2. Disclaimer
► The material that follows is a presentation of general background information about Sonae Sierra Brasil S.A. and its subsidiaries
(the “Company”) as of the date of the presentation. It is information in summary form and does not purport to be complete. It is not
intended to be relied upon as advice to potential investors and does not form the basis for an informed investment decision. This
presentation is strictly confidential and may not be disclosed to any other person. No representation or warranty, express or
implied, is made concerning, and no reliance should be placed on, the accuracy, fairness or completeness of the information
presented herein.
► This presentation may contain statements that are forward-looking within the meaning of Section 27A of the U.S. Securities Act of
1933, as amended (the “Securities Act”) and Section 21E of the U.S. Securities Exchange Act of 1934. Such forward-looking
statements are only predictions and are not guarantees of future performance. Investors are cautioned that any such forward-
looking statements are and will be, as the case may be, subject to many risks, uncertainties and factors relating to the operations
and business environments of the Company and its subsidiaries that may cause the actual results of the Company to be materially
different from any future results expressed or implied in such forward-looking statements. No person has any responsibility to
update any such information.
► This presentation does not constitute an offer, or invitation, or solicitation or an offer, to subscribe for or purchase any securities.
Neither this presentation nor anything contained herein shall form the basis of any contract or commitment.
2
3. Index
4 Company Fundamentals
7 Market and Sector Fundamentals
11 Our Portfolio
15 Growth Strategy
21 Operational and Financial Indicators
25 Recent Events
Parque D. Pedro Shopping ‘s Food Court (Campinas) 3
4. Sonae Sierra Brasil at a glance
One of the leading developers, owners and operators of top quality and regionally dominant
shopping centers in Brazil
Announced GLA Growth (2011 – 2013)(1)
► 11 shopping centers owned and managed (403k sqm total GLA)
(‘000 sqm)(2)
Operating ► Occupancy rate of 98.5%(3)
Expansion / Greenfield
Expertise
► Solid margins (EBITDA = 76.8% and FFO = 77.4%) Owned GLA Growth (%)
► Greenfield Expertise (62.4% of GLA)
181 +86.9%
► Leverage on the expertise, tenant relationships and market
recognition of our shareholders: Sonae Sierra SGPS and DDR
122 +45.2%
Shareholders: Corp (NYSE: DDR)
solid base ► Best-in-class controlling shareholders with significant experience in
the sector
104 +42.9%
► 33.35% free float
► Defined Growth strategy: focus on low served cities’ middle class 135 +32.2%
► Largest secured growth in the sector: 2 greenfields under
Secured
construction, 1 greenfield and 3 expansions recently concluded
Growth
almost doubling our owned GLA 141 +17.5%
► 3 other expansions already defined
Note: (1) As of March 31, 2012
(2) Referrers to shopping center’s GLA only.
.(3) Excluding Uberlândia Shopping
4
5. Ownership Structure
Sonae Sierra Brasil benefits from best-in-class corporate governance and globally recognized
sector expertise, arising from a solid and engaged controlling shareholders
Post-IPO Ownership Breakdown Controlling Shareholders
Sierra Brazil 1 BV
Free Float
33.35%
Sierra
Brazil 1 ► Over 45 years of history ► Over 21 years of history
BV
66.65% ► One of the largest ► One of the largest developers
developers and operators of and operators of shopping
shopping centers in US centers in Europe
► 12 mm sq m in total GLA
► Over 2.0 mm sq m in total
► NYSE listed, SOx Compliant GLA
► Equity value of US$3.9 ► 50/50 joint-venture between
billion(1) Sonae and Grosvenor
► NAV: €1.1 billion(2)
Note: (1) as of March 7, 2012
(2) as of December 31, 2011
5
6. Index
4 Company Fundamentals
7 Market and Sector Fundamentals
11 Our Portfolio
15 Growth Strategy
21 Operational and Financial Indicators
25 Recent Events
Manauara Shopping (Manaus) 6
8. Attractive shopping center industry
fundamentals
Despite recent growth, decreasing vacancy rates and low penetration vis-à-vis developed
markets indicate significant room for new shopping centers in Brazil
Shopping centers in Brazil Shopping centers sales - CAGR (08-11): 16%
15.4%
419 14.0% 14.0%
13.7%
381
359
342
109.1
89.5
78.8
70.1
2008 2009 2010 2011e
2008 2009 2010 2011e Sales (R$ billion) % of Total Retail Sales
Source: IBOPE Source: IBOPE
Low shopping center market penetration Brazilian Shopping centers growth by region: 2014e
Total GLA (m²) / 1,000 inhabitants (2010)
Southeast 2010 Southeast 2014
205 +29% 265
2,180 South 2010 South 2014
1,290 73 +15% 84
Northeast 2010 Northeast 2014
Average: 49 55 +20% 66
Mid West 2010 Mid West 2014
143 37 +16% 43
81 91 42
53 34 31 34
North 2010 North 2014
USA Canada Mexico DF SP PR AM GO MG Other BR 11 +72% 19
states
Source: ABRASCE and IBGE. Source: IBOPE
8
9. Fast growing middle class
Over 40 million people have moved upwards into the middle class, while middle class
disposable income has tripled
Increasing middle class Middle class: disposable income(1) (R$/month)
2005 2011 +198%
363
Population: 182 mm Population: 191 mm
122
Upper class
A+B 2005 2011
15% 22% R$ 30 billion increase in monthly disposable
+16 mm people income
Middle class
Total credit to individuals outstanding (R$ bn)
C 34%
600 6.8x
54%
+40 mm people 400
Lower class
D+E 200
51%
24% - 48 mm people
-
Jan-01 May-02 Sep-03 Jan-05 May-06 Sep-07 Jan-09 May-10
Source: Cetelem “O Observador 2012” Note: (1) Income available for spending and saving
Source: Cetelem “O Observador 2012”, IBGE and Itau Securities
Sonae Sierra Brazil is strategically positioned to capture the middle class consumption
growth, as it entails over 80% of its target audience
9
10. Index
4 Company Fundamentals
7 Market and Sector Fundamentals
11 Our Portfolio
15 Growth Strategy
21 Operational and Financial Indicators
25 Recent Events
Shopping Penha (São Paulo) 10
11. Focus on dominant malls in underserved medium
and large cities, targeting middle class customers
Sonae Sierra Brasil has an established footprint in the State of São Paulo and its growth strategy
is based on offering high quality, market dominant developments in underserved regions
Core portfolio: 9 properties Development strategy: 2 opened and 2 greenfields
Total GLA 2010: 298k sq m Total GLA 2013: 552k sq m
Owned GLA 2010: 151k sq m Owned GLA 2013: 389k sq m
Owned GLA concentration
Manaus 54.9% 45.1%
São Paulo Other States
Core Portfolio of Assets Manauara Shopping
► Manaus (AM)
► Population: 1,832k
# of competitors in area of influence ► GLA: 46.8k sq m Goiânia
► Occupancy rate: 98.8%
Parque D. Pedro 2 Uberlândia
Boavista 2
Penha 2 Londrina
Franca 1
Tivoli 1
Parque D. Pedro
Metrópole 2
► Campinas (SP)
► Population: 1,089k
Pátio Brasil 2
► GLA: 121.1k sq m # of cities with more than 300k
► Occupancy rate: 98.8% Greenfield inhabitants in Brazil
Plaza Sul 1
► Over 20 mm visits in 2010
Recently opened mall + 81
Campo Limpo 2
Shopping centers Shopping centers
Strong track record in Brazil’s most dynamic region Growth strategy focused on underserved regions
11
12. Portfolio
Our portfolio is composed by 11 operating shopping malls, totaling 2,215 stores, 403 thousand sqm of total GLA
and 254 thousand sqm of owned GLA. Until 2013 there will be more 2 new malls, adding 118 thousand sqm of
owned GLA to the portfolio
1. Parque D. Pedro 8. Shopping Plaza Sul
► Campinas (SP) ► São Paulo (SP)
► GLA (sqm): 121.0 ► GLA (sqm): 23.2
► Stores : 402 ► Stores : 221
► 98.4% of GLA leased ► 99.4% of GLA leased
2. Boavista Shopping 9. Shopping Campo Limpo
► São Paulo (SP) 10 ► São Paulo (SP)
► GLA (sqm): 16.0 ► GLA (sqm): 22.3
► Stores : 148 ► Stores : 148
► 94.7% of GLA leased ► 99.2% of GLA leased
3. Shopping Penha 10. Manauara Shopping
► São Paulo (SP) ► Manaus (AM)
► GLA (sqm): 29.7 7 ► GLA (sqm): 46.8
► Stores : 198 13 ► Stores : 231
► 98.2% of GLA leased 11 ► 99.5% of GLA leased
4. Franca Shopping 11. Uberlândia Shopping
► Franca (SP) 12 ► Uberlândia (MG)
► GLA (sqm): 18.5 ► GLA (sqm): 45.3
► Stores : 106 ► Stores : 201
► 99.5% of GLA leased 4 ► 93.0% of GLA leased
5
5. Tivoli Shopping 12 Boulevard Londrina
► Santa Barbara d'Oeste (SP) 1 Shopping
8
► GLA (sqm): 22.1 3 ► Londrina (PR)
2 9
► Stores : 144 6 ► GLA (sqm): 47.8
► 99.3% of GLA leased ► Opening; 1Q13
6. Shopping Metrópole 7 Pátio Brasil 13 Passeio das Águas
Shopping
► São Bernardo do Campo (SP) ► Cidade: Brasília (DF)
► Goiânia (GO)
► GLA (sqm): 28.6 ► GLA (sqm): 29.0
Shopping centers ► GLA (sqm): 78.1
► Stores : 181 ► Stores : 235
► Opening: 2H13
► 99.6% of GLA leased ► 97.2% of GLA leased Greenfield
Data on March 31, 2012
12
13. Controlling interests in most shopping centers
Sonae Sierra Brasil average ownership stake is 63% in its 11 operating properties. It will reach
70% when all three greenfield developments are completed
Percentage of the Company’s interest Rationale
GLA
Shopping Center City State Stake Management
(‘000 sqm)
Parque D. Pedro(1) Campinas SP 121.0 51.0%
Penha São Paulo SP 29.7 51.0% Strategic control of the malls
Metrópole São Bernardo SP 28.6 100.0%
Santa Bárbara
Tivoli
d’Oeste
SP 22.1 30.0%
Pátio Brasil Brasília DF 29.0 10.4%
Ability to expand and
Boavista São Paulo SP 15.9 100.0% adapt to market trends
Franca Franca SP 18.5 67.4%
Plaza Sul São Paulo SP 23.2 60.0%
Campo Limpo São Paulo SP 22.3 20.0% Control the management
services of 100% of the
Manauara Manaus AM 46.8 100.0% malls
Uberlândia Uberlândia MG 45.3 100.0%
Weighted Average 63.1%
Londrina Londrina PR 47.8 84.5%(2)
Goiânia Goiânia GO 78.1 100.0%
Weighted Average 70.5%
Note: (1) Sonae Sierra and DDR hold an additional 25.9% indirect ownership in Parque D. Pedro through another structure.
(2) Ownership considering partner will fully exercise its rights in the project
13
14. Index
4 Company Fundamentals
7 Market and Sector Fundamentals
11 Our Portfolio
15 Growth Strategy
21 Operational and Financial Indicators
25 Recent Events
Uberlândia Shopping’s façade (Uberlândia)
14
15. Secured Growth
Sonae Sierra Brasil has a solid new development and expansion pipeline which will almost
double the Company’s owned GLA until 2013
Owned GLA growth (‘000 sqm)
Londrina
M&A and Goiânia
Greenfields
Expansion Plaza Sul
and Penha 118
1
17
45
PDP (II),
Metrópole (II) 390
and Tívoli
209 Uberlândia
+87%
2011 2012 2013 Total
15
16. Greenfield Projects – Uberlândia Shopping
th
Opening March 27 , 2012
Total GLA (‘000 sqm) 45.3
SSB’s ownership 100%
Occupancy rate 93.0%
Number of stores 201
Anchor stores 15
Parking spaces 2,400
Gross Investment R$201 million
With Uberlândia Shopping, Sonae Sierra Brasil reaches 11 malls
owned and managed, totaling 410 thousand sqm of total GLA
and 254 sqm of owned GLA. Uberlândia Shopping is the 3rd
largest mall in the Company’s portfolio, just behind Parque D.
Pedro Shopping and Manauara Shopping. Sonae Sierra Brasil’s
average ownership interest increased to 63.1%.
16
17. Greenfield Projects – Boulevard Londrina Shopping
Scheduled to open in 1Q13, the shopping mall is part of a big renovation project of an old
industrial region in downtown Londrina
Boulevard Londrina Shopping
City Londrina
State PR
Opening 1Q13
Construction pictures
GLA (sqm) 47.8
SSB’s stake* 84.5%
Committed GLA 70%
Gross Capex Incurred (R$ MM) 122.9
Project Illustration
Data as of March 31, 2012 * Ownership considering partner will fully exercise its rights in the project
17
18. Greenfield Projects – Passeio das Águas Shopping
Scheduled to open in 2H13, the biggest project of our portfolio and is located within the growth
sector of Goiânia
Project Illustration and Construction Site
Passeio das Águas Shopping
City Goiânia
State GO
Opening 2H13
GLA (sqm) 78.1
SSB’s stake 100%
Committed GLA 43%
Gross Capex Incurred (R$ MM) 91.6
Data as of March 31, 2012
18
19. Expansions
Concluded expansion Future expansions
Parque D. Pedro Campo Limpo Metrópole Tivoli Metrópole Parque D. Pedro
(Expansion I) (Expansion I) (Expansion II) (Expansion II)
São Bernardo Sta. Bárbara São Bernardo
Location Campinas (SP) São Paulo (SP) Campinas (SP)
(SP) D’Oeste (SP) (SP)
Sonae Sierra
51% 20% 100% 30% 100% 51%
Brasil Stake
Additional
5.0 3.0 9.0 7.0 12.0 5.0
Total GLA (‘000 sq m)
Construction
1H2010 1H2011 1H2010 1H2012 2H2012 1H2013
Start Date
Expected
Nov 2010 Sep 2011 Nov 2011 2013 2013 2013
Opening
% of GLA 100% 100% 100% n.a.
n.a. n.a.
already committed*:
*Data as of March 31, 2012
19
20. Index
4 Company Fundamentals
7 Market and Sector Fundamentals
11 Our Portfolio
15 Growth Strategy
21 Operational and Financial Indicators
25 Recent Events
Shopping Campo Limpo’s façade (São Paulo) 20
23. Net Cash Position and Modest Leverage
Net Cash Position (R$ million) Debt Profile
Fixed
IPCA 19%
731,3 710,0 29%
CDI
19%
TR
21,3
33%
Cash and Cash Debt Net Cash
Equivalents
Balance
Committed
Debt Amortization Schedule (R$ million) Term Interest as of
Contracted Debt Financing Amount (R$
(Years) Rate 03/31/12
MM)
(R$ MM)
CDI +
Working Capital 20 5 16
2.85%
CDI +
Working Capital 27 6 24
3.30%
Manauara Shopping 112 12 8.5% 132
TR +
Metrópole Shopping – Expansion I 53 8 55
10.3%
453.9 TR +
Uberlândia Shopping 81 15 78
11.30%
TR +
Boulevard Londrina Shopping 120 15 53
10.90%
35.2 48.6 49.5
30.0 92.8 Passeio das Águas Shopping 200 12
TR +
49
11.00%
CDI +
2012 2013 2014 2015 2016 2017 Debentures – first series 95 5
0.96%
97
and Debentures – second series 205 7
IPCA +
207
6.25%
beyond
Total 914 710
Average 10.2 11.40%
23
Data on March 31st, 2012
24. Índice
4 Company Fundamentals
7 Market and Sector Fundamentals
11 Our Portfolio
15 Growth Strategy
21 Operational and Financial Indicators
25 Recent Events
Shopping Metrópole (São Bernardo do Campo) 24
25. Recent Events – First Issuance of Debentures
Emission details
Total amount of the issue R$300 million
Number of debentures 30,000
Unit par value R$10,000
Simple, unsecured, non convertible, 2
Characteristics
series (1st: CDI and 2nd: IPCA)
Banks Coordinators Itaú BBA (leader), BTG and Bradesco
1st series term 5 years
1st series remuneration CDI + 0.96%
2nd series term 7 years
2nd series remuneration IPCA + 6.25%
The net funds raised by the Company with the Issue will be allocated (i) to
the acquisition of new plots of land; (ii) to the increase of the Company’s
participation in shopping malls; (iii) to the acquisition of new shopping
malls; (iv) to the development of new shopping malls; and (v) to constitute
cash reserve for the Company.
25
26. Recent Events – SSB obtains Plaza Sul control
Transaction overview
SSB receives:
• 30.00% of Shopping Plaza Sul, valued at R$102.9 million
CSHG receives:
• 17.12% of Shopping Penha, valued at R$39.0 million and
• R$63.9 million in cash
Transaction IRR: 16.9% (nominal, unleveraged and after taxes)
Cap rates:
• 9.4% for Plaza Sul transaction and
• 9.5% for Penha transaction
Shopping Plaza Sul
Opening 1994 1992
Total GLA (‘000 sqm) 23.0 29.6
SSB’s ownership 30.00% → 60.00% 73.18% → 56.06%
Occupancy rate 99.4% 99.0%
Sales/sqm (2011 monthly avg.) R$ 1,436 R$ 990
Shopping Penha
Rent/sqm (2011 monthly avg.) R$ 98.4 R$ 60.9
The transaction rational was to reinforce Sonae Sierra Brasil’s strategy to pursue opportunistic M&A
activities, adding to the portfolio the controlling ownership of a high-quality mall located in the city of São
Paulo while maintaining the controlling ownership stake in another asset. Additionally, Sonae Sierra Brasil
sold a 5.1% additional minority stake on Shopping Penha to CSHG for R$11 million. After these transactions,
SSB’s stake on this mall is 51.0%, maintaining the controlling ownership interest in this asset.
26
