20 02 sonae imobiliária I N R E V I E W

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1 20 02 sonaeimobiliária I N R E V I E W

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3 20 02 sonaeimobiliária I N R E V I E W > index Report & Strategy 06 Summary of Performance in Our business 11 Development 12 Investment 24 Property Management 36 Brazil 50 Environmental Management 58 Financial Situation & Results 65 Organization & People 66 Consolidated Accounts 72 Prospects 76

4 144.4 million, increased by 19.4% NET PROFIT 377 million VISITS TO THE SHOPPING CENTRES 95.5 million, increased by 30% EBITDA H A V E F U N 1,140,532 m 2 of GLA OWNS OR CO-OWNS OMV amounted to 1,471.2 million, an increase of 407 million in 2002 OMV [OPEN MARKET VALUE]

5 1,037 million, an increase of 11.1% NAV [NET ASSET VALUE] Sonae Imobiliária owns or co-owns 24 shoppings and leisure centres, one retailpark and two galleries million, an increase of 58.7% RENTS AND INCOME W I T H U S I N R E V I E W 5,089 SHOP RENTAL CONTRACTS 1,516,532 m 2 of GLA UNDER MANAGEMENT

6 > in review 4 > development < > investment <

7 > in review 5 > property management < > brazil <

8 > in review 6 > Report & Strategy Sonae Imobiliária is a European company, incorporated in Portugal in Its strategic shareholders are SONAE, SGPS (Portugal) and GROSVENOR (United Kingdom), owners of 100% of the company s shares. SONAE, SGPS holds, directly or indirectly 67.04%, and GROSVENOR holds, directly or indirectly, 32.96%. > SONAE IMOBILIÁRIA S ACTIVITY Sonae Imobiliaria is a specialist company in the shopping and leisure centre sector, and its activities include real estate development, investment and the management of the developments in which it participates. With the active support of its shareholders, Sonae Imobiliária: Is a dominant leader of the Portuguese market Creates new retail formats and innovative concepts Follows a consistent policy of joint-venturing Maintains a clear and consistent growth strategy based on international expansion presents an integrated vision of its activity > INTERNATIONAL EXPANSION Sonae Imobiliária started its international expansion in 1997 and is now operating in the following target markets: Portugal, Spain, Italy, Germany, Austria and Greece (Europe) Brazil (South America)

9 > BETTING ON INNOVATION The modernization of the shopping centre concept is one of the company s strongest bets, introducing new integrated retail and leisure formats. > INTERNATIONAL ACKNOWLEDGMENT The quality and innovative designs of its products have made Sonae Imobiliária the company with the most international awards in the shopping centre sector. Its products have already won 6 awards at ICSC-Europe, 2 at ICSC-Las Vegas, 4 ICSC Marketing Awards, 3 at MIPIM, 1 from Procos and one Real Estate Oscar. In Spain in March 2001 Sonae Imobiliária was awarded the prize of "Developer of the Year", sponsored by the Spanish magazine "Spanish Real Estate" and in 2003 the Company was distinguished with the "European Prize" of Procos as the "Best European Developer and Investor". > STRATEGY Sonae Imobiliária is an international company with a European base and it specialises in shopping and leisure centres. Its strategy is based on two main approaches, focus and growth. OBJECTIVE > FOCUS Sonae Imobiliária concentrates on its main core business of the development of shopping and leisure centres, of holding them as an investment, and of managing them, creating destinations of choice for its customers. Simultaneously, the shopping and leisure centre industry is treated in an integrated way, where added value is achieved, not only through development, but also through active management of the properties. Taking a global view of the shopping and leisure centre business, the company aims, in all targeted markets, to innovate and introduce new concepts, through local partnerships on the basis of a long-term view of investment. Sonae Imobiliária is and wants to continue to be the "partner of choice".

10 OBJECTIVE > GROWTH Sonae Imobiliária s objective is to grow, by more than doubling its "Net Asset Value" (NAV) in the next five years, and to continue to generate high levels of return for its shareholders. This growth will be achieved by capitalizing on the key strengths of the company, by pursuing its policy of joint-ventures and international diversification through new developments, refurbishments and acquisitions. This growth strategy makes the company an active partner, controlling or sharing control, in all its developments. Maintaining its position as leader in the development, investment and management of shopping centres in Portugal implies concentrating its efforts in the markets where it already operates, seeking a leadership position, both nationally and internationally. Consequently, it s a priority to be proactive in the search for and taking advantage of the opportunities that occur in the rest of Europe, and also to achieve a position of importance within the sector in Brazil, with a self-imposed limit of exposure to this market of not more than 20% of Group NAV. Sonae Imobiliária s objective is to grow, by more than doubling its "Net Asset Value" (NAV) in the next five years

11 > SONAE IMOBILIÁRIA S MAIN JOINT-VENTURES ING Real Estate [Holland] ViaCatarina (50%) Porto, Portugal Centro Colombo (50%) Lisboa, Portugal Zubiarte (50%) Bilbao, Spain MaxCenter (50%) Bilbao, Spain Centro Vasco da Gama (50%) Lisboa, Portugal La Farga (25%) Hospitalet, Barcelona, Spain GranCasa (50%) Zaragoça, Spain Valle Real (50%) Santander, Spain > in review 9 Miller Developments [United Kingdom] TransEuropean [United Kingdom] Sintra Retail Park (50%) Lisboa, Portugal Coimbra Retail Park (50%) Coimbra, Portugal Setúbal Retail Park (50%) Setúbal, Portugal CascaiShopping (25%) Cascais, Portugal PanEuropean [United Kingdom] Castle City [United Kingdom] CascaiShopping (25%) Cascais, Portugal Plaza Mayor (development) Malaga, Spain Plaza Mayor Shopping (25%) Malaga, Spain PAM [Italy] only shares hypermarket Espansione Commerciale [Italy] Borgarello Centre Pavia, Italy Segest (50%) Italy Ecureuil Vie [France] CNP Assurances [France] GaiaShopping (25%) Porto, Portugal Arrábida Shopping (25%) Porto, Portugal GaiaShopping (25%) Porto, Portugal Arrábida Shopping (25%) Porto, Portugal Grupo Charagionis [Greece] Lambda Developments [Greece] BAI [Austria] only shares offices and hotel Mediterranean Cosmos (19.95%) Thessaloniki, Greece Aegean Park (50%) Athens, Greece Mediterranean Cosmos (60.1%) Thessaloniki, Greece Vienna Mitte Viena, Austria Grupo Eroski [Spain] Plaza Eboli (35%) Pinto, Madrid, Spain Dos Mares (35%) S, Javier, Murcia, Spain Avenida M40 (40%) Madrid, Spain Luz del Tajo (35%) Toledo, Spain Grupo LAR Grosvenor [Spain] Estação Shopping [Portugal] Grupo Nicolau Sousa Lima [Portugal] Estevão Neves [Portugal] Parque Principado (25%) Oviedo, Spain Estação Viana (50%) Viana do Castelo, Portugal Parque Atlântico (50%) Ponta Delgada, Azores, Portugal MadeiraShopping (50%) Funchal, Madeira, Portugal WIB [Germany] DEGEWO [Germany] only shares housing TIAA-CREF [USA] Whitehall Found [USA] 3Do (10%) Dortmund, Germany AlexanderPlatz Berlin, Germany NorteShopping (50%) Porto, Portugal Parque Principado (50%) Oviedo, Spain Enplanta Engenharia [Brazil] Multiplan [Brazil] Sonae Enplanta (50%) S. Paulo, Brazil Boavista Shopping (2.5%) S. Paulo, Brazil Parque D. Pedro (2.5%) Campinas, S. Paulo, Brazil CascaiShopping (development) Cascais, Portugal

12 > Summary of Performance in 2002 In 2001, Sonae Imobiliária began to draw up its consolidated accounts in accordance with INTERNATIONAL ACCOUNTING STANDARDS (IAS). There were a number of reasons for this decision. Firstly, the use of this standard makes it easier to compare Sonae Imobiliária s performance with that of other companies in the market. Secondly, IAS is widely regarded as the standard system for the future and has been adopted by EPRA - "European Public Real Estate Association". From 2005 onwards, all companies in the European Union will be required by law to use it. In general, Sonae Imobiliária s results are made up of two main parts. The first of these relates to the profits on its investments, made up of income from the properties, which it owns, and, from time to time, of the proceeds of sale of such properties. The second part relates to the variation in the value of the company's investment portfolio as determined by independent appraisers. PERFORMANCE INDICATORS Real Estate NAV as of 31 Dec. (million ) ,037 Real Estate NAV as of 31 Dec per share ( ) Share Price as of 31 Dec ( ) * n.a. GLA owned in operating centres (000 s m 2 ) ,140 GLA under management (000 s m 2 ) ,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 ) n.a. n.a. Consolidated EBITDA IAS (million ) Consolidated Net Profit Portuguese GAAP (million ) n.a. n.a. Consolidated Net Profit IAS (million ) n.a. n.a. n.a GROWTH (in % of the previous year) PERFORMANCE INDICATORS Real Estate NAV as of 31 Dec. 21% 40% 17% 24.1% 11.1% Real Estate NAV as of 31 Dec per share 21% 40% 17% 24.1% 11.1% Share Price as of 31 Dec 47% (20%) (4%) 27.5%* n.a. GLA owned in operating centres 14% 36% 4% 35.3% 44.4% GLA under management 14% 43% 7% 17.6% 34.5% Number of tenant contracts under management 17% 54% 9% 14.5% 28.9% International Accounting Standards were adopted

13 > in review 11 > Our business At present Sonae Imobiliária owns 12 shopping centres, 2 shopping galleries and one retail park in operation in Portugal. The company is the market leader in the country's shopping centre industry, with a market share of 51% in terms of GLA under management. In Portugal, the company is also marketing and developing 2 more shopping centres and 2 new retail parks and is extending an existing shopping centre, the CascaiShopping. In Spain, Sonae Imobiliária owns six shopping centres already in operation and it is developing 6 new shopping centres (Plaza Mayor in Malaga, Avenida M40 in Madrid, Luz del Tajo in Toledo, Plaza Eboli in Pinto, Madrid, Dos Mares in S. Javier, Murcia, and Zubiarte in Bilbao). Sonae Imobiliária is also developing another 7 new projects elsewhere in Europe: 3DO in Dortmund, Germany, AlexanderPlatz in Berlin, Germany, Vienna Mitte in Vienna, Austria, Aegean Park in Athens, Greece, Mediterranean Cosmos in Thessaloniki, Greece, Brescia Centre in Brescia, Italy and Borgadello Centre in Pavia, Italy. In Brazil, Sonae Imobiliária is developing one new shopping and leisure centre in São Paulo, the Boavista Shopping, and is extending Shopping Penha. Parque D. Pedro in Campinas, São Paulo opened in March 2002, and the company has holdings in five other shopping centres in operation, of which four are in the state of S. Paulo and one is in Brazilia. Sonae Imobiliária is actively involved in 114 properties, of which 83 are in Portugal, 16 in Spain, 3 in Greece, 2 in Italy, 2 in Germany, 1 in Austria and 7 in Brazil. Overall, Sonae Imobiliária owns or co-owns about 1,140,532 m 2 of GLA in operation in Portugal, Spain and Brazil and manages 1,516,821 m 2 of GLA in these markets. During the course of 2002, following the focusing strategy on shopping and leisure centres, the Prædium Company, for the development of residences, was sold. The process for the sale of our 50% holding of SPEL, a car park company, was also started. The VilaLambert property, in Lisbon, was also sold, and the company is still the main tenant of the offices and manager of the shopping gallery. Sonae Imobiliária is actively involved in over 100 properties and continues to expand

14 Construction started at Coimbra Retail Park [Coimbra, Portugal], a joint development with Miller Developments > in review 12 Plaza Mayor [Malaga, Spain] opened in April The sales launch and presentation to the public of the Avenida M40 shopping and leisure centre [Madrid, Spain] took place "Joint-venture" between Sonae Imobiliária and Grupo Eroski for the development of three shopping and leisure centres in Spain: Luz del Tajo [Toledo], Plaza Éboli [Pinto] and Dos Mares [S. Javier] MadeiraShopping [Funchal, Portugal], AlgarveShopping [Albufeira, Portugal] and Parque Principado [Oviedo, Spain] were awarded with international prizes

15 Construction started at Parque Atlântico [Ponta Delgada, Portugal] with the participation of the Nicolau de Sousa Lima Group > in review A joint venture was set up with ING to develop the Zubiarte shopping and leisure centre [Bilbao, Spain] 13 The company has signed a promissory contract to buy a site for the development of Shopping Centre AlexanderPlatz [Berlin, Germany] > development < THE MAIN EVENTS OF 2002 Construction began at Estação Viana, [Viana do Castelo, Portugal]. Sonae Imobiliária and a group of local investors are carrying out the development on a basis A joint venture was set up between Sonae Charagionis and Lamda Development to develop the Mediterranean Cosmos [Thessaloniki, Greece]

16 > PORTUGAL As previously mentioned, the company is currently developing five projects. The total investment in all these projects amounts to around 146,8 million. The two Shopping Centres, Parque Atlântico (Ponta Delgada, Azores, Portugal) and Estação Viana (Viana do Castelo, Portugal) are both being developed in partnership with local companies. Construction started in 2002 and the centres are scheduled to open in the autumn of The marketing campaigns for these centres have been highly successful and the centres should open almost fully let. Coimbra Retail Park and Setubal Retail Park are the company's second and third investments of this type in Portugal. We hope that these developments will be just as successful as Sintra Retail Park. Building began at Coimbra Retail Park in late 2002 and the project is scheduled to open in autumn The architectural plans for Setúbal Retail Park, in Setúbal, have been approved and the project is still awaiting a building licence. Hopefully this will soon be granted so that building can begin during The second extension of CascaiShopping is now under construction. 25,4 million is being invested in extending its GLA by 7,000 m 2. The building work and the marketing campaign are proceeding faster than expected and the new area of the Centre should open in September of this year. There are currently 19 projects under development and expansion in six countries

17 PORTUGAL PARQUE ATLÂNTICO ESTAÇÃO VIANA CASCAISHOPPING COIMBRA SETÚBAL EXPANSION RETAIL PARK RETAIL PARK Location Ponta Delgada, Viana do Castelo Cascais Coimbra Setúbal Opening Date Azores Autumn 2003 Autumn 2003 Autumn 2003 Autumn 2003 Autumn 2004 > in review Catchment Area 116,000 inhab. 134,000 inhab. 1,000,000 inhab. 175,000 inhab. 154,000 inhab. 15 GBA (m 2 ) 37,000 33, ,000 13,000 20,000 GLA (m 2 ) 22,000 18,000 +7,000 12,800 20,000 Nr of parking places 1, Anchor Stores Shop Units Nº of Restaurants 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/ PanEuropean Miller Developments Miller Developments TransEuropean Owners Sonae Sonae Sonae Sonae Sonae Imobiliária (50%) / Grupo Imobiliária (50%) / Imobiliária (50%) Imobiliária (50%)/ Imobiliária (50%) Nicolau Sousa Lima (50%) Estação Shopping (50%) PanEuropean (25%) Miller Group (50%) Miller Group (50%) TransEuropean (25%) > SPAIN In Spain, Plaza Mayor, in Malaga, opened as planned on 18th April. The opening event was a huge success. Sonae Imobiliária s first complete project in Spain, the centre has 33,000 m 2 of GLA, and represents an investment of 51 million. The construction and marketing of the Avenida M40 shopping and leisure centre, in Madrid, are proceeding at a brisk pace. This joint venture between Sonae Imobiliária and the Eroski Group (60/40) is scheduled to open next spring. Avenida M40 will have 147 shops and a number of anchors. Contracts have already been signed for 55% of its GLA. The centre will feature a 15,000 m 2 Eroski hypermarket, a 12-screen Yelmo Cineplex cinema, a Forum sports shop, and the Zara Group's complete range of brand names. In July 2002, Sonae Imobiliária announced that it was going to develop a new shopping and leisure centre, Plaza Eboli, in Pinto, in the Madrid area. This is another joint venture with the Eroski Group (65%/35%). About 45 million will be invested in the centre, which will have 30,000 m 2 of GLA with 80 shops. The Centre will have an Eroski hypermarket, 13 restaurants, a 10-screen cinema and parking for about 1,000 car parking places. In October, also in partnership with the Eroski Group (65%/35%), building began at the Dos Mares shopping

18 and leisure centre in S. Javier, in the Murcia area. This project represents an investment of about 35 million. It will have 24,000 m 2 of GLA with 77 shops, including an Eroski hypermarket, 15 restaurants, an 8-screen cinema and parking for about 1,200 car parking places. It is scheduled to open in Spring The company is continuing to develop Luz del Tajo, in Toledo. This is another joint investment with the Eroski Group (65%/35%). The estimated investment in the centre is 77 million and it will have 41,000 m 2 of GLA. As has already been mentioned, the company has formed a 50/50 joint venture with ING, and Sonae Imobiliária and ING Developments are developing the Zubiarte shopping and leisure centre, in Bilbao. The centre is already under construction. With a GLA of around 21,700 m 2 and 77 shops, it is scheduled to open in the second quarter of SPAIN AVENIDA M40 LUZ DEL TAJO PLAZA ÉBOLI DOS MARES ZUBIARTE PLAZA MAYOR SHOPPING Location Madrid Toledo Pinto, Madrid S. Javier, Murcia Bilbau Málaga 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 (m 2 ) 65,000 55,000 39,000 31,000 35,000 17,000 GLA (m 2 ) 47,600 41,400 30,000 24,000 21,700 16,700 Nº of parking places 2,400 2,000 1,000 1,200 1, Anchor Stores Shop Units Nº of Restaurants Gross Investment 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/ Grupo Eroski Grupo Eroski Grupo Eroski Grupo Eroski ING Real Estate Castle City Owners Sonae Sonae Sonae Sonae Sonae Sonae Imobiliária (60%) / Imobiliária (65%) / Imobiliária (65%) / Imobiliária (65%) / Imobiliária (50%) / Imobiliária (75%) / Grupo Eroski (40%) Grupo Eroski (35%) Grupo Eroski (35%) Grupo Eroski (35%) ING Real Estate (50%) Castle City (25%) > GERMANY & AUSTRIA Through its subsidiary for the German and Austrian markets, SonaeWest Shopping, with headquarters in Dusseldorf, Sonae Imobiliária has continued to develop 3DO in Dortmund, Germany. The project, which exemplifies the company s commitment to international expansion, has a GLA of around 55,000 m 2 and an estimated development cost of 250 million. In December, Sonae Imobiliária signed a contract for the purchase of a site on the Alexanderplatz, in the city of Berlin on which to develop a shopping and leisure centre. This new development will have 53,200 m 2 of GLA and represents an investment of around million. In Austria the Vienna Mitte shopping and leisure centre is being developed in Vienna. The development cost of this centre, which will have around 25,000 m 2 of GLA is 170 million.

19 betting on international expansion GERMANY & AUSTRIA 3DO ALEXANDERPLATZ VIENNA MITTE > in review Location Dortmund, Germany Berlin, Germany Viena, Austria 17 Opening Date 2006 Spring 2006 Autumn 2006 Catchment Area 3,400,000 inhab. 2,000,000 inhab. 2,000,000 inhab. GBA (m 2 ) 86,000 79,000 40,500 GLA (m 2 ) 55,000 53,200 24,600 Nº of parking places 2,100 1, Anchor Stores Shop Units Nº of Restaurants Gross Investment million million million Developers Sonae Imobiliária Sonae Imobiliária Sonae Imobiliária Owners Sonae Sonae Sonae Imobiliária (90%) / Imobiliária Imobiliária WIB (10%)

20 > in review 18 > GREECE In Greece during 2002, through Sonae Charagionis - Sonae Imobiliária s joint-venture with Charagionis Group for the Greek market, with headquarters in Athens - the company continued to focus on obtaining the licences required for the development of Aegean Park, a shopping centre in the Greater Athens area. During the first week of July, through Sonae Charagionis, Sonae Imobiliária signed an agreement with the LAMDA Development Group to develop Mediterranean Cosmos, a shopping and leisure centre in the city of Thessaloniki, in Northern Greece. This centre, of which Sonae Charagionis owns 39.9%, will have 47,000 m 2 of GLA and represents an investment of 104 million.

21 GREECE AEGEAN PARK MEDITERRANEAN COSMOS Location Athens Thessaloniki Opening Date 2005 Autumn 2004 Catchment Area GBA (m 2 ) 1,104,000 inhab. 83, ,000 inhab. 74,000 > in review GLA (m 2 ) 60,000 47, Nº of parking places 2,300 2,800 Anchor Stores Shop Units Nº of Restaurants Gross Investment million million Developers Sonae Charagionis Sonae Charagionis Grupo LAMBDA Owners Sonae Sonae Charagionis (39.9%) Imobiliária (50%) Grupo LAMBDA (60.1%) Grupo Charagionis (50%) > ITALY In Italy, through Sonae Imobiliária Italy, efforts are being made to conclude the licensing process so that work can begin in 2003 on the Brescia Centre, in Brescia, Italy. This 29,000 m 2 shopping and leisure centre has a development cost of about 109 million. In November, Sonae Imobiliária agreed to invest in the Borgarello Centre, a shopping and leisure centre in Pavia, Italy. The agreement is conditional on the necessary licences being obtained. This new centre represents an investment of 129 million and it will have 47,500 m 2 of GLA. This is a joint development with PAM, an Italian company leader in the food retail business.

22 ITALY BRESCIA CENTRE BORGARELLO CENTRE Location Brescia Pavia Opening Date Autumn 2005 Autumn 2005 > in review Catchment Area GBA (m 2 ) 582,000 inhab. 40, ,000 inhab. 65, GLA (m 2 ) 29,000 47,500 Nº of parking places 2,500 2,700 Anchor Stores 7 11 Shop Units Nº of Restaurants Gross Investment million million Developers Sonae Imobiliária Sonae Imobiliária/ PAM (hipermercado) Owners Sonae Sonae Imobiliária Imobiliária The geographical distribution of the company's investments is as follows: Germany 29% Greece 15% Spain 22% Portugal 8% Italy 14% Brazil 2% Austria 10%

23 > THE IMPORTANCE OF SHOPPING AND LEISURE CENTRES DEVELOPMENT This business contributed with 1,845 million for the company's consolidated profits, as against 511 thousand in This Net Profit has two components, first, the one that results from the normal activity of development - Direct Profit -, the second results from the value created during the development process and is captured under Indirect Profit. The income arises from project management fees (services rendered) debited to projects under development in the various countries. This applies in every market except in Brazil, where this income is included as part of the Brazil business unit. The growth versus 2001 results from an increased number of projects under development in 2002, as mentioned above. Operating costs rose by 8.9%, a substantial increase over The Company has a strong commitment to future expansion and conse-quently the reinforcement of the management team during the year. The Total Indirect Profit is higher than last year by 19.5%. The Company has already expressed its belief that the development business should be remunerated in relation to the actual increase in value generated during the development phase. The Company, therefore, recognised under the heading "Realized Property Profit" (IAS 40) 10% of the increase in value relating to the centres opened during the year, in this case Plaza Mayor. In relation to non-realised gains on revaluation, the business has recognised the income from future capital gains in the value of centres in course of development, which will only materialise at the time when the centres open. At that time, the centres will be transferred to the shopping centre investment business. The added value profit is only calculated for the projects already with building license (see created value table). These non-realised gains on revaluation are excluded from the global consolidated accounts, since they represent transactions between businesses of the same Group. The Deferred taxes arise from the Realized Property Profit and from the Non-Realised Property Profit.

24 SONAE IMOBILIÁRIA DEVELOPMENT PROFIT & LOSS ACCOUNT 31 DEC. 2002* 31 DEC. 2001* (%) 01/02 Project Development Services Rendered 8,796 6, % > in review 22 Operating Costs 11,498 10, % General Supplies and Services 6,386 7,098 (10.0%) Personnel Costs 5,027 3, % Other Costs Gross Operating Results (2,703) (3,732) (27.6%) Depreciation % Operating Results (2,797) (3,773) (25.9%) FInancial Income % Financial Costs % 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, Total Indirect Income 5,510 4, % Deferred Tax 1,836 1, % Indirect Profit 3,675 3, % Net Profit 1, % * Figures in Euro (thousands) percentage variation CONSOLIDATED BALANCE SHEET 31 DEC. 2002* Properties under Development 136,885 Costumers 1,113 Deferred Taxes 3,676 Other Assets 35,744 Deposits 14,392 Total Assets 191,810 Net Worth (1,101) Minorities 6,792 Shareholder Loans 143,954 Bank Loans 11,818 Other Liabilities 29,446 Deferred Taxes 899 Total Liabilities 186,118 Net Worth, Minorities and Total Liabilities 191,810 * Figures in Euro (thousands)

25 VALUE CREATED Projects under Development Sonae Share 31 Dec Gross Book Value in 31 Dec Completion Date Estimated Open Market Value at completion Estimated Total Cost of Investment at Completion Estimated Total Margin at Completion Estimated % of completion 31 Dec Margin 31 Dec Estação Viana 50% 6,809 Autumn ,973 18,597 3,376 46%** 1,390 Parque Atlântico 50% 8,046 Autumn ,981 23,915 1,067 19%** 184 > in review 23 Coimbra Retail Park 50% 2,047 Autumn ,416 6, Avenida M40 60% 35,913 Spring ,000 95,809 6,191 41%** 1,356 Plaza Éboli 65% 9,164 Spring ,915 45, Luz Del Tajo 65% 5,091 Spring ,797 77, Mediterranean Cosmos 20% 1,531 Summer 2004 n.a. 20, Setúbal Retail Park 50% 1,247 Summer 2004 n.a. 11, Zubiarte 50% 15,000 Summer ,500 45,082 2,418 29%** 633 Dos Mares 65% 5,661 Autumn ,000 35, Plaza Mayor Shopping 100% 4,381 Spring 2005 n.a. 30, Aegean Park 50% 17,405 Autumn ,463 76, Brescia Centre 100% 4,390 Autumn , , DO 100% 2,678 Spring 2006 n.a. 250, AlexanderPlatz 100% 3,143 Spring , , Vienna Mitte 100% 2,187 Autumn 2006 n.a. 170, LoureShopping 100% 9,307-62, Parque Famalicão 100% 2,885 - n.a TOTAL 136, ,398 1,273,953 13,051 3,563 * Figures in Euro (thousands) ** Rounded of End of the Development Chapter

26 > in review 24 The market value increase of Sonae Imobiliária s assets is due to the acquisition of four shopping centres in Spain and to the opening of the Plaza Mayor [Malaga, Spain], with a GLA of over 33 thousand m 2 The asset s market value increase in Spain was, on a "like-for-like" basis, of 8.6% The geographical distribution of the OMV of the operating centres and galleries held (or co-held) by Sonae Imobiliária is as follows: Portugal 76% Brazil 6% Spain 18% In 2002, construction proceeded of Phase 2B of the extension of CascaiShopping The extension will add around 7,000 m 2 of GLA to the centre and about 34 new shops. Total investment will be around 25 million During 2002, the re-financing took place of ViaCatarina [Porto, Portugal] ( 39 million), CascaiShopping [Cascais, Portugal] ( 123 million including the extension project) and Centro Vasco da Gama [Lisboa, Portugal] ( 111 million) The Vila Lambert building was sold to AF Investimentos, Banco Comercial Português Group s Investment Management Company The remodelling of the shopping gallery opposite the hypermarket at GaiaShopping [Vila Nova de Gaia, Portugal] was completed, with new shops and better premises

27 In December 2002, an agreement was signed relating to the acquisition of FILO's shopping centre business and a joint venture with ING for this purpose The company now co-owns four shopping centres in operation: GranCasa [Zaragoza], MaxCenter [Bilbao], Valle Real [Santander] and La Farga [Barcelona] > in review 25 > investment < MAIN EVENTS IN 2002 Sonae Imobiliária owns or co-owns 1,140,532 m 2 of GLA in operation in Portugal, Spain and Brazil, an increase of 44% compared to the previous year The geographical distribution of GLA owned (or co-owned) under operation is as follows: Portugal 53% Spain 27% Brazil 20% An agreement was concluded for the purchase of Castle City's 25% holding in the Plaza Mayor shopping and leisure centre [Malaga, Spain]; Sonae Imobiliária now owns 100% of the centre

28 INFORMATION ON CENTRES AND GALLERIES OWNED CENTRE LOCATION OPENING UNITS OCCUPANCY GLA (M 2 ) TOTAL 01.CascaiShopping Cascais % 64, CoimbraShopping Coimbra % 26, GuimarãeShopping Guimarães % 24, GaiaShopping Gaia % 57, ViaCatarina Porto % 11, Centro Colombo Lisboa % 119, MaiaShopping Maia % 28, NorteShopping Porto % 72, Centro Vasco da Gama Lisboa % 47, Sintra Retail Park Sintra % 17, MadeiraShopping Funchal % 26, AlgarveShopping Guia % 42, Arrábida Shopping Gaia % 56,457 Total Shopping Centres in Portugal 2,022 98% 596, ClérigoShopping Porto % 1, Edifício Grandella Lisboa % 5,806 Total Galleries in Portugal 30 27% 7,229 Total Portugal 2,052 97% 603, Parque Principado Oviedo % 75, Plaza Mayor Málaga % 33, GranCasa Zaragoça % 78, La Farga Barcelona % 18, MaxCenter Bilbau % 59, Valle Real Santander % 47,738 Total Shopping Centres in Spain % 313, Shopping Penha S. Paulo % 18, Shopping Franca S. Paulo % 18, Shopping Metrópole S. Paulo % 25, Pátio Brasil Brasília, DF % 30, Tivoli Shopping S. Paulo % 21, Parque D. Pedro S. Paulo % 109,638 Total Shopping Centres in Brazil 1,201 85% 223,725 TOTAL 4,085 92% 1,140,532

29 > in review million in profits and rents in > A POSITIVE YEAR FOR SONAE IMOBILIÁRIA The Shopping Centres and Galleries owned or co-owned by the company in Portugal, Spain and Brazil generated rents and other income amounting to million, an increase of 58.7% over the previous year. On a "like-for-like" basis, the increase was 12.2%, a high value. At the end of 2002, the occupancy rate of this 24 shopping centre portfolio was 92%. In Portugal, rents and other income generated by shopping centres and galleries owned or co-owned by Sonae Imobiliária amounted to million, an increase of 16.1% over This portfolio was 97% occupied at the end of Distribution (in m 2 of GLA) of operating owned centres: Portugal 53% Spain 27% Brazil 20% Analysis of the fixed and variable rents generated only by the portfolio of shopping centres in Portugal shows revenue amounting to 135 million, an increase of 9.2% over Turnover rents amounted to 10.7% of the fixed rents. CoimbraShopping, Centro Colombo,

30 > in review 28 MaiaShopping, NorteShopping, Centro Vasco da Gama and AlgarveShopping were all particularly successful, generating turnover rents amounting to over 10% of the fixed rental income of these centres. PORTUGAL GROSS RENTAL INCOME 2002* 2001* (%) 02/01 CascaiShopping 14,619 13, % CoimbraShopping 2,783 2, % GuimarãeShopping 2,922 2, % GaiaShopping 9,132 8, % million Euro Portugal Shopping and GalleriesRental and Other Income ViaCatarina 4,933 4, % Centro Colombo 37,487 36, % MaiaShopping 4,073 3, % NorteShopping 21,490 19, % Centro Vasco da Gama 13,404 12, % Sintra Retail Park 2,474 2, % MadeiraShopping 6,109 4, % AlgarveShopping 6,500 3, % Arrábida Shopping 9,040 8, % Total 134, , % * Figures in Euro (thousands) percentage variation In December, Sonae Imobiliária sold VilaLambert, where the company has its Lisbon headquarters, to AF Investimentos, the Investment Fund Management Company of the Banco Comercial Português Group. The company maintains a tenant contract and still manages the shopping gallery. The portfolio of shopping centres in Spain either owned or co-owned by Sonae Imobiliária generated fixed and variable rents of 36 million. Major factors contributing to this total were the opening of Plaza Mayor and the fact that Parque Principado has now been in operation for a full year. At the end of 2002, the occupancy rate was 88%. SPAIN GROSS RENTAL INCOME 2002* 2001* (%) 02/01 Parque Principado 9,158 5, % Plaza Mayor 3,169 0 n.a. GranCasa 8,548 8, % La Farga 3,372 3, % MaxCenter 6,855 6, % Valle Real 4,450 4, % Total 35,552 26, % percentage variation Figures in Euro (thousands)

31 On April 18th the Plaza Mayor shopping and leisure centre opened in Malaga, Spain, and in December Sonae Imobiliária agreed to buy 25% of Castle Management s holding in the Plaza Mayor. In September, Sonae Imobiliária became the owner, jointly with ING Real Estate Bishop, of the shopping centres acquired from FILO. As a result of this purchase the company now owns 50% of the GranCasa (Zaragoza), MaxCenter (Bilbao), Valle Real (Santander) and La Farga (Barcelona) shopping centres. Finally, a note concerning the relative weight in terms of rental income of the various groups who are clients/shop tenants: Sonae Imobiliária s largest tenant is the INDITEX Group, which generates about 8.3% of the total fixed rent income. Sonae Distribuição, including all its brand names, represents only 4.5% of the total rental income. Sonae Turismo's contribution is negligible. > in review 29 RANKING SHOP TENANTS % WEIGHT ON RENTS (weight on rents) Name Brand 1 GRUPO INDITEX Zara; Pull & Bear; 8.33% Bershka; Kiddy s Class; Massimo Dutti; Stradivaríus; Oysho 2 SONAE Modelo Bounjour; 4.46% DISTRIBUIÇÃO Vobis; Sport Zone; Worten; Auto Center; Max Office 3 GRUPO IBERSOL Pizza Hut; Pans & 3.52% Company; KFC; Pasta Café; Iber; Ó Kilo; Burguer King; Quiosque Buondi 4 GRUPO Cortefiel; Douglas; 3.46% CONFESPANHA Women Secret; Milano; Springfield 5 WARNER Warner Lusomundo 2.84% LUSOMUNDO 6 GRUPO MACONDE Macmoda; Tribo 2.57% 7 GRUPO BCP BCP; BII; Bonança; 1.53% Banco 7; Nova Rede; BPSM 8 GRUPO Perfumes e Cª 1.48% BARREIROS FARIA 9 MANGONOR Mango 1.24% 10 GRUPO VISTA Casa Alegre; 1.17% ALEGRE Vista Alegre; Atlantis AND ATLANTIS

32 > in review 30 > OPEN MARKET VALUATION The open market value of the shopping centres and galleries in operation in Portugal, Spain and Brazil as of 31 December 2002, was 2,560.9 million. The part that belonged to Sonae Imobiliária was valued at 1,471.2 million. This represents an increase in 2002 of 407 million just in its share of the shopping centres and galleries in operation. This increase came about through the company s own investment and through the growth in rents and other types of income. The changes in the open market value of the main Shopping Centres owned (or co-owned) by Sonae Imobiliária between 2001 and 2002 are shown in the following table: Open Market Value of Operating Shopping Centres and Galleries million Euro , , ,802 1,055 2,390 1,376 12/97 12/98 12/99 12/00 12/01 12/02 Total Value Sonae Share SHOPPING CENTRES AND GALLERIES OWNED OR CO-OWNED AND IN OPERATION Shopping Centres in Operation Sonae Share 31 Dec Gross Book Value in 31 Dec Open Market Value 31 Dec Dec Value Created in 2002 % value Value Created in 2001 AlgarveShopping 100% 37,000 81,927 77, % 8,117 30,147 Arrábida Shopping 50% 57,387 59,049 57, % 1,682 1,280 CascaiShopping 50% 34,936 97,359 93, % 1, Centro Colombo 50% 133, , , % 30,048 2,321 Centro Vasco da Gama 100% 53, , , % 18,195 19,105 CoimbraShopping 100% 10,904 31,475 29, % 2,210 1,277 GaiaShopping 50% 31,370 58,207 56, % 1,965 19,912 GuimarãeShopping 100% 14,045 33,231 31, % 1,905 3,219 MadeiraShopping 50% 21,305 32,460 26, % 5,887 3,905 MaiaShopping 100% 26,018 49,245 41, % 7,280 2,759 NorteShopping 50% 43, , , % 16,290 6,137 Sintra Retail Park 50% 7,607 14,713 14, % CONTINUATION

33 CONTINUATION Shopping Centres in Operation Sonae Share 31 Dec Gross Book Value in 31 Dec Open Market Value 31 Dec Dec Value Created in 2002 % value Value Created in 2001 ViaCatarina 50% 22,291 33,026 30, % 2,271 2,199 VilaLambert 100% 8,740 8,536 8, % 214 (14) Total Portugal 501,764 1,116,359 1,019, % 98,405 93,785 GranCasa 50% 61,453 63, MaxCenter 50% 58,178 61, Valle Real 25% 29,900 33, La Farga 25% 23,512 22, Zubiarte 50% 14,205 15, (9,747) - Plaza Mayor 75% 38,441 61, ,425 - Parque Principado 25% 29,698 31,625 32,750 (3.4%) (1,125) 3,188 Total Spain 255, ,439 32, % 10,553 3,188 TOTAL 757,151 1,404,798 1,052, ,958 96,972 Geographical breakdown of OMV of Shopping Centres in operation: Portugal 76% Spain 18% Brazil 6%

34 > MILLION IN RE-FINANCING During 2002 three shopping centres in Portugal were re-financed through long-term, mortgage-backed, project finance type loans. This is a means of financing the expansion of the company, particularly outside Portugal. The Shopping Centres that were re-financed in this way were ViaCatarina ( 9.2 million), CascaiShopping ( million including the extension currently underway) and Vasco da Gama ( million). These transactions raised Sonae Imobiliária s long-term level of debt by 238 million. > RISK MANAGEMENT In its Shopping Centres, Sonae Imobiliária has set up a number of activities and plans of action in the area of Risk Management. During 2002, various audits took place of a technological and operational nature. These included audits of the fire alarm system, the burglar alarm and CCTV systems, and technical audits of the tenants shops, particularly of the hygiene standards and sanitation in the shops in the food courts. These audits revealed that some operating procedures were in need of improvement and that there is also a need for some re-building in particular areas. The emergency procedures in the Shopping Centres were also audited. Fire drills and bomb-scare and evacuation drills were held. In some cases the civil protection services, the security services and the fire-fighting service were present. In addition to these audits, technical, environmental, legal and security audits took place in all the Shopping Centres. All assets owned by Sonae Imobiliária in Portugal and Spain are insured against acts of terrorism. > MILLION IN INCOME This business contributed with million to the company s Consolidated Profits, compared to million in 2001, a decrease of 6.8%. The income of this business has two main elements. The first relates to the direct income from operations during the year and corresponds to the Total Income from shopping centres. This amounted to million compared to 98.7 million in 2001, an increase of 9.3%. This figure is lower than it would have been since one type of income generated in 2001 did not arise in the same way in We refer to the payment of key money (net of letting costs), which, according to IAS regulations, must be accounted for only when the shopping centre opens. In 2001, this was the case of MadeiraShopping and AlgarveShopping, where key money reached the amount of 5.6 million. In the first half of 2002 only Plaza Mayor opened. However, in the Spanish Shopping Centres market the concept of key money barely exists. This meant that only the letting costs of this investment were taken into account ( 931 thousand). If this unfavourable factor were to be left out, the increase in Shopping Centre Operating Income would have been 18.6%. This growth is due to the increase in business after the opening of Plaza Mayor and to the fact that AlgarveShopping, MadeiraShopping and Parque Principado were all in operation for the whole year. The second main element of the income of this business is Gains on Revaluation of the company s properties. This amounted to million, of which 21.4 million derives from the increase in value of Plaza Mayor, which opened during the year, and the remaining amount is from gains in value of the other properties.

35 There was an increase during the year in Net Financial Expenses. This was due to the increase in investments, to the re-financing of certain properties and to the fact that the interest charges on the financing for the development of the centres which opened during the year ceased to be capitalised once the centres opened. The Extraordinary Profits and Losses relate to the capital gain on the sale of a business included within the sale of Prædium ( 1.4 million), and to previous year adjustments in respect of estimates for local property taxes and notary fees. Corporation Tax was 14.9 million. This is calculated in relation to individual businesses or tax groups, in accordance with Portuguese Tax and Accounting Regulations. Deferred Tax relates to tax on adjustments made to comply with IAS regulations. the Plaza Mayor was inaugurated in the first semester of 2002

36 SONAE IMOBILIÁRIA ASSETS PROFIT & LOSS ACCOUNT 31 DEC. 2002* 31 DEC. 2001* (%) 02/01 Fixed Rental Income 84,555 70, % > in review 34 Turnover Rental Income 8,581 8, % Key-Money Income 9,098 16,149 (43.7%) Other Income 5,714 3, % Total Shopping Centre Operating Income 107,948 98, % Property Management Services 5,673 4, % Common Charges for Vacant Units % Letting & Marketing Costs 2,171 6,448 (66.3%) Property Taxes 3,013 3,254 (7.4%) Capital Expenditure 6,030 3, % Other Costs 10,624 4, % Total Shopping Centre Operating Costs 28,316 23, % Shopping Net Operating Margin 79,632 75, % Parking Income 7,101 6, % Parking Costs 3,284 3, % Parking Net Operating Margin 3,817 3, % Co-generation Income 2,432 2, % Co-generation Costs 1,699 1, % Co-generation Net Operating Margin % Total Shopping Centre Operating Margin 84,182 79, % Office Income 1,154 1,198 (3.7%) Office Costs % Offices Net Operating Margin 1,094 1,158 (5.5%) Asset Management Fees 1, Total Income from Services Rendered 1, General Supplies and Services 7,582 7, % Personnel Costs % Total Overheads 7,945 7, % Gross Operating Results 78,619 73, % Depreciation (62.2%) Provisions % Operating Results 78,266 72, % Financial Income 10,781 7, % Financial Costs 34,060 24, % Financial Results (23,279) (16,792) 38.6% Current Results 54,987 55,601 (1.1%) Other Non-Recurring Income 3,714 1, % Other Non-Recurring Costs 494 2,477 (80.0%) percentage variation * Figures in Euro (thousands) CONTINUATION

37 CONTINUATION PROFIT & LOSS ACCOUNT 31 DEC. 2002* 31 DEC. 2001* (%) 02/01 Results Before Corporate Taxes 58,207 54, % Corporate Taxes 14,939 11, % Direct Profits 43,267 43,376 (0.3%) Realized Property Profit 0 13,631 (100.0%) > in review 35 Non-realized Property Profit (IAS 40) 108,958 96, % Total Indirect Income from Investments 108, ,618 (1.5%) Deferred Tax 44,050 37, % Indirect Profit 64,908 72,722 (10.7%) Net Profit 108, ,098 (6.8%) percentage variation * Figures in Euro (thousands) CONSOLIDATED BALANCE SHEET 31 DEC. 2002* Investment Properties & Other Properties 1,429,916 Costumers 9,859 Other Assets 71,775 Short Term Investments 165,358 Deposits 32,720 Total Assets 1,709,628 Net Worth 658,073 Minorities 18,064 Bank Loans 673,915 Other Liabilities 86,455 Deferred Taxes 273,120 Total Liabilities 1,033,491 Net Worth, Minorities and Total Liabilities 1,709,628 * Figures in Euro (thousands) End of the Investment Chapter

38 > in review 36 The company took over Arrábida Shopping, [Vila Nova de Gaia, Portugal] and Parque D. Pedro [Campinas, Brazil] Sonae Imobiliária is responsible for the management of six more centres in Spain: GranCasa [Zaragoza], La Farga [Barcelona], MaxCenter [Bilbao], Valle Real [Santander], La Morea [Pamplona] and Plaza Mayor (Malaga] At the end of 2002, the GLA under management in the company s portfolio in Portugal, Spain and Brazil amounted to a total of 1,516,831 m 2. In 2002 the number of contracts under management grew to 5,089 (+28.9%) During 2002, the number of visits to centres in the company s portfolio under management in Portugal, Spain and Brazil was 377 millions, an increase of 6.5% relative to 2001

39 During 2002, sales (excluding those made in shops of which the occupiers are the owners) amounted to about 2,495 million in the company s portfolio under management in Portugal, Spain and Brazil. This is an increase of about 11.5% over the previous year > in review 37 Contracts were signed for 693 shops during 2002, of which 156 were in Portugal (22.5% of the total), 247 in Spain (35.6%) and 290 in Brazil (41.2%) Contracts were renewed and shops relet in ViaCatarina [Porto, Portugal] and Arrábida Shopping [Vila Nova de Gaia, Portugal] with extremely positive results > property management < MAIN EVENTS OF 2002 The back office and management staff the FILO Shopping Centres were integrated into CCC in the last quarter of 2002 The company began to train the future management staff of Parque Principado [Oviedo, Spain]

40 > PORTFOLIO UNDER MANAGEMENT Sonae Imobiliária s consolidated business of managing, marketing and letting shopping centres continued to expand. The company s business grew in all three of the countries where it operates, Portugal, Spain and Brazil. SHOPPING CENTRES CONTRACTS AND GLA (M 2 ) UNDER MANAGEMENT CENTRES GLA m 2 Nr. of contracts CascaiShopping 64, CoimbraShopping 26, GuimarãeShopping 24, GaiaShopping 57, ViaCatarina 11, Centro Colombo 119, MaiaShopping 28, NorteShopping 72, Centro Vasco da Gama 47, Sintra Retail Park 17, MadeiraShopping 26, AlgarveShopping 42, Arrábida Shopping 56, Total Shopping Centres in Portugal 596,124 2,390 ClérigoShopping 1,423 3 Galeria Lambert 1, Grandella 5,806 3 As of 31/12/2002, Sonae Imobiliária had under management 1,516,821 m 2 of GLA (an increase of 34.4% over 31/12/2001). Of this total, 57% was in Portugal, 28% in Spain, and the remaining 15% in Brazil. This GLA relates to 5,089 contracts with retailers (over 28.9% more than in the previous year). In Portugal, at the end of 2002, Sonae Imobiliária had under management 3,059 contracts for shops and storage space, representing a total GLA of 864,594 m 2. In Spain, Sonae Imobiliária expanded its portfolio under management from seven to fourteen shopping centres and galleries. The company now manages a total of 915 contracts and 428,502 m 2 of GLA. Sonae Imobiliária co-owns five of these centres, and the other two shopping centres and seven galleries are owned by other companies. In Brazil, Unishopping, a company wholly owned by Sonae Enplanta, currently manages six Shopping Centres. Sonae Imobiliária is co-owner of these, either directly or through Sonae-Enplanta. The company has a total of 1,115 contracts and 223,725 m 2 of GLA under management. Total Galleries in Portugal 9, Third Party Galleries under management 259, Total under management in Portugal 864,594 3,059 Plaza Mayor 33, GranCasa 78, La Farga 18, MaxCenter 59, Valle Real 47, Urbil 35, La Morea 19, Total Shopping Centres in Spain 292, Third Party Galleries under management 135, Total under management in Spain 428, Shopping Penha 18, Shopping Franca 18, Shopping Metrópole 25, Pátio Brasil 30, Tivoli Shopping 21, Parque D. Pedro 109, Total Shopping Centres in Brazil 223,725 1,115 TOTAL UNDER MANAGEMENT 1,516,821 5,089

41 > POSITIVE SHOPPING CENTRE EVOLUTION We will begin by analysing the 2002 performance of Sonae Imobiliária s 12 shopping centres and the retail park in Portugal. Despite the weak economy, the centres continued to perform well. The total number of visits remained more or less the same (-0.1%), while total sales rose by 7.7% compared to the previous year. On a "like-for-like" basis, excluding the centres, which opened in 2002, and the months of 2002 during which the centres were not open in 2001, there was a slight decline in the number of visits in Portugal (-2.1%), while sales rose by 5.5%. > in review 39 PORTUGAL Nr. of contracts & GLA under management GLA (000 s) m 2 under manag. 1, Nr. of contracts under manag. 3,500 3,000 2,500 2,000 1,500 1, GLA (1,000 m 2 ) under Management Nr. of Contracts under Management CENTRE VISITS SALES (%) 02/ * 2001* (%) 02/01 CascaiShopping 10,460 10,824 (3.4%) 159, , % CoimbraShopping 7,533 7, % 45,343 43, % GuimarãeShopping 8,967 8, % 41,726 37, % GaiaShopping 10,721 10, % 95,596 86, % ViaCatarina 9,585 9, % 41,611 38, % Centro Colombo 31,458 34,088 (7.7%) 450, , % MaiaShopping 8,582 8,718 (1.6%) 51,028 45, % NorteShopping 21,652 21, % 307, , % Centro Vasco da Gama 21,000 21,466 (2.2%) 174, , % Sintra Retail Park n.d. n.d. n.d. 24,270 20, % MadeiraShopping 5,899 4, % 79,384 57, % AlgarveShopping 7,526 6, % 80,985 53, % Arrábida Shopping 12,179 12,438 (2.1%) 80,931 79, % Total 155, ,795 (0.1%) 1,631,582 1,515, % TOTAL (like-for-like) 02/01 152, ,386 (2.1%) 1,595,507 1,512, % percentage variation * Figures in Euro (thousands) Number of visitors (thousands)

42 At CascaiShopping the number of visits remained stable, despite building works for the current extension. There were about 10.5 million visits (3.4% fewer than in 2001). Total sales increased by 1.5% compared with The average effort rate at the centre (Rents plus Common Service Charges divided by Shop Sales) was 12.5% in At CoimbraShopping, five years after its extension, both traffic and sales increased by 0.9% and 3.3% respectively. In terms of sales, the performance was excellent, reaching 600 per m 2 per month, the best record in the Sonae Imobiliária portfolio. The average effort rate at the centre was 7.7%, which is very low. In GuimarãeShopping traffic continued to grow (+6.2%) together with sales (+12.6%). In 2001, a large number of contracts with retailers expired and new brands moved in, improving the tenant-mix. The average effort rate was 11.4%. In GaiaShopping visits reached 10.7 million (+0.5%), while total sales rose 10.7% due to the improvement in the tenant-mix during the second quarter of This performance was achieved even though the shops in the Gallery opposite the Hypermarket had to close temporarily for renovation works. The average effort rate was 11.3%. At ViaCatarina there were 9.6 million visits (+2.3%), while sales went up by 9.2%. During most of 2001, the disruption caused by public works in downtown Porto had a considerable effect on the centre, and this was an excellent recovery. The average effort rate was 15.4%. This is likely to decrease in future, once new brands are introduced with better sales per m 2. At Centro Colombo, in its fifth year of operation there were 31.5 million visitors. Even though the number of visits declined by 7.7% compared to 2001, Colombo is still one of the most popular shopping centres in the world. In November 2001 the department store "El Corte Inglés" opened in Lisbon, with over 40,000 m 2 of GLA. In September 2002 Fórum Almada opened in the Greater Lisbon area, with over 70,000 m 2 of GLA. The presence of these new competitors needs to be taken into account. Sales at Centro Colombo rose by 0.4% in 2002, reaching a monthly average of over 469 per m 2 (excluding the Hypermarket and C&A), a very good performance for a centre of this size. The average effort rate at Colombo was 10% in MaiaShopping also completed its fifth year in operation, performing well with 8.6 million visitors (-1.6%), while sales rose 11.2% as several new brands opened and the tenant-mix improved. The average effort rate during the year was 10.4%. NorteShopping opened in October 1998 and has completed its fourth year with an excellent performance record. The centre has had 21.7 million visitors (+0.4%) and a double-digit increase in sales (+11.6%). The average effort rate was low (8.9%), suggesting that rents could rise in the medium term. Centro Vasco da Gama, which opened in April 1999, performed reasonably well, with 21 million visits (-2.2%) and a 1.4% increase in total sales, despite intense competition in its catchment area with the opening of "El Corte Inglés" and Fórum Almada. The average effort rate was 10.4%. Sintra Retail Park opened in November 2000 and its performance has shown steady progress. At the end of 2002 sales rose by a healthy 16.9%. There is no record of levels of traffic. The average effort rate reached 11.4% in MadeiraShopping opened at the end of March It had almost 6 million visits in 2002 and total sales were 79 million. In the months during which performance can be compared to the previous year, the number of visitors and total sales increased by 1.0% and 11.6% respectively. The average effort rate was 9.8%. AlgarveShopping opened in April It had over 7.5 million visits in 2002 and total sales reached 81 million (excluding the hypermarket). In the months which can be compared with the previous year, although the number of visits fell by 6.5%, total sales rose by 18.0%. The average effort rate was 10.4%.

43 Finally, Arrábida Shopping, acquired at the end of December 2001, had over 12 million visits in 2002 (-2.1%) and total sales (excluding the hypermarket) were 81 million, a 1.4% increase over the previous year. October saw the beginning of major improvements in the tenant-mix as old contracts expired and new ones were signed. It is probable that this change will generate higher sales in In 2002 the centre s average effort rate was 13.4%. > SPAIN In Spain, the company bought four Shopping Centres previously owned by FILO and the number of centres in Sonae Imobiliária s spanish portfolio under management rose from seven to fourteen. Overall, the performance of these centres was good. In 2002 the number of visitors increased by 14.5% and total sales rose by 19.2% compared to Taking only the centres which are co-owned by Sonae Imobiliária and La Morea (Pamplona), the growth over 2001 was of 14.8% and 22% in visits and sales respectively. On a "like-for-like" basis, comparing only those months during which the centres were open in the previous year, the number of visitors and total sales rose by 2.5% and 9.5% respectively. Plaza Mayor is primarily a leisure centre. It opened in April 2002, and has had a major impact on the Malaga area. In its first eight and a half months in operation, it has had 5.1 million visitors, with shop tenants recording sales of 23 million. These figures are within the forecasts. In 2002 the average effort rate was 16% because several shops opened late and had to start paying rent and expenses for the common parts before generating any sales. This figure should be much lower in In September Sonae Imobiliária bought four centres previously owned by FILO (GranCasa, LaFarga, MaxCenter and Valle Real). Although the company only began managing these centres in September 2002, we present below their performance figures for the whole of GranCasa is the largest shopping centre in Zaragoza. As in previous years, its performance was excellent. There were 16.3 million visits (-0.7%) and total sales were 91 million, an increase of 14.2% over Average effort rate in 2002 was 10.4%. At La Farga, in Hospitalet (near Barcelona), the level of traffic and sales fell by 4% and 0.4% respectively due mainly to increased competition, with new shopping centres opening in La Farga s catchment area. There are to be major changes in the tenant-mix of the upper floors of the centre to make it more competitive and more attractive to the local clientele. Average effort rate was around 10%. The MaxCenter, in Bilbao, was extended in A new area has been built, bringing together the centre s leisure facilities (cinemas, bowling, food and drink), and a number of new fashion brands have been introduced. As a result, the level of traffic rose by 7.4% and sales by 9.1%, an excellent performance. Average effort rate was 11.2%. Valle Real, in Santander, continued to improve its performance as in previous years, with levels of traffic and sales increasing by 34% and 9.6% respectively. Average effort rate was 9.5%. Lastly, La Morea, in Pamplona, which is owned by a third party but is managed by Sonae Imobiliária through CCC. The centre opened in October and has proved extremely popular in the city. There are no figures for the level of traffic, as the footfall system has not yet been installed. Sales are good, with average monthly figures of around 340 per m 2. Average effort rate was 9.3% during the first two and a half months in operation.

44 CascaiShopping CoimbraShopping GuimarãeShopping MaiaShopping NorteShopping Centro Vasco da Gama Sintra Retail Park MadeiraShopping AlgarveShopping

45 GaiaShopping ViaCatarina Centro Colombo Arrábida Shopping PlazaMayor GranCasa La Farga Valle Real MaxCenter

46 CENTRE VISITS SALES (%) 02/ * 2001* (%) 02/01 > in review 44 Plaza Mayor (Opened April 2002) 5,120 n.d. 22,701 n.d. GranCasa 16,305 16,414 (0.7%) 110,554 96, % La Farga 6,410 6,688 (4.2%) 39,140 39,676 (1.4%) MaxCenter 8,039 7, % 88,451 81, % Valle Real 6,934 6, % 58,131 53, % La Morea (Opened October 2002) n.d. n.d. 11,029 n.d. Total 42,808 37, % 330, , % TOTAL (like-for-like) 02/01 37,688 37, % 296, , % percentage variation * Figures in Euro (thousands) Number of visitors (thousands) > MANAGEMENT RELATED ISSUES One of the most important aspects of shopping centre management is the collection of rent, service charges and key money. Rent collection performance in 2002 was excellent in Portugal and Spain, with the rent collection level (the ratio between rents collected and amounts invoiced over the 12-month period) reaching an overall figure of 99.8%. In Portugal, the rent collection level rose to over 100% as some bad debts were settled. In Spain, it was around 97.4% because some bad debts remained. These should be settled during the first half of RENT COLLECTION LEVEL % Total Spain Portugal > LETTING OF CENTRES UNDER MANAGEMENT During 2002 the take-up of new tenancies in Iberia (the number of contracts being signed) remained buoyant. Contracts were signed for a total of 403 shops, of which 170 were in new projects being developed and 233 in centres already in operation. In 2002 in Spain, 160 contracts were signed with shops in new developments at Plaza Mayor (in Malaga), La Morea (in Pamplona), Zubiarte (Bilbao), the enlarged MaxCenter and Avenida M-40 (under construction near Madrid). In Portugal, a total of 10 new contracts were signed with the first shop tenants of Parque Atlântico (Ponta Delgada, Azores) and Coimbra Retail Park. Once shopping centres are operating, it is important to continue to ensure that the quality of the tenant-mix remains high. In Portugal, a total of 146 contracts were signed for shops in centres already in operation and 87 such contracts were signed in Spain. The level of tenant turnover in shops in existing shopping centres was 6.1%. Besides the contracts signed in operating shopping centres, it should be noted that, during 2002, 347 new contracts were re-negotiated with tenants that had reached the end of their respective contracts (280 in Portugal and 67 in Spain) but there was a mutual interest in establishing new contracts. The results achieved with new contracts were very positive, namely in ViaCatarina, Arrábida Shopping and GranCasa.

47 LETTING OF CENTRES UNDER MANAGEMENT Nr. of contracts Portugal Spain Total 87 > in review 45 New Projects Centres in Operation NEW BUSINESSES & NEW TECHNOLOGIES During 2002, the NTBD (New Technologies Business Department) launched a number of projects that add value to the company s activities by taking advantage of new Technology. The SonaeShopping brand was created at the end of 2001 and brings together a number of projects involving communications, customer loyalty, and new services to shop tenants. PORTAL SONAESHOPPING.COM This is Internet infrastructure for on-line advertising and communication between the Sonae Imobiliária Shopping Centres and the public. This portal will give access to all the sites of Shopping Centres under Sonae Imobiliária management, both in Portugal and abroad. As of 31/12/2002, the portal already included 26 shopping centre gallery sites, 20 in Portugal, 1 in Spain and 5 in Brazil. Over the next few months the roll-out to the websites of other centres under management will take place and this will then expand further to include the websites of centres at the development stage, serving as backup to other marketing activities. This portal has already had more than 13,000 page-views and has links to Sonae Imobiliária s corporate portal. PORTAL SONAESHOPPING.NET This is a highly innovative B2B tool designed for the use of shop tenants in Sonae Imobiliária shopping centres. It has already been launched in 74 shopping centres and galleries in Portugal (including the Continente and Modelo galleries), 1 centre in Spain and 2 centres in Brazil. It is now expanding to include the rest of the company s portfolio under management in Spain and Brazil, with priority for centres co-owned by Sonae Imobiliária. The main objectives of the portal are to increase the efficiency of digital (Internet) communication between the centres and their tenants, eliminating paperwork wherever possible, and to offer a range of services to tenants, (security, cleaning, maintenance, telecommunications, insurance, temporary work etc.), through a group of qualified service providers offering preferential terms. The portal has had a good tenant take-up and is already in use in over 1,500 shops. In 2002 there were over 21,000 visits to the site and almost 5,000 requests for services. SONAESHOPPING GIFT CHEQUE PROJECT This is a customer loyalty programme 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. The project is now in operation in the company s 12 shopping centres in Portugal, and the roll-out to the other centres in Spain and Brazil will soon take place. SONAESHOPPING.TV An agreement has been made with SIC (Portuguese TV operator) to set up the company SIC INDOOR, in which Sonae Imobiliária will have a 35% shareholding. The aim is to use video walls to create a flow of entertainment and information for clients in the food-courts of shopping centres. The project should generate advertising revenue both from general advertisers and from tenants of the centres. It is due to be launched in Spring 2003.

48 > in review 46 > STAFF The number of staff members involved in the management and letting of Shopping Centres was of 213 as of December 2002, an increase of 3.9% compared to staff numbers of 205 at the end of In Spain there was a bigger increase in staff numbers, from 30 people as of 31/12/2001 (including Back Office), to 75 people as of 31/12/2002 (also including Back Office). This is an increase of 150% and is due to the expansion of the company s portfolio under management with the purchase of 4 FILO Shopping Centres and to the addition of La Morea to this portfolio. > PROPERTY MANAGEMENT AND LETTING FEES As Property Management is a service business, the fees related to it need to be analysed in some detail. In Portugal and Spain the company expanded its operations and total fees related to Property Management showed a marked overall increase in 2002 (+13% compared with 2001). If the different types of fees are analysed separately, it can be seen that in 2002 overall management fees increased considerably (+21%), due to the overall expansion of the company s portfolio, while letting fees, which relate to a more cyclical activity, fell by 27%, because activity in this area peaked in 2001 and is likely to do so again in It should be noted that halfway through 2002 the Market Research Department started to invoice its services and that the New Technologies Business Department (NTBD) also issued some invoices for projects being launched. Both of these departments should show an increase in revenue in 2003.

49 Property Management net profit went up from 2.8 million in 2001 to 3.5 million in 2002, an increase of 24% As the Brazilian operations make up their own consolidated accounts, the following analysis of the company s consolidated financial performance relates only to the European operations. Property Management activities were clearly profitable in 2002, as can be seen from the table below, showing the Consolidated Account for this business. The Net profits rose from 2.8 million in 2001 to 3.5 million in 2002, an increase of 24%. The Total Income increased by 13% overall between 2001 and 2002, as the company expanded its operations. The main contributors were the opening of Plaza Mayor (in 2002), the first full year of operation of centres opened in 2001 and the management of 5 additional shopping centres in Spain (from September onwards) as a result of their acquisition. The Overheads including Personnel Costs went up by 12% in 2002, increasing less than income thanks to benefits resulting from the size of the company s portfolio, particularly in relation to back-office expenses. As a result of this, Operating Results increased by 6% between 2001 and The Financial Results are below last year because the interest rate of short-term investments was lower than in The Results Before Corporate Taxes increased from 5.1 million in 2001 to 5.6 million in 2002, an increase of 9%.

50 > in review 48 SONAE IMOBILIÁRIA PROPERTY MANAGEMENT PROFIT & LOSS ACCOUNT 31 DEC. 2002* 31 DEC. 2001* (%) 02/01 Property Management Fees 13,941 10,588 32% Letting Services Fees 2,046 2,819 (27%) Other Income 560 1,295 (57%) Total Income from Prop. Management Services 16,548 14,701 13% Common Charges Operating Defferences % General Supplies and Services 7,408 6,932 7% Personnel Costs 4,021 3,257 23% Overheads 11,429 10,188 12% Gross Operating Results 5,265 4,629 12% Depreciation % Operating Results 4,556 4,313 6% Financial Income 1,087 1,276 (15%) Financial Costs (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% percentage variation * Figures in Euro (thousands)

51 CONSOLIDATED BALANCE SHEET 31 DEC. 2002* Net Fixed Assets 711 Goodwill 10,920 Costumers 6,567 Other Assets 18,457 Cash & Deposits 24,331 > in review 49 Total Assets 60,986 Net Worth 6,219 Other Liabilities 54,768 Deferred Taxes 0 Total Liabilities 54,768 Net Worth, Minorities and Total Liabilities 60,986 * Figures in Euro (thousands) PROSPECTS FOR 2003 The prospects for 2003 are that Sonae Imobiliária will continue to expand its management, marketing and letting activities in the shopping and leisure centre sectors. In relation to Shopping Centre Management, in Portugal the company will continue to enlarge its portfolio. In 2003 Parque Atlântico, Estação Viana, and Coimbra Retail Park will open and Sonae Imobiliária Property Management will also be responsible for the extension of CascaiShopping. In Spain, although none of the projects currently under development are scheduled to open before 2004, in April 2003 CCC will begin managing Parque Principado, a shopping centre in Oviedo with over 70,000 m 2 of GLA. Sonae Imobiliária owns 25% of this centre, which opened in April From 1 January 2003, we will no longer be managing either the Eroski shopping centres and galleries or the Urbil shopping centre in San Sebastian, owned by the Lar-Grosvenor Group. In April 2003, we will start to manage shopping centres in Italy. We have already formed a partnership with the Italian company Espansione Commerciale and will be managing the Orio Center in Bergamo. This Centre has around 54,000 m 2 of GLA and is owned by the German fund CGI. In 2003 we will also be setting up a management company in Greece. The Mediterranean Cosmos project (in Thessaloniki) is scheduled to open in Some staff has already been recruited and will be trained over the coming year. The Company will also be expanding its business of marketing and letting shopping centres. A large number of developments are underway and are being marketed either by Sonae Imobiliária Property Management (as is the case for Parque Atlântico, Estação Viana and Coimbra Retail Park and the extension of CascaiShopping), or by CCC (who are responsible for Avenida M-40, Luz del Tajo, Plaza Eboli, Dos Mares and Zubiarte, which are being developed by Sonae Imobiliária, and also the projects at Elche, Fuengirola, Mijas and Gandia, which are being developed by third party companies). In Italy, Greece, Germany and Austria, we will also begin the marketing and letting of the anchor stores in centres under development, either directly through our own teams or through contracts with other companies. End of the Property Management Chapter

52 > in review 50 The Parque D. Pedro [Campinas, Brazil], the largest shopping and leisure centre in Latin America opened on 18th March. The launch of Boavista Shopping, [S. Paulo, Brazil] in October Parque D. Pedro [Campinas, Brazil] collected three awards, the most important of which was the Master Imobiliário 2002 in the retail category

53 Total rent income for shopping centres owned or co-owned grew by 55.8% in Reais > in review 51 NAV of the shopping centres owned or co-owned in Brazil grew by 86 million > brazil < THE MAIN EVENTS OF 2002 Sonae Imobiliária managed shopping centres had over 53.5 million visits, a growth by 20.8%

54 > DEVELOPMENT OF SHOPPING CENTRES Boavista Shopping is being developed in Santo Amaro, in São Paulo, and it is due to open in April About 60% of the GLA has already been let. The estimated development cost is 18 million. In July 2002 the Board of the Company approved the investment in the extension of Shopping Penha, in the city of São Paulo. The total development cost is estimated at 11.6 million and the GLA of the Centre will be Increased by about 12,300 m 2. BRAZIL Shopping Penha (Expansion) Boavista Shopping Location S. Paulo, SP S. Paulo, SP Opening Date April 2004 April 2004 Catchment Area 653,000 inhab. 340,000 inhab. GBA (m 2 ) +17,500 40,000 GLA (m 2 ) +12,300 24,000 Nº of parking places ,160 Anchor Stores +3 3 Shop Units Nº of Restaurants 13 Gross Investment ( ) 11.6 million 18 million Developers Sonae Enplanta Sonae Enplanta Owners Sonae Imobiliária and others Sonae Imobiliária (95%)/ Sonae Enplanta (5%) > INVESTMENT IN SHOPPING CENTRES Sonae Imobiliária opened the Parque D. Pedro in Campinas, in the state of São Paulo on 19th March This Centre is the largest shopping and leisure centre in Latin America. There are 360 shops and 108,000 m 2 of GLA. The total rents generated by the shopping centres owned or co-owned by Sonae Imobiliária in Brazil grew by 55.8% in Reais. If we exclude the opening of Parque D. Pedro

55 BRAZIL GROSS RENTAL INCOME 2002* 2001* (%) 02/01 Shopping Penha 1,776 3,653 (51.4%) Shopping Franca (36.7%) Shopping Metrópole 3,062 5,053 (39.4%) Pátio Brasil 3,691 5,407 (31.7%) > in review 53 Tivoli Shopping 1,081 1,875 (42.3%) Parque D. Pedro 4,710 0 n.a. Total 14,904 16,910 (11.9%) percentage variation * Figures in Euro (thousands) the growth in Reais was 6.6%. Converted into Euro this amounts to a fall of 11.9% compared with The occupancy rate of the portfolio at the end of 2002 was 85%. It should be noted that the growth in rents has been negatively affected by the substantial devaluation of the Brazilian Real. The open market value, as of 31st December 2002, of the Brazilian shopping centres in operation was 97 million, a growth of 88 million resulting exclusively from the opening of Parque D. Pedro. It should be noted that once again this growth was strongly affected by the devaluation of the Brazilian Real. Centre Sonae Share 31 Dec Gross Book Value in 31 Dec Open Market Value in 31 Dec Fx Gain Value Created in 2002 Value Created in 2001 Shopping Penha 7% , (467) 49 Shopping Metropole 5% 339 1,116 1, Tivoli Shopping 13% 848 1,212 1, Franca Shopping 16% 1, Pátio Brasil Shopping 5% 353 1,683 2,962 1, Parque D. Pedro 98.47% 57,667 91,634-13,733 47,701 - TOTAL 60,761 97,023 9,137 17,826 48,

56 > in review > PERFORMANCE OF CENTRES UNDER MANAGEMENT Unishopping, a company wholly owned by Sonae Enplanta, currently manages six centres, all of which Sonae Imobiliária is co-owner either directly or through Sonae Enplanta. In these centres there are 1,115 contracts and 223,725 m 2 of GLA. 54 CENTRE VISITS SALES (%) 02/ * 2001* (%) 02/01 Parque D. Pedro 12,395 - n.a. 96,026 - n.a. Shopping Penha 10,843 13,522 (19.8%) 24,179 34,475 (29.9%) Shopping Franca 3,981 5,766 (30.9%) 17,015 21,760 (21.8%) Shopping Metrópole 8,630 8,908 (3.12%) 54,849 56,102 (2.2%) Pátio Brasil 10,997 7, % 36,695 54,448 (32.6%) Tivoli Shopping 6,659 8,609 (22.6%) 17,635 29,804 (40.8%) Total 53,507 44, % 246, , % Total (like-for-like) 02/01 37,688 37,296 (7.2%) 150, ,590 (23.5%) percentage variation * Figures in Euro (thousands) Number of visitors (thousands) Overall there were 53.5 million visitors to these shopping centres in 2002 (an increase of 20.8% over 2001) which generated sales of more than million Reais ( million) a growth of % (in Reais), compared to the same period in On a likefor-like basis the number of visitor fell by 7.2% and sales rose by 8.23%. > FINANCIAL PERFORMANCE OF THE SHOPPING CENTRES BRAZIL BUSINESS The total contribution of this business of the company to the Consolidated Profit was 30.3 million. This business includes investment (Sonae Enplanta and Parque D. Pedro), management (Unishopping), and development (Sonaeimo and Boavista Shopping) of shopping centres. Parque D. Pedro was transferred from development to investment when it opened to the public in The Gross Operating Profit of Investment in Shopping Centres was 7.3 million, compared with 848 thousand in This growth resulted from the opening to the public of Parque D. Pedro in the middle of March. This Operating Profit also included a non-recurring element of 2.3 million relating to key money (deducted from the letting costs) recognized in the accounts of Parque D. Pedro at the time of its opening. In relation to Property Management, the income from Property Management Services amounted to 1.6 million, derived from contracts for management services of the five shopping centres in which Sonae Enplanta has a share and from the inclusion of the property management of Parque D. Pedro in the management portfolio of Unishopping. The income from Property Development amounted to 241 thousand, derived from development services provided by Unishopping and by Sonaeimo to projects under development. The Financial Costs relate to local financing charges and exchange differences on the loans made by the shareholders to Parque D. Pedro ( 7.6 million). The Financial Income results from the capitalisation of interest on the development of Parque D. Pedro, until its opening in March Other Non-Recurring Income/(Costs) of 737 thousand resulted from the sale of the C&A shop in Parque D. Pedro. Non-Realised Property Profits of 47 million arose almost exclusively from the revaluation of Parque D. Pedro as of 1/12/2002. Deferred tax is calculated based on this amount.

57

58 SHOPPING CENTRES BRAZIL PROFIT AND LOSS ACCOUNT** 31 DEC. 2002* 31 DEC. 2001* > in review 56 Fixed Rental Income 6,903 1,056 Turnover Rental Income Key Money Income 5, Other Income Total Shopping Centre Operating Income 13,809 1,306 Property Management Services Common Charges from Vacant Units Letting & Marketing Costs 3,667 0 Income Tax Centre Owner Contribuitions to Promotion Funds Other Costs Total Shopping Centre Operating Costs 6, Parking Income Parking Costs Parking Net Operating Margin Centre Net Operating Margin 7, Income from Project Development Services Income from Property Management Services 1,637 1,309 Total Income from Service Rendered 1,877 2,184 General Supplies and Services 1,005 1,033 Personnel Costs 1,327 1,249 Structure Costs 2,331 2,281 Gross Operating Results 6, Depreciation Provisions Operating Results 6, 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 Direct Profits (911) (59) Non-realized Property Profit (IAS 40) 47, * Figures in Euro (thousands) ** Non-comparable figures. Parque D. Pedro only began operating in March CONTINUATION

59 CONTINUATION PROFIT AND LOSS ACCOUNT 31 DEC. 2002* 31 DEC. 2001* Total Indirect Income From Investments 47, Deferred Tax 16,198 (235) Indirect Profit 31, > in review 57 Total Net Profit 30, * Figures in Euro (thousands) CONSOLIDATED BALANCE SHEET 31 DEC. 2002* Properties 100,794 Investments 97,023 Project under Development 3,771 Deferred Taxes 3,650 Costumers 2,480 Other Assets 768 Deposits 650 Total Assets 108,342 Net Worth (46,381) Minorities 1,237 Shareholder Loans 134,479 Bank Loans 934 Other Liabilities 3,615 Deferred Taxes 14,458 Total Liabilities 153,486 Net Worth, Minorities and Total Liabilities 108,342 * Figures in Euro (thousands) End of the Brazil Chapter

60 > environmental management > in review 58 > SONAE IMOBILIÁRIA REVIEWED AND IMPROVED ITS ENVIRONMENTAL MANAGEMENT SYSTEM In 2002 in compliance with Norm ISO Sonae Imobiliária reviewed the operational procedures of its Environmental Management System (EMS) and defined procedures for the Real Estate Development sector of its business. These procedures, three in total, were structured according to the logic of this development business. New Businesses Defines how to evaluate possible environmental issues relating to land and properties to be purchased. Design and Development Defines environmental requirements for Sonae Imobiliária s projects. Its main objective is to promote eco-efficiency by implementing common requirements for all projects regardless of the country where they are located. Environmental Management of Building Works Defines environmental requirements during construction and establishes environmental management rules for building works. > THE IMPLEMENTATION OF EMS WAS STARTED IN PROJECTS UNDER DEVELOPMENT In 2002, as a result the implementation of New Business Procedures, an Environmental Due Diligence study of soil utilization and contamination, was done on all land purchased. These studies follow the general "Standard Practice for Environment Site assessment" methodology published by the American Society for Testing Materials (ASTM, 2000). During the year Sonae Imobiliária did not make any land purchase that had environmental problems. Implementation of Procedures for Design and Development was started in 2002 in the majority of projects in the course of development in the Iberian Peninsula (Parque Atlântico, Estação Viana, Luz del Tajo,

61 Dos Mares, Plaza Eboli), and environmental audits of the projects for water supply and drainage, management of waste and acoustics, were also made on centres being developed in Portugal. In relation to the environmental requirements to be applied in the projects, it should be noted that Sonae Imobiliária chose to abandon the BREEAM (Building Research Establishment Environmental Assessment Scheme) methodology and to create its own. This new "Environmental Standards for Retail Developments" methodology is not only based on the requirements which the company has already defined, but also takes into account internationally recognized requirements for the environmental certification of buildings. In addition, a search engine for the requirements data base was developed which is available on the Internet for project managers and designers. The implementation of Building Works Management Procedures was started in Estação Viana in 2002, thereby ensuring that the environmental impact resulting from the building works was reduced and controlled. We implemented, in December 2002, a noise monitoring system at Estação Viana in order to minimize its impact in the surroundings. > PROCEEDING WITH EMS IMPLEMENTATION IN CENTRES THAT ARE ALREADY OPEN The implementation of EMS continued in the Shopping Centres in Portugal, and the implementation and coordination of EMS was begun in centres where Sonae Imobiliária is the owner or co-owner, in Spain and in Brazil. EMS monitoring went on as in previous years and in the second semester the centres in Brazil were also included. Monitoring was focused especially on the areas of waste and energy, the environmental areas which are most relevant in operational terms. It is important to note that the method used in quantifying waste was altered as a result of recommendations made in the audit of waste management systems that took place in each centre at the beginning of Toneladas Total waste produced by Shopping Centres in Portugal* Recycled Total *These amounts include figures from GuimarãeShopping, MaiaShopping, NorteShopping, ViaCatarina, GaiaShopping, CoimbraShopping, Centro Colombo, Centro Vasco da Gama, CascaiShopping, AlgarveShopping, MadeiraShopping

62 Rates of Recycling of Waste in Shopping Centre in Portugal* > in review *These amounts include figures from GuimarãeShopping, MaiaShopping, NorteShopping, ViaCatarina, GaiaShopping, CoimbraShopping, Centro Colombo, CascaiShopping, AlgarveShopping, MadeiraShopping Recycling Rate The rate of recycling of waste has been increasing, not only due to the awareness campaigns directed at shopkeepers, making them constantly aware of the importance of correctly sorting waste, but also to a gradual improvement in infrastructure which will support separate waste collection, for instance in the Food Courts. > THE MANAGEMENT OF ENERGY IN SHOPPING CENTRES IN PORTUGAL HAS IMPROVED The reduction in energy consumption in 2002 is not only the result of measures taken on a managerial level, such as new timetables/programming of equipment working hours and lit areas, but is also due to specific energy rationalisation programmes, such as the Greenlight Programme in which the Centro Colombo participated. This a voluntary Community Programme aimed at controlling CO 2 emissions in an economically viable way, for instance by reusing already existing lighting installations. After joining the Greenlight Programme, the savings obtained became obvious. Because of these modifications to its lighting system, Centro Colombo saved around 400,830 Kwh/year. In spite of this better performance, the levels of energy consumed in the running of the Shopping Centres led to a programme being started in 2002 of in-depth research in order to identify energy efficiency levels, which could become benchmarks for the Shopping Centre sector. Mwh Energy consuption Energy consumption in Shoppng centres in Portugal* *These amounts include figures from GuimarãeShopping, MaiaShopping, NorteShopping, ViaCatarina, GaiaShopping, CoimbraShopping, Centro Colombo, CascaiShopping, AlgarveShopping, MadeiraShopping

63 > in review 61 The reduction in energy consumption in 2002 is not only the result of measures taken on a managerial level, such as new timetables/programming equipment working hours and lit areas, but is also due to specific energy rationalisation programmes. Actual Benchmark Centro Colombo Arrábida Shopping ViaCatatarina GaiaShopping MadeiraShopping MaiaShopping CascaisShopping AlgarveShopping NorteShopping GuimarãesShopping CoimbraShopping positive difference negative difference Comparison Between consuption benchmarks for shopping centres and actual consumption in Soane Imobiliária s shopping centres in Portugal (2001 Data) The amount of consumption by Sonae Imobiliária as shown in these figures will still be "reviewed" in accordance with endogenous factors (e.g. the presence of skylights, inefficient air conditioning) and/or exogenous factors (e.g. climate), which at the moment have a negative influence on these results. The work to define the weightings of the "correction" to be made was also started in 2002 and will be finished next year. A pilot study was started in ViaCatarina in 2002 to evaluate the energy efficiency of the development. This work, to be concluded in 2003, will enable real time consumption figures to be obtained, thus enabling action to be taken immediately in those areas where there are deviations from the expected amounts, thereby avoiding waste of energy.

64 Energy consumption in Centro Colombo s Carparks > in review 62 Kwh Nov 01 Dec 01 Jan 02 Feb 02 New projects > THE RESULTS OF EMS IN THE SHOPPING CENTRES In order to assess the results of EMS, environmental audits were carried out in 2002 on all shopping centres in Portugal and Spain, and every recommendation was analysed, budgeted and included in the respective investment plans and Environmental Action Plans for > ENVIRONMENTAL AWARENESS In October 2002 the Board of Directors attended a Workshop on "Sustainable Development", during which various guidelines for Sonae Imobiliária were identified aimed at Sustainable Development. As in previous years, various events to promote Environmental Awareness among visitors were also held at Shopping Centres. The Campaign "Trip to TetraPak World" was promoted in the Centres in Portugal, endeavouring to create awareness among visitors of the importance of waste separation and of the recycling process of TetraPak s packaging. Also waste separation was the theme of a campaign in Shopping Centres in Brazil, like TivoliShopping, to make visitors aware of correct environmental behaviour. Surveys among visitors to Plaza Mayor Spain and Parque D. Pedro Brazil reveal once more the importance visitors place on environmental management in this type of development. in 2002 environmental audits were made in all the centres operating in Portugal and Spain

65 RESULTS OF SURVEYS AMONG VISITORS TO PLAZA MAYOR - SPAIN AND PARQUE D. PEDRO - BRAZIL 100 % 90 % 80 % 70 % 60 % 50 % 40 % 30 % 20 % 10 % 0 % Plaza Mayor (Spain) Parque D. Pedro (Brazil) Importance of the Centre s environmental management Consider that the Centre is Managing the environment WATER CONSUMPTION IN CENTRO COLOMBO Water management audits were made in every shopping centre in Portugal. The audit s objective was to analyse the way the systems were operating, to identify solutions for technical/operational problems/flaws resulting in waste and consequently to define a plan to monitor water consumption in order to detect any problem, in real time, and to avoid excessive and unnecessary waste of this resource. The auditors recommendations were implemented in Centro Colombo and as a result a 35% reduction in consumption was achieved, which meant a yearly saving of the order of 127,847 (taking water at a cost of 1.11/ m 3 ). m water consumption visitors place a lot of importance on environmental management in shopping and leisure centres End of the Environmental Management Chapter

66 > in review 64 > OPEN MARKET VALUE OF THE SONAE IMOBILIÁRIA PROPERTIES The Company has published every year, since 1997, the open market valuation of its properties as prepared by an independent entity, Cushman & Wakefield Healey & Baker. > OPEN MARKET VALUE OF THE PROPERTIES AS OF 31 DECEMBER 2002 Sonae Imobiliária, in accordance with its strategy, is focused on shopping and leisure centres they represent practically all of the open market value of the properties attributable to the Company. The Company s real estate assets were valued as of the 31 December 2002 at 2,837 billion ( 2,348 billion in 2001). Of that amount, the part attributable to Sonae Imobiliária was 1,641 billion ( 1,361 billion in 2001) this represents a growth of 279 million or 20.5% in relation to The geographical distribution of Sonae Imobiliária Properties Open Market Value, as of 31/12/2002 was as follows: Europe 92.9% [ 1,524 million] Brazil 7.1% [ 117 million] > NAV OF THE PROPERTIES ASSUMPTIONS ON NAV CALCULATIONS Starting in 2001, the Company decided to adopt International Accounting Standards (IAS) in the preparation of its consolidated accounts. The IAS lead to the open-market value of the investment properties being reflected in the Company s Balance Sheet. We do not believe however that the Net Asset Value resulting from such a Balance Sheet truly reflects the value of the Company and this basically for two reasons. First, in accordance with IAS, the properties under development or held for sale are not booked at market value. In the case of Sonae Imobiliária, the shopping centres under development are therefore booked at historical cost. The underestimation of value in these properties can be significant. Second and more importantly, in accordance with IAS, deferred taxes are booked in connection with the latent capital gains arising from investment properties. From the Company s point of view, this deduction for deferred taxes is arguable. In a property sale, the market practice is not to sell the asset itself but to sell the corporate vehicle holding it. And, in fact, in several jurisdictions, capital gains arising from the sale of shares are tax-sheltered. For these reasons, the Company calculates and publishes a NAV that results from valuing all of its properties on an open-market basis and includes no deduction for deferred taxes. The calculation now presented is consistent with the NAV calculations published in previous years. It is hoped that a better perception of the value of the Company is obtained in this way. > NAV OF THE PROPERTIES AS OF 31 DECEMBER 2002 As in last year, the chart below compares open market value of the properties with their respective historical costs (net of depreciation) as of the 31 December The difference between both amounts gives an approximation of the return generated by each property (excluding the effect of the property s previous year s results). Please note that the concept of "value created" is different from the concept of "valuation surplus" shown in the accounts. Both correspond to the difference between market value and the historical cost of the property. However, to calculate "value created" we have used a definition of historical cost that is different from the one used to calculate "valuation surplus" in the accounts. When calculating "value created", the historical cost of the property includes marketing and letting costs (as addition to the investment) and key money received (as a deduction to the investment).

67 The accounts, however, treat these amounts, respectively, as cost and income of the year and not as part of the investment. The NAV as of 31 December 2002, of the properties attributable to Sonae Imobiliária (in Portugal and abroad as per chart) reached 1,037 billion versus 934 million on the 31 Dec The growth was 103 million or 1.1%. The NAV per share of the properties attributable to the Company was versus as of 31 Dec NET ASSET VALUE Europe Brazil Spel Total NAV of total Real Estate assets owned Open Market Value 1,537, ,676 16,296 1,670,864 million Euro 1,200 Investment Properties 1,383,893 95, ,479,332 1,037 1, Development & Others 153,999 21,237 16, , Total Debt (684,500) (12,267) (696,767) 600 Other Net Assets 70,036 3, , Dividend (9,750) (9,750) 200 > in review 65 NAV , ,676 4,104 1,037, /12/97 31/12/98 31/12/99 31/12/00 31/12/01 31/12/02 > financial situation and results > FINANCIAL PERFORMANCE Adoption of International Accounting Standards The Company, as mentioned before, decided to use International Accounting Standards (IAS) when preparing the consolidated accounts for The main differences between IAS and the Portuguese Accounting Standards previously used by the Company are as follows: Properties held as investments are revalued annually on the basis of an independent open-market valuation (since 1997 Sonae Imobiliária has published the independent open-market valuation of its properties); The variations in the value of properties held as investments, or properties under development which are completed and go into operation during the year, are booked as gains or losses of that same year; Deferred taxes are booked those gains or losses; Given that the investment properties are booked at open-market value every year, no charge for depreciation is booked; Debt and financial derivatives are also booked at open-market value.

68 > in review 66 SONAE IMOBILIÁRIA ORGANIZATION The restructuring that took place in December 2000 was designed to adjust the Group s legal structure to its several businesses; Shopping Centre Development, Shopping Centre Investment, Shopping Centre Management, Shopping Centres Brazil, Car Parks and Residential Development. The organization of Sonae Imobiliária, with the exception of Residential Development, which has been sold, still stands and can be illustrated as follows: SONAE IMOBILIÁRIA SGPS Sonae Imobiliária Serviços Apoio a Empresas Sonae Imobiliária Brasil, B.V. Sonae Imobiliária Assets, SGPS Sonae Imobiliária Developments, SGPS Sonae Imobiliária Property Management, SGPS SPEL, S.A. Sonae Imobiliária Asset Management, SGPS Sonae Imobiliária Developments, S.A. Sonae Imobiliária Gestão, S.A. Holding Companies Sonae Enplanta, S.A. Holding Companies Sonae Imobiliária Desarollos, S.A. Sonae Imobiliária Itália, SRL CCC Consultoria Centros Comerciales, S.A. Sonae Imobiliária Itália Property Management, S.A. UniShopping S.A. Sonae West Shopping, A.G. Sonae Charagionis Services, S.A. At the end of the year, Sonae Imobiliária had a team of 607 employees, 401 working in Portugal, 81 in Spain, 16 in Germany, 5 in Greece, 5 in Italy and 99 in Brazil. Of this total, 558 work in the shopping centre business and 49 in SPEL

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70 > ORGANIZATION AND PEOPLE The Board of Directors of Sonae Imobiliária remained unchanged in 2002, both in terms of the number of members and their respective responsibilities. There are nine Directors on the Board, of whom four are non-executive: Belmiro Mendes de Azevedo NON-EXECUTIVE CHAIRMAN Angelo Ribeirinho Paupério NON-EXECUTIVE DIRECTOR Jeremy Henry Moore Newsum NON-EXECUTIVE DIRECTOR Neil Leslie Jones NON-EXECUTIVE DIRECTOR

71 Álvaro Portela PRESIDENT AND TAKING DIRECT RESPONSIBILITY FOR INSTITUTIONAL RELATIONS,ENVIRONMENT AND CORPORATE COMMUNICATION João Pessoa Jorge DIRECTOR, RESPONSIBLE FOR ALL THE COMPANY S BUSINESS IN BRAZIL WHERE HE RESIDES EXECUTIVE MEMBERS OF THE BOARD José Edmundo Figueiredo DIRECTOR, RESPONSIBLE FOR FINANCE, MANAGEMENT CONTROL, ASSET MANAGEMENT, LEGAL, MERGERS AND ACQUISITIONS AND BACK OFFICE Pedro Caupers DIRECTOR, RESPONSIBLE FOR ALL THE COMPANY S OPERATIONS, INCLUDING SHOPPING CENTRE MANAGEMENT, MARKETING AND LETTING Fernando Guedes de Oliveira DIRECTOR, RESPONSIBLE FOR EXPANSION, DEVELOPMENTS, DESIGN AND ARCHITECTURE OF SHOPPING AND LEISURE CENTRES

72 SENIOR DIRECTORS > in review 70 José Quintela RESPONSIBLE FOR DEVELOPMENT, CONCEPT AND ARCHITECTURE José Falcão Mena RESPONSIBLE FOR NEW BUSINESSES IN IBERIA AND FRANCE Adrian Ford RESPONSIBLE FOR NEW BUSINESSES IN EUROPE (EXCEPT IBERIA) Joaquim Pereira Mendes RESPONSIBLE FOR LEGAL, MERGERS AND ACQUISITIONS

73 Ana Guedes Oliveira RESPONSIBLE FOR INVESTMENTS AND ASSET MANAGEMENT Luís Marques RESPONSIBLE FOR BACK-OFFICE Pietro Malaspina RESPONSIBLE FOR ALL ACTIVITY IN ITALY, WHERE HE RESIDES João Correia Sampaio RESPONSIBLE FOR SHOPPING CENTRE MANAGEMENT IN PORTUGAL Ted Kupchevsky RESPONSIBLE FOR SONAE WESTSHOPPING ACTIVITY IN GERMANY, WHERE HE RESIDES

74 > in review 72 > Analysis of Consolidated Accounts > PROFIT AND LOSS ACOUNT In consolidated terms, the total income of Sonae Imobiliária in 2002 amounted to million ( million in 2001), which represents a growth of 4% over the previous year. In 2002, the Company altered the procedures to annual intra-group transactions between Property Management Companies held at 100% and Property Investment Companies consolidated under the proportional method. This alteration produced an equal amount reduction on the Total Direct Income and Total Direct Costs of the consolidated accounts. This adjustment was also made in 2001 ( million) for comparison purposes. As previously stated, Prædium Sonae Imobiliária s residential Development company was sold in March If the Total Direct Income from both 2002 and 2001 would be excluded from Prædium s contribution then the growth experienced by the Total Direct Income in 2002 would be 25.3%. This increase was due to the inclusion of AlgarveShopping, MadeiraShopping (Portugal) and Parque Principado (Spain) during the full year, the inauguration of Plaza Mayor (Spain) and Parque D. Pedro (Brazil) and to the organic rent growth of existing operating centres. Sonae Imobiliária closed the financial period of 2002 with total earnings of million

75 CONSOLIDATED PROFIT AND LOSS ACCOUNT 31 DEC. 2002* 31 DEC. 2001* (%) 02/01 Total Direct Income from Investments 126, ,515 20% Property Management Fees 15,988 13,407 19% Development Fees 8,796 6,827 29% SPEL - Car Parking 2,215 1,578 40% Prædium- Residencial 5,517 46,775 (88%) > in review 73 Common Charges and Other Income 78,345 52,997 48% Total Direct Income from Investments 237, ,100 4% General Supplies and Services 109, ,833 (13%) Personnel Costs 20,078 18,605 8% Other Costs 12,605 9,909 27% Total Direct Costs from Investments 141, ,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, ,533 43% Indirect Income from valuation of Investments (IAS 40) 166, ,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, ,508 24% Minorities 5,074 (375) - TOTAL NET PROFIT AFTER MINORITIES 144, ,883 19% percentage variation * Figures in Euro (thousands) The results of the Company under IAS have two main components. The first, the Direct Profit from Investments, was 63 million ( 57.5 million in 2001) corresponding to the operating profit which shows a significant growth over 2001 (10%), both due to organic growth, and as a result of the centres that went into operation during this period. The second component corresponds to Indirect Investment Profit ( million versus million in 2001) and is divided between Gains on the Revaluation of Properties ( compared to million in 2001) and the Gain on Sale of Investments ( 14.7 million in 2001). From these amounts, deferred taxes of 63.8 million ( 39.0 million in 2001) were deducted. EBITDA reached 95.5 million ( 73.8 million in 2001) growing 30% as a consequence of the organic growth and the addition of shopping centres to the portfolio in 2001 and Net Financial Costs came to 29.8 million ( 14.5 million in 2001), reflecting the ambitious international expansion plan of the Company and the unfavourable foreign exchange rate result coming from shareholders loans made to Brazilian companies.

76 > in review 74 the company s asset base was increased due whether to investment or added value Corporation Tax due is 16.7 million (14.6 million in 2001), representing a low tax rate since it is computed on the basis of profits calculated in accordance with the Portuguese Accounting System. The Net Profit came to million compared with million in > SONAE IMOBILIÁRIA INVESTMENTS PROPERTIES 31 DEC. 2002* 31 DEC. 2001* (%) 02/01 Investments Properties 1,498,889 1,162, % Properties Under Development 176, , % Goodwill 19,424 1,170 1,559.6% Other Assets 159, , % Cash 90, ,566 (37.7%) Total Assets 1,944,440 1,589, % Net Worth 697, , % Minorities 26,117 8, % Loans 787, , % Other Liabilities 134, ,244 (35.6%) Deferred Taxes 298, , % Total Liabilities 1,220, , % Net Worth, Minorities and total Liabilities 1,944,440 1,589, % percentage variation * Figures in Euro (thousands) The financial position of Sonae Imobiliária remains sound. Debt (corresponding to Loans and Other Liabilities, Current and Non- -Current less Cash) increased during the year, from 459 million to 697 million. At the same time, the Company s asset base increased, resulting from investment and from the increase in values of the properties (with the corresponding increase in Net Worth). In consequence, Gearing (measured as Indebtedness divided by Total Assets less Cash) grew only from 35% to 37.4%, which we consider a comfortable level. Financial Ratios Ratios Actual 2002 Actual 2001 Gearing 37.4% 35.0% Interest Cover End of the Analysis of Consolidated Accounts Chapter

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78 > in review 76 > PROSPECTS The company will continue to have its base in the European market, where it will never have less than 80% of its NAV. It will stay focused on the markets where it is already present, developing new projects, but also renovating and expanding existing projects, always with the objective of delivering innovative and high quality products. The Company will be alert to the consolidation of the sector in Europe, a process in which it expects to participate whenever opportunities arise that fit with its strategy. Therefore, it is still the objective of Sonae Imobiliária to become one of the leading European companies in Shopping and Leisure Centres. Sonae Imobiliária s main objective is to have quality and innovative products