of
The valuation of these investment properties                               ket values thus obtained was tested by means        recently inaugurated shopping malls, in which
was made in accordance with the Practice                                   of 10-year projections of the income generated      the possible costs still to be incurred were not
Statements of the RICS Appraisal and Valuation                             by the property.                                    considered, as the accompanying financial
Manual published by The Royal Institution of                               In the case of investment properties located in     statements already include a provision for
Chartered Surveyors ("Red Book"), located in                               Brazil, the local practice was used. This in-       them.
England.                                                                   volves preparing 10-year projections and dis-       Investment properties in progress at 31 De-
In the case of European assets, the market                                 counting them to the valuation date at market       cember 2002 and 2001 are made up as fol-
value of the investment properties was calcu-                              discount rates.                                     lows:

                                                         31.12.2002                             31.12.2001


Portugal
CascaiShopping expansion - second phase                              4,147,588                         315,693
Parque de Famalicão                                                  2,885,116                                -
Ponta Delgada                                                        8,046,297                                -
Coimbra Retail Park                                                  2,024,348                                -
Setúbal Retail Park                                                  1,269,665                        1,112,835
LoureShopping                                                        9,307,059                        8,351,534
Viana Centro                                                         6,809,393                        1,093,675
Colombo Towers                                                       8,780,307                                -


Germany
Vienna                                                               2,186,767                                -
Berlin Alexander Platz                                               3,143,160                                -
Dortmund                                                             2,673,845                                -


Brazil
Sonaeimo                                                             2,230,492                                -
Pátio Boavista                                                       1,451,085                                -
Parque D. Pedro Shopping                                                         -                   90,123,565
                                                                                                                  Cont.   >>




92
              sonaeimobiliária’ consolidated report and accounts   2002
Cont.   >>



                                          02.12.31                         01.12.31


Spain
Plaza Mayor                                              -                   41,717,881
Avenida M40                                    35,913,166                    26,192,124
Malaga Outlet                                   4,380,805                               -
Luz Del Tajo                                    5,091,891                               -
Plaza Éboli                                     9,164,387                               -
Dos Mares                                       5,661,908                               -
Zubiarte                                       15,000,000                               -


Greece
Aegean Park                                    17,405,000                    16,454,696


Italy
Brescia                                         4,389,884                               -
                                          151,962,163                     185,362,003




At 31 December 2002 and 2001 the following
investment properties had been given in gua-
rantee of bank loans:


   Colombo Center                                    Parque Principado
   Vasco da Gama Center                              Plaza Mayor
   NorteShopping                                     Gran Casa
   CascaiShopping                                    Kareaga
   GaiaShopping                                      Valle Real
   ViaCatarina                                       La Farga
   MaiaShopping
   CoimbraShopping
   GuimarãeShopping                                At 31 December 2002 and 2001 there were no
   Sintra Retail Park                              material contractual obligations to purchase,
   Arrábida Shopping                               construct or develop investment properties or for
   AlgarveShopping                                 repairs or maintenance, other than those refer-
   MadeiraShopping                                 red to above.




                                                                                                                                                                  93
                                                                                                       consolidated report and accounts   2002’sonaeimobiliária
8. Property, plant and equipment

The movement in property, plant and equipment                             during the years ended 31 December 2002
and corresponding accumulated depreciation                                and 2001 was as follows:



                                                                                                        2002

                                                          Land                      Buildings and           Machinery     Transport    Administrative
                                                 and natural                               other        and equipment     equipment        equipment
                                                   resources                       constructions
Assets:
Opening Balance                                     5,299,512                         19,884,667             3,742,507      252,729        2,308,378
Increases                                                             -                1,050,805              331,707        15,404          611,451
Sales                                                (870,780)                        (2,665,915)            (565,497)       (9,468)        (154,460)
Transfers and disposals                            (2,758,124)                        (2,196,034)            (687,469)      (29,647)        (675,334)
Currency translation differences                                      -                         -             (22,006)      (56,827)         (92,043)
Change in consolidation perímeter                  (1,670,608)                         1,556,068              (54,262)        3,467          351,208
Closing Balance                                                       -               17,629,591            2,744,980      175,658         2,349,200


Accumulated depreciation and impairment losses:
Opening Balance                                                       -                1,214,901             1,431,587       80,415          925,810
Depreciation for the year                                             -                  725,791              328,070        28,102          224,757
Sales                                                                 -                 (213,274)            (226,121)       (5,515)         (81,868)
Transfers and disposals                                               -                 (761,113)            (449,086)      (24,301)        (310,625)
Currency translation differences                                      -                         -             (10,406)      (10,848)         (11,673)
Change in consolidation perímeter                                     -                  596,949                (7,882)       2,834          (36,185)
Closing Balance                                                       -                1,563,254            1,066,162       70,687           710,216


Net assets                                                            -               16,066,337            1,678,818      104,971         1,638,984




94
          sonaeimobiliária’ consolidated report and accounts   2002
                                                    2002                                                                                                 2001

  Tools and           Other property,                 Property, plant                                          total                                          total
    utensils                  plant and             and equipment in
                             equipment                       progress



    107,217                         518,842                       7,396,603                          39,510,455                                      28,453,564
     31,498                         137,477                       2,648,235                            4,826,577                                     12,240,132
     (9,968)                        (33,735)                                -                        (4,309,823)                                       (107,274)
        381                                 -                    (7,568,081)                       (13,914,308)                                      (1,029,445)
           -                                -                           (137)                           (171,013)                                        (30,674)
        178                         141,717                      (1,110,226)                            (782,458)                                        (15,848)
   129,306                         764,301                       1,366,394                          25,159,430                                      39,510,455




     62,314                         372,653                                 -                          4,087,680                                      4,032,083
     24,244                          52,731                                 -                          1,383,695                                      1,003,311
     (2,791)                        (27,013)                                -                           (556,582)                                        (54,981)
           -                           (344)                                -                        (1,545,469)                                       (888,070)
           -                                -                               -                             (32,927)                                        (2,735)
        178                          (3,032)                                -                             552,862                                         (1,928)
    83,945                         394,995                                  -                         3,889,259                                       4,087,680


    45,361                         369,306                       1,366,306                          21,270,171                                      35,422,775




Sales in 2002 relate basically to the sale of the   During 2002 the Group transferred the              During 2002, the subsidiary SPEL – Sociedade
Vilalambert offices by € 3,964,366, resulting       Colombo towers investment from property,           de Parques de Estacionamento, S.A., capitalised
in a gain of € 294,194, recorded under oper-        plant and equipment to investment properties       under the caption Property, Plant and Equipment
ating income (Note 29).                             in progress (Note 7).                              financial costs amounting to € 115,277.




                                                                                                                                                                  95
                                                                                                   consolidated report and accounts   2002’sonaeimobiliária
9. Intangible assets

The movement in intangible assets and corres-                          years ended 31 December 2002 and 2001
ponding accumulated amortisation during the                            was as follows:

                                                                                                                   2002                                                2001
                                                                                      Goodwill                 Other rights                      Total                     Total



Assets :
Opening balance                                                                      7,585,624                     2,981,912              10,567,536                  12,298,729
Increases:
     Acquisitions (Note 6)                                                          19,575,835                     9,719,263              29,295,098                    389,601
     Price adjustments                                                                160,581                                -                 160,581                            -
Sales and disposals                                                                 (5,656,209)                              -            (5,656,209)                 (2,120,794)
Closing balance                                                                 21,665,831                      12,701,175               34,367,006                  10,567,536


Accumulated depreciation and impairment losses:
Opening balance                                                                      6,415,215                     1,498,227               7,913,442                   9,283,866
Amortisation for the year                                                           10,456,811                       355,967              10,812,778                    750,370
Sales and disposals                                                                 (5,266,608)                              -            (5,266,608)                 (2,120,794)
Closing balance                                                                 11,605,418                         1,854,194             13,459,612                   7,913,442
Net assets                                                                      10,060,413                      10,846,981               20,907,394                   2,654,094




Disposals of goodwill in 2002 relate basically                         Kareaga, La Farga and Valle Real) are actu-               period plus an equal period for renewal),
to the write off of goodwill that was fully de-                        ally in operation. In this transaction the Group          which is the expected period to recover the
preciated as of 31 December 2001.                                      paid an amount of € 9,719,263, which was                  investment.
In September 2002, the Group acquired the                              capitalised as intangible assets and is being             At 31 December 2002 and 2001 goodwill was
management right to operate five shopping                              depreciated over a period of twelve years                 made up as follows:
centers in Spain, four of which (Gran Casa,                            (corresponding to the established contract

                                                                                                            02.12.31                                                 01.12.31
                                                                                                                   Depreciation
                                                                                                                 and impaiment       Accumulated
                                                                                                                         losses       depreciation
                                                                         year of                     Depreciation   of the year        and impair-          Book            Book
                                                                       aquisition         Amount             rate     (note 30)       ment losses           value           value



Consultoria de Centros Comerciales, SL                                      1999         1,518,231           20%          303,646       1,214,584         303,647        607,292
Fimaia – Serv. Econ. e Gestão de Inv. S.A.                                  1999           365,973           20%           73,195         292,780          73,193        146,389
Consultoria de Centros Comerciales, SL                                      2000            45,211           20%            9,042          27,126          18,085         27,127
Centerstation – Imobiliária. S.A.                                           2001                                                                                 -       389,601
Consultoria de Centros Comerciales, SL (Note 6)                             2002         1,274,080           20%          254,816         254,816        1,019,264                -
Sonae West Shopping AG (Note 6)                                             2002           153,996           20%           30,799          30,799         123,197                 -
Iberian Assets, S.A. (Note 6)                                             Sep/02         6,916,776           20%          345,839         345,839        6,570,937                -
Hospitalet Center S.L., (Note 6)                                          Sep/02           306,020           20%           15,301          15,301         290,719                 -
Inmolor. S.A. (Note 6)                                                    Sep/02         1,748,812           20%           87,441          87,441        1,661,371                -
Zubiarte Inversiones Inmobiliarias. S.A. (Note 6)                         Sep/02         9,176,151          100%      9,176,151         9,176,151                -


                                                                                                                                                                         Cont.   >>




96
           sonaeimobiliária’ consolidated report and accounts   2002
Cont.   >>

                                                                                              02.12.31                                                           01.12.31
                                                                                                     Depreciation
                                                                                                   and impaiment         Accumulated
                                                                                                           losses         depreciation
                                                          year of                      Depreciation   of the year          and impair-                   Book            Book
                                                        aquisition          Amount             rate     (note 30)         ment losses                    value           value



Price adjustment                                              2002           160,581          100%          160,581              160,581                         -              -
                                                                          21,665,831                  10,456,811          11,605,418               10,060,413        1,170,409



10. Other non current assets

At 31 December 2002 and 2001 other non cur-
rent assets were made up as follows::

                                                               02.12.31                  01.12.31


Loans to group companies that were inclued in the
consolidation by the proportional method or exclued from consolidation:
  Imo R – Sociedade Imobiliária. S.A.                              14,877,278               14,877,278
  Zubiarte                                                           4,294,389                        -
  Lamda Pylea                                                         259,350                         -
  Other                                                              1,543,964                2,007,717
Advances on account of investments                                   1,761,880                 748,197
Fun Entertainment International                                      1,237,921                        -
Other non current assets                                             1,427,117                        -
                                                                  25,401,899                17,633,192




Loans to group companies included in the                process when the shareholders’ contribu-
consolidation by the proportional method                tions are not proportional to its ownership
are not eliminated during the consolidation             percentage.


11. inventories

At 31 December 2002 and 2001 this caption
was made up as follows:

                                                    02.12.31                               01.12.31


Work in progress                                          194,421                             27,172,853
Merchandise                                                 21,163                            33,653,244
                                                          215,584                            60,826,097



The decrease in inventories in 2002 is related          its subsidiaries operated in the Residential Real        products during the year ended 31 December
with the sale of the investment held in Prædium         Estate promotion business.                               2002 and 2001 was as follows:
DI mentioned in Notes 6 and 34, which through           The movement in work in progress and finished




                                                                                                                                                                           97
                                                                                                             consolidated report and accounts   2002’sonaeimobiliária
                                                                                            02.12.31                                 01.12.31
                                                                     Work in progress              Finished goods           Total          Total



Opening balance                                                            27,172,853                             -    27,172,853     51,693,599
Amounts capitalised during the year                                         2,257,641                             -     2,257,641     20,616,635
Sales                                                                                   -               (5,086,749)    (5,086,749)   (45,137,381)
Transfers                                                                 (24,149,324)                            -   (24,149,324)              -
Change in consolidation perimeter                                          (5,086,749)                   5,086,749               -              -
Closing balance                                                              194,421                              -      194,421     27,172,853




12. trade receivables

At 31 December 2002 and 2001 trade recei-
vables were made up as follows:

                                                                        02.12.31              01.12.31


Acounts receivable from customers:
Relating management of shopping malls                                      5,268,467             5,539,029
Relating to residential real estate                                                 -            2,240,348
Brazil                                                                     2,480,407             4,476,549
Spain                                                                      3,867,990             1,280,451
Other costumers                                                            1,230,587             1,115,084
Notes receivable from customers                                              568,324               143,525
Doubtful accounts receivable                                               8,107,862             7,192,320
                                                                         21,523,637             21,987,306
Accumulated impaiment losses on trade receivables (Note 26)               (7,968,277)           (6,992,770)
                                                                         13,555,360             14,994,536



13. Other receivables

At 31 December 2002 and 2001 this caption
was made up as follows::

                                                                          02.12.31            01.12.31


Municipal Council of Lisbon                                                   7,776,954          7,776,954
State and other public entities                                             21,310,144          18,455,665
Soconstrução BV                                                             32,807,843                      -
Imoconti, S.A.                                                                2,288,300                     -
Accounts receivable from group companies that were included
in the consolidation by the proportional method                               7,783,497                     -
Estação Shopping                                                              1,175,000                     -
ING Soparfi                                                                   1,987,249                     -
Municipal Council of Malaga                                                   1,649,415                     -
MBO La Farga                                                                   986,000                      -

                                                                                                    Cont.   >>




98
         sonaeimobiliária’ consolidated report and accounts   2002
Cont.   >>

                                                             02.12.31              01.12.31


Advances to suppliers                                              840,485               873,386
Others                                                            6,267,414           12,291,237
                                                               84,872,301            39,397,242


Accumulated impairment losses on other                            (424,297)             (119,570)
receivables (Note 26)
                                                               84,448,004            39,277,672




The amount of € 7,776,954, due by the Mu-           presented in December 2002, reclaiming the            the invoices from third parties during the pe-
nicipal Council of Lisbon, relates to works de-     totally of the improvements made by Colombo           riod of construction of the shopping malls and
veloped by the subsidiary Empreendimentos           on account of CML and corresponding interests         the reimbursement of that VAT is asked to
Imobiliários Colombo, S.A. ("Colombo") in the       and other expenses incurred by Colombo un-            state entities only after the beginning of ope-
area surrounding the Colombo Center. These          der the above mentioned protocols. The                ration of the shopping malls.
works were developed on behalf of the Munici-       Colombo’s Board of Directors believes that the        The amount of € 32,807,843 receivable from
pal Council of Lisbon ("CML") in accordance with    legal action will be favourable to the company        Soconstrução, BV relates to the amount to re-
protocols signed between the technical services     and consequently no provision to face losses          ceive from the entity to which Prædium DI was
of CML and Colombo at the end of 2002. On the       relating the account receivable was recorded.         sold in 2002, including both the amount of the
other hand, the caption Other non current lia-      The amount of € 21,310,144 receivable from            sale and accounts receivable from that entity
bilities, at 31 December 2002, includes the         state entities relates basically to Value Added       that were also sold (Note 6). The Group expects
amount of € 3,242,373 (Note 24) relating to         Tax ("VAT") receivable. In accordance to tax          to collect this account receivable in 2003.
works developed by CML on behalf of Colombo         legislation, the Group follows the procedure of
and licences. A legal action against CML was        record under this caption the VAT included in


14. Other current assets

At 31 December 2002 and 2001 this caption
was made up as follows:


                                                                02.12.31                              01.12.31                                        01.12.31
                                                                                                       restated
                                                                                                      (note 2.2)


Interest income receivable                                           1,374,286                                  181,679                                      181,679
Variable rents receivable                                            2,852,117                               2,267,342                                     4,063,189
Recovery costs receivable                                              254,634                                  347,710                                      347,710
Deferred rents                                                         766,473                                  766,516                                    4,214,245
Bank expenses                                                        3,950,382                               6,256,707                                     6,256,707
Management and administartion services receivable                    2,788,501                               1,900,917                                     1,900,917
Others                                                               6,494,302                               4,718,407                                     4,718,407
                                                                   18,480,695                            16,439,278                                      21,682,854




                                                                                                                                                                  99
                                                                                                      consolidated report and accounts   2002’sonaeimobiliária
15. Cash and cash equivalents

At 31 December 2002 and 2001 cash and
cash equivalents was made up as follows:


                                                                02.12.31                             01.12.31


Cash                                                                    157,557                            228,593
Bank deposits payable on demand                                      67,045,755                         26,136,656
Treasury applications                                                23,466,248                        119,200,678
                                                                     90,669,560                       145,565,927
Bank overdrafts (Note 19)                                              (938,697)                         (2,160,960)
                                                                     89,730,863                       143,404,967




At 31 December 2001, treasury applications in-                        to very short-term treasury operations with the
clude the amount of € 118,000,678, relating                           shareholder Sonae SGPS, S.A..


16. Share capital

At 31 December 2002 share capital was made                            The following entities own more than 20% of
up of 37,500,000 fully subscribed and paid up                         the share capital at 31 December 2002 and
ordinary shares of € 4.99 each.                                       2001:

Entity                                                                  2002                               2001


Sonae Investments, BV                                                    67.04%                             67.04%
Grosvenor Investments, (Portugal), SA                                    32.96%                             32.96%



17. Movement in minority interests

During the year ended 31 December 2002 the
movement in minority interests was as follows:

                                                                     Balance as of                          Net         Variation in      Companies
                                                                        01.12.31                          profit        translation     exclued from
                                                                                                                           reserve      consolidation
                                                                                                                                             in 2001

Parque D. Pedro                                                               1,754,872                   446,008           (625,795)           -
Plaza Mayor – Parque de Ócio, S.A.                                              891,468                 4,480,539                   -           -
Prædium DI                                                                    1,031,201                          -                  -           -
Avenida M40, S.A.                                                             4,830,100                          -                  -           -
Hospitalet Center, SL                                                                  -                   68,249                   -           -
Inmolor, S.A.                                                                          -                  127,624                   -           -
Comercial de Pinto Shopping, S.A.                                                      -                         -                  -     924,735
Other                                                                          (121,073)                  (48,335)              (240)   1,052,255
                                                                              8,386,568                5,074,085           (626,035)    1,976,990




100
         sonaeimobiliária’ consolidated report and accounts   2002
Acquisitions         Sales     Other       Balance as of
   (note 6)       (note 6)                    02.12.31




             -             -   (339,132)         1,235,953
             -             -           -         5,372,007
             -   (1,544,553)    513,352                  -
             -             -           -         4,830,100
     5,709,395             -           -         5,777,644
     6,891,947             -           -         7,019,571
             -             -           -          924,735
             -             -     73,980           956,587
   12,601,342    (1,544,553)   248,200         26,116,597




                                                                                                                   101
                                                        consolidated report and accounts   2002’sonaeimobiliária
18. Bank loans

At 31 December 2002 and 2001 bank loans
obtained were made up as follows:

                                                                                                                     02.12.31
                                                                                                                           Used amount
                                                                            Entidy                           limit   short term    medium and
                                                                                                                                    long term



Debenture loans:
Sonae Imobiliária / 98 bonds                                                                                          27,963,842    11,939,990
Sonae Imobiliária / 99 bonds                                                                                                   -    50,000,000
SM / 92 bonds                                                                                                                  -               -
                                                                                                                     27,963,842    61,939,990
Bank loans:
Sonae Imobiliária, SGPS, S.A.                                                   BPI                              -             -               -
Empreendimentos Imobiliários Colombo, S.A.                                Eurohypo         (a), (b)    112,250,000             -   112,250,000
Imo R – Sociedade Imobiliária, S.A.                                             BEI        (a), (d)     17,608,363     2,177,876    12,047,827
                                                                                BPI        (a), (b)      3,673,033      454,296      2,513,127
                                                                      Eurohypo, BPI        (a), (b)     18,750,000      935,547     17,307,612
                                                                            Citibank            (a)     24,939,895    14,877,277               -
Caisgere, SGPS, S.A.                                                           CGD              (c)     13,467,543             -    13,467,543
SM – Empreendimentos Imobiliários, S.A.                                        CGD     (a), (b), (e)             -             -               -
                                                                               CGD     (a), (b), (e)             -             -               -
Vasco da Gama – P. Centros Comerciais, S.A.                                     BEI        (d), (e)              -             -               -
                                                                      Banksyndicate        (b), (e)              -             -               -
ViaCatarina – Emp. Imobiliários, S.A.                                          BPA     (a), (b), (e)             -             -               -
MadeiraShopping – Soc. Cent. Comerciais, S.A.                                  BCP         (a), (b)     14,253,148     1,839,116    11,954,254
Sintra Retail Park – Parques Comerciais, S.A.                                   BPI        (a), (b)      6,234,974      545,560      5,455,602
SPEL – Soc. P. Estacionamento, S.A.                                             BPI             (a)      1,683,445      374,098      1,122,294
SPEL – Soc. P. Estacionamento, S.A.                                             BPI                -             -             -     5,380,713
Sonae Enplanta, S.A.                                                       Unibanco             (a)              -      279,236          535,203
Sonae Enplanta, S.A.                                                        BNDES               (a)              -      109,998            9,167
Prædium – Des. Imobiliário, S.A.                                               CGD               (f)             -             -               -
AlgarveShopping – Emp. Imobiliários, S.A.                                 BCP, CGD              (b)     33,668,858             -    33,668,858
Plaza Mayor – Parque de Ocio, S.A.                                        Eurohypo              (b)     35,459,714             -    34,257,719
Plaza Mayor – Parque de Ocio, S.A.                                              BPI             (b)      9,975,960     1,976,098               -
Rule, SGPS, S.A.                                                          Eurohypo              (b)     64,843,727             -    64,843,727
Inparsa – Ind. e Participações, SGPS, S.A.                                Eurohypo         (a), (b)     27,500,000             -    27,500,000
Capital Plus – Inv. e Participações, S.A.                            Eurohypo, BBVA    (a), (b), (d)    27,750,000     1,375,000    24,000,000
Grupo Lar Principado, SL                                                  Eurohypo         (a), (b)     24,040,483             -    24,040,483
ING RPFI Porto Investment, SGPS, S.A.                                     Eurohypo         (a), (b)     19,600,000             -    19,600,000
OMNE – SGPS, S.A.                                                         Eurohypo         (a), (b)     61,428,000             -    50,000,000
Ascendente – SGPS, S.A.                                                       BBVA         (b), (d)    111,000,000     2,830,500   108,169,500
Avenida M40, S.A.                                                     Commerzbank               (b)     28,000,000    11,818,153               -
Hospitalet Center                                                         Eurohypo         (a), (b)     12,774,037      751,265     10,517,712




102
         sonaeimobiliária’ consolidated report and accounts   2002
                 01.12.31
                       used amount
     limit       short term    medium and         due date      Reimbursement
                                long term                                   plan




                           -    39,903,832        Jan/2005                  Final
                           -    50,000,000        Dec/2006                  Final
                   3,740,985             -             2002                 Final
                                3,740,985      89,903,832


  7,481,968        7,481,968             -        Dec/2002                  Final
112,250,000                -   112,250,000        Sep/2026                Annual
 17,608,363        1,992,524    14,225,704        Jun/2009              Quaterly
  3,673,033         415,633      2,967,424        Jun/2009              Quaterly
 18,750,000         467,774     18,243,158        Jun/2011              Quaterly
 24,939,895                -    14,877,276        Dec/2003                  Final
 13,467,543                -    13,467,543        Sep/2004                  Final
  9,975,958         820,639       820,639         Nov/2003             Half year
 13,716,942                -    12,469,947        Dec/2009               Monthly
 24,939,895        5,072,777    19,867,120        Jun/2010                Annual
             -    10,756,617             -             2015                 Final
             -     8,671,370             -         Jul/2002               Annual
 12,220,548                -    11,635,610        May/2010              Quaterly
  6,234,974         233,812      6,001,162        Aug/2010             Half year
  5,611,476                -     5,231,497        Dec/2006             Half year
             -             -             -   in renegotiation    in renegotiation
             -             -             -        Nov/2005              Quaterly
             -      673,600      1,568,926        Jan/2004              Quaterly
  9,975,958                -     9,975,958        Sep/2004                  Final
 33,668,858                -    19,087,779        Apr/2013              Quaterly
 35,459,714        2,530,261    25,272,559        Oct/2017                Annual
             -             -             -        Aug/2003                  Final
 64,843,727                -    64,843,727         Jul/2026               Annual
 27,500,000                -    27,500,000        Nov/2016                Annual
 27,750,000        1,250,000    25,375,000        Mar/2017              Quaterly
 24,040,483                -    24,040,483        Mar/2005             Half year
             -             -             -        Oct/2021                Annual
             -             -             -             2028               Annual
             -             -             -             2028               Annual
             -             -             -             2003               Vários
             -             -             -        Apr/2013             Half year
                                                                          Cont.    >>




                                                                                                                                             103
                                                                                  consolidated report and accounts   2002’sonaeimobiliária
Cont.   >>

                                                                                                                                                            02.12.31
                                                                                                                                                                       Used amount
                                                                                     Entidy                                              limit                 short term                  medium and
                                                                                                                                                                                            long term



Inmolor                                                                            Eurohypo                    (a), (b)          15,025,303                                  -              15,025,303
Iberian Assets                                                                     Eurohypo                    (a), (b)          39,967,305                        976,645                  28,773,456
Iberian Assets                                                                     Eurohypo                    (a), (b)          26,369,406                        300,000                  25,619,406
                                                                                                                               750,263,194                    41,620,665                   648,059,506
Total                                                                                                                                                         69,584,507                   709,999,496
Fair value of the financial hedging instruments                                                                                                                              -               5,494,280
                                                                                                                                                              69,584,507                   715,493,776


  (a) These amounts are considered at the control propotion                     (c) to guarantee the repayment of this loan, the Group           (e) This loan wasrepaid before its term
  held by the Group                                                             pledged the sharest of this subsidiary                           (f) Company sold in 2002
  (b) To guarantee the repayment of these loans, the Group                      (d) The Group constitued bank guarantees of the repay-
  pledged the real estate properties owned by these companies                   ment of this loan




Bank loans bear interests at market interest                              At 31 December 2002 loans classified as medi-                     At 31 December 2002 and 2001 the Group’s
rates and were all contracted in Euro,                                    um and long term were repayable as follows:                       hedging financial instruments relate to inter-
except for the bank loans relating Sonae                                                                                                    est rate swaps (cash flow hedges) and were
Enplanta, which were contracted in Brazilian                              2004                                            29,676,326        as follows:
                                                                          2005                                            29,323,013
Reais and translated to Euro using the
                                                                          2006                                            71,267,537
exchange rate prevailing at balance sheet
                                                                          2007 and following years                     574,351,907
date (Note 2.20).
                                                                                                                       704,618,783




                                                                                         02.12.31                                                              01.12.31
                                                                         loan               Fair value of the financial                          loan                 Fair value of the financial
                                                                                                  hedging instrument                                                        hedging instrument



Sonae Imobiliária / 98 Bonds                              39,903,832                                      286,254                        39,903,832                                  380,520
Sonae Imobiliária / 99 Bonds                              50,000,000                                   3,959,879                         50,000,000                               2,041,004
Sonae Imobiliária SGPS / BPI                                                -                                      -                      7,481,968                                  142,502
Caisgere SGPS / CGD                                       13,467,543                                      493,000                        13,467,543                                  321,618
Imo R / BEI                                               14,225,703                                      436,036                        16,681,606                                  167,500
Imo R / BPI                                                 2,967,423                                      53,154                         3,479,716                                   42,500
Imo R / Eurohypo                                          18,243,159                                      265,957                        18,750,000                                  382,500
                                                                                                       5,494,280                                                                 3,478,144



These interest rate swaps are stated at                                   financial hedging instruments was made                            and the variable interest rate negotiated
their fair value at the balance sheet date, as                            taking into consideration the actualisation                       with the bank entity that granted the loan.
of 31 December 2002, determined by the                                    to the balance sheet date of the future                           The main hedging principles used by the
valuation made by the bank entities with                                  cash-flows relating the difference between                        Group when negotiating these hedging finan-
which the interest swaps were contracted.                                 the contracted interest rate with the bank                        cial instruments are as follows:
The computation of the fair value of these                                entity with which the swap was negotiated




104
             sonaeimobiliária’ consolidated report and accounts   2002
                       01.12.31
                                used amount
       limit               short term           medium and                  due date           Reimbursement
                                                 long term                                                  plan


               -                      -                     -               Jan/2026                  Half year
               -                      -                     -               Jun/2019                  Half year
               -                      -                     -               Nov/2020                  Half year
494,109,335             40,366,975            429,721,512
                        44,107,960            519,625,344
                             142,502                3,335,642
                        44,250,462            522,960,986




  > Perfect matching between the cash-                          rate used in the in interest rate swap
    flows paid and received: there is                           and in the loan are coincident;
    coincidence between the dates of                       > In a scenario of increase or decrease in
    interest payments of the loans obtained                     interest rates, the maximum amount of
    and changed with the bank;                                  interest charges is perfectly calculated.
  > Perfect matching in the index interest
    rate used: the reference index interest


19. Other loans

At 31 December 2002 and 2001 other loans
obtained were made up as follows:


                                                                     02.12.31                                                           01.12.31
                                                    Short term             Medium and long term                     Short term                      Medium and long term



Bank loans:
Sonae Imobiliária, SGPS, S.A.                                                                                       9,975,958                                        -
Imo R – Sociedade Imobiliária, S.A.                     24,950                       49,900                             24,950                                74,850
MaiaShopping – Empreendimentos Imobiliários, S.A.       16,563                       66,252                             33,128                                82,815
SM – Empreendimentos Imobiliários, S.A.                869,507                             -                          298,292                                        -
MadeiraShopping – Soc. Cent. Comerciais, S.A. –                  -                         -                          142,617                                        -
AlgarveShopping – Emp. Imobiliários, S.A.                        -                         -                          270,766                                        -
Grupo Lar Principado, SL                               392,417                             -                        4,965,036                                        -
                                                     1,303,437                     116,152                         15,710,747                               157,665
Bank overdrafts (Note15)                               938,697                             -                        2,160,960                                        -
                                                     2,242,134                     116,152                         17,871,707                               157,665




                                                                                                                                                                         105
                                                                                                              consolidated report and accounts   2002’sonaeimobiliária
These loans bear interests at market interest
rates and were contracted in Euro


20. Other non current liabilities

At 31 December 2002 and 2001 other non cur-
rent liabilities were made up as follows:


                                                                02.12.31                           01.12.31


Shareholdres:
  Prædium – Desenvolvimento Imobiliário, S.A.                                 -                           15,010,347
  Avenida M40, S.A                                                    4,144,449                            3,921,416
  Others                                                                893,885                              136,767
Deposit of guarantees received                                        2,210,895                                    -
Other non current accounts payable                                    3,158,261                              799,076
                                                                     10,407,490                           19,867,606



21. Deferred taxes

Deferred tax assets and liabilities at 31                             the temporary differences that generate
December 2002 and 2001 in accordance to                               them, are made up as follows:


                                                                                              Deferred tax assets              Deferred       tax     liabilities
                                                                                            02.12.31              01.12.31       02.12.31             01.12.31



Difference between fair value and historical                                                          -                   -    296,437,397          216,805,304
cost of tangible fixed assets
Wrote-off of intagible assets                                                                         -                   -     (3,118,747)          (4,027,537)
Wrote-off deferred income relating key                                                                -                   -      5,496,161            6,165,626
income and expenses relating the opening of shopping centers
Fair value of hedging financial instruments                                                 1,813,113             1,147,786               -                    -
Tax losses carried forward                                                                15,219,410              2,148,867               -                    -
                                                                                         17,032,523              3,296,653    298,814,811       218,943,393



The movement in deferred tax assets and                               ended 31 December 2002 and 2001 was
liabilities (net balance) during the years                            as folow:




106
         sonaeimobiliária’ consolidated report and accounts   2002
                                                                                                                   2002                                        2001


Opening balance                                                                                             215,646,740                                   190,860,140
Effect in net result:
    Difference between fair value and historical cost of                                                     66,498,369                                    37,525,545
    tangible fixed assets
    Wrotte-off of movements in the year                                                                           908,793                                     778,138
    in intangible assets
    Wrotte-off of movements in the year in deferred assets relating                                             (669,464)                                   1,013,704
    to key income and expenses relating to the opening of shopping centers
    Recognition of deferred income taxes relating to the fair                                                                 -                            11,300,103
    value arising in business concentrations (Note 6)
    Use / Increase of tax losses carried forward                                                             (2,891,555)                                    1,556,933
    Effect of change in income tax rate from 35.2% to 33% (Note 22)                                                           -                           (13,166,537)
    Other                                                                                                                     -                                         -
    Sub-total (Note 22)                                                                                      63,846,143                                    39,007,886
Effect in equity:
    Vauation of hedging financial instruments                                                                   (665,327)                                    (633,746)
Currency translation differences                                                                             (7,064,362)                                                -
Change in perimeter:
    Sales of companies                                                                                         2,087,169                                  (12,375,799)
    Acquisition of companies:
        Deferred income tax liabilities                                                                      18,173,214                                                 -
        Deferred income tax assets                                                                          (11,358,899)                                                -


Other                                                                                                          1,117,610                                   (1,211,741)
Closing balance                                                                                             281,782,288                                  215,646,740




The deferred tax assets relating to tax loss-
es carried forward are made up as follows:

                                                                                                            02.12.31                                     01.12.31


Tax consolidation of Prædium                                                                                                  -                             2,087,169
IMO R – Sociedade Imobiliária, S.A.                                                                                           -                                61,698
Parque D. Pedro Shopping, S.A                                                                                  3,647,977                                                -
Unishopping Administradora, Lda                                                                                       2,208                                             -
Spel – Sociedade Parques Estacionamento,SA                                                                        210,328                                               -
Iberian Assets, S.A.                                                                                           7,683,012                                                -
Zubiarte Inversiones Inmobiliarias, S.A.                                                                       3,675,885                                                -
                                                                                                             15,219,410                                    2,148,867




At 31 December 2002 the Group reviewed                     recorded the deferred tax assets relating to          bably be recovered in the future. The limit
the tax losses carried forward, and only                   the tax losses carried forward which will pro-        expire date of the tax losses is as follows:




                                                                                                                                                                            107
                                                                                                             consolidated report and accounts   2002’sonaeimobiliária
                                                             Tax loss                         Limit expire date


Portugal:
      Generated in 2001                                   637,358                                   2007


Spain:
      Generated in 1996                               22,467,974                                    2011
      Generated in 1997                                6,539,811                                    2012
      Generated in 1998                                4,052,256                                    2013
                                                      33,060,041


Brazil:
      Generated in 2001                                   148,656                            no limit date
      Generated in 2001                               10,587,181                             no limit date
                                                      10,735,837
                                                     44,433,236




22. Income tax

Income tax for the years ended 31
December 2002 and 2001 is made up as
follows:

                                                                   02.12.31                            01.12.31


Current tax                                                             16,655,315                       14,559,596
Deferred tax (Note 21)                                                  63,846,143                       39,007,886
                                                                        80,501,458                      53,567,482



The numerical reconciliation between tax ex-
pense and the product of accounting profit mul-
tiplied by the applicable tax rate is as follows:

                                                                            02.12.31                   01.12.31


Profit before income tax                                                     229,967,905               174,075,668
Gains related to the sale of companies (Note 6)                               (3,048,795)               (14,728,612)
Depreciation of goodwill (Note 9)                                             10,456,811                           -
Other permanent differences                                                    3,134,847                 (1,864,341)
Taxable profit                                                               240,510,768               157,482,715
Effect of different income tax rates in other countries                        3,433,044                           -
                                                                             243,943,812               157,482,715
Income tax rate in Portugal                                                          33.0%                    35.2%
                                                                              80,501,458                 61,274,635
                                                                                                               Cont.   >>




108
            sonaeimobiliária’ consolidated report and accounts   2002
Cont.   >>



                                                         02.12.31      01.12.31


Recognition of deferred income taxes relating the fair             -    11,300,103
value arising in business concentrations (Note 6)


Effect of change in income tax rate from 35.2%                     -   (13,166,537)
to 33% (Note 21)
                                                         80,501,458    53,567,482



23. Trade payables

At 31 December 2002 and 2001 trade
payables were made up as follows:

                                                         02.12.31      01.12.31


Suppliers                                                 12,622,948    16,997,624
Suppliers of fixed assets                                 19,718,082    23,101,195
Others suppliers                                             64,181         63,418
                                                         32,405,211    40,162,237




24. Other payables

At 31 December 2002 and 2001 other
payables were made up as follows:

                                                         02.12.31      01.12.31


Advances from customers                                    1,525,223    10,413,229
State and other public entities                           21,382,620    10,805,859
Shareholders                                               4,557,911     6,210,059
Municipal Council of Lisbon (Note 13)                      3,242,373     3,242,373
ING Soparfi                                                1,986,344              -
Other payables                                             4,179,587     4,047,674
                                                         36,874,058    34,719,194




                                                                                                                                                 109
                                                                                      consolidated report and accounts   2002’sonaeimobiliária
25. Outros passivos correntes

At 31 December 2002 and 2001 other current
liabilities were made up as follows:


                                                              02.12.31             01.12.31          01.12.31
                                                                                    restated
                                                                                  (Note 2.2.)


Accrud interested payable                                             4,613,787         4,668,405      4,668,405
Vacation pay and vacation bonus                                       4,848,739         4,583,690      4,583,690
Accrued Real Estate tax                                              10,740,841        12,226,881     12,226,881
Accrued services payables                                             4,581,308         2,906,540      2,906,540
Condominium margin                                                    1,406,996         1,503,189      1,503,189
Recovery costs payable                                                        -            76,006        76,006
Accrued fixed assets payable                                          2,916,526         7,287,715      7,287,715
Antecipated invoiced key income                                               -        11,943,625     11,943,625
Antecipated invoiced rental income                                    7,499,495         5,086,676     10,330,252
Others                                                               10,599,567        15,325,448     15,325,448
                                                                 47,207,259            65,608,175    70,851,751



26. Provisions and impaiment losses on accounts receivable

The movement in provisions and impairment                             ended 31 December 2002 and 2001 is made
losses on accounts receivable during the years                        up as follows:

              Captions                                 Balance as of              Increase          Decrease        Changes in       Translation Balance as of
                                                        00.12.31                                                    Perimeter        differences  01.12.31


Impaiment losses on accounts receivable:
      Customers                                                       6,888,111           602,457      (487,139)                 -        (10,659)   6,992,770
      Others debtors                                                   119,570                  -               -                -               -     119,570
                                                                      7,007,681           602,457      (487,139)                 -        (10,659)   7,112,340
Provisions for risks and costs:
      Other risks and costs                                             71,071              1,841         (2,940)        318,885             (375)     388,482
                                                                     7,078,752           604,298      (490,079)          318,885         (11,034)    7,500,822




              Captions                                 Balance as of              Increase          Decrease        Changes in       Translation Balance as of
                                                        00.12.31                                                    Perimeter        differences  01.12.31


Impaiment losses on accounts receivable:
      Customers (Note 12)                                             6,992,770         1,310,876      (676,450)         574,118         (233,037)   7,968,277
      Others debtors (Note 13)                                         119,570             31,732        (6,548)         279,543                 -     424,297
                                                                      7,112,340         1,342,608      (682,998)         853,661         (233,037)   8,392,574
Provisions for risks and costs:
      Other risks and costs                                            388,482            167,217       (22,024)         419,188                 -     952,863
                                                                     7,500,822          1,509,825     (705,022)        1,272,849        (233,037)    9,345,437




110
         sonaeimobiliária’ consolidated report and accounts   2002
27. Sales and services rendered

Sales and services rendered for the years
ended 31 December 2002 and 2001 are made
up as follows:

                                                      02.12.31             01.12.31          01.12.31
                                                                            restated
                                                                          (Note 2.2.)


sales                                                    5,516,596           46,775,171        46,775,171
Services rendered:
        Fixed rents                                    101,563,999           82,097,833       110,157,336
        Variable rents                                  10,167,281               9,013,946     13,424,732
        Space rentals                                    3,826,897               3,329,081      4,347,485
        Common charges                                  53,171,741           46,818,899        44,330,903
        Parking lot income                               9,229,582               8,024,504      6,423,840
        Others                                          32,629,359           21,234,837        58,120,283
                                                       210,588,859          170,519,100       236,804,579
                                                      216,105,455          217,294,271       283,579,750



The decrease in sales in 2002 is related to the              Sales occurred during 2001 relate basically to
sale of Prædium DI, which through its sub-                   the sale of the real estate residential buildings
sidiaries operated in the residential real estate            Torre de S.Gabriel and Ouro Foz.
promotion business (Notes 6 and 34).


28. Variation in fair value of the investment properties

The variation in fair value of the investment prop-
erties in 2002 and 2001 is made up as follows:

                                                                02.12.31                     01.12.31


Tranfers from “in progress” (Note 7)                              78,864,107                   42,430,641
Variation in fair value between years (Note 7):
        Gains                                                     95,063,639                   58,106,925
        Losses                                                    (1,125,000)                             -
Variation in fair value of the acquired investment
properties (Note 6)                                                          -                  1,280,472
Adjustment to the estimated construction cost at the               3,756,068                              -
date of the transfer to investment properties in operation
                                                                176,558,814                  101,818,038




                                                                                                                                                                            111
                                                                                                                 consolidated report and accounts   2002’sonaeimobiliária
29. Other operating revenue

Other operating revenue for the years ended
31 December 2002 and 2001 is made up as
follows:

                                                                02.12.31             01.12.31      01.12.31
                                                                                      restated
                                                                                    (Note 2.2.)


Key income                                                              5,993,778       650,191    15,858,086
Gains obtained in the sale                                              3,048,795     14,728,612   14,728,612
of companies (Notes 6 and 34)
Gains obtained in the sale                                               372,988               -            -
of properties (Notes 7 and 8)
Gains obtained in the sale of other assets                              2,531,595              -            -
Others                                                                  9,175,493      9,141,248    9,141,248
                                                                   21,122,649        24,520,051    39,727,946



30. Other operating expenses

Other operating expenses for the years ended
31 December 2002 and 2001 are made up as
follows:

                                                                02.12.31             01.12.31      01.12.31
                                                                                      restated
                                                                                    (Note 2.2.)


Real estate tax                                                         3,129,282      4,837,668    4,837,668
Amortisation and impairment losses                                     10,456,811       596,886       596,887
of goodwill (Note 9)
Indemnifies paid to tenants                                             1,071,917              -    3,367,148
Others                                                                  5,920,014      4,474,110    5,315,769
                                                                   20,578,024         9,908,664    14,117,472




112
           sonaeimobiliária’ consolidated report and accounts   2002
31. Net financial results

Net financial results are made up as follows:

                                                       02.12.31                    01.12.31


Expenses:
     Interest expense                                    34,269,769                  23,211,270
     Transfers from equity relating to hedging
     financial instruments                                                              667,912
     Foreign currency exchange loss                       7,798,134                   2,711,044
     Others                                               3,070,642                   1,527,385
                                                         45,138,545                  28,117,611
     Net financial expenses                           (29,887,846)                (14,499,850)
                                                         15,250,699                  13,617,761
Income:
     Interest                                            11,767,947                  11,463,444
     Gains on investments in
     associated companies                                     4,385                      21,426
     Gain on marketable securities
     and other treasury applications                      2,408,981                     380,000
     Foreign currency exchange gain                          84,088                   1,550,303
     Other financial income                                 985,298                     202,588
                                                         15,250,699                  13,617,761



32. Related parties

The Group just identified as related parties its
shareholders.
The transactions with these entities relates only
to loans granted or obtained and distribution of
dividends.


33. Compromises not reflect in the balance sheet

There are tax requirements for reinvestment in      subsidiaries to comply with that tax require-         ing to sales to Group companies recorded in
course relating the sale of investments in pre-     ments for reinvestment, in accordance with            individual accounts and wrote-off in the con-
vious years.    In accordance to the policy         current legislation, through the acquisition of       solidation process) were not considered in the
adopted in preceding years, it is intention of      other investments, fact by which gains ob-            computation of the income tax for 2001 and
the Board of Directors of the Company and its       tained in previous year (including those relat-       2002.




                                                                                                                                                                 113
                                                                                                      consolidated report and accounts   2002’sonaeimobiliária
34. Discontinuing activities

As of 1 April 2002 the Group discontinued the                         As this sale was considered as of 31 March         amounted to € 5,962,617 and € 5,453,887,
real estate residential promotion business                            2002, the consolidated statement of profit and     respectively and the corresponding result be-
through the sale of Prædium DI and its sub-                           loss includes income and expenses of the first     fore taxes amounted to € 508,730.
sidiaries. With this sale the Group obtained                          quarter of 2002 of this group of companies. In-    The main assets and liabilities as of 31 De-
a gain of € 3,048,795 (Note 29). The effect                           come and expenses of this group of companies,      cember 2001 and the main categories of in-
of this sale as of 1 April 2002 is detailed in                        included in the consolidated statement of profit   come and expenses for the year then ended, of
Note 6.                                                               and loss for the year ended 31 December 2002       this business segment are detailed in Note 35.


35. Segment information

In 2002 and 2001 the following business seg-                          In 2002 and 2001 the following geographical        The significant information relating to the busi-
ments were identified:                                                segments were identified:                          ness and geographical segments at 31 De-
  >   Investment in Shopping Malls;                                     >   Europe                                       cember 2002 and 2001 is presented in an ap-
  >   Management of Shopping Malls;                                     >   Brazil                                       pendix.
  >   Residential Real Estate
                                                                      The intra-segment transactions in 2002 and
The remaining Group activities and administra-                        2001 were eliminated in the consolidation
tive services are classified as unallocated.                          process.


36. Note added for translation

The accompanying financial statements are                             with generally accepted accounting princi-         counting principles in other countries. In the
a translation of financial statements origi-                          ples, some of which may not conform with           event of discrepancies the Portuguese lan-
nally issued in Portuguese in accordance                              or be required by generally accepted ac-           guage version prevails.


Information by Geographical Segments

                                                                                      Europe                                                Brazil
                                                               02.12.31               01.12.31          01.12.31            02.12.31                          01.12.31
                                                                                       restated



Segment revenue                                          349,442,572                 341,112,454      422,605,828           64,344,346                        2,519,906


Segment assets                                        1,836,105,684              1,479,137,004      1,480,932,851         108,334,489                      108,587,948




114
          sonaeimobiliária’ consolidated report and accounts   2002
                                  (Amounts stated in Euro)

                    Total
   02.12.31       01.12.31          01.12.31
                   restated



 413,786,918     343,632,360     425,125,734


1,944,440,173   1,587,724,952   1,589,520,799




                                                                                                                        115
                                                             consolidated report and accounts   2002’sonaeimobiliária
Information by Business Segments

                                                                      Investments in shopping malls                 Management of shopping malls
                                                               02.12.31           01.12.31          01.12.31        02.12.31        01.12.31          01.12.31
                                                                                  restated                                           restated



Revenue:
      Sales                                                                -                 -                 -               -                -              -
      Services rendered                                        34,304,158         15,112,873        15,112,873     169,365,838     146,742,167      213,027,646
      Other operating income                              190,311,040            105,388,298       120,596,193       3,344,162       2,700,377        2,700,377
                                                          224,615,198            120,501,171       135,709,066     172,710,000     149,442,544      215,728,023
      Inter-segment revenue                                                -                 -                 -               -                -              -
      Total revenue                                      224,615,198            120,501,171       135,709,066      172,710,000     149,442,544      215,728,023


Operating result of the segment                           177,096,693             96,347,284       107,346,372      92,947,617      90,575,481       79,576,393


Unallocated expenses
Net interest
Other financial results
Income tax
Extraordinary items
Minority interests
Net consolidation profit for the year
Segment assets:
      Investment properties                             1,498,889,202          1,061,571,619     1,061,571,619                 -                -              -
      Other assets                                        137,969,455          1,351,445,097     1,351,445,097      27,693,066      19,160,427       20,956,274
      Investment in associated companies                        1,271,569            677,751           677,751          37,499                  -              -
      Unallocated assets                                                   -                 -                 -               -                -              -
                                                      1,638,130,226            2,413,694,467     2,413,694,467      27,730,565      19,160,427       20,956,274
Segment liabilities:
      Segment liabilities                               1,035,499,601            765,812,359       765,812,359      29,289,223      32,395,542       34,191,389
      Unallocated liabilities                                              -                 -                 -               -                -              -
                                                      1,035,499,601             765,812,359       765,812,359       29,289,223      32,395,542       34,191,389
Cash flows:
      Cash flows from                                     (11,954,904)            10,836,959        10,836,959      88,447,191      78,337,427       78,337,427
      operating activities
      Cash flows from                                    (146,375,616)          (113,679,648)     (113,679,648)     (9,000,026)      1,390,514        1,390,514
      investing activities
      Cash flows from financing                           105,930,517            207,239,338       207,239,338        (340,441)        (62,104)         (62,104)
      activities
                                                         (52,400,003)           104,396,649       104,396,649       79,106,724      79,665,837       79,665,837




116
          sonaeimobiliária’ consolidated report and accounts   2002
                                                                                                                     (Amounts stated in Euro)


Residential Real Estate               Unallocated                                          Total
 02.12.31       01.12.31        02.12.31          01.12.31        02.12.31               01.12.31                         01.12.31
                                                                                          restated




  5,516,596    46,775,171                -                 -       5,516,596             46,775,171                      46,775,171
    406,413     1,840,911       6,512,450         6,823,149      210,588,859           170,519,100                     236,804,579
     39,608       275,722       3,986,654        17,973,692      197,681,463           126,338,089                     141,545,984
  5,962,617    48,891,804      10,499,104        24,796,841      413,786,918           343,632,360                     425,125,734
           -             -               -                 -                -                             -                              -
 5,962,617     48,891,804     10,499,104        24,796,841      413,786,918           343,632,360                     425,125,734


    (42,633)      134,733     (10,145,926)        1,518,020      259,855,751           188,575,518                     188,575,518
                                                                                                                                         -
                                                                            -                             -                              -
                                                                 (22,501,822)          (11,747,826)                    (11,747,826)
                                                                  (7,386,024)            (2,752,024)                     (2,752,024)
                                                                 (80,501,458)          (53,567,482)                    (53,567,482)


                                                                  (5,074,085)                 375,103                         375,103
                                                                144,392,362           120,883,289                     120,883,289


           -             -   151,962,163       185,362,003     1,650,851,365        1,246,933,622                    1,246,933,622
           -   71,620,987    126,318,669     (1,102,668,558)     291,981,190           339,557,953                     341,353,800
           -      100,000         298,550           455,626        1,607,618               1,233,377                       1,233,377
           -             -               -                 -                -                             -                              -
           -   71,720,987    278,579,382     (916,850,929)     1,944,440,173      1,587,724,952                     1,589,520,799


           -   37,191,389    155,645,426       132,978,346     1,220,434,250           968,377,636                     970,173,483
           -             -               -                 -                -                             -                              -
           -   37,191,389    155,645,426      132,978,346      1,220,434,250          968,377,636                     970,173,483


    733,106     1,242,038      (4,365,111)      (17,883,516)      72,860,282             72,532,908                      72,532,908


(12,926,565)    1,183,736     (35,431,254)       (8,579,226)    (203,733,461)        (119,684,624)                    (119,684,624)


  5,796,731    (1,224,135)    (36,494,280)      (35,507,194)      74,892,527           170,445,905                     170,445,905


(6,396,728)     1,201,639    (76,290,645)     (61,969,936)      (55,980,652)          123,294,189                     123,294,189




                                                                                                                                                117
                                                                                consolidated report and accounts   2002’sonaeimobiliária
Sonae Imobiliária, SGPS, S.A. e Subsidiaries
Consolidated Statements of Cash Flows for the Years
Ended         31 December 2002 and 2001                                                                                                           (Amounts stated in Euro)


                                                                              2002                    2001 restated                         2001


OPERATING ACTIVITIES:
      Receipts from trade debtors                                    194,236,441                    202,286,338                    268,571,817
      Payments to trade creditors                                     94,399,668                     79,981,297                    157,265,864
      Payments to employees                                           22,920,108                     19,338,358                     19,338,358
Flows from operations                                                 76,916,665                    102,966,683                     91,967,595
(Payments)/receipts of income tax                                     10,093,738                     14,757,706                     14,757,706
      Other (payments)/receipts relating                               6,037,355                    (15,676,069)                    (4,676,981)
      to operating activities
Flows from operating activities [1]                                                   72,860,282                     72,532,908                         72,532,908


INVESTING ACTIVITIES:
Receipts relating to:
      Investments                                                     12,985,062                     70,526,620                     70,526,620
      Tangible fixed assets                                           16,458,096                      1,089,978                      1,089,978
      Interest income                                                 10,488,480                     11,861,721                     11,861,721
      Dividends                                                         746,976                         812,338                       812,338
      Other                                                             584,107       41,262,721        450,114      84,740,771       450,114           84,740,771
Payments relating to:
      Investments                                                    140,515,045                     17,181,298                     17,181,298
      Tangible fixed assets                                           96,917,649                    188,745,331                    188,745,331
      Intangible fixed assets                                          9,719,263                               -                              -
      Loans granted                                                   (2,155,775)                    (2,646,259)                    (2,646,259)
      Other                                                                     -    244,996,182      1,145,025     204,425,395      1,145,025        204,425,395
Flows from investing activities [2]                                                 (203,733,461)                  (119,684,624)                    (119,684,624)


FINANCING ACTIVITIES:
Receipts relating to:
      Loans obtained                                                 121,230,570                    201,407,780                    201,407,780
      Capital increase and share premiums                                       -                       128,793                       128,793
      Sale of treasury stock                                                    -                       711,076                       711,076
      Other                                                               35,351     121,265,921         79,752     202,327,401         79,752        202,327,401
Payments relating to:
      Interest expenses                                               35,730,968                     24,029,626                     24,029,626
      Dividends                                                        9,750,000                      7,490,123                      7,490,123
      Other                                                             892,426       46,373,394        361,747      31,881,496       361,747           31,881,496
Flow from financing activities [3]                                                    74,892,527                    170,445,905                       170,445,905
Variation in cash and cash equivalents [4]=[1]+[2]+[3]                               (55,980,652)                   123,294,189                       123,294,189
Effect of exchange differences                                                         3,633,670                     (2,495,019)                        (2,495,019)
Effects of changes in the perimeter:
      Change in the consolidation method                                                   2,322                        915,627                             915,627
      Acquisition / sale of companies                                  5,937,894       5,940,216        208,073       1,123,700       208,073            1,123,700
Cash and cash equivalents at the beginning of the year                               143,404,968                     16,492,060                         16,492,060
Cash and cash equivalents at the end of the year                                      89,730,862                    143,404,968                       143,404,968


                                                                                                                                            The Board of Directors



118
         sonaeimobiliária’ consolidated report and accounts   2002
                                                           119
consolidated report and accounts   2002’sonaeimobiliária
statutory auditors’ report
         and audit report
                  Translation of a report originally issued in Portuguese
                                                (Amounts stated in Euro)
Introduction                                        Code; (iii) adopting adequate accounting                    of the companies included in the consoli-
                                                    policies and criteria and the maintenance                   dation have been appropriately examined;
 1 In compliance with the applicable                of appropriate internal control systems;                    assessing the adequacy of the accounting
  legislation we hereby present our                 (iv) informing any significant facts that                   principles used and their uniform applica-
  Statutory Auditors’ Report and Audit              have influenced the operations, financial                   tion and disclosure, taking into consider-
  Report on the consolidated financial              position or results of operations of the                    ation the circumstances; the applicability
  information contained in the                      companies included in the consolidation.                    of the going concern concept; the ade-
  consolidated Management Report and                                                                            quacy of the overall presentation of the
  consolidated financial statements for the        3 Our responsibility is to examine the finan-                consolidated financial statements; and as-
  year ended 31 December 2002 of                    cial information contained in the docu-                     sessment that, in all material respects, the
  Sonae Imobiliária, S.G.P.S., S.A. ("the           ments of account referred to above, in-                     financial information is complete, true, up-
  Company"), which comprise the                     cluding the verification that, in all material              to-date and licit. Our examination also in-
  consolidated Balance Sheet as of 31               respects, the information is complete,                      cluded verifying that the information in-
  December 2002, that reflects total of             true, up-to-date and licit, as required by the              cluded in the consolidated Management
  Euros 1,944,440,173 and shareholders’             Securities Market Code, and issuing a pro-                  Report is consistent with the other con-
  equity of                                         fessional and independent report based on                   solidated documents of account. We be-
  Euros 697,889,326, including a net                our work.                                                   lieve that our examination provides a rea-
  profit of Euros 144,392,362, the                                                                              sonable basis for expressing our opinion.
  consolidated Statement of Profit and            Scope
  Loss by nature, the consolidated                                                                       Opinion
  Statement of Cash Flows and the                  4 Our examination was performed in accor-
  consolidated Statement of Changes in              dance with the Technical Standards is-                   5 In our opinion, the consolidated financial
  Equity for the year then ended and the            sued by the Portuguese Institute of Statu-                  statements referred to in paragraph 1
  corresponding Notes.                              tory Auditors, which require that the ex-                   above, present fairly, in all material re-
                                                    amination be planned and performed with                     spects, the consolidated financial position
Responsibilities                                    the objective of obtaining reasonable as-                   of Sonae Imobiliária, S.G.P.S., S.A. as of
                                                    surance about whether the consolidated fi-                  31 December 2002 and the consolidated
 2 The Company’s Board of Directors is re-          nancial statements are free of material                     results of their operations and their con-
  sponsible for: (i) the preparation of con-        misstatement. Such an examination in-                       solidated cash flows for the year then
  solidated financial statements that present       cludes verifying, on a test basis, evidence                 ended, in conformity with the International
  a true and fair view of the financial posi-       supporting the amounts and disclosures in                   Financial Reporting Standards, issued by
  tion of the companies included in the con-        the financial statements and assessing the                  the International Accounting Standards
  solidation, the consolidated result of their      estimates, based on judgements and cri-                     Board, in force as of 31 December 2002
  operations and their consolidated cash            teria defined by the Company’s Board of                     and the information contained therein is,
  flows; (ii) the preparation of historical fi-     Directors, used in their preparation. Such                  in terms of the definitions included in the
  nancial information in accordance with            an examination also includes: verification                  technical standards and review recom-
  generally accepted accounting principles          of the consolidation procedures used and                    mendations referred to in paragraph 4
  and that is complete, true, up-to-date and        application of the equity method, as well                   above, complete, true, up-to-date and
  licit, as required by the Securities Market       as verifying that the financial statements                  licit.




                                                                                                                                                                121
                                                                                                     consolidated report and accounts   2002’sonaeimobiliária
Emphasis                                                             ing the elimination of balances and trans-      this change, the Group restated for com-
                                                                     actions with companies included in the          parative purposes the financial data af-
  6 As mentioned in Note 2.2 of the notes to                         consolidation by the proportional method,       fected, contained in the financial state-
      the consolidated financial statements, the                     starting eliminating them in total instead      ments for the year ended 31 December
      Group changed in 2002 its criteria relat-                      of its proportion. As a consequence of          2002.




                                                                                                                    Oporto, 26 March 2003


                                                                                                                  Magalhães, Neves e Associados - SROC
                                                                                                                  Represented by:
                                                                                                                  Jorge Manuel Araújo de Beja Neves




122
         sonaeimobiliária’ consolidated report and accounts   2002
  report and opinion of the
statutory board of auditors
     consolidated accounts
                   Translation of a report originally issued in Portuguese
To the Shareholders of Sonae Imobiliária, S.G.P.S., S.A.

In compliance with the applicable legislation and   In performing our work, we examined the con-           tors’ Report and Audit Report, prepared by the
our mandate we hereby submit our Report and         solidated balance sheet as of 31 December              Statutory Auditor, president of this Board, with
Opinion which covers our work and the docu-         2002, the consolidated statement of profit and         which we agree.
ments of presentation of the consolidated an-       loss by nature, the consolidated statement of          Considering the above, in our opinion, and al-
nual accounts of Sonae Imobiliária, S.G.P.S.,       cash flows and the statement of changes in eq-         though the matter described in paragraph 6 of
S.A. ("Sonae Imobiliária") and Subsidiaries         uity for the year then ended and the related           the statutory Auditors’ Report and Audit Re-
("Group") for the year ended 31 December            notes, which were prepared based on the ac-            port,the consolidated financial statements re-
2002, which are the responsibility of the Sonae     counting records of the companies included in          ferred to above and the consolidated Directors’
Imobiliária’s Board of Directors.                   the consolidation, maintained in accordance            Report, as well the proposal therein, are in ac-
We accompanied the operations of Sonae Imo-         with generally accepted accounting principles          cordance with accounting, legal and statutory
biliária and that of its principal participated     in Portugal, adjusted, in the consolidation            requirements and so can be approved by the
companies, the writing up of their accounting       process, to the International Financial Report-        Shareholders’ General Meeting.
records and their compliance with statutory and     ing Standards ("IFRS") issued by the Interna-          We wish to thank the Board of Directors of
legal requirements, having obtained, from the       tional Accounting Standards Board ("IASB") in          Sonae Imobiliária and the personnel of the com-
Board of Directors and personnel of Sonae Imo-      force as of 31 December 2002.          We also         panies of the Group for the assistance provided
biliária and from the Statutory Bodies and per-     analysed the consolidated Directors’ Report            to us.
sonnel of its principal participated companies,     prepared by the Board of Directors. In addition,
all the information and explanations required.      we analysed the consolidated Statutory Audi-           Oporto, 26 March 2003




                                                                                                           Magalhães, Neves e Associados, SROC
                                                                                                           Represented by:
                                                                                                           Jorge Manuel Araújo de Beja Neves
                                                                                                                  President
                                                                                                           Teresa Alexandra Martins Tavares
                                                                                                                  Member
                                                                                                           Benoit François Pierre Prat-Stanford
                                                                                                                  Member




                                                                                                                                                                  125
                                                                                                       consolidated report and accounts   2002’sonaeimobiliária
    Real Estate
Assets Valuation
The Directors,
Sonae Imobiliária S.G.P.S. S.A.
Lugar do Espido, Via Norte,
4471 Maia Codex,
Portugal




Lisbon, 28th February 2003
Dear Sirs,


Property Valuation as at 31st December 2002
Sonae Imobiliária S.G.P.S., S.A. ("The Company")

In accordance with your instructions, we have       48) also comply with the Code                             regard to the nature of the property and
pleasure in reporting to you as follows:            of Practice of the ABNT (Brazilian                        the state of the market) for the proper
                                                    Association for Technical Standards)                      marketing of the interest, for the
1. Scope of Instructions                            code number-NBR-5676/90. The                              agreement of the price and terms and
                                                    valuation has been prepared by Valuers                    for the completion of the sale;
1.1 We have considered those properties as          who conform to the requirements as set                c) that the state of the market, level of
    set out in Appendix 1 which we                  out in the RICS Appraisal and Valuation                   values and other circumstances were,
    understand are held by the Company or           Manual, acting in the capacity of                         on any earlier assumed date of
    its subsidiaries.                               external valuers.                                         exchange of contracts, the same as on
1.2 We are instructed to prepare this                                                                         the date of valuation;
    valuation for a management review of        2. Basis of Valuation                                     d) that no account is taken of any
    the Company’s property values at the                                                                      additional bid by a prospective
    end of 2002. It should be noted that        2.1 As instructed and in accordance with                      purchaser with a special interest; and
    Cushman & Wakefield Healey & Baker              the requirements of the RICS Appraisal                e) that both parties to the transaction had
    have in the past undertaken detailed            and Valuation Manual, the valuation of                    acted knowledgeably, prudently and
    valuations of some of the properties.           the properties has been prepared on the                   without compulsion."
    This valuation has been prepared on the         following basis:                                   2.2 With respect to those properties in the
    basis of information relating to the                                                                      Course of Development as set out in
    properties received from the Company.       Open Market Value                                             Appendix 1, it should be noted that the
1.3 The valuation of all the properties has                                                                   valuation has been prepared on the
    been prepared in accordance with the        This is defined as "An opinion of the best price              basis of the Open Market Value of the
    Practice Statements contained in the        at which the sale of an interest in property                  land and buildings in their existing state
    RICS Appraisal and Valuation Manual         would have been completed unconditionally for                 at the date of valuation. In assessing the
    published by The Royal Institution of       cash consideration on the date of valuation, as-              Open Market Value of the properties in
    Chartered Surveyors ("The Red Book"),       suming:                                                       the Course of Development we have
    subject to our comments in Section 3.0       a) a willing seller;                                         therefore assumed that the existing
    below. The valuations of the properties      b) that, prior to the date of valuation, there               contractual arrangements of the
    in Brazil (property nºs 23 - 28 and 46 -        had been a reasonable period (having                      ongoing construction continue




                                                                                                                                                              127
                                                                                                   consolidated report and accounts   2002’sonaeimobiliária
      uninterrupted and would be assignable                          3.3 Concerning Centro Vasco da Gama                  understand that the Local Authority has
      to a third party. The valuation of such                           (Property nº 5), we have been informed            so far withheld consent. We have made
      properties has also been prepared on                              that the property does not possess a              the Special Assumption that the
      the basis of the details of the cost of                           valid Licença de Utilização (Final                Construction Licence is forthcoming on
      works incurred to the date of valuation                           Utilisation Licence). This document is            a reasonable timescale and without any
      and the estimated costs to complete as                            issued by the Local Authority upon                financial penalty.
      supplied by the Company, as well as                               practical completion and licensing of the     3.6 Concerning Aegean Park (Property
      having regard to any contracted lettings                          property. It should be noted that under           n° 42), we understand that there
      or sales and the current project                                  Portuguese Law, a property is effectively         remains an outstanding purchase
      timetable. In addition, allowance has                             unsaleable as a property asset without            payment of € 5,800,000. It should be
      been made for financing outstanding                               the Licença de Utilização.                        noted that our valuation does not take
      development costs until completion of                             We have made the Special Assumption               account of this outstanding payment.
      the project and for an assumed profit                             that this property is in possession of the        Furthermore, we have assumed that
      given the risk to be taken by a                                   Licença de Utilização. We have made a             planning permission for construction
      purchaser of the development in its                               capital deduction from the Open Market            of a shopping centre is forthcoming.
      existing state.                                                   Value for the cost likely to be incurred in   3.7 It should be noted that the valuation
2.3 The values reported relate to the entire                            securing the issue of the relevant licence.       prepared subject to this Special
      property in each instance and no                                  This cost has been supplied to us by the          Assumptions may differ materially from
      adjustment is made to reflect a shared                            Company. We have been informed by the             the Open Market Value and as such it is
      ownership. It should be noted that in a                           Company’s legal advisers that the                 imperative that the values expressed
      number of cases, the Company does                                 Licença de Utilização is not required to          within this valuation certificate, when
      not own 100% of the property and it is                            effect the sale of the shares of a real           published or disclosed to any third
      possible that a part stake in any of the                          estate asset-owning company, the                  party, are supported by the full
      properties may not realise a value which                          ownership structure of the asset.                 explanatory notes setting out all the
      is strictly pro-rata to the value of the                       3.4 Concerning Parque Principado (Property           assumptions utilised. Such publication
      entire property.                                                  n° 17), we understand that there                  or disclosure will not be permitted
                                                                        remains an outstanding purchase                   unless, where relevant, it incorporates
3. Special Assumptions                                                  payment, which will be calculated on the          the Special Assumptions referred to
                                                                        performance of turnover rent to the end           herein.
3.1 In the preparation of this valuation the                            of December 2002. The amount will be
      Company has specifically instructed                               payable before or on 30th April 2003. It      4. Tenure and Tenancies
      Cushman & Wakefield Healey & Baker                                should be noted that our valuation is of
      to make a number of Special                                       100% ownership of the property and we         4.1 We have not had access to the Title
      Assumptions. Contrary to the                                      have not made allowance for this                  Deeds of the properties and our
      requirements of the Red Book, the                                 outstanding payment.                              valuation has been based on various
      Company has instructed us not to                               3.5 Concerning Torre Ociente and Torre               reports on title and information which
      prepare an additional valuation of the                            Oriente (Property nºs 39 & 40), we are            the Company’s Portuguese legal
      properties on the basis of Open Market                            aware that the Company awaits the                 advisers, Carlos Osório de Castro,
      Value without the Special Assumptions                             reissue of the Contruction Licence,               Eduardo Verde Pinho e J.J. Vieira Peres
      described below. The Special                                      which is legally required before                  – Sociedade de Advogados, have
      Assumptions are as follows:                                       construction may commence. We                     supplied to us as to tenure and




128
         sonaeimobiliária’ consolidated report and accounts   2002
    statutory notices. It should be noted,         d) vacant possession can be given of all                 supplied by the Company together with
    however, that we have received reports            accommodation which is unlet, or                      any verbal enquiries and any informal
    on title only in relation to selected             occupied either by the Company or by                  information received from the Local
    properties. Where we have not been                its employees on service occupancies.                 Planning Authority.
    supplied with such reports we have            4.4 It should be noted that the utilisation         5.2 In the absence of information to the
    relied upon information supplied by the           contracts for the shopping centres do                 contrary our valuation is on the basis
    Company. For those properties                     not provide for the full recovery of all              that the properties are not affected by
    previously valued by us no additional             repairing and insuring costs incurred in              any proposals for road widening or
    legal information has been supplied by            the operation of the property from the                compulsory purchase.
    the legal adviser for the purposes of             tenants. Accordingly due provision has          5.3 Our valuation is on the basis that each
    this revaluation as at 31st December              been made within our valuation for such               property has been erected either prior
    2002. For those properties not                    non-recoverable costs.                                to planning control or in accordance
    previously valued we have been                4.5 It should be noted that the properties                with a valid planning permission and is
    instructed to rely on such new                    that are held as investments in Brazil                being occupied and utilised without any
    information as has been supplied by the           (Property nºs 23 - 28) are leased on a                breach of the same.
    Company.                                          variety of lease terms to multiple              5.4 With respect to those properties in the
4.2 With respect to properties currently let,         tenants. In particular the lease terms                Course of Development, our valuation is
    we have had access to sample                      vary in relation to the non-recoverable               on the basis that each property is being
    utilisation contracts and have reviewed           out-goings and we have therefore                      constructed in accordance with both a
    those utilisation contracts pertaining to         estimated the operational costs of each               valid planning permission and a valid
    the anchor tenants.                               property based on the information                     building permission for construction.
4.3 Unless disclosed to us to the contrary and        provided in relation to their track             5.5 With respect to the properties Held for
    recorded within this Valuation Certificate,       record.                                               Development, our valuation is on the
    our valuation is on the basis that:           4.6 The interest held in properties held as               basis that each property will be
 a) each property possesses a good and                investments in Brazil (Property nºs 23 -              constructed in accordance with both a
    marketable title, free from any unusually         28) is in the form of shares in a                     valid planning permission and a valid
    onerous restrictions, covenants or other          "Proindiviso Condominio". This form of                building permission for construction.
    encumbrances;                                     condominium is the standard form of
 b) in respect of leasehold properties where          ownership of shopping centres in Brazil         6. Structure
    we have not reviewed the lease there              and signifies that the condominium
    are no unreasonable or unusual clauses            owners jointly own the freehold of the          6.1 We have neither carried out a structural
    which would affect value and no unusual           whole property. The interests in the                  survey of any property, nor tested any
    restrictions or conditions governing the          ownership may be traded, but the                      services or other plant or machinery. We
    assignment or disposal of the interest;           property itself remains indivisible, no               are therefore unable to give any opinion
 c) in respect of utilisation contracts and           shareholder having any individual claim               on the condition of the structure and
    leases subject to impending or                    on any part.                                          services. However, our valuation takes
    outstanding rent reviews and                                                                            into account any information supplied to
    renewals, we have assumed that all            5. Town Planning                                          us and any defects noted during our
    notices have been served validly and                                                                    inspection. Otherwise, our valuation is
    within the appropriate time limits;           5.1 We have not made formal searches, but                 on the basis that there are no latent
    and                                               have generally relied on information                  defects, wants of repair or other matters




                                                                                                                                                            129
                                                                                                 consolidated report and accounts   2002’sonaeimobiliária
      which would materially affect our                                  on the basis that all buildings have been       8.2 With respect to the following properties:
      valuation.                                                         constructed having appropriate regard               Centro Colombo (Property nº4),
6.2 We have not inspected those parts of                                 to existing ground conditions. In respect           MaiaShopping (Property nº13) and
      any property which are covered,                                    of the properties with development                  NorteShopping (Property nº14) we have
      unexposed or inaccessible and our                                  potential, our valuation is on the basis            assessed and included within the value
      valuation is on the basis that they are in                         that there are no adverse ground                    reported income producing co-
      good repair and condition.                                         conditions which would affect building              generation plant.
6.3 We have not investigated the presence                                costs and where you have supplied us            8.3 Process related plant/machinery and
      or absence of High Alumina Cement,                                 with a building cost estimate, we have              tenants’ fixtures/trade fittings have been
      Calcium Chloride, Asbestos and other                               relied on it being based on full                    excluded from our valuation.
      deleterious materials. In the absence of                           information regarding existing ground
      information to the contrary, our                                   conditions.                                     9. Inspections
      valuation is on the basis that no                              7.2 We have not carried out any
      hazardous or suspect materials and                                 investigations or tests, nor been               9.1 We have inspected the properties
      techniques have been used in the                                   supplied with any information from you              internally and externally from ground
      construction of any property. You may                              or from any relevant expert that                    level during the final semester of 2002.
      wish to arrange for investigations to be                           determines the presence or otherwise of         9.2 As agreed, in analysing the prevailing
      carried out to verify this.                                        pollution or contaminative substances in            rental levels and in assessing our views
6.4 For those properties in the Course of                                any property or any other land (including           on the Open Market Value for the
      Development or Held for Development we                             any ground water). Accordingly, our                 completed shopping centres, we have
      have assumed that all buildings will be                            valuation has been prepared on the                  substantially relied upon the floor areas
      constructed with good workmanship,                                 basis that there are no such matters that           supplied to us by the Company.
      using good materials and that, upon                                would materially affect our valuation.              However, we have taken check
      completion, a structural survey would not                          Should this basis be unacceptable to you            measurements of a representative
      reveal any defects to any part of the                              or should you wish to verify that this              sample of lettable units and those
      property. Our valuation is made on the                             basis is correct, you should have                   figures compare with those supplied to
      assumption that the buildings will be                              appropriate investigations made and                 us to a range of approximately +/- 3%.
      constructed using materials which will                             refer the results to us so that we can              The presumption is therefore that it is
      meet the current requirements of                                   review our valuation.                               reasonable to assume that the
      occupiers and investors in the                                                                                         remaining figures supplied to us by the
      marketplace. This comment is made from                         8. Plant and Machinery                                  Company are equally accurate but we
      a commercial perspective rather than a                                                                                 are unable to warrant to this effect.
      technical one and therefore does not take                      8.1 In respect of the freehold properties, usual        In accordance with local practice the
      into account the adequacy of engineering                           landlord’s fixtures such as lifts, escalators       floor areas are calculated on the basis
      and structural design matters.                                     and air conditioning have been treated as           of the lettable retail area of the unit,
                                                                         an integral part of the building and are            including all external walls and to the
7. Site and                                                              included within the asset valued. In the            centre line of any party walls. Toilets
       Contamination                                                     case of the leasehold properties, unless            used exclusively by an occupier are also
                                                                         advised to the contrary, these items have           included. We would specifically highlight
7.1 We have not investigated ground                                      been treated as belonging to the landlord           that this is not in accordance with the
      conditions/stability and our valuation is                          upon reversion of the lease.                        Code of Measuring Practice prepared by




130
         sonaeimobiliária’ consolidated report and accounts   2002
    The Royal Institution of Chartered          10.3 Our valuation has been prepared on               10.9 Where grants have been received, no
    Surveyors but that it does follow                the basis of the local currency relevant                 allowance has been made in our
    established market practice in the               to the country in which the properties                   valuation for any requirement to repay
    respective countries. Both the areas             are situated, namely the Euro (€) and                    the grant in the event of a sale of any
    and any reference to the age of                  Brazilian Real (R$).                                     property.
    buildings in this valuation are             10.4 We have converted the values of the              10.10Our valuation does not make allowance
    approximate.                                     properties in Brazil to Euros, using the                 either for the cost of transferring sale
9.3 With respect to the properties in the            exchange rate provided by the Banco                      proceeds outside of the respective
    Course of Development we have                    de Portugal as at 31st December                          country or for any restrictions
    assumed the existing project areas as            2002 of R$ 3.71236 to € 1.00. All                        on doing so.
    supplied by the Company and                      values that have been converted are              10.11 Our valuation is subject to a number of
    originating from the appropriate                 rounded to the nearest whole digit. We                   Special Assumptions, referred in
    planning permissions and current                 have made no allowance for any                           Paragraph 3 herein.
    development plans. With respect to               benefits or burdens that may flow from
    those properties Held for Development            exchange rate fluctuations.                      11. Valuation
    we have assumed the site areas              10.5 No allowances have been made for
    supplied by the Company.                         any expenses of realisation or any               11.1 Subject to the foregoing, and based on
                                                     taxation liability arising from a sale or                values current as at 31st December
10. General Principles                               development of any property.                             2002 we are of the opinion that the
                                                10.6 No account has been taken of any                         Open Market Value of the freehold and
10.1Our valuation is based on the                    leases granted between subsidiaries of                   leasehold interests in the properties as
     information which either the Company            the Company, and no allowance has                        set out in Appendix 1 is the total sum
     has supplied to us or which we have             been made for the existence of a                         of € 2,836,931,560 (Two thousand,
     obtained from our enquiries. We have            mortgage, or similar financial                           eight hundred and thirty-six million, nine
     relied on this being correct and                encumbrance on or over any property.                     hundred and thirty-one thousand, five
     complete and on there being no             10.7 Our valuation is exclusive of IVA (VAT)                  hundred and sixty euros).
     undisclosed matters which would affect          or any other taxes of a similar nature.          11.2 We set out the value ascribed to each
     our valuation.                             10.8 A purchaser of the properties is likely                  property in Euros in Appendix 1, and
10.2 In respect of tenants' covenants, whilst        to obtain further advice or verification                 the individual property schedules in
     we have taken into account information          relating to certain matters referred to                  Appendix 2. It should be noted that our
     of which we are aware, we have not              above before proceeding with a                           total valuation comprises the
     received a formal report on the                 purchase. You should therefore note                      aggregate of the Open Market Value
     financial status of the tenants. We have        the conditions on which this valuation                   attributable to each individual property.
     had regard to any information supplied          has been prepared. The valuation of                      We have not valued the portfolio as a
     by the Company’s property                       the properties has been undertaken by                    whole in the context of a sale as a
     management division regarding the               Mr. Eric van Leuven FRICS and Mr.                        single lot.
     current status of the relevant income           Martin Trodden MRICS of Cushman &
     for each property. Our valuation is on          Wakefield Healey & Baker along with
     the basis that this is correct. You may         respective local valuers within the
     wish to obtain further information to           Cushman & Wakefield network where
     verify this.                                    appropriate.




                                                                                                                                                            131
                                                                                                 consolidated report and accounts   2002’sonaeimobiliária
The contents of this Valuation Certificate are in-                  other party in respect of the whole or any part     for this. Such permission is not intended to ex-
tended to be confidential to the addressees.                        of its contents. We note that this report will be   tend our liability.
Consequently, and in accordance with current                        reproduced in its entirerty in the Company´s an-
practice, no responsibility is accepted to any                      nual report and we hereby give our permission       Yours faithfully,


                                                                                                                        CUSHMAN & WAKEFIELD HEALEY & BAKER




132
        sonaeimobiliária’ consolidated report and accounts   2002
Appendix 1
Sonae Imobiliária, SGPS, SA – Valuation as at 31st December 2002
           Properties held            net           10 Yr    10 Yr       Freehold
     A     as investments             initial     Discount     Cap      (OMV) (€)       *- Compounded Monthly
                                                                                        1 - Held Leasehold
                                      YIELD          rate*     rate                     2 - Held by Surface Right Agreement



Portugal
1.         AlgarveShopping             7.60%        10.50%    8.00%    81,927,000
2.         Arrábida Shopping           7.27%        10.00%    7.50%   118,097,000
3.         CascaiShopping              6.71%         9.75%    7.00%   194,718,000
4.         Centro Colombo              6.86%         9.50%    6.75%   571,017,000
5.         Centro Vasco da Gama        6.75%         9.50%    6.75%   204,098,000
6.         ClérigoShopping1                 N/a        N/a      N/a      612,000
7.         CoimbraShopping             8.42%        10.50%    8.00%    31,475,000
8.         GaiaShopping                7.79%        10.00%    7.50%   116,413,000
9.         Gare do Oriente1                 N/a        N/a      N/a      817,000
10.        GuimarãeShopping            8.09%        10.50%    8.00%    33,231,000
11.        Grandella1                       N/a        N/a      N/a     4,237,000
12.        MadeiraShopping             8.09%        10.75%    8.50%    64,920,000
13.        MaiaShopping                7.45%        10.50%    8.00%    49,245,000
14.        NorteShopping               6.88%         9.50%    7.00%   268,924,000
15.        Sintra Retail Park          7.72%        10.75%    8.25%    29,425,000
16.        ViaCatarina Shopping        7.70%        10.25%    7.75%    66,051,000


Spain
17.        Parque Principado           6.91%        10.00%    6.75%   126,500,000
18.        Plaza Mayor, Málaga         7.51%        11.25%    7.50%    82,500,000
19.        CC La Farga,                7.93%        11.00%    8.00%    45,500,000
           Hospitalet, Barcelona2
20.        CC Kareaga, Max             6.91%         9.75%    6.85%   122,000,000
           Centre & Ocio, Bilbao
21.        CC Valle Real, Santander    7.04%         9.75%    6.85%    66,000,000
22.        CC Gran Casa, Zaragoza      6.75%         9.50%    6.50%   126,500,000


Brazil
23.        Parque D. Pedro                          14.00%   12.00%    91,634,701
24.        Pátio Brasil                             13.00%   11.00%    32,299,939
25.        Franca Shopping                          15.00%   13.00%     3,812,938
26.        Metrópole Shopping                       13.00%   11.00%    22,311,414
27.        Penha Shopping                           16.00%   13.00%    10,832,732
28.        Tivoli Shopping                          14.50%   12.00%     9,692,756




                                                                                                                                               133
                                                                                    consolidated report and accounts   2002’sonaeimobiliária
                                                                  Sonae Imobiliária, SGPS, SA – Valuation as at 31st December 2002
                                                                     B       Properties in the Course of Development                 freehold (€)



                                                                  Portugal
                                                                  29.        CascaiShopping – Expansion Phase 2B                 34,343,000
                                                                  30.        Coimbra Retail Park                                     3,003,000
                                                                  31.        Estação Viana                                       13,596,000
                                                                  32.        Parque Atlântico                                    19,615,000


                                                                  Spain
                                                                  33.        Avenida M40, Leganes                                32,500,000
                                                                  34.        C.C. Dos Mares                                      16,250,000
                                                                  35.        Zubiarte                                            30,000,000



                                                                     C       Properties Held for Development                         freehold (€)



                                                                  Portugal
                                                                  36.        Arrábida Shopping – Expansion                            411,000
                                                                  37.        LoureShopping                                       10,387,000
                                                                  38.        Parque Famalicão                                        4,120,000
                                                                  39.        Torre Oriente                                           5,755,000
                                                                  40.        Torre Ocidente                                          5,755,000


                                                                  Germany
                                                                  41.        Alexander Platz                                         6,295,000


                                                                  Grecce
                                                                  42.        Aegean Park                                         35,271,000


                                                                  Italy
                                                                  43.        Brescia                                                 4,428,000


                                                                  Spain
                                                                  44.        C.C. Luz del Tajo                                       9,636,000
                                                                  45.        Plaza Eboli                                             9,181,000


                                                                  Brazil
                                                                  46.        Boavista                                                8,108,589
                                                                  47.        Parque D. Pedro – Expansion                         10,118,361
                                                                  48.        Penha Shopping – Expansion                              3,367,130




134
      sonaeimobiliária’ consolidated report and accounts   2002
Appendix 2
Sonae Imobiliária, SGPS, SA – property valuation
as at 31st december 2002

Individual Property Schedules


Properties Held as Investments – Portugal
 Ref.       Property                                                 Description




1. AlgarveShopping                                              Two-storey shopping centre with open malls, features a total GLA of 42,351.56 m2. A hypermarket unit of
  Guia                                                          15,488 m2 has been sold to owner occupier Continente. (NB. The aforementioned unit is excluded from this
  Algarve                                                       valuation.) The cinema (2,717 m2) is operated by Socorama-Castello Lopes and the centre has also 9,589.85 m2
  Portugal                                                      of anchor units, including Worten (1,605.08 m2), Sportzone (715.18 m2), Zara (2,024.94 m2), amongst others.
                                                                In addition, there are 93 unit shops providing 10,695.10 m2 GLA and 30 restaurant and catering units providing
                                                                3,861.61 m2 GLA. There is an additional 964.09 m2 of storage area. The centre will also have a Fnac unit of
                                                                2,070 m2, due to open in mid/late 2003.


                                                                AlgarveShopping opened in April 2001.


2. Arrábida Shopping                                            A three-storey shopping centre with two basement car parking levels, providing 56,368.12 m2 GLA and 3,456 car
  Vila Nova de Gaia                                             spaces. Within the centre, the hypermarket unit of 23,500 m2 has been sold to owner occupier Auchan and a
  Portugal                                                      restaurant unit of 976 m2 has been sold to owner occupier Flunch. (NB. Both the aforementioned units are excluded
                                                                from the valuation.) The remaining shopping centre totals 31,892 m2 GLA, of which 7,500 m2 is occupied by an
                                                                AMC cinema, and 24,392 m2 consists of 170 retail and catering units, including the following anchors: Fabio Lucci
                                                                (1,537.25 m2), Giaco Sports (1,530.75 m2), Tribo (696.46 m2), Bershka (436.05 m2), Stradivarius (350.90 m2),
                                                                MacModa (773 m2) and Worten (1,345 m2) amongst others. 268.70 m2 of storage area is also let to occupiers.


                                                                Arrábida Shopping opened in October 1996. It was acquired by the Company on 28th December 2001.


3. CascaiShopping                                               Three-storey shopping centre arranged around a two-storey mall, totalling 64,883.15 m2 GLA with 4,040 car
  Alcabideche                                                   parking spaces. Within the centre 38,999.53 m2 has been sold to owner occupiers: Continente (22,000 m2),
  Cascais                                                       Worten (2,000 m2), Conforama (7,253 m2), Toys ‘R’ Us (3,160 m2), C&A (3,732.84 m2), McDonald’s (514.22
  Portugal                                                      m2), BPA (158.93 m2) and CGD (180.54 m2). (NB: The aforementioned units are excluded from the valuation of
                                                                this property). The remaining shopping centre area totals 25,883.62 m2 GLA, of which 2,915 m2 is occupied by
                                                                anchor Warner-Lusomundo (seven screen cinema) and 22,969 m2 consists of 153 catering and retail mall units,
                                                                including the following anchors: Fnac (2,655 m2), Cortefiel (927.13 m2), Zara (2,392.79 m2), Sportzone
                                                                (2,459.77 m2), amongst others.


                                                                CascaiShopping opened in May 1991. Two phases of a three phase expansion and redevelopment have been
                                                                completed. The final phase (2B) is currently in the course of development and is due to be completed in
                                                                November 2003. Expansion Phase 2B is presented separately herein (Property n°. 29).




136
         sonaeimobiliária’ consolidated report and accounts   2002
Tenure                                   Terms of Existing Tenancies                                     Net Operating Income (€/year)                          Open Market
                                                                                                            (excluding key money and                                Value (€)
                                                                                                            contract renewal fee) (€)




Freehold.                                Anchor units let on utilization contracts of 10 to 15 years                               6,231,430                      81,927,000
                                         from 2001. Cinemas let on 15-year utilization contract from
The property is owned by                 2001.
AlgarveShopping.
                                         Unit shops let on 6-year utilization contracts expiring 2007.
(100% held by Sonae Imobiliária).




Freehold.                                Anchor units let on utilization contracts of varying lengths                              8,588,417                    118,097,000
                                         expiring between 2003 and 2021. The cinema is held on a
The property is owned by Capital Plus.   utilization contract expiring 2021.


(50% held by Sonae Imobiliária).         Unit shops let on 6-year utilization contracts expiring
                                         generally 2008.




Freehold.                                Anchor stores let on utilization contracts expiring May 2006.
                                                                                                                                 14,068,034                     194,718,000

The property is owned by                 Unit shops let on 6-year utilization contracts generally
SM – Empreendimentos Imobiliários.       expiring May 2003.


(50% held by Sonae Imobiliária).         We note that 89 of the existing 158 contracts will expire in
                                         May 2003. We have been informed by the Company that 43
                                         new contracts have been signed, 10 are under negotiation, 1
                                         have yet to be contacted, 20 have been agreed but not yet
                                         signed, 6 are not to be renewed, 9 are to relocate (6 agreed
                                         and 3 under negotiation).The Company does not expect any
                                         vacancy.




                                                                                                                                                                          137
                                                                                                              consolidated report and accounts   2002’sonaeimobiliária
Properties Held as Investments – Portugal
  Ref.       Property                                                Description




4. Centro Colombo                                               Centro Colombo is a three-storey shopping centre with a total of 119,539.40 m2 of GLA and 6,850 car parking
  Lisbon                                                        spaces in three basement levels. A 29,489 m2 hypermarket unit is sold to Continente and a 3,814 m2 anchor
  Portugal                                                      unit to C&A. (NB. The aforementioned units are excluded from our valuation.)
                                                                The remaining accommodation provides anchor units for the following: AKI (2,640.40 m2), Toys ’R’ Us (3,295
                                                                m2), Worten (2,829.80 m2), Sport Zone (2,349.80 m2), San Luis (1,830 m2), Cortefiel (1,213.60 m2), Zara
                                                                (1,797.66 m2 and 1,367.40 m2), Fnac (3,755.40 m2), Habitat (1,881.14 m2), Vobis (913.90 m2), Tribo
                                                                (1,080.40 m2), MacModa (1,225.30 m2), amongst others. There is also an Autocentre (983.75 m2), a health club
                                                                (2,480.20 m2), 12,308.60 m2 of commercial leisure and a 10-screen Warner-Lusomundo cinema (5,200 m2).
                                                                The unit shops number some 410 and total 37,212.21 m2, which includes 60 restaurant and catering units
                                                                providing 7,358.32 m2. In addition to the above, Centro Colombo has a co-generation plant producing electricity
                                                                that is sold to the condominium and to EDP. We understand there is potential for a Golf Driving Range on the
                                                                roof of the centre, the project for which extends to 3,668.70 m2. We are not aware of current plans to develop
                                                                out this project but it should be noted that this area is included in the total GLA of the centre shown above. There
                                                                is also 2,894 m2 of storage area.


                                                                We include the bases of Torre Oriente and Torre Ocidente, office towers to be constructed above the centre.
                                                                The bases were constructed with the shopping centre and include ground and first floors, both with mezzanine
                                                                levels. The ground floor extends to 1,171.50 m2 GLA and the first floor extends to 1,761 m2 and 1,758 m2
                                                                respectively including mezzanine. The ground floors are let to retail banks and the first floors are currently in
                                                                shell condition and unlet. These office areas form integral parts of the Colombo development but are shown
                                                                separately here for presentation purposes.




                                                                Centro Colombo opened in September 1997.


5. Centro Vasco da Gama                                         Shopping centre arranged over 4 levels, totalling 47,625.43 m2 GLA with 2,559 car parking spaces. Within the
  Parque das Nações                                             centre there is an 11,411 m2 hypermarket area owned by Continente, a 2,658.40 m2 anchor unit owned by C&A
  Lisbon                                                        and a 4,412 m2 anchor unit owned by Worten. (NB. The aforementioned units are excluded from the valuation of
  Portugal                                                      this property.) The cinemas (3,832 m2) are operated by Warner-Lusomundo. Anchor units total 5,265.16 m2 and
                                                                include Sportzone (1,535.43 m2), Zara (2,054.40 m2), Vobis (711.15 m2), amongst others. Furthermore, the
                                                                centre provides 124 mall units totalling 14,782.77 m2, plus 34 restaurant and catering units totalling
                                                                5,264.10 m2. The centre provides an additional 1,306.85 m2 of storage area.


                                                                Centro Vasco da Gama opened in April 1999.




138
         sonaeimobiliária’ consolidated report and accounts   2002
Tenure                                   Terms of Existing Tenancies                                    Net Operating Income (€/year)                          Open Market
                                                                                                           (excluding key money and                                  Value (€)
                                                                                                           contract renewal fee) (€)


Freehold.                                Anchor stores let on 10 to 20-year utilization contracts                         Shopping Centre                    Shopping Centre
                                         expiring between September 2006 and September 2016.                                    37,124,432                      557,147,000
The property is owned by
Empreendimentos Imobiliários Colombo.    Unit shops let on 6-year utilization contracts generally                   Torre Oriente Offices                Torre Oriente Offices
                                         expiring September 2003. We note that 289 contracts expire                                  410,902                       7,053,000
(50% held by Sonae Imobiliária).         in September 2003. We understand that, at present, 137
                                         new contracts have been signed, 39 are under negotiation,                Torre Ocidente Offices               Torre Ocidente Offices
                                         18 have yet to be contacted, 73 have been agreed but not                                    344,276                       6,817,000
                                         yet signed and 22 will not be renewed.
                                                                                                                                           Total                         Total
                                         Torre Oriente is let to Banco Comercial Portugues on a lease                           37,879,610                      571,017,000
                                         contract expiring in 2012.
                                         There is 1,761 m2 vacant at 1st floor level.


                                         Torre Ocidente is let to a number of major Portuguese banks
                                         generally expiring 2007 to 2012.
                                         There is 408 m2 vacant at ground level and 1,758 m2 vacant
                                         at 1st floor.




Freehold.                                Unit shops are let on 6 or 10-year utilisation contracts                               13,783,875                      204,098,000
                                         generally expiring in either 2005 or 2009.
The property is owned by Vasco da
Gama (100% held by Sonae Imobiliária).   Anchor stores are let on 6 to 15 year utilisation contracts
                                         expiring between 2005 and 2014.


                                         The Warner Lusomundo cinema and McDonald’s restaurant
                                         are let on a 20-year utilisation agreement expiring in 2019.




                                                                                                                                                                           139
                                                                                                             consolidated report and accounts   2002’sonaeimobiliária
Properties Held as Investments – Portugal
  Ref.       Property                                                 Description




6. Clérigo Shopping                                              Single storey open-air retail area of 1,423 m2 GLA situated above two storey public car park. The retail is
  Porto                                                          currently part let to 8 tenants, but 965 m2 remains vacant. The centre was refurbished and remarketed in
  Portugal                                                       1997/8.


                                                                 ClérigoShopping originally opened in 1992.


7. CoimbraShopping                                               Two-storey shopping centre totalling 26,482.79 m2 GLA with 1,111 car parking spaces. Within the centre, a
  Coimbra                                                        20,000 m2 hypermarket has been sold to owner occupier Continente. (NB. The aforementioned unit is excluded
  Portugal                                                       from the valuation of this property.) The remaining shopping centre totals 6,482.79 m2 of which 759.60 m2 is
                                                                 occupied by a Macmoda anchor store and 911.78 m2 by a Worten anchor store. Besides the two anchors, there
                                                                 are 66 catering and retail units arranged around a two-storey mall, which account for 4,811.41 m2 GLA. The
                                                                 centre also has an additional 572 m2 of storage space.
                                                                 CoimbraShopping opened in September 1993.


8. GaiaShopping                                                  GaiaShopping totals 56,823.62 GLA with 3,126 car parking spaces and consists of two phases constructed at
  Vila Nova da Gaia                                              different times. The first, originally known as Galeria Comercial de Gaia opened in 1989 and includes 1,900 car
  Portugal                                                       parking spaces and totals 32,507.73 m2 GLA. An area of 20,403.83 m2 has been sold to owner occupier
                                                                 Continente as a hypermarket and a site in the main car parking area has been sold to Toys ‘R’ Us for a 4,579 m2
                                                                 retail warehouse. (NB: The aforementioned units are excluded from the valuation of this property.) Phase 1
                                                                 includes an anchor unit of 1,916.42 m2 which is part held by another Sonae Group Company. It is occupied by
                                                                 Max Mat (DIY). We have been informed that the Company intends to purchase the remaining part of this unit. The
                                                                 unit is included in our valuation and we have allowed a capital deduction from the Open Market Value for the
                                                                 proposed purchase price. There is a further stand alone unit of 768.62 m2 occupied by Autocenter. In front of
                                                                 the hypermarket is a single storey shopping mall consisting of some 43 units providing a lettable area of
                                                                 4,839.86 m2, including a 1,226.25 m2 anchor store occupied by Worten. There is also an upper link mall that
                                                                 provides direct access into the adjoining second phase. The second phase provides an additional two storey
                                                                 shopping centre totalling 24,315.89 m2 GLA with a further 1,226 basement and roof car parking spaces. Within
                                                                 the centre, a two storey anchor unit of 3,378.30 m2 has been sold to owner occupier C&A. (NB: The
                                                                 aforementioned unit is excluded from the valuation of this property.) The remaining GLA totals 20,937.59 m2 and
                                                                 it occupied by Zara (1,983.08 m2), Cortefiel (930.50 m2), Macmoda (956.50 m2), Tribo (879.10 m2), Sephora
                                                                 (568 m2), Warner-Lusomundo nine screen cinema (3,290 m2) and 12,330.41 m2 consists of 109 retail and
                                                                 catering units. An additional 476.50 m2 of storage space is let to occupiers.


                                                                 The second phase of GaiaShopping opened in October 1995. The property is being refurbished in 2002 and
                                                                 2003.




140
          sonaeimobiliária’ consolidated report and accounts   2002
Tenure                                      Terms of Existing Tenancies                                      Net Operating Income (€/year)                          Open Market
                                                                                                                (excluding key money and                                 Value (€)
                                                                                                                contract renewal fee) (€)


Leasehold.                                  Unit shops let on license agreements generally expiring in                                      41,724                       612,000
                                            2012.
Prediguarda (100% held by Sonae
Imobiliária) has the benefit of a 20-year
concession expiring 2012.


Freehold.                                   Anchor stores are let on 6-year utilization contracts expiring                             2,652,783                      31,475,000
                                            in 2005.
The property is owned by Omala.
                                            Unit shops are let on 6-year utilization contracts generally
(100% held by Sonae Imobiliária).           expiring September 2005.




Freehold.                                   Anchor stores let on 5 to 20-year utilization contracts expiring                           9,084,779                    116,413,000
                                            between October 2005 and October 2015.
The property is owned by two
companies.                                  Unit shops let on 6-year utilization contracts generally
The first phase is owned by Lisedi.         expiring October 2007.
The second phase is owned by Teleporto.


(Both 50% held by Sonae Imobilária).




                                                                                                                                                                               141
                                                                                                                  consolidated report and accounts   2002’sonaeimobiliária
Properties Held as Investments – Portugal
  Ref.         Property                                               Description




9. Gare do Oriente                                               3,758 m2 GLA of convenience retail and restaurant facilities within the Gare do Oriente railway station adjoining
  Parque das Nações                                              the Centro Vasco da Gama shopping centre.
  Lisbon
  Portugal                                                       Gare do Oriente opened in 1998.




10. GuimarãeShopping                                             Two-storey shopping centre totalling 24,875.47 m2 GLA with 1,750 car parking spaces. Within the centre, a
      Guimarães                                                  16,143 m2 hypermarket area has been sold to owner occupier Continente and an anchor unit of 1,448 m2 has
      Portugal                                                   been sold to owner occupier Worten. (NB. The aforementioned units are excluded from the valuation of this
                                                                 property.) The remaining shopping centre area totals 7,284.47 m2 GLA, of which 1,504 m2 is occupied by
                                                                 MacModa (753 m2) and Tribo (751 m2) anchor stores and 5,780.47 m2 consists of 88 catering and retail units
                                                                 arranged around a two-storey mall. There are also seven additional retail units, totalling 359 m2, located within
                                                                 the adjoining bus station. 77 m2 of storage space is let to occupiers.


                                                                 GuimarãeShopping opened in February 1995.


11. Grandella                                                    5 retail units situated within the Grandella building in the Chiado area of Lisbon with a total GLA of 5,668 m2.
      Lisboa                                                     Occupiers include H&M (to open April 2003), Barreiros Faria (855 m2) and Stradivarius (210 m2).
      Portugal
                                                                 The property was originally developed in 1996.




12. MadeiraShopping                                              Shopping centre with a total GLA of 26,582.77 m2, located on the island of Madeira, 10 minutes from the centre of
      Funchal                                                    Funchal. The cinema (2,867.10 m2) is operated by Socorama-Castello Lopes and bowling (1,176.82 m2) by
      Madeira                                                    Microlândia. The centre also has 11,018.47 m2 of anchor units, including Zara (1,677.27 m2), Modelo supermarket
      Portugal                                                   (4,211.72 m2), Maxmat (2,280 m2), amongst others. In addition, there are 76 unit shops, providing 8,366.37 m2
                                                                 GLA, and 25 restaurant and catering units providing 3,154.01 m2 GLA. The centre also provides 825.28 m2 of
                                                                 storage area.


                                                                 MadeiraShopping opened in March 2001.




142
          sonaeimobiliária’ consolidated report and accounts   2002
Tenure                                        Terms of Existing Tenancies                                      Net Operating Income (€/year)                          Open Market
                                                                                                                  (excluding key money and                                 Value (€)
                                                                                                                  contract renewal fee) (€)


Leasehold.                                    Unit shops let on 6 year license agreements generally                                           96,353                       817,000
The Gare do Oriente retail and restaurant     expiring in May 2004.
facilities are held by Paracentro (100%
held by Sonae Imobiliária), on a lease
from G.I.L. at a rent of 50% of the rents
received up to € 78,241 and 85% of
rents receivable over € 78,241 with a
minimum rent payable of € 680,202.84
per annum.


Freehold.                                     Anchor stores let on 15-year utilization contracts expiring                                2,691,252                      33,231,000
                                              February 2010.
The property is owned by
GuimarãeShopping.                             Unit shops let on 6-year utilization contracts generally
                                              expiring February 2007.
(100% held by Sonae Imobiliária).




Leasehold.                                    Utilisation agreements for an initial term of six years,                                      508,421                      4,237,000
                                              generally expiring in 2005.
Head Lease held by Datavenia, (100%
owned by Sonae Imobiliária). A fifteen
year lease of the former Printemps
department store that commenced on
19th August 1996. Upon termination of
the original lease, the leaseholder has the
option to renew it for successive one-
year terms. The minimum rent payable to
the freeholder, MGAM, is € 884,564 per
annum.


Freehold.                                     Anchor units let on utilization contracts of 6 to 15 years from
                                              2001. Cinemas let on 10-year utilization contract from 2001.
The property is owned by                                                                                                                 5,257,072                      64,920,000
MadeiraShopping.                              Unit stores let on 6-year utilization contracts expiring 2007.


(50% held by Sonae Imobiliária).




                                                                                                                                                                                 143
                                                                                                                    consolidated report and accounts   2002’sonaeimobiliária
Properties Held as Investments – Portugal
  Ref.         Property                                                  Description




13. MaiaShopping                                                    Two-storey shopping centre totalling 30,917.25 m2 GLA with 2,300 car parking spaces. Within the centre there
      Ermesinde                                                     is a 14,790 m2 hypermarket owned by Continente (NB. The aforementioned unit is excluded from the valuation of
      Maia                                                          this property). The centre provides a 3,143.10 m2 11 screen Warner-Lusomundo cinema, three anchor units
      Portugal                                                      leased to Worten (2,147 m2), Sportzone (759.65 m2) and Autocenter (1,037.20 m2) and approximately 105 unit
                                                                    shops, restaurant food court and kiosks totalling 9,040.30 m2. In addition to the above, MaiaShopping has a co-
                                                                    generation plant producing electricity that is sold to the condominium and to EDP. 103.66 m2 of storage space
                                                                    is let to occupiers.


                                                                    MaiaShopping opened in November 1997.




14. NorteShopping                                                   Two-storey regional shopping centre, totalling 71,903.24 m2 GLA with 5,000 car parking spaces, adjoining an
      Matosinhos                                                    existing Continente hypermarket and two office buildings. The centre provides a 4,360 m2 8 screen Warner-
      Porto                                                         Lusomundo multiplex cinema, Funcenter (1,780.10 m2) and anchor units totalling 20,746.61 m2, including Toys ‘R’
      Portugal                                                      Us (3,280 m2), Fnac (2,480 m2), Zara (2,157 m2), Modelo-Bonjour supermarket (2,029 m2), Habitat (1,480.40 m2),
                                                                    Macmoda (957.20 m2), amongst others. The centre also provides 204 unit shops (21,847.85 m2) and 37
                                                                    restaurants (4,283.68 m2). An additional 1,270.65 m2 of storage is let to occupiers.
                                                                    The centre adjoins a Continente Hypermarket and various support retail units totalling 18,885 m2. These units and the
                                                                    Hypermarket are in separate ownership and excluded from the valuation.
                                                                    In addition to the above NorteShopping has a co-generation plant producing electricity that is sold to the condominium
                                                                    and to EDP.


                                                                    NorteShopping opened in October 1998.


15. Sintra Retail Park                                              Sintra Retail Park, the first retail park to be opened in Portugal, consists of 12 retail units totalling 17,598.30 m2
      Sintra                                                        GLA, ranging from 1,000 m2 to 4,000 m2, 5 restaurants (1,238.30 m2), including a ‘drive-thru’ restaurant
      Portugal                                                      (611.30 m2), and 650 car parking spaces. The centre is anchored by Mestre Maco DIY (3,931 m2) and Radio
                                                                    Popular (Electricals) (2,597 m2).


                                                                    Sintra Retail Park opened in November 2000.


16. ViaCatarina Shopping                                            Four-storey shopping centre, totalling 11,612 m2 GLA with 578 car parking spaces, situated within six upper
      Rua de Santa Catarina                                         levels to the rear of the scheme. The shopping centre area features the following anchor stores: Modelo-
      Porto                                                         Champion supermarket (886 m2), Zara (1,889 m2), Mango (628 m2), Sportzone (550 m2) and Worten (761 m2).
      Portugal                                                      There are a further 65 mall units totalling 4,589 m2 GLA and 26 restaurant and catering units providing a further
                                                                    2,309 m2 GLA. An additional 199 m2 of storage area is let to occupiers.


                                                                    ViaCatarina Shopping opened in September 1996.




144
             sonaeimobiliária’ consolidated report and accounts   2002
Tenure                                   Terms of Existing Tenancies                                      Net Operating Income (€/year)                   Open Market
                                                                                                               (excluding key money and                      Value (€)
                                                                                                                contract renewal fee) (€)


Freehold.                                Cinema let on 20 year utilization contract expiring                                           3,560,174           49,245,000
                                         November 2017.
The property is owned by MaiaShopping.
                                         Medium size anchor and unit shops generally let on 6-year
(100% held by Sonae Imobiliária).        utilization contracts expiring November 2003.


                                         We have been informed by the Company, that 70 contacts
                                         will expire in November 2003 and although no new contracts
                                         have yet been signed, 37 are under negotiation, 11 have to
                                         be contacted, 12 have been agreed but not yet signed and
                                         10 are not to be renewed.


Freehold.                                Anchor stores let on 10-15 year utilization contracts expiring                               18,162,950          268,924,000
                                         in October 2008 and October 2013.
The property is held by IMO-R.
                                         Unit shops let on 6-year utilization contracts generally
(50% held by Sonae Imobiliária).         expiring in October 2004.




Freehold.                                Retail units are let on 10 to 15 year utilisation contracts                                   2,273,426           29,425,000
                                         expiring in 2010 onwards. Restaurants are let on six-year
The property is owned by Sintra Retail   utilisation contracts expiring in 2006.
Park.


(50% held by Sonae Imobiliária).


Freehold.                                Anchor stores let on 15-year utilization contracts expiring                                   5,086,626           66,051,000
                                         September 2011.
The property is owned by ViaCatarina.
                                         Unit shops let on 6-year utilization contracts generally
(50% held by Sonae Imobiliária).         expiring 2008.




                                                                                                                                                                   145
                                                                                               consolidated report and accounts   2002’sonaeimobiliária
Properties Held as Investments – Spain
 Ref.          Property                                               Description




17. Parque Principado                                            A regional shopping centre with 76,842 m2 GLA The centre includes a 20,970 m2 Eroski supermarket, which has
      Oviedo                                                     been sold and is excluded from the valuation.
      Spain                                                      The centre is mainly arranged on one level but the leisure element is arranged on two levels with the restaurant
                                                                 and catering units and Family Entertainment Centre (FEC) situated below the main cinema area. Anchors include a
                                                                 Warner multiplex cinema (8,057 m2), Planet Bowling (3,358 m2), C&A (2,476 m2), Cortefiel (1,222 m2), Zara
                                                                 (1,927 m2), FNAC (2,696 m2), Forum Sport (4,016 m2), Media Market (4,814 m2), NorAuto (1,039 m2) and Los
                                                                 Telares (1,073 m2). There are 5,000 car spaces located to the front of the scheme at surface level.


                                                                 Parque Principado opened in April 2001.


18. Plaza Mayor                                                  A leisure and entertainment centre, opened in April 2002, totalling 33,327 m2 GLA with 2,200 car-parking
      Málaga                                                     spaces. The scheme is of an open-air design and the facades of the different units are used to replicate a typical
      Spain                                                      Andalucian village. The scheme is divided up into four distinct areas; Plaza Brava, which consists mainly of bars
                                                                 and is anchored by Big Fun Bowling (3,563 m2) and the soon to be opened Pacha nightclub (1,140 m2), Calle de
                                                                 la Redonda/Plaza del Azahar, which consists of more traditional restaurants, Calle del Zoco, which consists
                                                                 mainly of retail units and which is anchored by a Solinca Gymnasium (4,271 m2) and A Nike Factory (1,015 m2)
                                                                 and finally Plaza Mayor, which consists of mainly fast food restaurants and is anchored by a Yelmo 20 screen
                                                                 multiplex cinema (7,811 m2) with 4,783 seats, FEC (3,563 m2), Solinca Health Club (4,271 m2). In addition there
                                                                 are 51 restaurants and 26 unit shops. A large retail unit is also proposed which is prelet to Nike, taking
                                                                 occupation in May 2003.


                                                                 Plaza Mayor opened on 19 April 2002


19. CC La Farga                                                  A neighbourhood shopping centre located in the area of L’Hospitalet, on the outskirts of Barcelona. The centre
      Barcelona                                                  has a total GLA of 18,564 m2, comprising 128 units. There are no owner occupied units in this centre.
      Spain
                                                                 The centre is arranged on four levels, with the main leisure element on the fourth floor. Anchors include a Max
                                                                 Centre multiplex cinema (2,043 m2), Caprabo Supermarket (2,664 m2), Intersport (976 m2), Los Telares (647
                                                                 m2) and Burger King (282 m2). There are 1,148 paid car parking spaces.


                                                                 La Farga opened in 1996.




146
          sonaeimobiliária’ consolidated report and accounts   2002
Tenure                                   Terms of Existing Tenancies                                      Net Operating Income (€/year)                          Open Market
                                                                                                             (excluding key money and                                 Value (€)
                                                                                                                               Transfer fee)


Freehold.                                Anchor stores are generally let on utilisation contracts                                   8,745,189                     126,500,000
                                         agreements of between 10 and 20 years.
The property is owned by WXI Grupo Lar
Parque Principado.                       Unit stores are generally let on 5 year utilisation contracts.


(25% held by Sonae Imobiliária).




Freehold.                                Anchor stores let on utilization contracts of between 12 and                               6,191,388                      82,500,000
                                         25 years.
The property is held by Plaza Mayor
– Parque de Ocio S.A.                    Unit shops let on utilization contracts of 6 years.


(75% held by Sonae Imobiliária).




Surface Right.                           The scheme is currently 89% let.                                                           3,410,258                      45,500,000
Agreement for 75 years, expiring
in 2067.                                 Anchor stores are generally let on utilization contracts of
                                         between 10 and 20 years, generally expiring 2016 and
The property is owned by Hospitalet      2021.
Center SL.
(25% held by Sonae Imobiliária).         Unit stores are generally let on 5-year utilization contracts,
                                         expiring at various dates.




                                                                                                                                                                            147
                                                                                                               consolidated report and accounts   2002’sonaeimobiliária
Properties Held as Investments – Spain
  Ref.         Property                                               Description




20. CC Karegaga Max Center & Ocio                                A shopping and leisure centre located in the area of Barakaldo, on the edge of the city of Bilbao. The centre has
      Bilbao                                                     a total GLA of 59,370 m2. The Eroski hypermarket (18,561 m2), Bowling Sur (2,848 m2) and four mall units (816
      Spain                                                      m2) have been sold to respective owner occupiers and are excluded from this valuation. The remaining GLA is
                                                                 37,145 m2.


                                                                 The main centre is arranged on two levels but the leisure element is situated in a separate building and is
                                                                 arranged on three levels. Both buildings are joined via a bridge link at first floor level. Anchors in both schemes
                                                                 include a multiscreen cinema (6,272 m2), H&M (2,353 m2), Decathlon (2,910 m2), Zara (1,944 m2), Cortefiel
                                                                 (818 m2) and McDonald’s (385 m2). There is a combined total of 4,150 car spaces located at basement level
                                                                 and to the front of the main scheme at surface level.


                                                                 Max Center opened in 1994 without the leisure extension, Max Ocio opened in July 2002.


21. CC Valle Real                                                A shopping centre located in the city of Santander with a total GLA of 47,739 m2. Of this, an Eroski
      Santander                                                  hypermarket (15,948 m2), Leroy Merlin (6,256 m2) and three mall units (349 m2) have been sold to respective
      Spain                                                      owner occupiers and are not included in this valuation. The ownership, subject of this valuation, therefore totals
                                                                 25,186 m2.


                                                                 The centre is arranged on two levels, with 2,500 car parking spaces. Anchors include an 8-screen Cines Valle
                                                                 Real cinema (2,538 m2), Forum Sport (2,740 m2), Zara (1,892 m2), Gables (1,721 m2), Los Telares (1,018 m2),
                                                                 Mango (930 m2) and Cortefiel (700 m2).


                                                                 Valle Real opened in 1994 with an extension to the ground floor opening in 1999.


22. CC Gran Casa                                                 A regional shopping centre located in the city of Zaragoza. The centre has a total GLA of 79,441 m2, of which
      Zaragoza                                                   the El Corte Ingles department store (36,000 m2) and Warner Lusomundo cinema (3,445 m2) have been sold to
      Spain                                                      the respective occupiers and are not included in this valuation. The remaining centre has a total GLA of 39,996
                                                                 m2, which is included in this valuation.


                                                                 The centre is arranged on three levels above ground with a further three levels of basement car parking (2,500
                                                                 spaces). Anchors include a Planet Bowling (1,947 m2), Media Markt (4,456 m2), Miro (1,110 m2), Cortefiel
                                                                 (1,000 m2) Zara (1,279 m2), Mango (629 m2), H&M (2,727 m2) and Decathlon (2,971 m2). The property has
                                                                 electricity producing co-generation plant.


                                                                 CC Gran Casa opened in 1997




148
          sonaeimobiliária’ consolidated report and accounts   2002
Tenure                                 Terms of Existing Tenancies                                      Net Operating Income (€/year)                          Open Market
                                                                                                           (excluding key money and                                 Value (€)
                                                                                                                             Transfer fee)


Freehold.                              The scheme is currently 96.85% let.                                                        8,350,107                    122,000,000


The property is owned by Cecomax SA.   Anchor stores are generally let on utilization contracts of
(50% held by Sonae Imobiliária).       between 10 and 20 years.


                                       Unit stores are generally let on 5-year utilization contracts.




Freehold.                              The scheme is currently 97.8% let.                                                         4,501,008                      66,000,000


The property is owned by Inmolor SA.   Anchor stores are generally let on utilization contracts of
(50% held by Sonae Imobiliária).       between 10 and 20 years.


                                       Unit stores are generally let on 5-year utilization contracts.




Freehold.                              The scheme is currently 98.4% let.                                                         8,355,270                    126,500,000


The property is owned by Isonax SA.    Anchor stores are generally let on utilization contracts of
(50% held by Sonae Imobiliária).       between 10 and 20 years.


                                       Unit stores are generally let on 5-year utilization contracts.




                                                                                                                                                                          149
                                                                                                             consolidated report and accounts   2002’sonaeimobiliária
Properties Held as Investments – Brazil
  Ref.         Property                                                Description




23. Parque D. Pedro Shopping Phase I                              Shopping centre situated in the city of Campinas, São Paulo, Brazil. The shopping is situated on a site of
      Campinas                                                    476,490 m2 with a total constructed area of 178,697 m2 and a GLA of 113,186 m2, constructed in the first
      São Paulo                                                   phase, mainly distributed on the ground floor. Restaurants, cinemas, leisure and theatre are placed on the lower
      Brazil                                                      ground floor. Two anchor units totalling 5,855 m2 have been sold to owner occupier C&A. Parque D. Pedro
                                                                  consists of 12 anchor stores (4 department stores), which include a hypermarket, a multiplex cinema with 15
                                                                  screens, a health club and a theatre. There are a further 20 semi-anchor stores, 13 restaurants, 296
                                                                  specialty/junior stores, 32 fast food units and 8,300 car parking spaces.


24. Pátio Brasil Shopping Center                                  Shopping centre situated in the heart of the commercial centre of the city, adjacent to the hotel district. It is
      Brasília                                                    situated on a site with 8,000 m2 and with a total GLA of 34,339 m2 on four levels plus three parking levels. The
      Brazil                                                      expansion on the 3rd level was completed and opened in March 2001. An anchor unit of 2,990 m2 has been
                                                                  sold to owner occupier C&A. (NB. The aforementioned unit is not included in the valuation.)


                                                                  The centre comprises a further 4 anchor units, 198 mall unit shops, 1 bank, 28 restaurants, a 6 screen cinema,
                                                                  26 kiosks, a children’s play area, bowling alley and fitness centre. There is underground car parking on three
                                                                  levels for 1,800 cars.


                                                                  The centre originally opened in October 1997.


25. Franca Shopping Center                                        Shopping centre situated in the Municipality of Franca in the north eastern sector of the State of São Paulo, the
      Franca                                                      shopping centre lies close to the town centre and fronts a dual-carriageway linking into the main regional
      São Paulo                                                   highways.
      Brazil
                                                                  The Property is situated on a site of 70,000 m2 and with a total GLA of 17,992 m2 on one level. The trading units
                                                                  comprise: 2 anchor stores, 83 mall unit shops, 10 restaurants, a 3 screen cinema, 9 kiosks, a childrens´ play
                                                                  area, bingo hall and bowling alley. There is open car parking around the perimeter of the Centre for 1,100 cars.


                                                                  This centre opened in October 1993.


26. Shopping Metrópole                                            Shopping centre situated in the central region of São Bernardo do Campo fronting a large square which serves
      São Bernardo do Campo                                       as the intersection of major avenues and numerous bus routes. The Property is situated on a site of 88,342 m2
      São Paulo                                                   and has a total GLA of 24,827 m2 over two levels.
      Brazil
                                                                  The trading units are on a single ground floor level and comprise: 2 anchor stores, 128 unit shops, 26
                                                                  restaurants, one bank agency a 3-screen cinema, 7 kiosks and a childrens´ play area. There is car parking on
                                                                  ground level for 1,200 cars.


                                                                  This centre originally opened in May 1980 as a much smaller mall but after considerable expansion and
                                                                  upgrading reopened on April 1997 in its present form.




150
           sonaeimobiliária’ consolidated report and accounts   2002
Tenure                                     Terms of Existing Tenancies                                    Net Operating Income (€/year)                           Open Market
                                                                                                              (excluding key money and                                 Value (€)
                                                                                                                                Transfer fee)


Freehold.                                  Mall units generally let on utilization contracts for terms of 5                    R$ 37,662,419                   R$ 340,181,000
                                           years from 2002 and anchor stores generally let on utilization                                           or                       or
Sonae Imobiliária owns directly 95.04%     contracts for terms of ten years from 2002.                                          € 10,145,142                      € 91,634,701
and Sonae Enplanta owns the remaining
4.96%.




"Condominium Proindiviso".                 Anchor stores Grupo Otoch and Lojas Riachuelo are let on 6                          R$ 25,465,713                   R$ 119,909,000
                                           and 10 year leases respectively.                                                                         or                       or
The property is owned by Condominium                                                                                              € 6,859,710                     € 32,299,939
Pátio Brasil Shopping Center.              Unit shops are let on 3 or 5-year leases.


10.42% of the condominium is held by
Sonae Enplanta (50% of which is held by
Sonae Imobiliária).




"Condominium Proindiviso".                 Anchor stores Sé Supermercados and Magazine Luiza are let                            R$ 2,816,992                    R$ 14,155,000
                                           on 10 year leases.                                                                                       or                       or
The property is owned by Condominium                                                                                                 € 758,814                     € 3,812,938
Shopping Center Franca.                    Unit shops are let on 3 or 5-year leases except for
                                           McDonald’s which has a 20 year lease.
31.40% of the condominium is held by
Sonae Enplanta (50% of which is held by
Sonae Imobiliária).




"Condominium Proindiviso".                 Anchor stores Lojas Americanas and Lojas Renner (JC Penny)                          R$ 21,351,009                    R$ 82,828,000
                                           are let on 10 year leases as are the Blockbuster and the                                                 or                       or
The property is owned by Condominium       McDonald’s units.                                                                      € 5,751,330                     € 22,311,414
Shopping Center Metrópole.
                                           Unit shops are let on 3 or 5-year leases.
10% of the condominium is held by
Sonae Enplanta, (50% of which is held by
Sonae Imobiliária).




                                                                                                                                                                             151
                                                                                                                consolidated report and accounts   2002’sonaeimobiliária
Properties Held as Investments – Brazil
  Ref.         Property                                                Description




27. Shopping Penha                                                Shopping centre located immediately adjacent to the traditional shopping streets of the Penha suburban centre
      São Paulo                                                   situated in the east of São Paulo. Access to the centre is facilitated by some major highways close-by as well as
      Brazil                                                      the proximity of the Penha Metro Station.
                                                                  The Property is situated on a site of 19,194 m2 and with a GLA of 17,157 m2 on two levels. The trading units
                                                                  comprise: 1 anchor, 185 unit shops, 16 restaurants, a 3 screen cinema and 19 kiosks. There is underground
                                                                  car parking on three levels for 1,200 cars.


                                                                  This centre originally opened in October 1992.


28. Tivoli Shopping                                               Shopping centre situated some 130 km to the north of the city of São Paulo, fronting onto the Santa Bárbara
      Santa Bárbara do Oeste                                      Avenue linking the towns of Santa Bárbara and Americana. The centre has a total GLA of 20,370 m2 on one level.
      São Paulo
      Brazil                                                      The trading units comprise: 2 anchor stores, 120 unit shops, one bank agency, 17 restaurants, a 3 screen
                                                                  cinema, 16 kiosks, a childrens’ play area and bingo hall. There is open car parking around the perimeter of the
                                                                  Centre for 1,578 cars. The McDonald’s restaurant is a free-standing unit.


                                                                  This centre opened in November 1998.




Properties in the Course of Development – Portugal

 Ref.          Property                        Description                                                                                                 Tenure




29. CascaiShopping                            Expansion to the existing CascaiShopping (Property N° 3) consisting of a front extension of the             Freehold
      Expansion Phase 2B                      existing shopping centre at first floor level, providing 5,072.83 m2 of unit shops and two anchor
      Cascais                                 units of 1,311.50 m2 and 852.91 m2 respectively. In total the Expansion scheme is considered to             The property is owned
      Portugal                                be 7,237.24 m2, however GLA amounting to 438.88 m2 will be lost from the existing centre.                   by SM Empreendimentos
                                              Therefore the net addition of Phase 2B is 6,798.91 m2. Our valuation includes only this latter area.        Imobiliários.
                                              In addition, the Expansion will increase the car parking capacity to a total of 4,269 spaces.
                                                                                                                                                          (50% held by Sonae
                                                                                                                                                          Imobiliária).




152
           sonaeimobiliária’ consolidated report and accounts   2002
Tenure                                    Terms of Existing Tenancies                                     Net Operating Income (€/year)                          Open Market
                                                                                                             (excluding key money and                                 Value (€)
                                                                                                                               Transfer fee)


"Condominium Proindiviso".                 Anchor store Lojas Americanas is let on a 10-year lease and                            R$ -501,742                   R$ 40,214,000
                                           the McDonald’s unit on a 20-year lease.                                                                 or                       or
The property is owned by Condominium                                                                                                € -135,154                   € 10,832,732
Shopping Center Penha.                     Other unit shops are let on 3 or 5-year leases.


14.10% of the condominium is held by
Sonae Enplanta (50% of which is held by
Sonae Imobiliária).


"Condominium Proindiviso".                 Anchor stores Sé Supermercados and Magazine Luiza are let                            R$ 9,589,819                    R$ 35,983,000
                                           on a 10 year leases and the McDonald’s unit on a 20 year                                                or                       or
The property is owned by Condominium       lease.                                                                                € 2,583,214                      € 9,692,756
Tivoli Shopping Center.
                                           Other unit shops are let on 3 or 5-year leases.
25% of the condominium is held by
Sonae Enplanta (50% of which is held by
Sonae Imobiliária).




               Sales /                    Open Market                Estimated               Estimated Costs          Estimated Annual Net                Open Market Value
              Tenancies                      Value in             Completion and              of Completing               Operating Income               When Completed and
              Arranged                      Existing            Occupation Dates              Development              When Completed and                        Let (€)
                                            State (€)                                               (€)                           Let (€)



An anchor tenancy has been agreed               34,343,000     It is foreseen that the              11,930,604                           3,393,219                  49,793,000
with H&M (1,311.50m2).                                         development will be           (Costs offset by Key
Approximately 60% of GLA is                                    completed by                                 Money)
currently committed in Heads of                                November 2003.
Terms. The Expansion is expected to
be fully let on completion.




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                                                                                                               consolidated report and accounts   2002’sonaeimobiliária
Properties in the Course of Development – Portugal
 Ref.      Property                           Description                                                                                            Tenure




30. Coimbra Retail Park                      Coimbra Retail Park is currently under construction and located 5 km from Coimbra city centre.         Freehold.
      Coimbra                                The main access route is the IC2 road. The Retail Park will consist of 11 retail units totalling
      Portugal                               12,800 m2 GLA, ranging from 450 m2 to more than 3,000 m2 including the anchor Mestre Maco,             The property is owned
                                             San Luis and Multiópticas. Coimbra Retail Park will have 560 parking spaces.                           by Sóguia – Sociedade
                                                                                                                                                    Imobiliária, S.A.
                                             Coimbra Retail Park is being constructed next to an exisiting retail location, which includes Modelo
                                             supermarket, Worten, Modalfa and AutoCenter. These units do not form part of this valuation.           (50% held by Sonae
                                                                                                                                                    Imobiliária).




31. Estação Viana Shopping                   A shopping centre currently under construction in Viana do Castelo. Estação Viana Shopping is well     Freehold.
      Viana do Castelo                       located in the city centre, taking advantage of good pedestrian flow, next to the railway and bus
      Portugal                               station.                                                                                               The property is owned
                                             The Centre will be arranged on three levels above ground which will provide 18,605      m2   GLA.      by CenterStation –
                                             Anchors will include a Castelo Lopes Cinema (1,595 m2), Worten (910 m2), Zara (1,469 m2) and           Imobiliária, S.A.
                                             Sportzone (594 m2). It will also provide 1,720 m2 for restaurant units, 8,739 m2 for unit shops and
                                             a bowling alley (1,124 m2).                                                                            (50% held by Sonae
                                             The centre will have 600 paying car parking spaces.                                                    Imobiliária).


32. Parque Atlântico                         A shopping centre currently under construction located in Ponta Delgada in the Azores archipelago.     Freehold.
      Ponta Delgada                          The centre will have a GLA of 16,571 m2 including a Castello Lopes cinema multiplex (1,151 m2),
      Azores                                 Zara (1,490 m2), Sportzone (650 m2), Worten/Vobis (668 m2), amongst other anchors and 8,639            The property is owned
      Portugal                               m2 of mall units, 1,519 m2 of restaurant units as well as 1,791 m2 for a DIY unit. The centre will     by Micaelense Shopping
                                             have 1,100 parking spaces.                                                                             – Empreendimentos
                                                                                                                                                    Comerciais.


                                                                                                                                                    (50% held by Sonae
                                                                                                                                                    Imobiliária).




Properties in the Course of Development – Spain
 Ref.      Property                           Description                                                                                            Tenure




33. Avenida M40                              This scheme is to be located in Leganés, one of Madrid’s southern suburban areas, adjacent to the      Freehold.
Barrio de la Fortuna                         M-40 motorway and a 10 minute drive from Madrid city centre. The scheme, which is currently
Leganés                                      under construction, will extend to approximately 49,800m2 of GLA and will comprise an Eroski           The property is held by
Madrid                                       Hypermarket (15,000m2), a Yelmo multiplex cinema (4,248 m2), a FEC (1,750m2), H&M (1,943               Avenida M-40, S.A.
Spain                                        m2), Zara (1,700) plus another 169 retail/leisure units totaling 25,143 m2. The centre will be
                                             distributed over three floors and will have approximately 2,500 parking spaces.                        (60% held by Sonae
                                                                                                                                                    Imobiliária).




154
          sonaeimobiliária’ consolidated report and accounts   2002
                Sales /                  Open Market             Estimated           Estimated Costs         Estimated Annual Net                Open Market Value
              Tenancies                    Value in           Completion and          of Completing              Operating Income               When Completed and
              Arranged                     Existing         Occupation Dates          Development             When Completed and                        Let (€)
                                          State (€)                                         (€)                          Let (€)



Tenancies have been agreed with                3,003,000   It is foreseen that the          12,131,034                          1,342,889                  16,832,000
Mestre Maco (3,000    m2)   and San                        development will be
Luís (1,350 m2) as anchors. A further                      completed by
2,250 m2 is let to national retailers                      September/
and 6,200 m2 remains unlet.                                October 2003.




Anchor tenancies have been signed.            13,596,000   It is foreseen that the          32,517,975                          3,543,639                  49,962,000
Letting of mall units is well advanced                     development will be       (Costs offset by Key
and only very limited vacancy is                           completed by October                   Money)
expected upon opening.                                     2003.




Anchor tenancies have been signed.            19,615,000   It is foreseen that the          21,793,755                          3,601,068                  43,945,000
Letting of mall units is well advanced                     development will be       (Costs offset by Key
and only very limited vacancy is                           completed by October                   Money)
expected upon opening.                                     2003.




                Sales /                  Open Market             Estimated           Estimated Costs         Estimated Annual Net                Open Market Value
              Tenancies                    Value in           Completion and          of Completing              Operating Income               When Completed and
              Arranged                     Existing         Occupation Dates          Development             When Completed and                        Let (€)
                                          State (€)                                         (€)                          Let (€)



Anchor tenancies have been agreed             32,500,000   Late 2003.                       46,844,035                          7,386,248                 102,000,000
and the centre is currently 75%
commited in terms of GLA, assuming
Heads of Terms agreed.




                                                                                                                                                                  155
                                                                                                      consolidated report and accounts   2002’sonaeimobiliária
Properties in the Course of Development – Spain
 Ref.         Property                        Description                                                                                                  Tenure




34. C.C. dos Mares                          A shopping centre, currently under construction, of 23,520m2 GLA located within the Municipality              Freehold.
      Murcia                                of San Javier in Murcia. The centre will comprise a Hypermarket of 8,970         m2   (which will be in
      Spain                                 separate ownership and is therefore excluded from this valuation), a Cinema (2,560 m2), a FEC
                                            (595 m2) plus another 76 retail/leisure units. The centre will be distributed over two floors and will
                                            have approximately 1,170 parking spaces.
                                            The centre is located between the towns of San Javier and San Pedro del Pinatar and is a 10-
                                            minute drive from San Javier airport.


35. Zubiarte                                A shopping centre, currently under construction that will extend to approximately 22,000 m2 of                Freehold.
      Bilbao                                GLA and will comprise a supermarket of 1,005          m2,   a Multiplex Cinema of 4,450   m2   plus another
      Spain                                 65 retail/leisure units. The centre will be distributed over five floors, with the top one dedicated in       The property is owned
                                            it’s entirety to the Cinema Multiplex, and a basement parking area.                                           by Zubiarte Inversiones
                                                                                                                                                          Inmobiliárias S.A.
                                            An urban site located within the city of Bilbao (next to the Guggenheim Museum).
                                                                                                                                                          (50% held by Sonae
                                                                                                                                                          Imobiliária).


Properties Held for Development – Portugal
  Ref.         Property                                               Description



36. Arrábida Shopping                                            An expansion to the current Arrábida Shopping (Property N° 2). It will be constructed at second floor level over
      Expansion                                                  an existing flat roof and consist of 6,090 m2 GLA, destined for a Lifestyle anchor (2,200 m2), Entertainment
      Vila Nova de Gaia                                          anchor (1,795 m2), Café/Bars/Restaurants (1,066 m2), Restaurants/Terrace (760 m2), Counter service (60 m2),
      Portugal                                                   Kiosks (89 m2) and a Creche (120 m2). A further amount of 1,254 m2 of mall circulation space is included within
                                                                 the constructable area of the project.


                                                                 We have been informed that the Expansion possesses a building licence but that a construction licence remains
                                                                 outstanding.


37. LoureShopping                                                This development site located in Loures (part of the Metropolitan Area of Lisbon) will comprise a GLA of 36,721
      Loures                                                     m2, including a hypermarket with a sales area of 9,581 m2 – (owner occupied and therefore not included in this
      Portugal                                                   valuation), 3,416 m2 dedicated to cinemas, and a 1,057 m2 leisure area, in addition to 9,530 m2 for various unit
                                                                 shops.




38. Parque Famalicão                                             Two plots of agricultural land totalling approximately 212,638 m2 situated on the South East of the A3/A7
      Famalicão                                                  motorway junction. It does not currently benefit from planning permission but has development potential given
      Portugal                                                   the strategic location.




156
          sonaeimobiliária’ consolidated report and accounts   2002
               Sales /                   Open Market             Estimated           Estimated Costs         Estimated Annual Net                Open Market Value
             Tenancies                     Value in           Completion and          of Completing              Operating Income               When Completed and
             Arranged                      Existing         Occupation Dates          Development             When Completed and                        Let (€)
                                          State (€)                                        (€)                           Let (€)



Marketing has yet to commence.                16,250,000   Late 2004.                      11,883,000                           2,757,709                  36,000,000




Anchor tenancies are currently in             30,000,000   It is foreseen that the         41,553,910                           6,841,659                  95,000,000
advanced negotiations and marketing                        development will be
of the mall units will commence once                       completed by May
anchors are signed.                                        2004.




Tenure                                           Open Market Value (€)



Freehold.                                                                  411,000


The property is owned by Capital Plus.


(50% held by Sonae Imobiliária).




Freehold.                                                               10,387,000


The property is owned by LoureShopping
– Empreendimentos Imobiliários S.A.
(100% held by Sonae Imobiliária)


Freehold.                                                                4,120,000


The property is owned by Parque de
Famalicão, S.A.
(100% held by Sonae Imobiliária).




                                                                                                                                                                  157
                                                                                                      consolidated report and accounts   2002’sonaeimobiliária
Properties Held for Development – Portugal
  Ref.         Property                                                Description



39. Torre Oriente                                                 We understand that it is the Company´s intention to construct two office towers over the Centro Colombo
      Centro Colombo                                              shopping centre. The foundations, ground and first floors have already been constructed (excluded from this part
      Lisbon                                                      of the valuation). However, the Company awaits the necessary Construction Licence to continue with the upper
      Portugal                                                    floors of the towers.


                                                                  The Torre Oriente project consists of a total of 14 floors (an additional 12 floors above existing ground and first)
                                                                  which will extend to a total of 23,978 m2 of GLA offices (2,933 m2 already constructed).


40. Torre Ocidente                                                We understand that it is the Company´s intention to construct two office towers over the Centro Colombo
      Centro Colombo                                              shopping centre. The foundations, ground and first floors have already been constructed (excluded from this part
      Lisbon,                                                     of the valuation). However, the Company awaits the necessary Construction Licence to continue with the upper
      Portugal                                                    floors of the towers.


                                                                  The Torre Ocidente project consists of a total of 14 floors (an additional 12 floors above existing ground and
                                                                  first) which will extend to a total of 23,975 m2 of GLA offices (2,930 m2 already constructed).




Properties Held for Development – Germany
  Ref.         Property                                                Description



41. First Alexander Platz                                         First Alexander Platz is a development site situated in the heart of the city and is the largest development area
      Berlin                                                      for retailing in all of Berlin comprising 53,176 m2 of GLA. The area currently includes the Kaufhof department
      Germany                                                     store (30,000 m2) and Saturn Media Markt.. The centre will be divided into three levels above ground and into
                                                                  two levels below ground destined for car parking offering 1,600 car parking spaces.




Properties Held for Development – Greece
  Ref.         Property                                                Description



42. Aegean Park                                                   A development site located in Athens, Greece and situated in the Muncipality of Pireaus close to the Port of
      Athens                                                      Piraeus, which is linked to Omonia, Central Athens by Piraeus Street. It consists of two plots of 33,000 m2 and
      Greece                                                      12,000 m2 divided by a minor road. The smaller of the two sites consists of rough scrub-land and the larger a
                                                                  mixture of industrial and warehouse properties in various states of repair and occupation. Part of the large site is
                                                                  currently being let to the Athens Water Authority on an annual tenancy that can be terminated at any time.


                                                                  There are outline plans to join the two sites and develop a shopping centre featuring a total of 60,590 m2 GLA to
                                                                  include retail, restaurant and leisure units.




158
           sonaeimobiliária’ consolidated report and accounts   2002
Tenure                                       Open Market Value (€)



Freehold.                                                       5,755,000


The property is owned by
Empreendimentos Imobiliários Colombo,
S.A..


(50% held by Sonae Imobiliária).


Freehold.                                                       5,755,000


The property is owned by
Empreendimentos Imobiliários Colombo,
S.A..


(50% held by Sonae Imobiliária).




Tenure                                       Open Market Value (€)



Freehold.                                                       6,295,000


The property is owned by Sonae Project
Berlin GmbH.


(100% held by Sonae Imobiliária).




Tenure                                       Open Market Value (€)



Freehold.                                                      35,271,000


The property is owned by
Aegean Park, S.A..
(50% held by Sonae Imobiliária).


We have been informed that there is an
outstanding purchase payment of
€ 5,800,000. Our valuation figure provided
here does not take account of this and
shows the value of the site with full
ownership.




                                                                                                                                       159
                                                                            consolidated report and accounts   2002’sonaeimobiliária
Properties Held for Development – Italy
  Ref.          Property                                                  Description



43. Brescia Retail & Entertainment Centre,                           Located on the former site of the old Lucchini plants with a total site area of over 600,000 m2, this
      Brescia                                                        redevelopment project lays on two plots of land, separated by a public road and linked by a bridge.
      Italy                                                          The project comprises a retail and leisure complex with a total GLA of 28,825 m2 and will include a supermarket
                                                                     with a total area of 4,000 m2 and a cinema of 4,100 m2.
                                                                     The site is stategically placed on the edge of Brescia´s ring-road that circles the downtown area of the city.



Properties Held for Development – Spain
  Ref.          Property                                                  Description



44. C.C. Luz del Tajo                                                A shopping centre project located on the outskirts of Toledo. It will comprise a total GLA of 41,245 m2, which
      Toledo                                                         includes a 13,200 m2 Eroski hypermarket, multiplex cinema, food court and Inditex Group brands. The centre will
      Spain                                                          have 2,000 car spaces at ground level.




45. Plaza Eboli                                                      The town of Pinto is located 20 km south of Madrid, along the N-IV motorway (Autovia de Andalucia). This is a
      Pinto                                                          retail and leisure centre project destined for the local market. The project will comprise a total GLA of 28,875
      Spain                                                          m2, which includes a 11,390 m2 Eroski hypermarket, cinemas (2,400 m2). The scheme will have parking for
                                                                     1,000 cars.




Properties Held for Development – Brazil
  Ref.          Property                                                  Description



46. Boavista Shopping                                                A site located in the suburb of Santo Amaro in the city of São Paulo, held for the development of a regional
      Santo Amaro                                                    shopping centre with a total GLA of 23,700 m2. This GLA will include a Sonda hypermarket (9,900 m2), 4 anchor
      São Paulo                                                      stores, 1 semi-anchor, 22 restaurant and catering units and 167 mall units. The centre will consist of three levels
      Brazil                                                         above ground and 1,350 car parking spaces located in the basement and on the roof.




160
              sonaeimobiliária’ consolidated report and accounts   2002
Tenure                                    Open Market Value (€)



Freehold.                                                     4,428,000


The Property is owned by Transalproject
2000, S.R.L.


(100% held by Sonae Imobiliária).




Tenure                                    Open Market Value (€)



Freehold                                                      9,636,000


The property is owned by Proyecto
Shopping 2001, S.A.


(50% held by Sonae Imobiliária).


Freehold                                                      9,079,000


The property is owned by Comercial
Pinto Shopping, S.A.


(65% held by Sonae Imobiliária).




Tenure                                    Open Market Value (R$); (€)



Freehold.                                                 R$ 30,102,000
                                                                        or
                                                            € 8,108,589




                                                                                                                                        161
                                                                             consolidated report and accounts   2002’sonaeimobiliária
Properties held for Development – Brazil
 Ref.          Property                                                Description



47. Parque D. Pedro – Expansion                                   An additional 16,194 m2 to be constructed in the second phase of the Parque Dom Pedro shopping centre
      Campinas,                                                   located at Campinas, São Paulo. Construction of this Expansion has not yet begun.
      São Paulo
      Brazil


48. Penha Shopping                                                An additional 15,709 m2 GLA to be constructed in Penha Shopping, located immediately adjacent to the
      Expansion Penha,                                            traditional shopping streets of the Penha suburban centre situated in the east of São Paulo.
      São Paulo
      Brazil




162
           sonaeimobiliária’ consolidated report and accounts   2002
Tenure                                       Open Market Value (R$); (€)



Freehold.                                                    R$ 37,563,000
                                                                           or
Sonae Imobiliária owns directly 95.04% and                    € 10,118,361
Sonae Enplanta owns the remaining 4.96%.


The property is owned by Condominium                         R$ 12,500,000
Penha Shopping Center.                                                     or
                                                               € 3,367,130




                                                                                                                                           163
                                                                                consolidated report and accounts   2002’sonaeimobiliária
                              PORTUGAL
                                   [PORTO]
             LUGAR DO ESPIDO, VIA NORTE
                                4470 MAIA
                  PHONE: +351 22 948 75 22
                     FAX: +351 22 940 46 98


                                  [LISBOA]
                 RUA AMÍLCAR CABRAL, 23
                          1750-018 LISBOA
                  PHONE: +351 21 751 5000
                     FAX: +351 21 758 5528


                                    SPAIN
                                 [MADRID]
               C/ CONDE DE ARANDA, 24, 3º
                            28001 MADRID
                   PHONE: +34 91 575 8986
                      FAX: +34 91 575 7903


                                  [BILBAO]
        IBAÑEZ DE BILBAO, 28, 7º MÓDULO C
                             48009 BILBAO
                   PHONE : +34 94 435 6070
                      FAX: +34 94 424 3707


                                    ITALY
                       CORSO MIGENTA, 85
                            20123 MILANO
                  PHONE: +39 02 4391 2517
                     FAX: +39 02 4391 2531


                                  GREECE
                         10, KAPSALI STR.,
          HERODOTOU STR., N. DOUKA STR.
                                KOLONAKI
                            10674 ATHENS
                  PHONE: +30 210 72 79 907
                     FAX: +30 210 72 79 927


                               GERMANY
                      KANZLERSTRASSE 4
                       40472 DÜSSELDORF
                 PHONE: +49 211 4361 6201
                    FAX: +49 211 4361 6202


                                  BRAZIL
RUA GOMES DE CARVALHO, 1327, 3º, CONJ. 32
            VILA OLÍMPIA, SÃO PAULO - SP
                            CEP: 04547-005
                  PHONE: +55 11 3371 3666
                     FAX: +55 11 3845 4522




               > www.sonaeimobiliaria.com

				
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