FUTEBOL CLUBE DO PORTO Futebol, SAD Listed Company Share capital: 112.500.000 euros Individual own capital in accordance to the last balance approved and referring to June 30, 2014: -28.512.038; individual own capital in accordance to balance of December 31, 2014: 306.812 (of limited revision and not subjected to audit) Head Office Estádio do Dragão, Via FC Porto, Entrada Poente Piso 3 Registration at 1 st Registration of Commercial Registry of Porto and Legal Person n.º 504 076 574 Management Report and Consolidated Accounts A. Management Report 1. Message from the Chairman 2. Governing Bodies 3. Highlights 4. Activity Evolution 5. Other Facts that Occurred During the Financial Year 6. Relevant Facts Occurred after the End of the Financial Year 7. Future perspectives 8. Information on own shares 9. Statement of the Board of Directors B. Consolidated Financial Statements and Appendix 1. Statements of Consolidated Financial Position 2. Consolidated Statements of Results by Category 3. Consolidated Statements of Comprehensive Income 4. Consolidated Statements of Changes in Equity Capital 5. Consolidated Statements of Cash flow 6. Notes to Consolidated Financial Statements 7. Legal Certification of Accounts and Audit Report 8. Report and Opinion of the Audit Committee C. Corporate Governance Report D. Shares held by members of the Board of Directors and Audit Committee
A. Management Report 1. Message from the Chairman This financial year is clearly set by the increase of capital that allowed FC Porto to reacquire most of the shares of the company, shielding it from potential capital acquisitions, as can be seen throughout football in Europe. At the same time, we gave the company the tools needed to uphold the tight financial criteria for fair play set by UEFA, which gives us tranquillity regarding the future. Our challenge is to maintain the capacity of our professional team to keep fighting on the pitch with the best in Europe, knowing that it is an uneven fight, given the income of the clubs in the richest countries. FC Porto reached the quarter-finals of the UEFA Champions League, which means we were in the group of eight best teams in Europe. That alone is an impressive achievement, considering that the teams that were demoted from the English Premiership receive more from television rights than the entire budget of this company. Still, Futebol Clube do Porto has been able to match the best in Europe, always aiming at exceeding itself. Jorge Nuno Pinto da Costa Futebol Clube do Porto Futebol, SAD 2
2. Governing Bodies General Meeting Chairman: Secretary Board of Directors Chairman: Directors: Audit Committee Chairman: Members: Reserve Member: José Manuel de Matos Fernandes Rui Miguel de Sousa Simões Fernandes Marrana Jorge Nuno de Lima Pinto da Costa Adelino Sá e Melo Caldeira Fernando Manuel Santos Gomes Reinaldo da Costa Teles Pinheiro Rui Ferreira Vieira de Sá (non-executive) José Paulo Sá Fernandes Nunes de Almeida Armando Luís Vieira de Magalhães Filipe Carlos Ferreira Avides Moreira José Augusto dos Santos Saraiva Audit Firm Deloitte & Associados, SROC SA, represented by António Manuel Martins Amaral Company Secretary Secretary: Substitute: Advisory Board Chairman: Members: Remuneration Committee Chairman: Members: Daniel Lorenz Rodrigues Pereira Raul Filipe Pais da Costa Figueiredo Alípio Dias Álvaro Jose Pereira Pinto Júnior Álvaro Rola António Fernando Maia Moreira de Sá António Manuel Gonçalves Artur Santos Silva Fernando Alberto Pires Póvoas Fernando José Guimarães Freire de Sousa Fernando Manuel dos Santos Gomes Ilídio Costa Leite Pinho Ilídio Pinto Jaime Eduardo Lamego Lopes João Espregueira Mendes Jorge Nuno de Lima Pinto da Costa Joaquim Manuel Machado Faria e Almeida José Alexandre de Oliveira José Paulo Sá Fernandes Nunes de Almeida Jorge Alberto Carvalho Martins Luís Portela Alípio Dias Fernando José Guimarães Freire de Sousa Joaquim Manuel Machado Faria e Almeida Futebol Clube do Porto Futebol, SAD 3
3. Highlights Integration of EuroAntas, a company whose main activity is the management of Estádio do Dragão, part of the group FC Porto Futebol, SAD. The impact of this integration is reduced in terms of results, but clearly significant in terms of patrimony for the Group. The consolidated own capital reaches 83,104m in June 30 2015, with the integration of EuroAntas, whose patrimony structure is firmly consolidated, and with the increase of social capital in 37,500m, with the issue of preferential shares without the right to vote. Following this increase of capital, which was fully subscribed by Futebol Clube do Porto, the social capital of FC Porto Futebol, SAD now reaches a total of 112,500m. In addition, with the acquisition of the shares belonging to Somague and the take-over made, FC Porto now holds about 75% of the capital of FC Porto Futebol, SAD. Net assets increase by 80%, reaching 359,235m, for the incorporation of Estádio do Dragão, property of EuroAntas, with a net value of 138,800m, as of June 30 2015. The total liabilities reach 276,131m, which represents a growth of 42,668m in comparison to June 30 2014, explained, partly, by the inclusion of the liabilities of EuroAntas, a company that took over the project finance for the construction of the stadium. Consolidated Net Result reaches 19,958m, with 19,352m attributable to the capital holders of the home company, far superior to the one obtained in the previous year, especially because of the growth in results with transactions of passes of players, reaching 82,500m. Operational gains, excluding gains with passes, increase by 20,976m, corresponding to 29%, now reaching 93,589m, basically due to the increase in revenues obtained for participating in European competitions. Operational costs, excluding the costs with passes of players, increase by 16%, 15,159m, following the increase of costs with staff. However, it should be pointed out that, during this period, there were prizes paid for the good sporting performance of the team in European competitions. Futebol Clube do Porto Futebol, SAD 4
Operational results are positive in 34,381m in, representing a significant increase in comparison to the negative 25,789m achieved in the previous year. Positive contribution of the companies part of the group in obtaining the result now achieved; The results presented do not take into account the transfer of the athlete Alex Sandro, to Juventus, for 26,000m, as it was done after the end of the period. Futebol Clube do Porto Futebol, SAD 5
4. Activity Evolution FC Porto Futebol, SAD fulfils its obligations to present economic and financial information, regarding the financial year of, from July 1 2014 to June 30 2015. This document has been executed in compliance with the current legal framework, namely the provisions of the Companies Code, the Securities Code and the regulations of the Portuguese Securities Market Commission (Comissão do Mercado de Valores Mobiliários CMVM). As required by the regulations of the European Parliament, companies with shares traded in regulated markets seated in the European Union must use, in their consolidated financial statements, the international accountancy standards (IAS/IFRS) adopted by the Union for all the financial years starting on or after the 1 st of January 2005. Regarding FC Porto Futebol, SAD, these regulations started on the fiscal year of 2005/2006. The accounts presented for each quarter, and this annual report, were drawn up in accordance with the international accountancy standards. Futebol Clube do Porto Futebol, SAD 6
SUMMARY OF SPORTING ACTIVITY The 2014-15 season was bittersweet in terms of sporting results. On one hand, the team had a good performance in the UEFA Champions League, reaching the quarter-finals, having started the competition in the play-offs, where they beat Lille, then winning the group stage, and finally eliminating Basel. In 12 matches in the most difficult clubs competition, FC Porto lost only once, to Bayern Munich, and ended up eliminated, which doesn t erase an extremely positive path. Less fortunate was the path of the team in the national championship, ended in the second place, below the objective. Despite achieving a high number of points, enough to become champion in comparison to the last seasons, the team ended up not being fortunate with the contingencies of the game, namely the refereeing in some matches, those of the club and those of the opponents. 2014-15 was a season of transition for FC Porto, as the club hired a new coach, Julen Lopetegui, and a number of new players, almost all of very young age: Andrés Fernández, Ricardo Nunes, Marcano, Indi, José Ángel, Opare, Casemiro, Campaña, Óliver Torres, Evandro, Otávio, Brahimi, Tello, Adrían López, Aboubakar, and the promotion to the first squad of Rúben Neves, who debuted in the main team aged only 17. By the end of the season, FC Porto, as is normal in this field of activity, made some changes to the squad. Andrés Fernández, Ricardo Nunes, Opare, Casemiro, Campaña, Óliver Torres, Otávio, Brahimi, Adrían López, Danilo, Jackson Martínez and Quaresma left the club, and reinforcements Iker Casillas, Maxi Pereira, Layún, Cissokho, Danilo Pereira, Imbula, André André, Sérgio Oliveira, Corona, Osvaldo, Varela and Bueno arrived. With six matchdays played so far for the Portuguese League, FC Porto is in the lead, with 17 points, from five victories and two ties. In the Champions League, with two matchdays played, FC Porto tied in Kiev and beat Chelsea, and is in good position to qualify to the round of 16. In nine matches played this season, FC Porto remains undefeated. Futebol Clube do Porto Futebol, SAD 7
ECONOMIC ACTIVITY Futebol Clube do Porto Futebol, SAD, after a less fortunate season, presents, in the financial year of 2014/15, a consolidated net result of 19,958m, with 19,352m attributable to the holders of own capital of the parent company. Even if, this year, the team of FC Porto didn t reach the objectives concerning the national championship, in European competitions the team came up as one of the eight best in Europe, reaching the quarter-final of the UEFA Champions League, which, apart from sporting glory, assured significant gains for the Company. The economic and financial situation, analysed in this period, will refer to the consolidated result, meaning, the one obtained through the individual participation of the companies of the group included in the consolidation parameter, obtained in the transactions done between them. However, the individual result of FC Porto Futebol, SAD is what contributed decisively for the consolidated result. The year being analysed counts on, for the first time, the participation of the activity developed by EuroAntas, Promoção e Gestão de Empreendimentos Imobiliários, S.A.. On October 22, FC Porto Futebol, SAD acquired a participation of 47% of social capital of EuroAntas from Futebol Clube do Porto. This company, started on March 22, 2000, has the social objective of promoting and managing real estate, and the main activity is the management of Estádio do Dragão and keeping the project finance for its construction. The Board of Directors, with the mission of controlling the financial and operational policies of EuroAntas (as the members of that Board of Directors are the same as the one belonging to the sporting company), decided that the company should integrate the consolidation parameter, following the acquisition of 47% of social capital, which occurred after October 22, 2014. The effect of the integration of this Company is not deeply impacted in the net result of the financial year, as most of its activity is made by the billing and registration of costs already considered in other companies of the Group. Thus, with the consolidation, certain movements are eliminated, which will leave to changes in the values described in each segment, not deriving from changes in the activity. As for patrimony, the balance of the company is significantly changed, especially in the assets, with the Futebol Clube do Porto Futebol, SAD 8
incorporation of Estádio do Dragão, but also in the liabilities, with the integration of the bank funding associated to the project finance for the construction of the stadium. Also in terms of patrimony, on October 31, 2014, FC Porto Futebol, SAD proceeded to a increase in social capital worth 37,500m, with the issuing of preferential shares, without the right to vote. Following that increase in capital, which was subscribed by Futebol Clube do Porto, the social capital of the Company now reaches the total value of 112,500m. In addition, FC Porto acquired from Somague 2,818,185 shares, representative of the social capital of the Group, now detaining most of the capital, which lead to a take-over, for the price per share of 0.65, resulting in the acquisition of 464,746 shares. Thus, as a result from these operations, Futebol Clube do Porto now holds 16,782,931 shares 17,055,881, including the shares held by members of the Board of the shareholder), representing 74.59% (75.80% including the shares held by members of the Board of shareholder) of own capital. As for the rights to vote of the Group, FC Porto holds 61.89% directly, and 63.71% including the shares owned by members of its Board. Considering the facts presented, the comparison between both periods should be done carefully, especially considering the situation with the patrimony of the Group. Further ahead in this report, there is a summary of the individual results of each company in the consolidation perimeter, and for now the focus will remain in the analysis of the last two years of consolidated results. As can be seen in the graphic below, in the period being analysed Futebol Clube do Porto Futebol, SAD achieved a net result of 19,352m, contrasting with the negative 40,701m achieved in the previous year. Futebol Clube do Porto Futebol, SAD 9
The net result of FC Porto Futebol, SAD, like other companies in the same field of activity, comes from three components: Operational results excluding the trade of players; Results related to the trade of players; Financial and obtained from investments results (plus taxes over income) All these components had a positive behaviour in comparison to the previous year. The first component, operational results excluding the trade of players, is the most stable throughout the years, as it holds the recurring gains and costs year after year, which mostly come from contracts set on the long term. This includes the gains obtained from participating in European competitions, a relevant and recurring item in the financial statements of the Group. The second, related to trade of players, is the most volatile, as it reflects the decisions of the Board, each year, in reinforcing, maintaining or release players from the squad. The differences registered here are what mainly determines the positive/negative results of the Group. Finally, the financial results reflect the needs of money and access to credits of the Company. In this financial year, the results with trade of passes of players definitely determined the end result. Futebol Clube do Porto Futebol, SAD 10
Looking at the operational gains, excluding gains with trade of players, there was an increase of 20,976m, representing 29% in comparison to the previous year. This growth is mainly explained by the revenues obtained from participating in European competitions. values in thousand euros Operational Gains, excluding the trade of passes % 2013/2014 % Merchandising 3.828 4% 3.720 5% Tickets 7.878 8% 6.228 9% UEFA Competitions 36.170 39% 9.552 13% Other Sporting Revenues 1.177 1% 2.400 3% TV rights 17.251 18% 15.928 22% Publicity and Sponsorship 13.565 14% 13.594 19% Corporate Hospitality 8.201 9% 14.353 20% Other Services 4.269 5% 4.923 7% Other Gains 1.250 31 1.915 3% TOTAL 93.589 100% 72.613 100% As can be seen in the chart above, the items that are part of the operational gains, excluding gains with passes, had different behaviours when compared to the previous year. Merchandising had a 3% growth in comparison to 2013/2014. Billing had a bigger increase, however, as part of these sales go to the company EuroAntas, which is now part of the Group, these sales void themselves in this year. The ticket gains, which globally mean the sale of Dragon Seats (yearly passes), tickets sold per match and the fees paid by the FC Porto associates, which are part of the gains of the sporting group, had a 26% increase in, to 7,878m. This increase comes from the sale of tickets per match, in both the national championship and European competitions, for the match for the quarter-finals of the UEFA Champions League, played at Estádio do Dragão. The biggest highlight of the chart goes for the increase in the gains obtained from the participation of FC Porto in UEFA competitions, caused by two factors: the accounting of the prize for reaching the Futebol Clube do Porto Futebol, SAD 11
competition in this year, and for the sporting performance in the competition. Considering the accounting policy systematically adopted, in which the prize obtained for accessing the UEFA Champions League is accounted in the year the access is guaranteed, the 8,600m that the Group gained for participating in the edition of the competition, after the qualification from the play-off, in August, were only accounted in this financial year, unlike what usually happens. On the other hand, the performance of the team this season (4 victories and two ties, qualification to the round of 16, and then to the quarter-finals, where they lost to Bayern Munich) was far better than the one in the previous season (1 victory and two ties and the qualification to the UEFA Europa League). In addition, as the place reached by FC Porto in the national championship allowed for the direct qualification to the 2015/2016 edition of the UEFA Champions League, that access prize was also accounted here, a prize that reaches 12,000m for the period of 2015 to 2018. In Other Sporting revenues, the gains for participating in the Portuguese Cup are accounted, as well as the pre-season tournaments and the gains coming from Dragon Force. The management of the Dragon Force schools has been growing throughout the years and this one was no exception. However, as there were no significant revenues coming from the participation in pre-season tournaments (in 2013/14, FC Porto participated in tournaments in Latin America and in the tournament of London), and as the team was eliminated early from the Portuguese Cup, this item suffered a loss of 1,224m. TV rights grew by 1,323m in comparison to the previous year. Part of this growth is due to the progressive income covered by the contract between FC Porto - Futebol, SAD and PPTV - Publicidade de Portugal e Televisão S.A. for the transfer of broadcasting rights of the domestic league, when playing at home. However, there was also an increase in income from the distribution rights of Porto Canal, exploited by PortoMedia, which integrated the Group during the year 2013/2014. Gains from advertising and sponsorship remained almost unchanged from the previous period. This item consists mostly, by advertising revenue made on the official equipment of FC Porto, by the main sponsors, which in the year under review are Portugal Telecom, Unicer and Warrior (new technical sponsor). PortoComercial is also responsible for attracting advertising, with the sale of available advertising media. Finally, PortoMedia, collaborates in this item with advertising made in Porto Canal. The item Corporate Hospitality covers the revenue from the management and operation of this segment, which are gains of the companies analysed here, purged of consolidation adjustments. This Futebol Clube do Porto Futebol, SAD 12
business, which, summarily, is the transfer of a set of products and services for businesses, which include the rights to use of cabins and seats for companies at Estádio do Dragão to watch FC Porto games, are charged by PortoComercial and then directed to EuroAntas, using this liquidity to meet the debt for the construction of the stadium. During the reporting period, the value of this item declined, not because the sale revenue of this concept fell, but because the merger of EuroAntas in the Group led to that billing to this company is disregarded in the period in question, from October 22. The remaining operating income, not yet mentioned, registered in Other Services and other gains and that are based mainly on operating income of subsidiaries, except for income, cited above, from Merchandising, TV Rights and Advertising and Sponsorship from PortoComercial and PortoMedia, fell 1,319m. It is also included here, in 2013/2014, the amount allocated by FIFA as compensation for the use of the FC Porto players in the World Cup in Brazil, of 556m, which explains part of the decrease. As a result of the facts presented, the operational gains excluding gains from trade of players reached 93,589m, an increase of 20,976m in comparison to the previous year, as can be seen in the graphic below. Concerning operational costs, still excluding trade of players, there was an increase of 16% in comparison to 2013/14. Futebol Clube do Porto Futebol, SAD 13
values in thousand euros Operational Costs excluding costs with passes % 2013/2014 % CMV 2.655 2% 2.607 3% External Supplies and Services 33.237 30% 42.048 44% Costs with Staff 69.999 63% 48.885 51% Amortizations excluding depreciation of passes 2.775 3% 559 1% Provisions and impairment losses excluding passes 632 1% -86 0% Other costs 1.037 1% 1.162 1% TOTAL 110.334 100% 95.175 100% Accompanying the increase in merchandising sales, so did the cost of goods sold, albeit to a lesser extent, leading to improved outcome of this business. Concerning supplies and external services, there was a decrease of 8,811m divided by several types of spending that compose them. The increase in personnel costs was due, primarily, to the strong investment made in the squad, which led to a significant increase in salaries. However, the period also includes the prizes paid to athletes, associated with the excellent sporting performance in European competitions. The increase in amortization excluding depreciation of passes is due to the integration of EuroAntas, since this company holds Estádio do Dragão, which is being amortized over a period of 50 years. Provisions and impairment losses, excluding passes, reach 632m for the registration of new provisions and impairment losses considered adequate. The other costs, which represent less significant costs not listed, and that represent only 1% of the total, decreased by 11% over the same period. In summary, operating costs excluding costs with trade of players reach 110,334m, an increase of 15,159m, as shown in the chart below: Futebol Clube do Porto Futebol, SAD 14
The net value of the sum of operating gains and costs excluding trade of player passes, reached a negative overall value of 16,745m, which is still an improvement of 5,817m over the same period. Futebol Clube do Porto Futebol, SAD 15
We now turn to the second component of net income, the results related to trade of players (amortization and impairment losses with passes and Result of Transaction of passes) that, in FC Porto - Futebol, SAD, has an indisputable and decisive weight for the result of the company. Contributing negatively to the result of Group, amortization and impairment losses with trade of players recorded a value of 31,374m, which represents an increase of 4,243m in comparison to the previous period. The increase in depreciation resulting from contracts agreed with the players and the investments made in the acquisition of sporting rights, reflects the investment in the team, while the increase in impairment losses relates to increased economic costs with estimated losses in the realization value the passes of some players. The result of Passes Transactions, which includes the costs and revenues from the sale and loan of sports rights of players, has traditionally been a positive item in the financial statements of the group. The results obtained come primarily from net capital gains (the value of the sale must be subtracted of the costs to each business and the net book value of its sports rights) resulting from sales of sporting and economic rights of players to other clubs / entities, that have represented a substantial part of the income of FC Porto - Futebol, SAD and of many other companies in this line of activity, thus balancing its operating results. Net capital gains from the sale of sports rights of players have been growing gradually over seasons, and in the period under review, reached the highest level ever of Portuguese SADs 82,500m, corresponding to gross 119,488m. The focus on giving the team good values, not only contributes to the sporting success, it also enables the achievement of important revenue for this company. During this period, the capital gains from the sale of sports rights, at the start of the season, of players Eliaquim Mangala and Steven Defour, to Manchester City and Anderlecht, respectively, by 30,504m and 6,000m, are recorded, and so are the ones for Danilo and Jackson Martinez to Real Madrid for 31,500m and Atletico de Madrid for 35,000m, respectively, which came closer to the end of this exercise. This period also includes 7,500m paid by Real Madrid to cancel the execution of the option for definitive purchase of sports rights of Casemiro, attributed to FC Porto in the agreement of loan of the player. In the previous period, the gains resulting from the transfer of Otamendi, Iturbe and Fernando to Valencia, Hellas Verona and Manchester City for 12,000m, 15,000m, and 15,000m, respectively, are registered. Futebol Clube do Porto Futebol, SAD 16
It s exactly the variation of this item that justifies the growth in operational results (results before the costs and gains, results relative to investments and taxes over income), which reach 34,381m, far above the negative 25,786m registered in the previous year. It is now added to this analysis the third component, the financial results and relating to investments, adding to it the taxes over income for the year. In this exercise, the worsening of the financial results in 4,749m in comparison to the previous period, was largely due to the integration of EuroAntas in the group, as this company, as owner of Estádio do Dragão, is responsible for the compliance of the financing project for its construction, which has to be fulfilled scrupulously. On the other hand, there is also a decrease in financial income, since the club stopped, in October 2014, paying interests on the debt with the sports society, as it was liquidated on that date. The investment income, where the results obtained with investment in economic rights of players in which the Company does not own the sports rights are accounted, have improved significantly in the period under review, as it was accounted the percentage owed to FC Porto - Futebol, SAD for the transfer of player Souza from São Paulo to Fenerbahçe, as the Company still held 25% of sports rights of the athlete. Futebol Clube do Porto Futebol, SAD 17
Finally, the last item that completes the results of the Group, the tax over income for the year, reaches 601m. This tax in the same period showed a significantly higher value, since FC Porto - Futebol, SAD agreed to special arrangements for settlement of tax liabilities, which came to impair the Group's results in 2,714m in 2013/2014. As epilogue for the analysis made, the Group reported a consolidated net profit of 19,958m, with 19,352m attributable to equity holders of the parent company. This result stands out from the negative 40,708m presented in 2013/2014. This positive evolution of net income becomes more significant if we focus on EBITDA (operating cash flow), which reflects the resources freed by the operating activity of the company and is obtained by operating income, net of amortization, impairment losses and provisions. The growth in EBITDA, which reached this year 69,162m, allows the Group greater self-financing capacity. Now looking at the financial position of the Group on June 30 2015 there are two facts that stand out: the increase in own capital of FC Porto - Futebol, SAD and the increase in tangible assets. Futebol Clube do Porto Futebol, SAD 18
The total of own capital of FC Porto - Futebol, SAD is, on June 30, 2015, of 83,104m, which represents a strong strengthening of the equity structure of the group on a consolidated basis. There were two factors contributing for this growth. On one hand, the incorporation of positive net results obtained in the period under review led to a recovery of the equity of FC Porto - Futebol, SAD of 19,352m. On the other hand, the Company had its share capital increase by 37,500m, with the issuing of 7,500,000 preferential shares without voting rights, fully subscribed by its shareholder FC Porto. Thus, the share capital of FC Porto - Futebol, SAD now amounts to 112,500m. However, given the incorporation of EuroAntas in the group, whose social capital is not held by FC Porto - Futebol, SAD in 53%, the exclusion of minority interests means that the equity attributable to shareholders of the Parent Company is substantially lower (24,340m ). With regard to the assets, which reached 359,235m on June 30, 2015, there is a very significant growth in terms of tangible assets, by incorporation of Estádio do Dragão, owned by EuroAntas, whose net value amounts to 138,200m. There was also an increase of the amount receivable, which includes the amount receivable from Atletico Madrid on activating the release fee for player Jackson Martinez. Futebol Clube do Porto Futebol, SAD 19
Regarding liabilities, amounting to 276,131m on June 30, 2015, there was an increase of 42,668m, based on the amounts payable to suppliers and financial debt. This growth was largely due to the aggregate liabilities of EuroAntas, the company which took over the project finance for the construction of Estádio do Dragão. Futebol Clube do Porto Futebol, SAD 20
However, with regards to the structure of liabilities, the company managed to ease the financial pressure, since current liabilities decreased by 26,866m, now representing 55% of its total, whereas on June 30, 2014, represented 77%. Part of this restructuring went through the issuing of a new bond loan. According to the final results of the operation, calculated by Euronext Lisbon in Special Stock Exchange Session, held on May 22, 2015, 4,778 subscription orders were collected that, in its sum, corresponded to an amount of approximately 110,000m. The marketing operation proved to be a success. The total amount of the subscription, after extending the amount of 40,000m to 45,000, was fully subscribed on the 1st day of the offer, which reached 69,477m. At this time the company has two bond loans, one for 20,000m, with reimbursement on June 62017 and another for 45,000m, the full payment will be made on May 28, 2018. Futebol Clube do Porto Futebol, SAD 21
INDIVIDUAL PERFORMANCE OF THE COMPANIES IN THE CONSOLIDATION PERIMETER The numbers shown so far present the consolidated economic and financial situation of FC Porto Futebol, SAD, which means that the accounting of all the eight companies (seven in 2013/2014) in the consolidation perimeter are taken into account. Below is the individual performance of each of them, before the consolidation adjustments: values in thousand euros Companies in the group FC Porto Futebol, SAD Porto Comercial Porto Estádio Porto Multimédia Porto Seguro Dragon Tour Porto Media EuroAntas Operational Gains excluding Trade of Players 72.809 23.210 3.495 29 1.057 3.477 4.864 9.814 Operational Costs excluding Trade of Players (93.722) (21.276) (3.263) (86) (565) (3.342) (4.626) (7.972) Operational Results excluding Trade of Players (20.913) 1.935 232 (57) 492 136 238 1.842 Amortizations and Impairment losses with Trades (31.374) - - - - - - (Costs)/Gains with Trades 82.500 - - - - - - Operational Results 30.213 1.935 232 (57) 492 136 238 1.842 Financial Results (13.479) (396) (1) - 0 (0) - (812) Results related to Investments 1.096 - - - - - - - Taxes over Income 97 (337) (98) 1 (133) (40) (47) (87) Net Result of the year 17.928 1.202 134 (56) 360 96 191 944 The table above shows that the result achieved by FC Porto - Futebol, SAD on a consolidated basis was obtained almost exclusively by the individual result of the Group. However, the aggregate of the remaining companies included in the consolidation perimeter contributed positively to the result of the Company on a consolidated basis. All companies, except for PortoMultimédia showed positive net income, thus following the good performance of the parent company. Futebol Clube do Porto Futebol, SAD 22
5. Other Facts Occurred During the Exercise On October 31 2014 there was a capital increase by issuing preferential shares, without voting rights, amounting to 37,500m. Following this capital increase, which was fully subscribed by Futebol Clube do Porto, the capital of the Group amounts to a total of 112,500m on December 31, 2014. Following the acquisition of the shares of FC Porto - Futebol, SAD that were held by Somague (2,818,185 shares representing the social capital of the Group and with voting rights) by Futebol Clube do Porto, this has become majority holder of the share capital of the Group (58.79%) and therefore was obliged to launch a takeover bid. The value offered by the shareholder was 0.65, which was subject to an assessment by a firm of independent auditors, appointed by the CMVM due to the reduced liquidity of the securities, to ensure that the amount offered did not harm small shareholders. In this operation 464,746 shares were acquired, representing 3.10% of the share capital, excluding preferential shares. Thus, as a result of these transactions, Futebol Clube do Porto became holder of 16,782,931 shares (17,055,881 including the shares held by members of the shareholder Board of Directors), representing 74.59% (75.80% including shares held by members of the shareholder Board of Directors) of the social capital. With regard to voting rights in the Group, FC Porto holds 61.89% directly and 63.71% including the shares held by members of its Board of Directors. Also in this period, the Group acquired, from Futebol Clube do Porto, 47% of EuroAntas, Promoção e Gestão de Empreendimentos Imobiliários, S.A., a company whose main asset is Estádio do Dragão, with an evaluation report of the group being done, to ensure the fair value of transaction, by independent auditor, which set the value at 110,121m. As part of the bond issue by the Group, there was a payment of interest for coupon n. 4, on November 21, 2014, and payment of interest for coupon n. 5 and reimbursement of the obligation FC PORTO SAD MAY 2015, on May 21, 2015, as defined under the terms of the respective loan and included in the public offering prospectus. As part of the bond issue by the Group, there was a payment of interest for coupon n. 1 and n. 2 of the obligations "FC PORTO SAD 2014-2017", on November 9, 2014 and June 8, 2015, respectively. The repayment of the transaction will take place on June 6, 2017, as defined in the public offering brochure. Futebol Clube do Porto Futebol, SAD 23
6. Relevant Facts that Occurred after the Term of the Period On July 1, 2015 FC Porto - Futebol, SAD reached an agreement with Olympique de Marseille for the acquisition of the sporting registration rights and all economic rights of professional football player Imbula for the amount of 20,000m. The player signed a contract for 5 sporting seasons with a release fee of 50,000m. FC Porto - Futebol, SAD reached an agreement with Juventus Football Club, on August 20, 2015, for the sale of sporting registration rights of professional footballer Alex Sandro for the amount of 26,000m. On August 31, 2015, the Company gave the sporting registration rights of player Juan Quintero to Stade Rennais Football Club ( Rennes ) until June 30, 2016, with the Rennes having buy fee option of such rights for a total value of 20,000m. On that same day, FC Porto, Futebol, SAD reached an agreement with FC Twente for the acquisition of the sporting and economic rights of athlete Jesus Corona in the amount of 10,500m. Twente is also guaranteed, if the player is transferred to a third club during the term of his contract with FC Porto, the right to an amount corresponding to 30% of the transfer fee. The player signed a contract for 5 sporting seasons with a release fee of 50,000m. The Group announced to the market on September 24, 2015, that athlete Yacine Brahimi was offered a new contract, changing the release fee of 50,000m to 60,000m. Futebol Clube do Porto Futebol, SAD 24
7. Future Perspectives The time of our Group is marked by one of the best economic performance since its establishment. The approximately 20 million euros profit attest to the reliability of the management model of this administration. However, the sporting season was far below expectations. Despite the good European campaign, FC Porto failed the most desired celebration, the title of national champion. The demand to which we commit daily does not allow us to an effusive balance. What is extraordinary for many, is recurring for us. Winning is our most remarkable facet. Since 1893. So, the 2015/2016 season is a new challenge. Alongside the continuity of the head coach, Spanish Julen Lopetegui, the sporting strategy has become hiring some well-established athletes and other still young, with unquestionable quality and remarkable margin for progression, which will be subject to strong appreciation in the short term. FC Porto decided to strengthen the first team with the likes of Iker Casillas, Maxi Pereira, Layún, Cissokho, Danilo Pereira, Imbula, André André, Sérgio Oliveira, Corona, Osvaldo, Varela and Bueno. These assets and the head coach's ambition will be determinant for a continued and long lasting evolution of the squad, and to get as far as possible in all competitions. We won t always win, but we will always win again. Futebol Clube do Porto Futebol, SAD 25
8. Information on own shares FC Porto Futebol, SAD holds 100 own shares, consolidated, worth 499. These shares, although a small representation of the social capital of the company, belong to PortoSeguro, a company of the group held at 90% by FC Porto Futebol, SAD. PortoSeguro has acquired 100 shares at the moment the SAD was formed, in 1997, and never alienated or acquired any more shares. Thus, in the beginning and the end of the financial year, FC Porto Futebol, SAD had 100 shares, worth 500. 9. Statement of the Board of Directors Under the terms of paragraph c) of point 1 of article 245 of the Securities Code, the directors of FC Porto Futebol, SAD, in charge of the company, state that, to their knowledge, the information presented in this report, the annual accounts and other accounting documents required by law or legislation, even if not approved by General Meeting, has been gathered in conformity with international financial reporting standards adopted in the European Union, giving a true and accurate image of assets and liabilities, of the financial situation and results of the issuer and of the companies included in the Group, and that the management report faithfully lays out the evolution in business, performance and position of the issuer and of the companies included in the Group, and contains a description of the main risks and uncertainties the company has to face. Futebol Clube do Porto Futebol, SAD 26
Porto, October 8 2015 Board of Directors, Jorge Nuno Lima Pinto da Costa Adelino Sá e Melo Caldeira Fernando Manuel Santos Gomes Reinaldo da Costa Teles Pinheiro Rui Ferreira Vieira de Sá Futebol Clube do Porto Futebol, SAD 27
B. Consolidated Financial Statements and Appendix 1. Statements of Consolidated Financial Position ASSETS Notes 30.06.2015 30.06.2014 NON-CURRENT ASSETS Tangible assets 7 139.965.096 1.197.406 Intangible assets - Players' registrations 8 65.909.714 61.505.641 Other intangible assets 7 1.715.184 1.764.128 Other financial assets 9 292.167 720.999 Goodwill 4 and 10 3.139.715 3.139.715 Trade receivables 11 13.545.184 11.243.921 Other non-current assets 13 8.091.867 24.691.949 Total non current assets 232.658.927 104.263.759 CURRENT ASSETS Inventories 12 2.180.310 1.596.982 Trade receivables 11 74.757.925 64.498.529 Other current assets 13 24.571.205 15.071.223 Other financial assets 14 6.826.271 - Cash and cash equivalents 14 18.240.722 14.965.439 Total current assets 126.576.433 96.132.173 TOTAL ASSETS 359.235.360 200.395.932 EQUITY AND LIABILITIES EQUITY Share capital 16 112.500.000 75.000.000 Own shares (499) (499) Share issue premiums 259.675 259.675 Legal reserve 169.075 169.075 Other reserves 652.307 652.307 Retained earnings (108.260.976) (68.266.976) Other changes in equity (331.262) - Consolidated net result for the year 19.351.824 (40.701.114) Equity attributable to equity holders of the parent company 24.340.144 (32.887.532) Non-controlling interests 17 58.763.775 (179.808) TOTAL EQUITY 83.103.919 (33.067.340) LIABILITIES NON-CURRENT LIABILITIES Bank loans 18 36.288.117 19.112.500 Bonds 18 63.711.415 19.395.933 Derivatives 33 526.226 - Trade payables 20 5.635.495 1.006.255 Other non current liabilities 21 15.963.736 12.762.622 Pension liabilities 23 335.224 448.818 Deferred tax liabilities 15 2.210.218 - Provisions 22-410.555 Total non current liabilities 124.670.431 53.136.683 Bank loans 18 61.454.581 71.040.781 Bonds 18-29.591.657 Other creditors 19 11.089.200 10.027.940 Trade payables 20 46.132.804 35.846.536 Other current liabilities 21 32.784.425 33.819.675 Total current liabilities 151.461.010 180.326.589 Total liabilities 276.131.441 233.463.272 TOTAL EQUITY AND LIABILITIES 359.235.360 200.395.932 Futebol Clube do Porto Futebol, SAD 28
2. Consolidated Statements of Results by Category Notes 30.06.2015 30.06.2014 Sales 3.828.129 3.720.078 Services rendered 24 88.510.534 66.978.193 Other income 1.250.341 1.914.559 Cost of goods sold 12 (2.654.892) (2.606.929) External supplies and services 25 (33.236.607) (42.048.016) Payroll expenses 26 (69.998.566) (48.885.294) Amortisation and depreciation excluding amortisation of players' registrations 7 (2.774.532) (559.339) Provisions and impairment losses excluding players' registrations 22 (632.435) 86.273 Other expenses (1.037.215) (1.161.977) Operational profit/(loss) excluding results with players' registrations (16.745.243) (22.562.452) Amortisation and impairment losses of players' registrations 27 (31.373.937) (27.130.704) Income/(expenses) related with transactions of players' registrations 27 82.500.431 23.906.857 51.126.494 (3.223.847) Total operacional profit/(loss) 34.381.251 (25.786.299) Financial expenses 28 (17.009.385) (12.734.466) Financial income 28 2.090.505 2.564.942 Gains and losses in investments 29 1.096.113 (1.532.169) Profit/(loss) before income tax 20.558.484 (37.487.992) Income tax 15 (600.791) (3.219.926) Consolidated profit/(loss) for the year 19.957.693 (40.707.918) Futebol Clube do Porto Futebol, SAD 29
3. Consolidated Statements of Comprehensive Income Notes 30.06.2015 30.06.2014 Net consolidated profit / (loss) for the year 19.957.693 (40.707.918) Other comprehensive income for the year Items that will not be reclassified to net income - - Items that future will be reclassified to net income - - Change in fair value of cash flow hedge derivatives 33 249.011 Actuarial gains and losses 23 138.526 Total consolidated comprehensive income for the year 20.345.230 (40.707.918) Attributable to: Equity holders of the parent company 19.739.361 (40.701.114) Non-controlling interests 17 605.869 (6.804) Futebol Clube do Porto Futebol, SAD 30
4. Consolidated Statements of Changes in Equity Capital Attributable to equity holders of the parent company Share Share Acções Own issue Legal Other Retained Other changes Consolidated net Non-controlling Notes capital Próprias shares premiums reserve reserves earnigs in equity result for the year Total interests Total Balance as at 1 July 2013 75.000.000 - (499) 259.675 132.753 188.262 (88.122.609) 20.355.997 7.813.579 (186.224) 7.627.355 Appropriation of consolidated profit of 2012: Transfer to legar reserve - - - - 36.322 - - (36.322) - - - Transfer to other reserves - - - - - 464.045 - (464.045) - - - Transfer to retained earnings - - - - - - 19.855.633 (19.855.633) - - - Changes in perimeter - - - - - - - 3 3 13.220 13.223 Total consolidated comprehensive income for the year - - - - - - (40.701.114) (40.701.114) (6.804) (40.707.918) Balance as at 30 June 2014 75.000.000 - (499) 259.675 169.075 652.307 (68.266.976) - (40.701.114) - (32.887.532) (179.808) (33.067.340) Balance as at 1 July 2014 75.000.000 - (499) 259.675 169.075 652.307 (68.266.976) - (40.701.114) (32.887.532) (179.808) (33.067.340) Appropriation of consolidated profit of 2013 - Transfer to legal reserve - - - - - - - - - - - - Transfer to other reserves - - - - - - - - - - - - Transfer to retained earnings - - - - - - (40.701.114) - 40.701.114 - - - Dividends distributed - - - - - - - - - - (25.716) (25.716) Capital increase amount 16 37.500.000 - - - - - - - 37.500.000-37.500.000 Changes in reserves - - - - - - - (11.685) - (11.685) (1) (11.686) Changes in perimeter 6 - - - - - - 707.114 (707.114) - - 58.363.431 58.363.431 Total consolidated comprehensive income for the year - - - - - - 387.537 19.351.824 19.739.361 605.869 20.345.230 Balance as at 30 June 2015 112.500.000 - (499) 259.675 169.075 652.307 (108.260.976) (331.262) 19.351.824 24.340.144 58.763.775 83.103.919 Futebol Clube do Porto Futebol, SAD 31
5. Consolidated Statements of Cash flow Notes 30.06.2015 30.06.2014 Operating activities: Cash receipts from trade debtors 90.429.496 65.454.943 Cash payments to trade creditors (38.604.559) (47.834.299) Cash payments to employees (73.965.833) (50.468.736) Other cash receipts/(payments) relating to operating activities (1.411.969) (4.022.410) Income taxes (paid)/received (601.276) (24.154.141) (4.566.891) (41.437.393) Net cash flow from operating activities (1) (24.154.141) (41.437.393) Investment activities: Cash receipts arising from: Tangible assets - 23.700 Players' registrations 76.585.758 71.246.628 Interest and similar income 1.025.838 77.611.596 620.168 71.890.496 Cash payments arising from: Investments (37.500.000) - Players' registrations (45.402.780) (68.127.923) Tangible assets (112.499) (83.015.279) (159.085) (68.287.008) Net cash from/(used in) investment activities (2) (5.403.683) 3.603.488 Financing activities: Cash receipts arising from: Investments 37.500.000 Loans obtained from investors (Note 19) 5.000.000 1.500.000 Loans obtained 77.408.767 119.908.767 95.368.000 96.868.000 Cash payments arising from: Loans obtained from investors (Note 19) (3.000.000) - Dividends (25.716) - Loans obtained (70.733.861) (51.017.500) Interest and similar charges (13.326.972) (87.086.549) (10.868.942) (61.886.442) Net cash from/(used in) financing activities (3) 32.822.218 34.981.558 Cash and cash equivalents at the beginning of the financial year 14 14.965.439 17.817.786 Variation of consolidation perimeter 6 10.889 - Net increase/(decrease) of cash and cash equivalents: (1)+(2)+(3) 3.264.394 (2.852.347) Cash and cash equivalents at the end of the financial year 14 18.240.722 14.965.439 Futebol Clube do Porto Futebol, SAD 32
6. Notes to Consolidated Financial Statements 1. INTRODUCTION Futebol Clube do Porto - Futebol, S.A.D. ( FCPorto, SAD or the Company ), with head office at Estádio do Dragão, Via F.C. Porto, Entrada Poente, 3rd Floor, 4350-451 Porto, was incorporated on 30 July 1997, and is the parent company of a group companies as presented in Note 5 as the FCP Group ( Group ). Its main activity considers the participation in professional football competitions and the sporting events promotion and organization. These consolidated financial statements are presented in euro, rounded to units, which is the currency presented by the Company in its operations and therefore considered its functional currency. 2. SIGNIFICANT ACCOUNTING POLICIES The significant accounting policies used in the preparation of the accompanying consolidated financial statements are as follows: 2.1 BASIS OF PRESENTATION The accompanying consolidated financial statements have been prepared on a going concern basis from the books and accounting records of the companies included in the consolidation, adjusted in the consolidation process to reflect International Financial Reporting Standards effective for financial years beginning 1 July 2014, as adopted by the European Union. Such standards include the International Financial Reporting Standards ( IFRS ) issued by the International Accounting Standards Board ( IASB ), the International Accounting Standards ( IAS ) issued by the Accounting Standards Committee ( IASC ) and the respective interpretations SIC and IFRIC issued by the International Financial Reporting Interpretation Committee ( IFRIC ) and Standing Interpretation Committee ( SIC ), that have been adopted by the European Union. These standards and interpretations are referred to hereinafter collectively as IAS/IFRS. The interim financial statements were prepared, quarterly, in accordance with IAS 34 Interim Financial Report. During the year ended as of 30 June 2015, no changes occurred in relation to the accounting policies presented in the consolidated financial statements as of 30 June 2014. The following standards, interpretations, amendments and revisions adopted ( endorsed ) by the European Union have become effective during the year ended as of 30 June 2015: The adoption and application of these standards and interpretations did not produce material changes in the financial statements of the Group as of 30 June 2015. The following standards, interpretations, amendments and revisions, with mandatory application in future years, were, until the approval date of the accompanying financial statements, endorsed by the European Union: 1 Standards, interpretations, amendments and revisions which have mandatory application in the financial year ended as of 30 June 2015: Futebol Clube do Porto Futebol, SAD 33
The following standards, interpretations, amendments and revisions were endorsed by the European Union and have mandatory application for the first time in the financial year ended as of 30 June 2015: Standard / Interpretation IFRS 10 - Consolidated Financial Statements Effective date (annual periods beginning on or after) 1-Jan-14 This standard is to establish requirements for the presentation of consolidated financial statements by the parent company, replacing, in these respects, IAS 27 - Consolidated and Separate Financial Statements and SIC 12 - Consolidation - Special Purpose Entities. This standard also introduces new rules concerning the definition of control and the determination of the scope of consolidation. IFRS 11 - Joint Arrangements 1-Jan-14 This standard replaces IAS 31 - joint Ventures and SIC 13 - Jointly Controlled Entities - Non- Monetary Contributions by Ventures and eliminates the possibility of using the proportional consolidation method in accounting for interests in joint ventures. IFRS 12 Disclosure of Interests in other entities 1-Jan-14 This standard establishes a new set of disclosures relating to investments in subsidiaries, joint arrangements, associates and unconsolidated entities. IAS 27 Separate Financial Statements (2011) 1-Jan-14 This amendment restricts the scope of IAS 27 to the separate financial statements. IAS 28 Investments in Associates and joint ventures (2011) Amendments: IFRS 10 - Consolidated Financial Statements; IFRS 12 - Disclosure of Interests in other entities (Investment activities) IAS 32 (Amendment) - Offsetting Financial Assets and Financial Liabilities 1-Jan-14 1-Jan-14 1-Jan-14 1-Jan-14 This amendment aims to ensure consistency between IAS 28 - Investments in Associates and new standards adopted, in particular IFRS 11 - Joint Arrangements. This amendment introduces an exemption from consolidation for certain entities that meet the definition of investment entity. It also determines rules for measurement of investments held by these investment entities. This amendment clarifies certain aspects of the standard due to the diversity of requirements in applying for compensation. Futebol Clube do Porto Futebol, SAD 34
IAS 36 (Amendment) Impairment (Recoverable Amount disclosures for nonfinancial assets) IAS 39 (Amendment) - Financial Instruments: Recognition and Measurement (Novation of Derivatives and Continuation of Hedge Accounting) IFRIC 21 - Levies 1-Jan-14 1-Jan-14 This amendment eliminates the disclosure requirements of the recoverable amount of a cash-generating unit like goodwill or intangible assets with indefinite useful lives allocated to periods where it was not recorded any impairment loss or reversal of impairment. Introduces additional disclosure requirements for assets for which it was recorded an impairment loss or reversal of impairment and the recoverable amount of these has been determined based on fair value less costs to sell. This amendment allows, in certain circumstances, the continuation of hedge accounting when a derivative designated as a hedging instrument is overhauled. This interpretation establishes the conditions regarding the timing of recognition of a liability related with a levy imposed by a government in result of a determined event (for example the participation in a certain market) in cases that payment has, as counterpart specified goods or services. Defined Benefit Plans: Employee Contributions (Amendments to IAS 19) 1-Jul-14 Amends IAS 19 Employee Benefits to clarify the requirements that relate to how contributions from employees or third parties that are linked to service should be attributed to periods of service. In addition, it permits a practical expedient if the amount of the contributions is independent of the number of years of service, in that contributions, can, but are not required, to be recognised as a reduction in the service cost in the period in which the related service is rendered. The effect in the consolidated financial statements of the Group for the year ended as of 31 June 2015, due to the adoption of the standards, interpretations, amendments and revisions mentioned above has not been significant. 2 Standards, interpretations, amendments and revisions with mandatory application in future years The following standards, interpretations, amendments and revisions, with mandatory application in future years, were, until the approval date of the accompanying financial statements, endorsed by the European Union: Futebol Clube do Porto Futebol, SAD 35
Standard Effective date (annual periods beginning on or after) Improvements to the International Financial Reporting Standards (2011-2013) 1-Jan-15 These improvements involve the clarification of some aspects of IFRS 1 - First-time Adoption of International Financial Reporting Standards, IFRS 3 - Business Combinations, IFRS 13 - Fair Value Measurement and IAS 40 - Investment Properties. 3 Standards, interpretations, amendments and revisions not endorsed by the European Union The following standards, interpretations, amendments and revisions with mandatory application in future years, have not yet been endorsed by the European Union at the date of approval of these financial statements: Standard IFRS 9 - Financial Instruments (2009) and subsequent amendments IFRS 14 Regulatory Deferral Accounts IFRS 15 Revenue from Contracts with Costumers IFRS 11 Joint Arrangements Amendments: IAS 16 - Property, Plant and Equipment; IAS 38 - Intangible Assets. Amendments: IAS 16 - Property, Plant and Equipment; IAS 41 - Agriculture. This amendment in inserted in the IAS 39 revision project and establishes the requirements for the classification and measurement of financial assets and liabilities and for the application of hedge accounting rules. This standard establishes the reporting requirements, by entities who first adopt IFRS / IAS applicable to regulatory deferral accounts. This standard introduces a revenue recognition structure based on principles and based on a model to be applied to all contracts entered into with customers. This amendment clarifies the IFRS 3 and should be applied when an investor acquires an interest in a jointly controlled entity when it is a business as defined by this standard. The application of IFRS 3 is required in the acquisition of the initial interest and subsequent acquisition of interests. The amendments clarify which methods of depreciation of tangible fixed assets and intangible assets that are allowed. These amendments establish that biological assets that fall within the definition of that bearer plants (eg vineyards, fruit trees, etc.) should be recorded as tangible fixed assets. Futebol Clube do Porto Futebol, SAD 36
IAS 19 Employee Benefits (Amendment) Amendments to IFRS 10 - Consolidated Financial Statements and IAS 28 - Investments in Associates IAS 27 Separate Financial Statements (2011) - Amendment This amendment clarifies the circumstances under which employee contribution for post-employment benefit plans are a reduction in the cost of short-term benefits. These amendments delete an existing conflict between the standards, related to the sale or contribution of assets between the investor and the associate or jointly controlled entity. This amendment introduces the possibility of applying the equity method in the valuation of investments in subsidiaries, associates and jointly controlled entities in the separate financial statements of an entity that presents consolidated financial statements. These amendments include the clarification of various aspects related to the application of the exception of consolidation by investment entities. Amendments to IFRS 10 - Consolidated Financial Statements, IFRS 12 - Disclosure of interests in other entities, and IAS 28 - Investments in associates and joint ventures (2011) Amendment - IAS 1 Presentation of Financial Statements (Disclosures) This amendment introduces a set of instructions and guidelines to improve and simplify the disclosures in the context of current IFRS reporting requirements. These improvements involve the review of several standards. Improvements to International Financial Reporting Standards (cycles 2010-2012 and 2012-2014) These standards have not yet been approved ( endorsed ) by the European Union and, as such, were not adopted by the Group for the year ended as of June 30 2015. 2.2 BASIS OF CONSOLIDATION The consolidation methods adopted by the Group in the preparation of the consolidated financial statements are as follows: a) Investments in Group companies Investments in companies in which the Group owns, directly or indirectly, more than 50% of the voting rights at Shareholders General Meetings or is able to establish financial and operational policies (definition of control used by the Group), are included in the consolidated financial statements using the full consolidation method. Equity and net profit attributable to minority shareholders are shown separately, under the caption Non-controlling interests, in the consolidated statement of financial position and in the consolidated income statement. Companies included in the consolidated financial statements using the full consolidation method are listed in Note 5. Futebol Clube do Porto Futebol, SAD 37
Adjustments to the financial statements of Group companies are performed, whenever necessary and considered relevant, in order to adapt accounting policies to those used by the Group. Intra-group balances and transactions are eliminated on consolidation process. b) Goodwill Differences between the cost of acquisition of investments in Group companies and the fair value of the identifiable assets and liabilities of those companies at the date of acquisition, when positive, are shown as Goodwill (Note 10). Goodwill is not amortised, being subject to impairment tests on an annual basis. Net recoverable amount is determined based on business plans performed by the Group management or on valuation reports issued by independent entities. Impairment losses recognized in the period are recorded in the income statement under the caption Provisions and impairment losses, excluding players registrations. Impairment losses related with goodwill may not be reversed. 2.3 MAIN ACCOUNTING POLICIES The main accounting policies used in the preparation of the consolidated financial statements are as follows: a) Tangible assets Tangible assets acquired up to 1 July 2004 (transition date to IFRS) are recorded at deemed cost, which corresponds to the acquisition cost net of accumulated depreciation and impairment losses recorded up to that date. Tangible assets acquired after that date are recorded at acquisition cost net of accumulated depreciation and impairment losses. Depreciation is calculated on a straight line basis, as from the date the assets are first used, over the expected useful life for each group of assets. The expected useful life of the main groups of assets is as follows: Buildings and other constructions - 8 to 50 years Machinery and equipment - 4 to 50 years Transport Equipment - 3 to 8 years Office equipment - 3 to 8 years Other tangible assets - 1 to 10 years The building associated with the Dragon Stadium is being amortized over a period of 50 years. Maintenance and repair costs relating to tangible assets which do not increase their useful life nor result in significant benefits or improvements are recorded directly as expenses in the period they are incurred. Gains or losses arising on sale or disposal of tangible assets are calculated as the difference between the selling price and the carrying amount of the asset at the date of its sale/disposal; these are recorded in the income statement under either Other income or Other expenses. Futebol Clube do Porto Futebol, SAD 38
b) Intangible assets - Players registrations The caption Intangible assets - Players registrations includes costs related with the acquisition of players registrations, including intermediation service costs, as well as signingon fees paid directly to the players, in accordance with the Decree-Law 103/97 of 13 September. When the percentage owned of players registrations is less than 100% (see Note 8), it means that although the Company is entitled to full use of the player s registration, it has entered into an associated financial interests contract with a third party, which consists of an investment partnership in the registration rights, resulting in the proportional sharing of the inherent results in future the transaction of these rights. If is estimated a loss on the recoverable amount of a player s registration ( impairment loss ), the corresponding impact is recognized in the income statement under the caption Amortization and impairment losses of players' registrations. The recognition and quantification of such impairment losses consider the carrying amount of players registrations, as of 30 June 2015, of players whose labour contracts have been terminated up to the approval date of the consolidated financial statements. Costs associated with securing the extension of a player s labour contract are also recorded under the caption Intangible assets - Players registrations, being determined a new book value for the player s registration which is amortized over the remaining revised contract term. Costs included in the caption Intangible assets - Players registrations are amortized over the period covered by contracts celebrated between the players and the Company, in accordance with Decree-Law 103/97 of 13 September. Players on loan The acquisition costs of players registrations that are on temporary loan to other clubs are maintained in the caption Intangible assets - Players registrations and continue to be amortized over the number of years these rights expire, according to the player s labour contract, as it s considered to exist a potential vaporization of the player registration while the player plays by other club under the referred loan. If a loss is estimated on the recoverable amount ( impairment loss ) of the players registrations on loan up to the end of the contract period, namely when the player is borrowed in its last year of contract, the corresponding effect is recorded in the income statement under the caption Amortization and impairment losses of players' registrations. c) Other intangible assets Other intangible assets (non-players registration) are stated at acquisition cost net of depreciation and accumulated impairment losses. Intangible assets are only recognized if it is probable that future economic benefits will flow from them to the Group, if they are controlled by the Group and if their value can be reliably measured. Depreciation is charged, on a straight-line basis over the estimated useful life of the assets as from the date the assets are available for use (Note 7). d) Leasing and long term rental Tangible assets acquired under finance lease contracts and the corresponding liabilities are recorded in accordance with the financial method, when complying with the requirements of Futebol Clube do Porto Futebol, SAD 39
IAS 17 - Leases. Accordingly, tangible assets are recorded as assets and corresponding obligations as liabilities in the statement of financial position. Both the finance charge and the depreciation expense for depreciable assets, calculated as explained in Note 2.3.a), are taken to the income statement in the period in which they are incurred. Long term rental instalments on assets acquired under this regime are recognised in full as expenses in the period to which they refer. Determination of whether contracts relate to finance leases or long term rentals is made based upon the substance rather than the form of the contracts. Operating lease instalments are recognized as expenses on a straight-line basis over the rental period. e) Impairment of non-current assets, except for Goodwill Assets are assessed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Whenever the book value of an asset exceeds its recoverable amount, an impairment loss is recognised in the profit and loss statement caption Provisions and impairment losses excluding players registrations. The recoverable amount is the higher of an asset s fair value less costs to sell and its value in use. Fair value less costs to sell is the amount obtainable from the sale of an asset in an arm s length transaction between knowledgeable parties, less costs of disposal. Value in use is the present value of estimated future cash-flow from the continued use of an asset and from its disposal at the end of its useful life. Recoverable amounts are estimated for each asset individually. Impairment losses recognised in prior years are reversed when it is concluded that the impairment losses previously recognised no longer exist or have decreased. This assessment is made whenever there is an indication that impairment losses previously recognised have been reversed. The reversal is recorded in the income statement caption Other income. However, reversal of the impairment loss is recognised only up to the amount at which the asset would have been recorded (net of depreciation) had no impairment loss been recognised for that asset in prior years. f) Borrowing costs Borrowing costs are recognised on an accruals basis in the income statement for the period in which they are incurred. g) Inventories Inventories are stated at acquisition cost or net realizable value, whichever is lower, using the average cost as costing method. Differences between cost and net realizable value, if negative, are shown as operating expenses under the caption Cost of sales. h) Provisions Provisions are recognised when, and only when, the Group has a present obligation (legal or constructive) as result of a past event, it is probable that a outflow of resources will be required to settle the obligation, and a reliable estimate can be made of that obligation. Provisions are Futebol Clube do Porto Futebol, SAD 40
reviewed and adjusted at the end of the reporting period to reflect the best estimate as of that date. i) Financial instruments i) Investments Investments are classified into the following categories: - Held to maturity - Investments measured at fair value through profit or loss - Available-for-sale Held to maturity investments are classified as non-current assets unless they mature within 12 months of the end of the reporting period. Investments classified as held to maturity have defined maturities and the Group has the intention and ability to hold them until the maturity date. The investments measured at the fair value through profit or loss include the investments held for trading that the Group acquires with the purpose of trading in the short term. They are classified in the consolidated statement of financial position as current investments. The Company classifies as available-for-sale investments those that are neither included as investments measured at fair value through profit or loss neither as investments held to maturity. These assets are classified as non-current assets, except if the sale is expected to occur within 12 months from the date of classification. All purchases and sales of investments are recognised on the trade date, independently of the settlement date. Investments are initially measured at cost, which is the fair value of the consideration paid for them, including transaction costs. Investments that do not have a quoted price and whose fair value cannot be reliably measured are stated at cost less any impairment losses. ii) Trade receivables and Other receivables Non-current accounts receivables are measured at amortised cost using the effective interest method, less any impairment. Current account receivables are presented in the statement of financial position, net of any impairment losses, and are recorded at their nominal value, except when the effect of discounting is material, when they are recorded at amortised cost using the effective interest method. Financial income is calculated in accordance with the effective interest rate, except for very short term receivables when the income amounts to recognize would be immaterial. Accounts receivables are recorded as current assets, except when its maturity is greater than 12 months from the end of the reporting period, when they are classified as non-current assets. These financial assets are included in the captions presented in Note 11. Impairment is recognized if there is objective and measurable evidence that, as a result of one or more events that occurred, the balance will not be fully received. Therefore, each group company takes into consideration information that indicates: - Significant financial difficulty of the counterparty; - Default or delinquency in payments; - It becoming probable that the counterparty will enter bankruptcy or financial re-organization. Futebol Clube do Porto Futebol, SAD 41
iii) Financial liabilities and equity instruments Financial liabilities and equity instruments are classified and recorded based upon their contractual substance. Equity instruments are contracts that evidence a residual interest in the assets of the Group after deducting all of its liabilities, and are recorded at the proceeds received, net of direct issue costs. The preferred shares issued by the company are classified as equity instrument when redemption occurs only by company s option and the dividends are paid by the company on a discretionary basis. iv) Loans Loans are recorded as liabilities at their nominal value net of transaction costs directly related to the issuance of those instruments. Financial expenses are calculated based on the effective interest rate and are recorded in the income statement on an accruals basis. v) Trade payables and Other payables Accounts payables are recorded at amortized cost using the effective interest rate method. Current accounts payable are stated at their nominal value, unless the effect of discounting is considered material, when they are recorded using the effective interest rate method. The financing costs are calculated according to the effective interest rate, except for amounts payable to very short-term securities which would be to recognize immaterial. Accounts payable are classified as current liabilities, except in cases where the maturity is longer than 12 months of the end of the reporting period, which are classified as non-current. These liabilities are included in the classes identified in Note 20. vi) Discounted bills Trade receivables represented by discounted bills that have not yet matured at the end of the reporting period remain recorded in the statement of financial position until they are collected. vii) Cash and Cash Equivalents Cash and cash equivalents include cash on hand, cash at banks, term deposits and other treasury applications which mature in less than three months and are subject to insignificant risk of change in value. In the consolidated statement of cash-flows, Cash and cash equivalents also include bank overdrafts, which are included in the statement of financial position caption Bank loans. viii) Other financial assets Players economic rights The amounts includes in the caption Other financial assets Players economic rights are related to the economic rights over several players whose sporting rights were sold by FCPorto SAD, while keeping part of their economic rights. These assets are registered at cost, less possible impairment losses. Futebol Clube do Porto Futebol, SAD 42
ix) Effective interest rate method Effective interest rate method is a method of calculating the amortized cost of a financial asset or liability and of allocating interest income or expense over the relevant period. The effective interest rate method is the one used to calculate the amortization cost of a financial asset or liability and to realize the income or cost allocation up to maturity of the financial instrument. The effective interest rate is the one that, being used to discount estimated future cash flows associated to the financial instrument, allows to meet its actual value to the financial instrument value on the initial recognition date. x) Impairment of financial instruments Financial assets are analysed at each consolidated financial statement date to verify the existence of impairment losses indicators. The financial assets are considered in situation of impairment when there is objective evidence that, as a consequence of one or more events occurred after the assets initial recognition the estimated cash flows had been negatively affected. For the financial assets measured at amortized cost, the impairment is calculated by the difference between the asset's carrying amount and the present value of estimated future cash flows, discounted at the financial asset's original effective interest rate. For investments on subsidiaries, measured at acquisition cost less impairment, the impairment analysis evolves the use of discounted cash flows models to estimate the value in use of the referred investments. Such models imply that the Company estimated the present value of future cash flows of the subsidiary company according to a discount rate in line with its associated risk. It is the Board of Directors understanding that the use of the above mentioned methodology is adequate to conclude on the eventual existence of financial investments impairment as it incorporates the best available information as at the date of the financial statements h) Contingent assets and liabilities Contingent assets are possible assets arising from past events and whose existence will be confirmed only by the occurrence or non-occurrence of one or more uncertain future events not within the full control of the Group. Contingent assets are not recorded in the consolidated financial statements but disclosed when future economic benefits are probable. Contingent liabilities are defined by the Group as (i) possible liabilities arising from past events, the existence of which will only be confirmed by the occurrence, or not, of one or more uncertain future events not under full control of the Group, or (ii) present obligations arising from past events, but which are not recognised because it is unlikely that there will be an outflow of financial benefits to settle the obligation or the amount of the obligation cannot be reliably measured. Contingent liabilities are not recorded in the consolidated financial statements. Instead they are disclosed in the notes to the financial statements, unless the probability of a cash outflow is remote, in which case, no disclosure is made. k) Income tax The below mentioned group of companies, which is dominated by Futebol Clube do Porto Futebol, S.A.D., has been taxed in accordance with the special regime for taxation of company groups ( Regime Especial de Tributação de Grupo de Sociedades RETGS ). Futebol Clube do Porto Futebol, SAD 43
The companies included in the tax group, the June 30, 2015, taxed according to RETGS are as follows: Futebol Clube do Porto Futebol, S.A.D. PortoComercial Sociedade de Comercialização, Licenciamento e Sponsorização, S.A. PortoEstádio, Gestão e Exploração de Equipamentos Desportivos, S.A. PortoSeguro - Sociedade Mediadora de Seguros do Porto, Lda. Dragon Tour Agência de Viagens, S.A. Income tax for the year is determined based on the taxable results of the companies included in the consolidation and takes into consideration deferred taxation. According to existing Portuguese legislation, company s tax returns included in the consolidation are subject to revision and correction by the Tax Administration during a period of four years (five years for Social Security), unless there were tax losses, have been granted tax benefits, or there are ongoing inspections, complaints or disputes, these cases where, depending on the circumstances, the deadlines are elongated or suspended. Besides the referred in Note 22 and 34 relatively to inspections, complaints and ongoing impeachments, the tax situation on the years ended on 30 June 2012 and 30 June 2015 may still be subject to review and possible corrections. The Board of Directors of the Parent-Company and its subsidiaries believe that any adjustments resulting from review by the Tax Administration and the tax situation for tax-businesses, for the years in open, should not have a significant effect on the consolidated financial statements. Under Article 88 of the Tax Code the corporate income businesses of the Group, are subject to additional taxation on a separate set of charges at the rates provided for in the mentioned article. Deferred taxes are calculated using the balance sheet liability method and reflect the temporary differences between the amount of assets and liabilities for accounting purposes and the corresponding amounts for tax purposes. Deferred taxes are calculated and annually evaluated using the tax rates expected to be in force or announced at the time the temporary differences are reversed. Deferred tax assets are only recorded when there is reasonable expectation that sufficient taxable profits will arise in the future to allow such deferred tax assets to be used or when there are temporary taxable differences that compensate temporary tax deductible differences in the period they reverse. At the end of each period the Group reviews the deferred tax assets and reduces them whenever their realisation ceases to be likely. l) Revenue and Accruals Revenue is recorded at fair value of assets received or receivable, net of discounts. i) Sales of goods Revenue from the sales of goods (merchandising products) is recognised in the income statement when: (i) the significant risks and benefits of ownership of the assets have been transferred to the buyer, (ii) the Group does not retain continued management involvement of the asset sold to a degree usually associated with ownership or effective control over it, (iii) the amount of revenue can be reliably measured, (iv) it is likely that the economic benefits associated with the transaction will flow to the Group, and (v) the costs incurred or to be incurred with the transaction can be reliably measured. Sales are recognised net of taxes, Futebol Clube do Porto Futebol, SAD 44
discounts and other costs, including commissions, at the fair value of the amount received or receivable. ii) Sale of players registrations Gains or losses on disposal of players registrations are recorded in the income statement under the caption Income/(expenses) related with transactions of players' registrations and are calculated as the difference between the selling price and the carrying amount of the player s registration at the date of the sale and any other costs related directly with the sale, including intermediation service costs and costs with liabilities relating to the solidarity mechanism (that corresponds to a compensation at the time of the transfer of a player to another club, before the term of the respective sporting contract in is actual club, to its former clubs that the players where registered since their 12 th and their 23 rd birthday this amount corresponds to 5% of the transfer value, to distribute proportionally among them, 0.25% from 12 th to 15 th anniversary and 0.5% from 16 th to 23 rd anniversary). Whenever relevant, the effect of discounting future receipts to its present value is considered in the determination of the transaction result. Gains or losses on sale of players registrations are recognized in the income statement when the significant risks and benefits of the player s registration have been transferred. iii) Contracts of association of economic interests The gains arising from the celebration of contracts of association of economic interests, which consists of an investment partnership, are recorded in the income statement or in statement of financial position (liabilities), depending if the significant benefits and risks arising from those transactions have been, or not, effectively and materially transferred, according to the contractually defined. iv) Bonuses for participation in European Competitions Fixed bonuses for obtaining the right to participate in the UEFA Champions League are recognised in the period in which participation is guaranteed, which is independent of the performance in that competition. The related costs, namely the players and technical staff s bonuses are equally recorded in the period in which participation is guaranteed. Variable bonuses depending on sporting performance are recorded in the period the matches are played. v) Other income Income relating to broadcasting rights, advertising and sponsorships is recorded in the income statement in accordance with the duration period of the respective contracts. Income relating to football matches is recognised in the period the matches are played. Interest and financial income are recognised on an accruals basis at the applicable effective interest rates. Other income and expenses are recorded in the period to which they relate, regardless of their date of payment or receipt. Differences between the amounts received or paid and the corresponding income and expenses are recognised in captions Other non-current assets, Other current assets, Other current liabilities and Other non-current liabilities Futebol Clube do Porto Futebol, SAD 45
m) Post-Employment benefits The Group has committed to grant to certain employees cash benefits as pension complements for retirement, which configure a defined benefit plan. In order to estimate its liability for payment of these benefits, actuarial liabilities were calculated in accordance with the Projected Unit Credit Method. Actuarial gains and losses are recorded in the statement of other comprehensive income in the year they occur, as defined in IAS 19. Pension liabilities are recognized on the balance sheet date under the caption "Pension liabilities" and represent the present value of obligations for defined benefit plans, adjusted for actuarial gains and / or liabilities for past services not recognized. n) Foreign currency balances and transactions All foreign currency assets and liabilities are translated to Euro at the official year-end exchange rates. Exchange gains and losses resulting from differences between the exchange rates in force on the date of the transactions and those in force on the date of collections, payment or the end of the reporting period are recognised as gain or loss in the income statement of the period. o) Subsequent events Events after the end of the reporting period that provide additional information on conditions existing at the end of the reporting period (adjusting events), are reflected in the consolidated financial statements. Events after the end of the reporting period that provide information about conditions arising after the end of the reporting period (non-adjusting events), when material, are disclosed in the notes to the financial statements (Note 35). p) Judgements and estimates In the preparation of the accompanying consolidated financial statements judgments and estimates were made and several assumptions were used that affected the value of the assets and liabilities presented, as well as the presented amounts of revenues and expenses for the period. Estimates used and underlying assumptions were determined based on the best information available of the ongoing events and transactions, at the approval date of these financial statements, as well as based on best knowledge of past and present events. However, not foreseeable situations may occur in subsequent periods, which were not considered in these estimates. Changes to these estimates that occur in subsequent periods will be prospectively corrected. For this reason and considering the uncertainty level incorporated, actual results of these transactions may differ of the corresponding estimates. The most significant accounting estimates reflected in the consolidated income statements include: Futebol Clube do Porto Futebol, SAD 46
(i) (ii) (iii) Useful lives of tangible and intangible assets; Impairment analysis of Goodwill, of financial assets (namely, players economic rights), of the intangible assets players registrations (Note 2.3.b)), and of other tangible and intangible assets; Recognition of adjustments on assets and provisions. q) Segment information Every year, the Group s most adequate applicable segments are identified considering the developed activities. Information regarding income by business segment is included in Note 32. 3. FINANCIAL RISK MANAGEMENT In addition to the risks inherent to the results of the sports activity and its impacts on the economic results and on the assets appreciation, the Group s activity is also exposed to a variety of financial risks, such as market risk, credit risk and liquidity risk. These risks are the result of the uncertainty inherent to the financial markets, which is reflected in the capacity to estimate future cash-flows and returns. The Group s risk management policy seeks to minimize any adverse effects arising from these uncertainties characteristic of financial markets. 3.1. Market risk a) Interest rate risk The interest rate risk is primarily result of loans indexed to variable interest rates. The Group's debt is mainly indexed to variable and fixed interest rates, exposing the cost of debt to a risk of volatility. The impact of such volatility in the profits and equity of the Group is significant given the high level of indebtedness of the Group. Although the interest rate risk is significant, the Group does not, usually, use interest rate derivatives for hedging this risk. As of 30 June 2015 and 2014, the Group presents a debt of approximately 172,543 thousand Euro and 149,169 thousand Euro, respectively, divided between current and non-current loans (Notes 18 and 19) contracted with various financial institutions. Interest rate sensitivity analysis The sensitivity analysis presented below was computed on the basis of the Group's exposition to changes in interest rate on financial instruments with reference to the estimate of average indebtedness in the season. For financial instruments, the analysis was prepared on the understanding that changes in market interest rates affect interest income or expenses of financial instruments indexed to variable interest rates. The mentioned analysis pointed out that if the Euribor had been 50 basis points higher and all other variables held constant, the financial charges for the year ended 30 June 2015 would increase by, approximately 234,000 Euro (327,000 Euro in the financial year ended 30 June 2014). Futebol Clube do Porto Futebol, SAD 47
b) Exchange rate risk Developing its activity, the Group carries out some transactions denominated in currencies other than Euro, namely transactions of players registrations. However, such transactions in foreign currency have been insignificant, being the vast majority contracted in Euro, and residually in U.S. dollars. Thus, the Group does not use derivatives for hedging, namely exchange rates forwards. 3.2. Credit risk The Group's exposure to credit risk is mainly related with accounts receivable arising from the sale of players registrations and other transactions related with the Group s activity, namely the sale of broadcasting rights, advertising and various sponsorships. The credit risk refers to the risk of the counterparty defaulting on its payment contractual obligations, resulting in a financial loss to the Group. The objective of this risk management is to ensure the effective credit collections on established deadlines without affecting the Group s financial stability. The evaluation of this risk is made on a regular basis, and the management s goal is (a) to evaluate the counterparty in order to assess its ability to pay the debt, (b) to monitor the evolution of the amount of trade receivables, and (c) to perform an impairment analysis of accounts receivables on a regular basis. The Group does not consider there is significant credit risk with any entity in particular, or with a group of entities with similar characteristics, to the extent that accounts receivables are spread across various customers and different geographical areas. The Group asks for credit guarantees, when the financial position of the client recommends so. For customers with higher credit risk, or when the account receivable is greater than normal, these guarantees should be bank guarantees. Impairment losses related to accounts receivables are calculated taking into consideration: (a) the client s risk profile, (b) the term of collection of each contract, which differs in each line of business, and (c) the customer s financial conditions. Changes in accumulated impairment losses for the years ended 30 June 2015 and 2014 are disclosed in Note 22. As of 30 June 2015 and 2014, the Group considers that there is no need to book additional impairment losses besides the amounts recorded on those dates and summary disclosed in Note 22. 3.3. Liquidity risk Liquidity risk is defined as the risk of lack of ability to settle or accomplish its obligations on stipulated time and reasonable price. The existence of liquidity implies that management parameters are set which maximize the return and minimize the opportunity costs associated with the liquidity in a safe and efficient manner. This risk management in the Group aims to: - Liquidity - ensure the permanent and efficient access to funds to meet correct payments to the respective due dates; - Security - minimize the probability of default in the refund of any application of funds; and - Financial efficiency -minimise the cost of opportunity of excessive short term liquidity. The Group aims to make compatible the due dates of assets and liabilities through an active management of its maturities. Normally, each contract loan is guaranteed by a receivable account balance (due to player s registration sale, or due to receivables amounts related to Futebol Clube do Porto Futebol, SAD 48
European competitions bonuses and broadcasting rights); additionally, usually, the maturity dates of such loans match the due dates of the accounts receivables. The information considered in the notes to the consolidated financial statements, regarding the maturity analysis of financial liabilities includes the due amounts, not discounted, and based upon the worst case scenario, which is, the shortest period in which the liability becomes due, assuming the compliance of all requirements set contractually. Regarding the liquidity risk, as of 30 June 2015, despite the consolidated financial statements show a equity attributable to equity holders of the parent company of 24 million Euro and a negative working capital in approximately 25 million Euro (84 million Euro as of 30 June of 2014), it is conviction of the Board of Directors that based (i) on loans obtained, or in the process of be obtained (ii) on the renegotiation of maturities of existing loans, as well as (iii) the predictions of the eventual financial reinforcement resulting from the sale of players registration sporting rights, as it has been usual in prior years, this risk is properly mitigated. 3.4. Regulatory risk - Financial Fair Play FCP, SAD is subjected to the licensing system for admission of football clubs in participating on UEFA organized competitions: "UEFA Club Licensing and Financial Fair Play Regulations". This regulation governs the rights, duties and responsibilities of all parties involved in the club licensing system for participation in the UEFA competitions and sets in particular the sport s related to infrastructures, administrative and staff-related, legal and financial minimum criteria to be met by a sports company in order to obtain a license to participate in UEFA club competitions as part of the admission process to the competition. According to this system FCP SAD, will have to meet a set of requirements, among which the following stands out: 1. Inexistence of overdue and unpaid debts (i) with football clubs regarding the players registrations transfers and (ii) towards employees and/or tax authorities and social security; 2. Verification of the equilibrium ("breakeven") between the relevant revenues and relevant costs, which the acceptable accumulated deviation raises to a 5 million Euro for a monitoring period equivalent to the sum of three exercises (the three previous seasons, except the first year of application of this criteria (season 2013/2014) in which it was considered only two seasons). However, this negative deviation may be exceeded if such excesses are fully covered by equity contributions from shareholders or and / or related parties: Seasons of 2013/14 and 2014/15: 45 million Euro; Seasons of 2015/16, 2016/17 and 2017/18: 30 million Euro The sanctions for non-compliance with these rules may include (i) warnings, (ii) fines, (iii) retention of premiums paid and, ultimately, (iv) the prohibition to participate in UEFA s organized competitions. The FCP-SAD has been monitoring his situation regarding the new Financial Fair Play criteria and is currently complying with these requirements. 3.5. Sportive risk The main activity of FCP, SAD is the participation in national and international professional football competitions. Therefore, the Company depends on the existence of these sportive competitions, the maintenance of their participation s rights, the maintenance of the premiums paid under these competitions and the sportive performance achieved by its professional Futebol Clube do Porto Futebol, SAD 49
football team, particularly the possibility of qualifying for the European competitions mainly the UEFA Champions League. By its turn, sports performance may be affected by the sale or purchase of players registrations considered essential for the sportive performance of FCP, SAD. As predicted in the sports companies activity, FCP, SAD regularly sells regularly its players registrations. In the acquisition of each players registrations, there is no guarantee that the value of a potential sale corresponds to their fair value or even that there will be interested buyers in acquiring the players registrations of a certain player. As usual in its activity, FCP, SAD has players registrations that may be sold at any time, and, in case of sale of those players registrations, it may not be possible to find players that replace the players that were sold, providing at least the same level of performance. Significant part of the operating income of FCP, SAD arises from the sale of football matches broadcasting rights of advertising contracts. These revenues are dependent on the media and sports projection of their main football team as well as the negotiating power of FCP, SAD towards the entities to which these exploitation rights are transferred of those activities. In addition, FCP, SAD is dependent on the ability of counterparties to such contracts comply with the agreed payments and, ultimately, to be possible to find other competitors in the market of those entities. Costs related with the set of FCP, SAD football players, assume a determining weight in its operating results. The profitability and the economic and financial balance of the Company are, therefore, significantly dependent on the ability of the FCP, SAD Management to ensure a moderate increase in average costs per player and the rationalization of the number of players, specially taking into account the criteria of Financial Fair Play defined in Section 3.4. 4. CHANGES IN ACCOUNTING POLICIES, ESTIMATES AND ERRORS During the year there were no changes in accounting policies, nor changes in estimates and material errors related with prior periods. 5. COMPANIES INCLUDED IN THE CONSOLIDATED FINANCIAL STATEMENTS The companies included in the consolidation by the full consolidation method (Note 2.2.a), their head offices, the percentage of share capital held by the Group and activity as of 30 June 2015 and 2014 are as follows: Futebol Clube do Porto Futebol, SAD 50
Company Head Office Activity % participation held % participation held 30.06.2015 30.06.2014 Futebol Clube do Porto Futebol, S.A.D. Porto Participation in professional footbal competitions and the sporting events promotion and organization Parent company Parent company PortoComercial Sociedade de Comercialização, Licenciamento e Porto Sponsorização, S.A. ( PortoComercial ) Image rights commercialization, sponsoring, merchandising and products licensing. 93.50% 93.50% F.C.PortoMultimédia - Edições Multimédia, S.A. ( PortoMultimédia ) Porto Editing, production and commercialization of multimedia material and to the Inetrnet, periodical and non-periodical publications. 70% 70% PortoEstádio Gestão e Exploração de Equipamentos Desportivos, S.A. ( PortoEstádio ) PortoSeguro - Sociedade Mediadora de Seguros do Porto, Lda. ( PortoSeguro ) Porto Sport equipmentmanagement and exploration. 100% 100% Porto Insurance brokerage. 90% 90% Dragon Tour, Agência de Viagens, S.A. ( DragonTour ) Porto Organization and sale of travek and tour packages; ticket and seat reservation; representation of other travel agencies and tourism. 93.50% 93.50% FC Porto Media, S.A. ( FCPMedia ) Porto Concept, design, development, production, direction, promotion, marketing, acquisition, exploration rights, recording, distribution and dissemination of works and audiovisual progrms, multimedia, television, video, cinema, theme, internet, channels, tourist events, cultural and sporting in any formats and systems; managing, operating ad providing services in the areas of recording, production and communication of audiovisual works, television shows, souns, images, and any other audiovisual media; issue periodic publicities, books and multimedia. 98.78% 98.78% Euroantas, Promoção e Gestão de Empreendimentos Imobiliários, S.A. ( Euroantas ) (a) Porto Exploration of property assets, namely "Estádio do Dragão" 47% 0% (a) An entity that became part of the consolidation perimeter on 22 October 2014. 6. CHANGES TO THE CONSOLIDATION PERIMITER 2014/15 On 22 October 2014 FC Porto SAD acquired a stake equivalent to 47% of the share capital of Euroantas to FC Porto (Club). The Board of Directors of FC Porto, SAD understood that, by acquiring this participation and by having passed to control the financial and operating policies of Euroantas, FC Porto SAD holds control over Euroantas; as so this entity became part of the consolidation perimeter as from that date. As at that date (22 October 2014) the fair value of the assets and liabilities of that subsidiary as well as the computation of goodwill, are as follows: Futebol Clube do Porto Futebol, SAD 51
Assets Tangible fixed assets (Note 7) 106,779,263 Costumers 4,154,557 Cash and cash deposits 10,889 Other current assets 6,298,324 Deferred assets 3,901,535 Other accounts payable 340,232 Liabilities Loans obtained (15,269,690) Derivatives (786,967) Suppliers (8,845,392) Deferred liabilities (18,571,199) Others (120,332) Net assets Total effective percentage Equity value acquired 77,891,220 (iii) 47.00% (ii) 51,756,250 (i) 32,228,461 (iv)=(i)/(ii)-(iii) Diference between the accounting value and tax value of the Stadium 10,727,247 Tax rate 21% Deferred tax liabilities 2,252,722 (v) Total Goodwill (Nota 7) Non-controlling interests 34,481,183 (vi)=(v)+(iv) 58,363,431 (vii)=(i)/(ii)-(i) The Goodwill of Euroantas, arising from the acquisition, was computed based on the financial statements of the acquired subsidiary reported as of October 22, 2014. It fair allocation exercise of the acquired assets and liabilities, differences were detected in relation to the book value, having this Goodwill been fully allocated to the value of the fixed tangible asset "Estádio do Dragão" (the main activity of this company is the exploitation of real estate assets, namely the " Estádio do Dragão ", which is the major component of its assets) in accordance with an independent evaluation. However, the determination of the goodwill was been provisionally determined, as the Group can proceed to its recalculation and recognition of eventual adjustments to those provisional values within twelve months after the date after the acquisition date. If this acquisition had been reported as of 1 July 2014, the income for the year the Group ended June 30, 2015 would increase in the amount of approximately 282,000 Euros and net income would have decreased by approximately 7,000 euros. 2013/14 On July 30, 2013, was approved at the General Shareholders Meeting of FC Porto Media, S.A., the increase of its share capital from 50,000 Euro to 4,050,000 Euro by the reinforcement of four million Euro, carried solely by the shareholder Football Club Porto - Futebol, SAD as follows: (i) in the form of new contributions in kind - conversion of loans into equity in the amount of 1,355,850 Euro, through the issue of 271,170 shares with a nominal value of 5 Euro Futebol Clube do Porto Futebol, SAD 52
each and (ii) in the form of new cash inflows in the amount of 2,644,150 Euro, through the issuance of 528,830 shares with a nominal value of 5 Euro each. In the sequence of this capital increase operation in FC Porto - Media, S.A., FC Porto, SAD now holds directly 98.78% of the subsidiary s share capital (which corresponds to a total holding percentage, directly and indirectly, of 98.81%) and the control of that company, therefore it was included in the consolidation perimeter by the full consolidation method with reference to that date. The fair value of assets and liabilities at the date of the first consolidation of that subsidiary (July 31, 2013), as well as the computation of goodwill generated, was as follows: Assets Tangible fixed assets 262,933 Costumers 902,946 Other current assets 340,207 Cash and cash deposits 2,149,061 Liabilities Auppliers (1,851,128) Other current liabilities (690,469) Net assets 1,113,550 Total effective percentage 98.81% Equity value acquired 1,100,330 (i) Non-controlling interests 13,220 1,113,550 Capital increase amount 4,000,000 Investment of the Group on FCP Media before the capital increase operation 2,000 Acquisition value 4,002,000 (ii) Computed Goodwill 2,901,670 (iii) = (ii) - (i) The goodwill of the FCP - Media, S.A., arising from the acquisition, was computed based on the financial statements of the subsidiary acquired as of July 31, 2013. In fair value allocating exercise of the assets and liabilities acquired, no differences were detected when comparing with its book value, so the difference between these and the value of the investment was recorded as Goodwill. However, the determination of the Goodwill has been provisionally determined, as the Group can proceed to its recalculation and recognition of eventual adjustments to those provisional values within twelve months after the acquisition date. If this acquisition had been reported as of July 1, 2013, the revenue of the Group for the year ended as of June 30, 2014 would have increased in the amount of approximately 282,000 Euro and net income would have decreased by approximately 53,000 Euro. Futebol Clube do Porto Futebol, SAD 53
7. TANGIBLE AND OTHER INTANGIBLE ASSETS During the years ended 30 June 2015 and 2014, the movements in tangible and other intangible assets, as well as depreciation and accumulated impairment losses, were as follows: Tangible Assets 30.06.2015 Land and Buildings Other Fixed natural and other Machinery and Office tangible assets in resources Construtions Equipment Vehicles equipment assets progress Total Gross cost: Opening balance (30.06.2014) - 1,102,098 3,445,312 1,143,230 2,292,856 256,679-8,240,175 Changes in consolidation perimeter (Note 6) 13,830,598 93,909,553 31,833,001-19,764 126,504-139,719,420 Imputation of the fair value (Note 6) - 34,481,183 - - - - - 34,481,183 Additions - - 120,232 - - - 112,499 232,731 Regularizations - 101 - - - - 101 Closing balance (30.06.2015) 13,830,598 129,492,935 35,398,545 1,143,230 2,312,620 383,183 112,499 182,673,610 Accumulated depreciation and impairment losses Opening balance (30.06.2014) - 815,538 2,797,163 1,037,514 2,136,143 256,411-7,042,769 Changes in consolidation perimeter (Note 6) - 19,809,090 13,095,364-17,109 18,594-32,940,157 Depreciation - 2,129,295 489,943 46,303 57,731 2,316-2,725,588 Closing balance (30.06.2015) - 22,753,923 16,382,470 1,083,817 2,210,983 277,321-42,708,514 Carrying value 13,830,598 106,739,012 19,016,075 59,413 101,637 105,862 112,499 139,965,096 Tangible Assets 30.06.2014 Buildings and Other Tangible fixed other Machinery and Office tangible assets in constructions equipment Vehicles equipment assets progress Total Gross cost: Opening balance (30.06.2013) 822,598 3,438,884 1,264,527 2,292,025 256,679 218,551 8,293,264 Changes in consolidation perimeter (Note 6) 279,500 - - 831 - - 280,331 Additions - 6,428 37,303 - - - 43,731 Disposals - - (158,600) - - - (158,600) Regularizations - - - - - (218,551) (218,551) Closing balance (30.06.2014) 1,102,098 3,445,312 1,143,230 2,292,856 256,679-8,240,175 Accumulated depreciation and impairment losses Opening balance (30.06.2013) 714,362 2,599,694 1,129,255 2,037,514 251,333-6,732,158 Changes in consolidation perimeter (Note 6) 17,029 - - 369 - - 17,398 Depreciations 86,500 197,469 66,858 98,260 5,078-454,165 Sales - - (158,599) - - - (158,599) Regularizations (2,353) - - - - - (2,353) Closing balance (30.06.2014) 815,538 2,797,163 1,037,514 2,136,143 256,411-7,042,769 Carrying amount 286,560 648,149 105,716 156,713 268-1,197,406 Other intangible assest 30.06.2015 Industrial property Others Total Gross cost Opening balance (30.06.2014) 2,465,597 227,432 2,693,029 Closing balance (30.06.2015) 2,465,597 227,432 2,693,029 Accumulated depreciation and impairment losses Opening balance (30.06.2014) 705,079 223,822 928,901 Depreciation 45,466 3,478 48,944 Closing balance (30.06.2015) 750,545 227,300 977,845 Carrying amount 1,715,052 132 1,715,184 Futebol Clube do Porto Futebol, SAD 54
Other intangible assets 30.06.2014 Industrial property Others Total Gross cost Opening balance (30.06.2013) 2,344,848 227,432 2,572,280 Additions 120,749-120,749 Closing balance (30.06.2014) 2,465,597 227,432 2,693,029 Accumulated depreciation and impairment losses Opening balance (30.06.2013) 668,603 155,124 823,727 Depreciation 36,476 68,698 105,174 Closing balance (30.06.2014) 705,079 223,822 928,901 Carrying amount 1,760,518 3,610 1,764,128 The caption Industrial property relates, essentially, to the right to use the FCP trademark during a period of 99 years, and is being amortised over that period. 8. INTANGIBLE ASSETS - PLAYERS REGISTRATIONS During the financial years ended 30 June 2015 and 2014, the movement in Players registrations as well as depreciation and accumulated impairment losses, was as follows: Intangible Assets - Player's registrations 30.06.2015 30.06.2014 Gross Cost Opening balance 117,698,516 120,789,429 Acquisitions 53,372,782 18,789,708 Sales (46,285,529) (20,827,879) Transfers (Note 9) (250,000) (8,599) Disposals (Note 27) (4,326,192) (1,044,143) Closing balance 120,209,577 117,698,516 Accumulated depreciation and impairment losses Opening balance 56,192,875 44,630,531 Depreciation (Note 27) 30,227,292 26,379,179 Impairment losses for the year (Note 27) 1,146,645 563,333 Sales (29,955,014) (14,524,217) Disposals (Note 27) (3,311,935) (855,951) Closing balance 54,299,863 56,192,875 Carrying amount 65,909,714 61,505,641 Acquisitions The main acquisitions made in the year ended 30 June 2015, in amount, can be resumed as follow: Futebol Clube do Porto Futebol, SAD 55
Player Economic rights percentage Acquisition date Vendor Contract end date Acquisition cost Additional expenses Total acquisition cost Adrian Lopez 60% jul-14 Club Atlético de Madrid jun-19 11,000,000-11,000,000 Martins Indi 100% jul-14 Feyenoord Rotterdam N.V. jun-18 7,700,000 600,000 8,300,000 Brahimi 100% jul-14 Granada Club de Futbol jun-19 6,500,000 361,620 6,861,620 Quintero 50% dez-14 Delfino Pescara 1936 SRL jun-17 4,500,000-4,500,000 Aboubakar 30% ago-14 Football Club Lorient jun-18 3,000,000 580,000 3,580,000 Marcano 100% ago-14 Football Club Rubin jun-18 2,650,000 640,000 3,290,000 Hernani 75% fev-15 Vitória Sport Clube - Futebol, SAD jun-19 2,900,000 120,000 3,020,000 Otávio 33% ago-14 Coimbra Esporte Clube Ltda. jun-19 2,500,000 400,000 2,900,000 Evandro 100% jul-14 Estoril Praia, SAD jun-18 2,350,000 500,000 2,850,000 Outros 4,492,963 50,794,583 Efeito atualização financeira 2,578,199 Valor líquido 53,372,782 The caption Additional expenses refers to expenses related to the purchase of players registrations, namely charges for intermediation services, legal services, signing-on fees paid directly to the players, etc. It should be noted that in situations where the registration is less than 100%, although the Company is entitled to full use of the player s registration, it has entered into an associated financial interests contract with a third party, which consists of an investment partnership in the registration rights, resulting in the proportional sharing of the inherent results in a future transaction of these rights, if it happens. The main acquisitions made in the year ended 30 June 2014, in amount, can be resumed as follow: Player Economic rights percentage Acquisition date Vendor Contract end date Acquisition cost Additional expenses Total acquisition cost Quintero 50% jul-13 Delfino Pescara 1936 SRL jun-17 5,000,000 800,000 5,800,000 Ghilas 50% jul-13 Moreirense jun-17 3,800,000-3,800,000 Kayembe 85% jun-14 Danubio GmbH jun-19 2,615,000 61,587 2,676,587 Igor Lichnovski 100% jun-14 Universidade do Chile jun-18 1,837,000 100,000 1,937,000 Outros 5,050,444 19,264,031 Efeito actualização financeira (474,323) Valor líquido 18,789,708 The charges for intermediation services related with the purchase of players registrations in the years ended 30 June 2015 and 2014 referred above, as well as with the negotiation and renegotiation of labour contracts with players, amounted to 6,863,545 Euro and 4,829,328 Euro, respectively. In the financial year ended 30 June 2015 these services were provided by Gespro Sport, SL, Bahía Atlántica S.L., Japer Sport, S.R.L., Eurogol Consultoria e Marketing Esportivo, Ltda, Gesdek Gestão Desportiva, Lda., RAMP Managment Group International, A.R.B. Sport Asesores SL, Idub Servicios Desportivos, SL, Idoloasis Soc. Unipessoal, Lda., Termford Managment Limited, SP International Management GMBH, Northfields Sports B.V, Tramontin Advogados, Foot2Foot Gestão de Carreiras Desportivas, Lda., Prestige Sports Managment Limited, FootInvest, SA, D.L. Soccer Service SAS, JOD - Gestão de carreiras desportivas, Lda., Vela Managment Limited and Unifoot Gestão e Eventos de carreiras de profissionais desportivos, S.A., Nescar Sports, S.L. and by the agents Maxime Nana, Luis Pompeo, Graham Heydorn and José Caldeira. Futebol Clube do Porto Futebol, SAD 56
In the financial year ended 30 June 2014 these services were provided by Pearl Design Holding Limited, Edenresults, Danubio GmbH, DNN Lda., Idolasis, Soc. Unipessoal, Lda., Onsoccer, Gestão de Carreiras Desportivas S.A., Foot Expande, Lda., RAMP Managment Group International, DL Soccer Service SAS, Unifoot Gestão e Eventos de Carreiras de Profissionais Desportivas, SA, Asesorias e Inversiones Aim Futbol Limitada, C.B. Nafricatalentsport, Lda., SportConsult and Pacheco & Teixeira, Lda. And by the agent Ricardo Calleri. The amounts of players registrations purchases in the years ended as of June 30, 2015 and 2014, consider the effect of discounting future payments to its present value, where applicable, in the amounts of, approximately, 2,578,199 Euro and 798,204 Euro, respectively. These amounts refer to the long term account payables balances related with the acquisition of the registrations of players, namely Adrian Lopez, Brahimi, Evandro, Martins Indi, Octávio, Hernâni, Sérgio Oliveira and Quintero (30 June 2015) and Ghilas, Quintero, Kayembe, Opare and Igor Lichnovski (30 June 2014). Sales Sales made during the financial year ended 30 June 2015 generated capital gains of 86,470,297 Euro (Note 27) which result mainly from: a) sale of the registration rights of Mangala to Manchester, by the amount of 30,503,590 Euro, generating capital gains of 22,806,942 Euro after the deduction global values of 11,073,331 Euro relative to (i) the effect of discounting future medium term receipts and payments to its present value arising from these transactions; (ii) responsibilities with the solidarity mechanism; (iii) intermediation service costs provided by Gestifute Gestão de carreiras de Profissionais Desportivos, S.A and (iv) amounts payable to the player as termination compensation; (v) the carrying amount of the player s registration on the date of sale. Additionally, the buying club assumed the obligation to pay directly to Doyen the proportion that this entity held on the economic rights of the player for the liability recognized in the caption "Other creditors" on June 30, 2014, in the amount of 3,376,684 Euro, which was reversed and recognized in the computation of the capital gain; b) Sale of registration rights of Defour to Anderlecht by the amount of 6,000,000 Euros, generating a capital gains of 2,683,593 Euro, after deducting the total amount of 3,316,407 Euro relating to: (i) solidarity costs, (ii) liabilities relating to the solidarity mechanism; (iii) the proportional sale value of the registration player s owned by third parties (10%); (iv) annulment of amounts payable to the player; and (v) the carrying amount of the player s registration on the date of sale; c) Sale of registration rights of the player Danilo to Real Madrid by the amount of 31,500,000 Euro, generating capital gains of 23,101,403 Euro, after deducting the total amount of 8,398,597 Euros relating to: (i) the effect of discounting future medium term receipts and payments to its present value arising from these transactions; (ii) proportion of the capital gain attributable to Santos Football Club; (iii) intermediation service costs provided by Elenka B2F Sports LTDA; and (iv) the carrying amount of the player s registration on the date of sale; d) Sale of registration rights of the player Jackson Martinez to Atletico Madrid for the amount of 35,000,000 Euro, which generated a capital gain of 26,633,515 Euro, after deducting the total amount 8,366,485 Euro relating to: (i) the proportional sale value of the registration player s owned by third parties (5%), (ii) the proportion of the capital gain attributable to Northfields Futebol Clube do Porto Futebol, SAD 57
Sports BV, (iii) compensation for the termination of the player s sports employment contract; and (iv) the carrying amount of the player s registration on the date of sale. The disposals for the year ended June 30, 2014, which generated capital gains in the amount of 22,397,504 Euro (Note 27) resulted primarily from: a) sale of the registration rights of Atsu to Chelsea, by the amount of 3,000,000 Euro, generating capital gains of 1,991,667 Euro after the deduction of (i) the effect of discounting future medium term receipts and payments to its present value arising from these transactions; (ii) the proportional sale value of the registration player s owned by third parties (25%); (iii) intermediation service costs provided by Energy Soccer and (iv) the carrying amount of the player s registration on the date of sale, in the global amount of 1,008,333 Euro; b) sale of the registration rights of Otamendi to Valencia, by the amount of 12,000,000 Euro, generating capital gains of 7,980,195 Euro, after deduction of: (i) the effect of discounting future medium term receipts and payments to its present value arising from these transactions; (ii) the proportional sale value of the registration player s owned by third parties; (iii) intermediation service costs provided by Vela Management Limited; and (iv) the carrying amount of the player s registration on the date of sale in the global amount of 4,026,000 Euro. Additionally this agreement foresees the payment of a variable remuneration, payable upon the achievement of certain sport objectives by the athlete, so the global amount receivable could rise up to 15,000,000 Euro; c) sale of the registration rights of André Castro to Kasimpasa, by the amount of 2,058,000 Euro, generating capital gains of, approximately, 1,654,000 Euro, net of: (i) the effect of discounting future medium term receipts and payments to its present value arising from these transactions; (ii) intermediation service costs provided by Pacheco & Teixeira, Ltd.; (iii) the proportional sale value of the registration player s owned by third parties (5%); (iv) liabilities relating to the solidarity mechanism, and (v) the carrying amount of the player s registration on the date of sale in the global amount of approximately 404,000 Euro; d) sale of the registration rights of Fernando to Hellas Manchester City, by the amount of 15,000,000 Euro, generating capital gains of, approximately, 5,298,000 Euro, net of: (i) the effect of discounting future medium term receipts and payments to its present value arising from these transactions; (ii) intermediation service costs provided by Onsoccer Internacional Career Gestão de Carreiras, SA; (iii) the proportional sale value of the registration player s owned by third parties (20%); (iv) amounts payable to the player as indemnity; and (v) the carrying amount of the player s registration on the date of sale in the global amount of approximately 9,702,000 Euro; e) sale of the registration rights of Iturbe to Hellas Verona Football Club, by the amount of 15,000,000 Euro, generating capital gains of, approximately, 4,736,000 Euro, net of: (i) intermediation service costs provided by IG Teams & Players, SA; (ii) the proportional sale value of the registration player s owned by third parties (55%); and (iii) the carrying amount of the player s registration on the date of sale in the global amount of approximately 10,264,000 Euro; Futebol Clube do Porto Futebol, SAD 58
Impairment losses for the year During the year ended June 30, 2015 impairment losses were recorded amounting 1,146,645 Euro were recorded related with the registration of the players Djalma, Opare and Quinones, because FCP SAD terminated the labour contract with this player during the season 2015/16. During the financial year ended 30 June 2014, impairment losses amounting 563,333 Euro were recorded related with the registration of the players Stefanovic because FCP SAD terminated the labour contract with this player during the season 2014/15 and Izmailov, by the fact of the player has been lent during the season 2014/15 being this the last season with labour contract. Additionally, during the year ended June 30, 2014, player registrations with a net value of 188,192 Euro were write-offed, related to the players Lucho Gonzalez and Thibaut Vion by the fact that FCP SAD terminated the labour contract with this players during the season. Player s registration On June 30, 2015 and 2014, the aggregation of players by range of its registration net book value is as follows: 30.06.2015 30.06.2014 Carrying amount of Number of Number of players registrations players Amount players Amount Greather than 2 million Euro 12 46,152,407 10 42,003,228 Between 1 and 2 million Euro 5 7,860,617 7 9,979,852 Less than 1 million Euro 40 11,896,690 28 9,522,561 57 65,909,714 45 61,505,641 As of 30 June 2015 and 2014, in the carrying amount of players registrations are included the following players: Futebol Clube do Porto Futebol, SAD 59
30.06.2015 30.06.2014 Players' End of Players' End of Player registration (%) Contract registration (%) Contract Adrian Lopez (a) 60.0% jun/19 - - Quintero (a) 100.0% jun/17 50.0% jun/17 Martins Indi 100.0% jun/18 - - Brahimi (b) 50.0% jun/19 - - Herrera 80.0% jun/17 80.0% jun/17 Hernâni (a) 75.0% jun/19 - - Aboubakar 30.0% jun/18 - - Diego Reyes (a) 47.5% jun/18 47.5% jun/18 Marcano 100.0% jun/18 - - Alex Sandro (e) 100.0% jun/16 100.0% jun/16 Otavio (a) 32.5% jun/19 - - Evandro 100.0% jun/18 - - Kayembe (a) 85.0% jun/19 85.0% jun/19 Ghilas (a) 50.0% jun/17 50.0% jun/17 Andrés Fernandez (a) 90.0% jun/18 - - Gudiño 85.0% jun/18 - - Ricardo Pereira (a) 80.0% Jun-19 80.0% Jun-18 Kléber (e) 70.0% jun/16 70.0% jun/16 Licá (a) 60.0% Jun-17 60.0% Jun-17 Kelvin (a) 75.0% jun/18 75.0% jun/16 Igor Lichnovsky 55.0% Jun-18 55.0% Jun-18 Walter da Silva (b) (d) 15.0% jun/17 15.0% jun/17 Hector Quiñones (f) 100.0% jun/16 100.0% jun/16 Defour (c) - - 56.7% jun/16 Mangala (c) - - 56.7% jun/16 Danilo (c) - - 100.0% jun/16 Jackson Martinez (c) - - 100.0% jun/16 a) Player loaned to another club or sports entity in the season 2015/16, whose loan period is not beyond June 30, 2016; b) Players whose percentage of economic rights evidenced is deduced, as of June 30, 2014, the share of 50% (Walter da Silva) and 50% (Brahimi) transferred to third parties by associated financial interests contracts; c) Player whose registration rights was sold to another club or sports entity during the 2014/15 sports season; d) Player loaned to another club or sports entity in sports season 2015/16, but which the loan period is not beyond December 31, 2015; e) Player whose registration rights was sold to another club or sports entity during the 2015/16 sports season; f) Player which terminated the employment contract in the beginning of the season 2015/16. The registrations percentages presented above take into consideration the sharing of economic rights made on the acquisition date of each player s registration, or its sale at a later date, as well as the percentages assigned by FCPorto SAD to third parties related with the sharing of the amount resulting from a future sale of these rights. In addition, commitments were established with third parties, including clubs and sports agents, in order to share the amount of future capital gains that may be obtained through FC Porto SAD players registration rights sale, upon verification of specific contractual conditions. Futebol Clube do Porto Futebol, SAD 60
As of 30 June 2015, FCP SAD kept player s registrations that had been pledged as security for loans, as follow: Bank Amount 30.06.2015 Due date Player registrations' End of contract Millennium BCP 2,500,000 30/06/2017 Helton Jun17 Novo Banco 25,000,000 30/09/2015 Herrera e Brahimi Jun17 e Jun19 Additionally, buy and sale option rights contracts regarding players economic rights were established with third parties, namely clubs and sports agents, exercisable for periods and amounts contractually established. 9. OTHER FINANCIAL ASSETS During the financial years ended 30 June 2015 and 2014, the movements under the caption Other financial assets as well as accumulated impairment losses, were as follows: 30.06.2015 30.06.2014 Gross cost Opening balance 1,923,036 3,951,834 Acquisitions 157 (1,999) Transfers (Note 8) 250,000 8,599 Sales (658,333) - Disposals (1,199,434) (2,035,398) Closing balance 315,426 1,923,036 Accumulated impairment losses Opening balance 1,202,037 1,705,266 Impairment losses of the year (Notes 22 and 30) 432,114 1,532,169 Sales (411,458) - Disposals (1,199,434) (2,035,398) Closing balance 23,259 1,202,037 Carrying amount 292,167 720,999 The detail of this caption as of 30 June 2015 and 2014 is as follows: Futebol Clube do Porto Futebol, SAD 61
30.06.2015 30.06.2014 Acquisition Acquisition Description % participation cost % participation cost Other companies 15,277 15,120 Other investments Carlos Eduardo 50% 250,000 - - Prediger - - 50% 664,950 Souza - - 25% 658,333 Soares - - 70% 448,000 Other palyers 50,150 136,633 300,150 1,907,916 Accumulated impairment losses (Note 22) (23,260) (1,202,037) 292,167 720,999 The caption Other financial assets, detailed above includes economic rights of several players, whose sporting rights were sold by FCPorto SAD, while keeping part of their economic rights. During the year ended 30 June 2015 and 2014 were estimated impairments related to these players economic rights that match the best Board of Directors estimate of the recoverable value expected from these investments. 10. GOODWILL In the year ended June 30, 2015 and 2014, the detail of goodwill is as follows: 30.06.2015 30.06.2014 PortoSeguro 238,045 238,045 FC Porto - Media, S.A. 2,901,670 2,901,670 3,139,715 3,139,715 This balance as of June 30, 2015, refers to the Goodwill computed as follow: (i) (ii) During the year ended June 30, 2014, following the capital increase operation in FCP Media, S.A., the FCP SAD holds now 98.78% of the its share capital in the amount of 2,901,670 Euro as described in Note 6. During the year ended June 30, 2007, in the acquisition of 90% of the share capital of PortoSeguro, Lda., in the amount of 717, 647 Euro, deducted from the accumulated impairment losses calculated in previous years in the amount of 479,602 Euro. The Group carries out annual impairment tests on goodwill and whenever there are indications that it may be impaired. During the years ended 30 June 2015 and 2014, the Group has tested the goodwill impairment, haven t estimated additional impairment losses to be recognized. For impairment assessment purposes of the subsidiaries PortoSeguro and FC Porto Media, S.A., the recoverable amount of the Cash Generating Unit was calculated based of value in use, using the discounted cash flow method, based on the business plan developed by the company s representative and duly approved by the Group s Board of Directors. The key assumptions used in the mentioned business plan are as follows: Period used: 5 years cash-flow projection Futebol Clube do Porto Futebol, SAD 62
Growth rate (g) (1) : 2.0% Discount rate (2) : 10,7% (1) Growth rate used to extrapolate cash flows beyond the business plan period (2) Discount rate applied to projected cash flows The Board of Directors, based on the discounted value of the forecasted cash flows of the Cash Generating Unit of these business segments, discounted at the rate of 10.7%, concluded that, as of 30 June 2015, the recoverable amounts exceed the carrying amount of their net assets, not having been established any additional need of impairment recognition. The Company performed sensitivity analyzes as follows: - An increase of 0.5% in the assumption of the discount rate over the years of the projections would not generate additional impairment losses, on June 30, 2015; - A null perpetuity growth rate would not generate additional impairment losses, on June 30, 2015; The projected cash flows were based on the historic performance and on the expectations regarding future development of the business. 11. TRADE RECEIVABLES Non-current assets The detail of non-current balances of Trade receivables as of 30 June 2015 and 2014 is as follows: 30.06.2015 30.06.2014 Trade receivables - current accounts Transactions of players' registrations 14,500,000 - Futebol Clube do Porto - 11,243,921 14,500,000 11,243,921 Effect of discouting trade receivables (954,816) - 13,545,184 11,243,921 As of June 30, 2014, the caption "Non-current assets - Customers - Futebol Clube do Porto" refers to the medium and long-term Futebol Clube do Porto s account receivable, which was settled in the second semester of 2014. Current Assets The detail of current balances of Trade receivables as of 30 June 2015 and 2014 is as follows: Futebol Clube do Porto Futebol, SAD 63
30.06.2015 30.06.2014 Trade receivables - current accounts: Transactions of players' registrations 60,563,818 40,313,212 Current operations 14,405,300 19,925,711 74,969,118 60,238,923 Trade receivables - bills receivable: Current operations - 5,000,000-5,000,000 Trade receivables - doubtfull accounts: 5,039,019 4,878,254 80,008,137 70,117,177 Effect of discouting trade receivables (211,193) (740,394) Accumulated impairment losses (Note 22) (5,039,019) (4,878,254) 74,757,925 64,498,529 As of 30 June 2014 and 2013 the balance of the current and non-current caption Trade receivables - Transactions of players' registrations includes, essentially, the following receivables: Entity jun/15 jun/14 Current Non current Current Non current Atlético de Madrid 35,000,000-3,875,803 - Real Madrid 9,356,500 12,000,000 - - Al Hilal 5,500,000 - - - Manchester City 2,719,255-7,500,000 - Doyen Sports Investments Limited 2,500,000 2,500,000 - - Fluminense FC 2,125,000-2,125,000 - São Paulo 2,000,000 - - - Kasimpasa 529,000-1,058,000 - Gol Football Luxembourg 375,000 - - - Valencia CF - - 11,000,000 - Zenit St Petersburg - - 10,000,000 - Olympique Lyon - - 1,661,788 - Chelsea FC - - 1,500,000 - Outros 459,062-1,592,622-60,563,817 14,500,000 40,313,212 - On June 30, 2015, the accounts receivable of the above entities resulted essentially from the sale of the economic rights of players Jackson Martinez, Danilo, Fernando, Brahimi, Walter, Celestin Djinn, Carlos Eduardo and Souza. The balance of the caption Trade receivables - Current Accounts - Current operations includes balances resulting from several operations, with emphasis on the account receivables of: (i) Futebol Clube do Porto ( Clube )(7,412,444 Euro as of June 30, 2015 and 5,736,126 Euros as of June 30, 2014); (ii) Euroantas, Promoção e Gestão de Empreendimentos Imobiliários S.A. ("Euroantas") (7,102,589 Euros on June 30, 2014). Futebol Clube do Porto Futebol, SAD 64
The caption Trade receivables bills receivable includes bills not due at the end of the reporting period, part of which were discounted (Note 18). As of 30 June 2014, these bills are related to accounts receivable resulting from the sale of television broadcasting rights. The Group's exposition to credit risk is attributed to accounts receivable relating with its operational activity. The amounts presented on the face of the statement of financial position are net of impairment losses, which were estimated, based upon the Group s past experience and on the assessment of the actual situation and economic environment. The Group considers that the book value of accounts receivable, net of impairment losses, reflects their fair value. As of 30 June 2015 there are no indications that the debtors of trade accounts receivable not due will not fulfil their obligations on normal conditions, thus no impairment loss was recognised. As of 30 June 2015 and 2014 the ageing of trade receivables are as follows: Due date 30.06.2015 Total - 90 dias 90-180 dias 180-360 dias + 360 dias Trade receivables - current accounts: 74,969,118 64,663,490 1,147,664 2,281,532 6,876,432 Transactions of players' registrations 60,563,818 57,809,818 60,000 2,205,000 489,000 Current operations 14,405,300 6,853,672 1,087,664 76,532 6,387,432 Trade receivables - doubtfull accounts: 5,039,019 - - - 5,039,019 80,008,137 64,663,490 1,147,664 2,281,532 11,915,451 Due date 30.06.2014 Total - 90 days 90-180 days 180-360 days + 360 days Trade receivables - current accounts 60,238,923 42,862,552 1,689,711 5,928,599 9,758,061 Transactions of players' registrations 40,313,212 38,342,945 - - 1,970,267 Current operations 19,925,711 4,519,607 1,689,711 5,928,599 7,787,794 Trade receivables - bills receivable 5,000,000 5,000,000 - - - Trade receivables - doubtfull accounts 4,878,254 - - 129,777 4,748,477 70,117,177 47,862,552 1,689,711 6,058,376 14,506,538 As of June 30, 2015 and 2014 almost of the balance of "Trade receivables - current accounts - Transactions of players registrations with seniority over 180 days refers to contractually defined amounts. There are no cases of significant settlement delays. As of June 30, 2015 and 2014 a significant portion of the balance of "Trade receivables - current accounts - Current operations" with seniority over 180 days refers to the accounts receivables from FC Porto. As of June 30, 2015 and 2014 the balance of "Doubtful Accounts receivable" includes, mainly, receivables from football clubs, such as União Desportiva de Leiria, Futebol, Futebol SAD, Club Atlético Independiente and Esporte Clube Vitória. In determining the recoverability of accounts receivable the Group considers all the changes in credit quality of counterparties from the date the granting of credit by the reporting date of the consolidated financial statements. The Group has no significant concentration of credit risk, since the risk is diluted by a scattered set of customers. Management believes that credit risk does not exceed the impairment loss recorded for doubtful debts and that the maximum exposure to credit risk corresponds to the total number of costumers shown in the consolidated statement of financial position. Futebol Clube do Porto Futebol, SAD 65
12. INVENTORIES The detail of the caption Inventories as of 30 June 2015 and 2014 is as follows: 30.06.2015 30.06.2014 Inventories 2,789,761 1,974,275 Accumulated impairment losses on inventories (Note 22) (609,451) (377,293) 2,180,310 1,596,982 The inventories caption, as of 30 June 2015 and 2014, considers the merchandise related with the exploration of the commercial areas of Futebol Clube do Porto, carried out by the subsidiary PortoComercial. The cost of sales, for the years ended 30 June 2015 and 2014 was calculated as follows: 30.06.2015 30.06.2014 Opening balance 1,974,275 1,415,250 Purchases 3,238,220 3,091,357 Closing balance 2,789,761 1,974,275 2,422,734 2,532,332 Impairment losses (Note 22) 232,158 74,597 2,654,892 2,606,929 13. OTHER CURRENT AND NON-CURRENT ASSETS Other non-current assets The detail of caption "Other non-current assets" as of 30 June 2015 and 2014 is as follows: 30.06.2015 30.06.2014 Prepayment - "Estádio do Dragão" rent - 14,963,937 Prepayment - Museum exploitation 7,875,000 9,375,000 Prepayment - "Centro de Treinos do Olival" rent 216,867 253,012 Deferred expenses - contract loans of players - 100,000 8,091,867 24,691,949 During the year ended June 30, 2014 was signed between PortoComercial and the Futebol Clube do Porto a contract for the exploitation of the FCP Museum (which opening to the public occurred in October 2013). Under this contract PortoComercial acquired the right to explore the museum during a period of 8 years and paid in advance the amount of 12 million Euro relating to outstanding rents. On June 30, 2015 the caption Other non-current assets - Museum exploitation correspond to the rents for the year 2016/17 and following. The change in the caption "Prepayment - "Estádio do Dragão" rent" is justified by the fact that Euroantas have been included in the consolidation perimeter in the year ended June 30, 2015 and thus Futebol Clube do Porto Futebol, SAD 66
the respective outstanding amount, which corresponds to the "Estádio do Dragão" utilization prepaid rent for 2015/16 and subsequent years, was annulled on the consolidation process. Other current assets The detail of caption "Other current assets" as of 30 June 2015 and 2014 is as follows: 30.06.2015 30.06.2014 Other current assets State and public sector 3,744,503 4,778,499 Other debtors 3,547,165 2,594,626 7,291,668 7,373,125 Accrual income Champions league participation bonus (Note 2.3 l) iv) to be received 12,000,000 2,100,000 Protocol for services rendered - FCP 1,500,000 - Interests receivable from group companies - 393,845 Advirtising revenue to be billed - 472,044 Insurance claims - 381,600 Bonus for FC Porto, SAD players participation in the Football World Cup 2014 to receive - 555,572 Other accrual income 151,885 137,378 Deferred expenses Advances for expenses relating to the next season 1,619,545 1,800,571 Prepayment - Museum exploitation 1,500,000 1,500,000 Insurance 251,789 303,945 Other deferred expenses 256,318 53,143 17,279,537 7,698,098 24,571,205 15,071,223 On June 30, 2015 and 2014 the amount recorded in "Other debtors" includes advances made to athletes 1,428,279 Euro and 1,140,527 Euro, respectively. As of June 30, 2015 and 2014 the caption "Advances for expenses relating to the next season" includes essentially deferred expenses related to scouting contracts (223,744 Euro on June 30, 2015 and 940,260 Euro on 30 June 2014), deferred costs with players loans and intermediation costs from technical staff hiring (1,277,213 Euro on June 30, 2015 and 808,200 Euro on June 30, 2014) and sports equipment. 14. CASH AND CASH EQUIVALENTS The caption Cash and cash equivalents as of 30 June 2015 and 2014 is made up as follows: 30.06.2015 30.06.2014 Cash 23,727 4,550 Bank deposits repayable on demand 17,951,996 14,695,889 Treasury applications 265,000 265,000 18,240,722 14,965,439 Futebol Clube do Porto Futebol, SAD 67
As of 30 June 2015 and 2014 the amounts recorded in the caption Treasury applications refer to bank deposits repayable in less than three months and bear market interest rates. Other financial assets current A of June 30, 2015 and 2014, the caption "Other financial assets" in the amount of 6,826,271 Euro refers to the cash with restricted utilization allocated to reserves for debt payment (4,529,224 Euro on June 30, 2015) and for other operating and maintenance costs of the Estádio do Dragão (2,297,047 Euro on June 30, 2015), as described in Note 18 of this notes to the consolidated financial statements. 15. TAXES The tax losses carried forward according to the income declarations presented by the companies included in the consolidation perimeter amounted to 92,100,660 Euro and mature as follows: Amount Expiry date Generated in the year ended: 30 June 2010 12,633,841 30 June 2016 30 June 2012 39,783,989 30 June 2016 30 June 2013 1,190,982 30 June 2018 30 June 2014 38,434,907 30 June 2019 30 June 2015 56,941 30 June 2027 92,100,660 Current taxes Following is the reconciliation between profit before income tax and income tax for the year: Futebol Clube do Porto Futebol, SAD 68
30.06.2015 30.06.2014 Profit before income tax 20,558,484 (37,487,992) Increases: Non tax deductible amortisation, depreciation and impairment of assets depreciable or amortizable - 2,856,537 Non tax deductible provisions 1,756,485 - Fiscal gains (1) 60,053,122 11,499,919 Accounting losses (1) - - Non tax deductible financing costs (3) - 6,499,883 Post-employment benefit 792,195 - Adjustments not deductible or beyond the legal limits - 260,494 Others 1,166,675 489,018 Decreases: Accounting gains (1) (82,648,005) (22,296,904) Distributed dividends from subsidiaries (231,449) - Reversal of tax deductible adjustments (602,808) - Contributions (64,508) - Utilization of non tax deductible provision (355,501) - Others (12,865) (84,063) Taxable profit 411,825 (38,263,108) Tax losses utilized (903,218) (254,062) Tax base (491,393) (38,517,170) Income tax rate 23.0% 25.0% Municipal tax rate 1.5% 1.5% Calculated tax 602,525 22,710 Municipality tax (2) 48,709 10,902 Autonomous taxation 714,689 487,696 Payments under the RERD - 2,713,591 Estimated income tax excess/(insufficiency) - 213 Gains /losses RETGS (721,593) - Deferred taxes (42,504) - Others (1,035) (15,185) Income tax for the year 600,791 3,219,927 (1) In the calculation of the taxable profit, the Group chose to consider the reinvestment of capital gains on the sale of players registrations', in legal terms, which allowed to deduct 50% of tax capital gains generated in the year. (2) Municipality tax of companies taxed according to RETGS and which present taxable profit for the year. (3) Limitation on the deductibility of financing costs in accordance with Article 67 of the Corporate Income Tax CIT (Tax Code of Legal Persons) Under the Extraordinary Regime for the Settlement of Debts to Social Security and to Tax Authority ("RERD") granted by the Ministry of Finance to the voluntary payments made by taxpayers until December 31, 2013, regarding taxes due, the FC Porto SAD paid the amount of 4,227,685 Euro related to tax processes, using the provision recorded for this purpose in the amount of 1,514,094 Euro (Note 22), recognizing the remaining difference as an expense for the year, in the amount of 2,713,591 Euro. Futebol Clube do Porto Futebol, SAD 69
Notwithstanding the settlement of this amount, the Company maintains the complaints and judicial claims, having the Company contingent assets related with them as detailed in Note 34. Deferred taxes The changes in the caption "Deferred tax liabilities" in the year ended June 30, 2015, can be summarized as follows: 30.06.2015 Opening balance - Diference between the fair value and the tax value of the Stadium (Note 6) 2,252,722 Changes during the year Impact on the net profit (42,504) Closing balance 2,210,218 16. CAPITAL On June 30, 2015, the share capital of FC Porto, SAD was fully subscribed and paid up and consisted of 22,500,000 nominative shares of 5 Euros each, 15,000,000 ordinary shares and 7,500,000 preference shares. Preference shares are non-voting shares, entitled to priority dividend, which will be entitled to vote if no dividend will be paid in two consecutive years. However, FC Porto, SAD approved, in the same Shareholder s General Meeting where it was approved the share capital increase, the adoption of a maximum percentage of voting rights to be exercised by each shareholder in the case that the preferred shares without voting rights may acquire this right in future. Thus, if this happens - preference shares acquire voting rights, and over the period of time in which it is inherent this right, there will not be considered the votes by a shareholder, in his own name or in representation of another, exceeding more than one-third of the total votes corresponding to the share capital. On June 30, 2015, the following entities held share in the subscribed capital of at least 20% of the ordinary shares with voting rights: - FC Porto - 61.89% (corresponding to an imputable percentage of 63.71% attributable). This percentage amounts to 74.59% in the case of considering the ordinary shares and the preferred shares without voting rights. On 2 October 2014, Futebol Clube do Porto acquired 2,818,185 ordinary shares, representing 18.79% of the voting rights, from the companies Somague Imobiliária, SA and Somague. - Engenharia, SA. As a result of this transaction, to Futebol Clube do Porto has become attributable more than 50% of the voting rights in the Company at the club was forced to launch a takeover bid on the shares on offer. From the conclusion of this process Futebol Clube do Porto acquired an additional 464,746 shares, corresponding to 3.1% of the voting rights. For the year ended June 30, 2015, a capital increase of 37.5 million Euro was accomplished, through cash contribution through private subscription by Futebol Club of the Port, of 7,500,000 preferred shares without voting rights. Futebol Clube do Porto Futebol, SAD 70
The individual financial statements of the Company as of June 30, 2015 present a shareholder s equity less than half the share capital, whereby the provisions of Articles 35 and 171 of the Portuguese Companies Code ("CSC") are applicable. As mentioned in the Director s Report, the Board of Directors of FC Porto, SAD considers that the improvement in the economic and financial results will continue in the upcoming years, and it will comply with the provisions of that article. With the goal to quickly fulfil this obligation, the Board of Directors has been analysing other solutions that allow the reinforcement of shareholders equity as referred in the Board of Directors Report. The Board of Directors besides planning to review this matter on the Shareholders General Meeting held to approve the accounts for the year, it may also call upon an Extraordinary Shareholders General Meeting to discuss and approve the proposals that would be presented, which can include the following alternatives: Share capital decrease to an amount not less than the Company s shareholders equity; Capital increase paid up by the shareholders; and A combination of these two alternatives. According to Article 171 of the Portuguese Commercial Code (Código das Sociedades Comerciais), a company which shareholders equity is less than half of its share capital, should indicate the share capital, the amount of share capital paid and the amount of shareholders equity according to the last approved statement of financial position in all contracts, mail, publications, ads, websites, and in overall external activity. 17. NON-CONTROLLING INTERESTS The changes in this caption during the years ended 30 June 2015 and 2014 were as follows: Balance as at 1 July 2013 (186,224) Net consolidated profit for the year attributable to non-controlling interests (6,804) Changes in consolidation perimeter (Note 6) 13,220 Balance as at 30 June 2014 (179,808) Balance as at 1 July 2014 (179,808) Net consolidated profit for the year attributable to non-controlling interests 605,869 Distribution of dividends (25,716) Changes in consolidation perimeter (Note 6) 58,363,431 Other changes (1) Balance as at 30 June 2015 58,763,775 18. BANK LOANS AND BONDS The captions Bank loans and Bonds as of 30 June 2015 and 2014 are made up as follows: Futebol Clube do Porto Futebol, SAD 71
30.06.2015 Amortised cost Nominal value Nature Current Non-current Current Non-current Bank loans 34,979,147 23,879,350 35,141,831 23,879,350 Factoring 16,475,435 12,408,767 16,500,000 12,408,767 Discounted bills (Note 11) 10,000,000-10,000,000-61,454,581 36,288,117 61,641,831 36,288,117 Bonds - 63,711,415-65,000,000 61,454,581 99,999,532 61,641,831 101,288,117 30.06.2014 Amortised cost Nominal value Nature Current Non-current Current Non-current Bank loans 41,283,012 16,112,500 40,100,000 16,112,500 Credit on current accounts 10,000,000-10,000,000 - Factoring 14,757,769 3,000,000 14,877,500 3,000,000 Discounted bills (Note 11) 5,000,000-5,000,000-71,040,781 19,112,500 69,977,500 19,112,500 Bonds 29,591,657 19,395,933 30,000,000 20,000,000 100,632,438 38,508,433 99,977,500 39,112,500 As of 30 June 2015 the repayment schedule of the nominal value of non-current loans may be summarised as follows: 30.06.2015 2016/2017 41,627,629 2017/2018 57,366,361 2018/2019 2,294,127 101,288,117 The detail of loans classified as liabilities at June 30, 2015 is as follows: Futebol Clube do Porto Futebol, SAD 72
Bank Current Non-current Total Open date Interest rate Instalments interest Maturity date Guarantee / collateral Loan issues Bond loan 2015-2018 - 45,000,000 45,000,000 May-15 5.00% At nominal value at maturity Semi-annual May-18 - Bond loan 2014-2017 - 20,000,000 20,000,000 Jun-14 6.75% At nominal value at maturity Semi-annual Jun-17 - Bank loans NOVO BANCO 3,000,000 11,000,000 14,000,000 Aug-10 NOVO BANCO 875,000-875,000 Jan-14 NOVO BANCO 25,000,000-25,000,000 Oct-13 Millennium BCP 825,000 412,500 1,237,500 Dec-13 Millennium BCP 1,250,000 1,250,000 2,500,000 May-99 Montepio Geral 390,000 1,110,000 1,500,000 Feb-15 Banking sindicate - BPI leader bank "Factoring" Internationales Bankhaus Bodensee AG Internationales Bankhaus Bodensee AG Euribor 12M + spread Euribor 6M + spread Euribor 3M + spread Euribor 6M + spread Euribor 1M + spread EUR 6M + 4,25% 4 annual instalments in Sep-15 and Sep-16 of 3,000,000 Euro each and in Set-17 and Set-18 of 4,000,000 Euro each. 3 semi-annual instalments of equal amount Annual Sep-18 Revenue for the season tickets, ticket and membership fees until the season 2017/18 Semi-annual Jan-16 Tax credit pledge, Club's real estate assets mortgage At nominal value at maturity Quarterly Sep-15 Herrera and Brahimi player's registrations (**) 11 quarterly instalments of equal value Quarterly Dec-16 Tax credit pledge, Club's real estate assets mortgage 8 quarterly instalments of equal value Monthly Jun-17 Helton player's registrations 4 capital depreciations In arrears Aug-17 Coca-Cola sponsorship contract 3,801,831 10,106,850 13,908,681 Jul-03 (*) 28 semi-annual instalments Semi-annual Sep-18 (*) - 12,000,000 12,000,000 Apr-15 5.00% receiving of the 3rd instalment of Danilo's sale to Real Madrid Anticipated 12,000,000-12,000,000 May-15 4.00% On the dates of receipt of the UEFA Anticipated Oct-15 BIC 1,560,000-1,560,000 Apr-14 Internationales Bankhaus Bodensee AG Bills discounted Euribor 6M + spread Jul-16 Amounts to be received by Real Madrid form the sale of Danilo's player's registration Amounts to be received for the UCL 15/16 group's stage qualification At face value at maturity Anticipated Feb-16 Unicer sponsorship contract 1,500,000 408,767 1,908,767 Jan-15 3.00% On the dates of receipt of the Warrior Anticipated Nov-16 Warrior sponsorship contract BIC 1,440,000-1,440,000 Apr-14 Euribor 3M + spread At face value at maturity Anticipated Feb-16 Unicer sponsorship contract NOVO BANCO 5,000,000-5,000,000 Jul-14 6.32% At face value at maturity Anticipated Sep-15 Amounts to be received from PPTV Montepio Geral 5,000,000-5,000,000 Dec-14 5.08% At face value at maturity Anticipated Jan-16 Amounts to be received from PPTV 61,641,831 101,288,117 162,929,948 (*) Funding for the construction of the "Estádio do Dragão" (**) Loan were renegotiated in the beginning of the season 2015/16, being reimbursed 8.000.000 Euro in Jul-15 and Sep-15, and the extension of the maturity of the remaining amount to September 2016. On July 8, 2003 a long-term loan agreement amounting to 40 million Euro between Euroantas, the FC Porto and five financial institutions (with the BPI bank as the leader) was signed, in order to finance the Estádio do Dragão construction project. The repayment of the loan is to be paid in 28 semiannual installments, with the first one on March 31, 2005 and the last one shall become due on September 28, 2018. The obtained financing bears market interest rates. Under Decree-Law No 284/2001, the Group benefits from an interest subsidy over the amount of 25,289,053 Euro of the total loan obtained. As of June 30, 2015 the subsidized loan tranche still owed amounts to 6,322,263 Euro. However, following the publication of Decree-Law No. 166/2004, of 7 July, which revoked the no. 3 of the Article 2 of Decree-Law No. 284/2001 of 26 October and, in conjunction with the approved Regulation by Ordinance No. 535/2002, of 27 May, and given the provisions of No. 5 of Article 2 of Decree No. 284/2001, Euroantas is entitled to 10 years of interest subsidy (as the term financing is higher) counted from the contract award date, so that the concession ended for the year ended June 30, 2014. Thus, the loan bears interest as follows: Not subsidized installments: Interest rate: 4.53125% + Spread; Subsidized installments: Interest rate: Euribor 6M + Spread (with a SWA" to fixed rate of 4.26%). Under this financing agreement, in addition to the voluntary mortgage, made payable to those financial institutions, Euroantas and FC Porto assume certain obligations, from which highlight: Euroantas (i) Prohibition of sell of transfer of its assets (land and buildings), in the present or in the future; (ii) Non-encumbrance or lien pledge of its assets, in the present or in the future; (iii) Failure to contract additional bank loans with other financial institutions. Futebol Clube do Porto Futebol, SAD 73
FC Porto (i) Prohibition of sell or promise to sell, their Euroantas shares; (ii) Prohibition to propose or vote, any changes to Euroantas statutes; (iii) Prohibition to sell, or promise to sell, any shares of Futebol Clube do Porto - Futebol, SAD without the prior agreement of the financial institutions which provided the funding. Also as part of this financing agreement, Euroantas assumes the obligation of, in each year, fully endow a reserve fund for the corresponding debt service to one year's debt service (amount equivalent to the repayment of principal and charges with interest thereon, not considering the amount related to the aforementioned interest rate subsidies), which on June 30, 2015 amounts to approximately 4,529,224 Euro (4,423,321 Euro to June 30, 2014) (Note 14). The average annual rate on bank loans and bonds as of 30 June 2015 is 5.57%. 19. OTHER CREDITORS As of 30 June 2015 and 2014, the caption Other creditors is as follows: Entity 30.06.2015 30.06.2014 Pearl Design 2,125,000 2,125,000 Doyen Sports Investments Ltd. 1,200,000 5,000,000 Good for Sport Ltd. - 1,500,000 For Gool 5,000,000-8,325,000 8,625,000 Interests 2,764,200 1,402,940 11,089,200 10,027,940 In the financial year ended 30 June 2011, the Company entered into associated financial interests contracts with third parties, in order to transfer of 25% of Walter economic rights by 2,125,000 Euro to Pearl Design Holding, Ltd.. Once that, according to the referred contracts, the significant risks and benefits regarding to the detention of those rights were not fully transferred, those transactions were not recorded as sales, and therefore, the part of the economic rights of that intangible assets was not derecognised. The amounts received from those entities were recorded in the caption of the statement of financial position Other creditors. On December 14, 2011, the Group entered, with Doyen Sports Investments Limited, into two associated financial interests contracts in order to transfer part of the economic rights of the players Defour and Mangala amounting 2,352,941 Euro and 2,647,059 Euro, respectively, which were settled during the year ended as of 30 June 2015 as a result of the sale of sporting registration rights of these players (Note 8). On July 23, 2014, the Group entered, with Doyen Sports Investments Limited, into an associated financial interests contracts in order to transfer part of the economic rights of the player Brahimi player in the amount of 5,000,000 Euro. This agreement foresees call options by FCP, SAD up to 55% of the economic rights until June 2017, and put options of up to 80% of the economic rights by Doyen Futebol Clube do Porto Futebol, SAD 74
until September 2017. Once that, according to the referred contracts, the significant risks and benefits regarding to the detention of those rights were not fully transferred, those transactions were not recorded as sales, and therefore, the part of the economic rights of that intangible assets was not derecognised. As of the year ended June 30, 2015 the Company exercised two call options corresponding to 30% of the economic rights of the player for 3.8 million Euro, having this amount been deducted from the corresponding liability. Thus, the percentages held of the players, referred to in Note 8, take in consideration the sharing with those entities of the inherent results in future transactions of the players Walter and Brahimi. On February 24, 2015, it was obtained a financing of 5,000,000 Euro from For Gool Co Ltd reimbursable until September 30, 2015. 20. TRADE PAYABLES Non-current liabilities The detail and maturity of non-current trade payables balances as of 30 June 2015 and 2014 is as follows: 30.06.2015 > 1 YEAR > 2 YEARS > 3 YEARS > 4 YEARS > 5 YEARS Trade payables - non-current Tangible and intangible assets' suppliers: Transactions of players' registrations 6,000,000 6,000,000 - - - - Effect of discounting trade payables (364,505) (364,505) - - - - 5,635,495 5,635,495 - - - - 30.06.2014 > 1 YEAR > 2 YEARS > 3 YEARS > 4 YEARS > 5 YEARS Trade payables - non-current Tangible and intangible assets' supliers: Transactions of players' registrations 987,333 987,333 - - - Other tangible and intangible assets' supliers 51,364 38,523 12,841 - - - Effect of discounting trade payables (32,442) (32,442) - - - - 1,006,255 993,414 12,841 - - - The balance of the non-current trade payable account Suppliers transactions of players registrations as at 30 June, 2015, is due to: (i) the acquisition of economic and sporting rights of Brahimi in the amount of 5,500,000 Euro; and (ii) the acquisition of economic and sporting rights of Gudiño in the amount of 500,000 Euro. The balance of the non-current trade payable account Suppliers transactions of players registrations as at 30 June, 2014, is due, essentially, to the acquisition of sporting and economic rights of the player Lichnovsky, in the amount of 612,333 Euro. Futebol Clube do Porto Futebol, SAD 75
Current liabilities As of 30 June 2015 and 2014, the balances of current trade payables and their eligibility may be detailed as follows: Payable to 30.06.2015-90 days 90-180 days + 180 days Trade payables - current account 9,402,719 9,402,719 - - Tangible and intangible assets' suppliers: Transactions of players' registrations 36,855,915 13,528,265 3,257,500 20,070,150 36,855,915 13,528,265 3,257,500 20,070,150 Effect of discounting trade payables (125,830) (46,187) (11,121) (68,522) 46,132,804 22,884,797 3,246,379 20,001,628 Payable to 30.06.2014-90 days 90-180 days + 180 days Trade payables - current account 11,544,496 11,544,496 - - Tangible and intangible assets' supliers: Transactions of players' registrations 24,534,256 22,569,104 51,409 1,913,743 Obligations under finance leases 38,524 9,631 9,631 19,262 24,572,780 22,578,735 61,040 1,933,005 Effect of discounting trade payables (270,740) (156,623) (45,292) (68,825) 35,846,536 33,966,608 15,748 1,864,180 As of 30 June 2015 and 2014 the main balances included in the captions, current and non-current, Fixed assets suppliers Transactions of players registrations can be detailed as follows: Entity jun/15 jun/14 Current Non-current Current Non-current Club Atlético de Madrid SAD 11,000,000 - - - Feyenoord Rotterdam NV 3,720,000 - - - Danubio Finanzierungsleistungen und Marketing GMBH 2,676,000-2,065,000 - Coimbra Esporte Clube 2,500,000 - - - Vitoria Sport Clube - Futebol SAD 2,300,000 - - - Delfino Pescara 2,250,000-1,110,800 - Onsoccer International, S.A. 2,000,000-2,500,000 - Santos FC 1,718,500 - - - Pencilhill 1,618,223-5,400,000 - Chivas Corazón 1,500,000 500,000 - - Universidade do Chile 924,667-1,224,667 612,333 Gol Football Luxembourg 800,000-2,000,000 - Estoril - SAD 705,000-207,500 - Gestifute, S.A. 600,150-134,000 - Granada Club de Futbol SAD 500,000 5,500,000 - - Promotora del Club Pachuca SA de CV 150,000-2,000,000 - Moreirense Futebol Clube, SAD - - 1,675,000 - MHD, S.A. - - 586,874 - MS Entertainmnet Law-Melanie Schärrer - - 586,874 - Soccer Invest Fund - - 550,000 - DNN Lda. - - 500,000 - Cluj - - 380,000 - River Lane Youyh Club - - - 375,000 Others 1,893,376-3,613,541-36,855,915 6,000,000 24,534,256 987,333 Futebol Clube do Porto Futebol, SAD 76
On June 30, 2015, the balances payable to the entities mentioned above have resulted mainly from the acquisition of economic rights, the proportional sale values of the registration player s held by third parties and intermediation service costs provided in acquisition and disposals of players registrations regarding the athletes Adrian Lopez, Brahimi, Martins Indi, Celestin Djim, Kayembe, Otavio, Hernani, Quintero and Fernando, among others. 21. OTHER CURRENT AND NON-CURRENT LIABILITIES The captions Other non-current liabilities and Other current liabilities as of 30 June 2015 and 2014 can be detailed as follows: 30.06.2015 30.06.2014 Other non-current liabilities Accrued expenses: Cost of transactions of players' registrations, not yet due 6,166,478 1,852,280 Deferred income: Broadcasting rights advances/anticipated invoicing (Note 30) 4,000,000 6,000,000 Deferred revenue sponsorship - BMG Museum 5,957,167 5,046,639 Effect of discounting trade payables (159,909) (136,297) 15,963,736 12,762,622 Other current liabilities State and public sector 2,638,865 3,127,033 Advances to clients - 5,000,000 Other creditors 8,557,715 9,902,184 11,196,580 18,029,217 Accrued expenses: Accrued payroll 780,856 767,371 Cost of transactions of players' registrations, not yet due 10,967,739 7,839,508 Competition bonuses pending processing 3,338,422 2,071,921 Other accrued expenses 3,658,014 519,099 18,745,031 11,197,899 Deferred income: Broadcasting rights advances/anticipated invoicing (Note 30) 2,000,000 2,000,000 Sale of season tickets 98,688 328,613 Advertising - 1,825,000 Deferred revenue sponsorship - BMG Museum 695,576 651,679 Other deferred income 645,920 221,509 3,440,184 5,026,801 Effect of discounting trade payables (597,370) (434,242) 32,784,425 33,819,675 The caption Other current/non-current liabilities Cost of transactions of players' registrations, not yet due includes commitments assumed in players registrations transactions supported by the respective contracts and not yet invoiced as of the end of the reporting period. As of 30 June 2015, includes, namely, amounts related to: Futebol Clube do Porto Futebol, SAD 77
(a) The costs of intermediation services of players totaling 14,683,295 Euros relating, among others, the sale of Jackson Martinez and Iturbe player s registration and the exercise price of the call options to purchase a percentage of the economic rights of Brahimi (Note 19). (b) Celebration and/or renewal of the labour contracts, namely signing-on fees in the amount of 1,670,893 Euro related, among others, to the players Andrés Fernandez and Walter. As of 30 June 2014, includes, namely, amounts related to: (a) intermediation costs of players in the amount of 5,583,452 Euro related, to among others, with the sale of registration rights of the players Iturbe, Fernando and Otamendi; (b) celebration and/or renewal of the labour contracts, namely signing-on fees and image rights in the amount of 3,417,565 Euro related, among others, to the players Reyes and Diego Herrera. In the classification as non-current balance, which regards the signing-on fees, were considered the agreed payment dates. The item "Other payables" as of June 30, 2015, includes remunerations, bonuses and termination compensations payable to players who have terms of payment in the short term (approximately 6,115,000 Euro as of June 30, 2015 and 7,567,000 Euro as of June 30, 2014). On June 30, 2015 and 2014, the caption "Competition bonuses pending processing" includes amounts relating to matches participation premiums and amounts and bonuses attributed to certain athletes in order to guarantee the minimum annual wage contracted in their respective labour contract. The caption "Deferred Revenue Sponsorship - BMG Museum" refers to the deferral of revenue related to the agreement signed between the subsidiary PortoComercial and Banco de Minas Gerais ( BMG ) as an advance under the signature of a partnership agreement concerning advertising and support of the construction of the FC Porto Museum. This contract establishes the sponsorship and naming of the Museum in the amount of 8,000,000 Euro until 2025. As mentioned in Note 13, PortoComercial acquired, in October 2013, to Futebol Clube do Porto the right to explore the Museum, having paid in advance 12,000,000 Euro, corresponding to the rents of 8 years of the Museum exploration. The maturity of the captions Other non-current liabilities and Other current liabilities as of 30 June 2015 and 2014 can be detailed as follows: 30.06.2015 > 1 YEAR > 2 YEARS > 3 YEARS > 4 YEARS > 5 YEARS Other non-current liabilities Accrued expenses: Cost of transactions of players' registrations, not yet due 6,166,478 5,746,478 420,000 - - - Deferred income: Broadcasting rights advances/anticipated invoicing (Note 30) 4,000,000 2,000,000 2,000,000 - - - Deferred revenue sponsorship - BMG Museum 5,957,167 695,576 695,576 695,576 695,576 3,174,863 Effect of discounting trade payables (159,909) (149,017) (10,892) - - - 15,963,736 8,293,037 3,104,684 695,576 695,576 3,174,863 Futebol Clube do Porto Futebol, SAD 78
Other current liabilities 30.06.2015 < 90 DAYS 90-180 DAYS 180-360 DAYS State and public sector 2,638,865 2,638,865 - - Other creditors 8,557,715 8,557,715 - - 11,196,580 11,196,580 - - Accrued expenses: Accrued payroll 780,856-260,285 520,571 Cost of transactions of players' registrations, not yet due 10,967,739 8,857,017 1,201,611 909,111 Competition bonuses pending processing 3,338,422 3,338,422 - - Other accrued expenses 3,658,014 3,658,014 - - 18,745,031 15,853,453 1,461,896 1,429,682 Deferred income: Broadcasting rights advances/anticipated invoicing (Note 30) 2,000,000 500,000 500,000 1,000,000 Sale of season tickets 98,688 98,688 - - Deferred revenue sponsorship - BMG Museum 695,576 173,894 173,894 347,788 Other deferred income 645,920 645,920 - - 3,440,184 1,418,502 673,894 1,347,788 Effect of discounting trade payables (597,370) (420,901) (22,875) (153,594) 32,784,425 28,047,634 2,112,915 2,623,876 30.06.2014 > 1 Year > 2 years > 3 years > 4 years > 5 years Other non-current liabilities Accrued expenses: Cost of transactions of players' registrations, not yet due 1,852,280 1,120,352 453,464 278,464 - - Deferred income: Broadcasting rights advances/ antecipated invoicing (Note 30) 6,000,000 2,000,000 2,000,000 2,000,000 - - Deferred revenue sponsorship - BMG Museum 5,046,639 651,679 651,679 651,679 651,679 2,439,923 Effect of discounting trade payables (136,297) (82,439) (33,367) (20,490) - - 12,762,622 3,689,592 3,071,776 2,909,653 651,679 2,439,923 30.06.2014 < 90 days 90-180 days 180-360 days Other current liabilities State and public sector 3,127,033 3,127,033 - - Advances to clients 5,000,000 - - 5,000,000 Other creditors 9,902,184 9,902,184 - - 18,029,217 13,029,217-5,000,000 Accrued expenses: Accrued payroll 767,371-255,790 511,581 Cost of transactions of players' registrations, not yet due 7,839,508 6,887,175 612,333 340,000 Competition bonuses pending processing 2,071,921 2,071,921 - - Other accrued expenses 519,099 519,099 - - 11,197,899 9,478,195 868,123 851,581 Deferred income: Broadcasting rights advances/ antecipated invoicing (Note 30) 2,000,000 500,000 500,000 1,000,000 Sale of season tickets 328,613 82,153 82,153 164,307 Advertising 1,825,000 912,500 912,500 - Deferred revenue sponsorship - BMG Museum 651,679 162,919 162,290 326,470 Other deferred income 221,509 221,509 - - 5,026,801 1,879,081 1,656,943 1,490,777 Effect of discounting trade payables (434,242) (452,817) (2,725) (23,960) 33,819,675 23,933,677 2,522,341 7,318,397 Futebol Clube do Porto Futebol, SAD 79
22. PROVISIONS AND ACCUMULATED IMPAIRMENT LOSSES The movement in provisions and accumulated impairment losses in the years ended 30 June 2015 and 2014 is as follows: Opening Closing Balance Changes of balance Captions 30.06.2014 the perimeter Increase Utilization Decrease 30.06.2015 Accumulated impairment loss on investments (Note 9) 1,202,037-432,114 (1,610,892) - 23,259 Accumulated impairment loss on account receivables (Note 11) 4,878,255 60,963 1,429,549 (943,189) (386,559) 5,039,019 Accumulated impairment loss on inventories (Note 12) 377,293-232,158 - - 609,451 Provisions 410,555 - - - (410,555) - 6,868,140 60,963 2,093,821 (2,554,081) (797,114) 5,671,729 Opening Closing balance Changes of balance Captions 30.06.2013 the perimeter Increase Utilization Decrease 30.06.2014 Accumulated impairment loss on investments (Note 9) 1,705,267-1,532,169 - (2,035,399) 1,202,037 Accumulated impairment loss on account receivables (Note 11) 5,042,712-322,016 (78,184) (408,289) 4,878,255 Accumulated impairment loss on inventories (Note 12) 302,696-74,597-377,293 Provisions 1,924,649 - - (1,514,094) - 410,555 8,975,324-1,928,782 (1,592,278) (2,443,688) 6,868,140 Provisions Tax litigations As of June 30, 2013 the Group presented provisions in the amount of 1,514,094 Euro to cover any contingencies that might arise from an unfavourable outcome of tax litigations, which had been challenged through complaints/administrative appeals or judicial challenges by the Group, by the fact that the Board of Directors and theirs legal and tax advisors consider that the reasons given by the Tax Administration on the matters referred, were not in accordance with Portuguese law. However, under the Extraordinary Regime for the Settlement of Debts to Social Security and to Tax Authority ("RERD") granted by the Ministry of Finance to the voluntary payments made by taxpayers until December 31, 2013, regarding taxes due, the FC Porto SAD paid the amount of 4,227,685 Euro related to tax processes, using the provision recorded for this purpose in the amount of 1,514,094 Euro, recognizing the remaining difference as an expense for the year Note 15). Notwithstanding the settlement of this amount, the Company maintains the complaints and judicial claims, having the Company contingent assets related with them as detailed in Note 34. Currently, the Company does not have any tax assessments settlements pending from regularization, by which no additional provisions were not registered in order to face tax contingencies. Other litigations During the year ended 30 June 2008 a judicial process was brought by a third party against the subsidiary PortoEstádio; in May 2009 a sentence was issued by the the Judicial Court s (7ª Vara Cível do Tribunal Judicial do Porto) condemning PortoEstádio to pay a compensation of 404,241 Euro, plus default interests, having the Group presented an appeal against this verdict. In July 2015 the outcome of this process was known, a favorable decision for PortoEstádio by which the previously recorded provision was reversed. Futebol Clube do Porto Futebol, SAD 80
Bank guarantees As of June 30, 2015, the Group had the following bank guarantees: a) FC Porto SAD: active bank guarantee in the amount of 2,250,000 Euro in Banco Montepio Geral regarding the acquisition of Quintero s player s registration to Pescara. The amount covered by the guarantee was fully paid in July 2015, and the bank guarantee has been withdrew. b) Porto Estádio: bank guarantee of 410,555 Euro regarding the judicial process described above, having this warranty however been withdrew in the beginning of the season 2015/16 due to the favourable decision to the Group; c) PortoComercial: bank guarantees in the amount of 137,511 Euro in favour of malls store s leaseholders;; d) PortoSeguro: bank guarantees of 15,000 Euro in favour of the Instituto de Seguros de Portugal ISP, the Portuguese Insurance Institute; e) Dragon Tour: bank guarantee of 75,000 Euro in favour of IATA - International Air Transport Association. Other responsibilities FC Porto, SAD endorsed a guarantee towards FCP Serviços Partilhados, S.A. in the amount of 503,574 Euro, under the financial leasing of computer equipment purchased by this entity of the Futebol Clube do Porto Group. 23. PENSION LIABILITIES The Group has committed to grant to certain employees cash contributions as retirement complement plans. These benefits are set out in the Collective Agreement between FC Porto and CESP Sindicato dos Trabalhadores do Comércio, Escritórios e Serviços de Portugal e Outros (Trade Union for workers of Commerce, Offices and Services of Portugal). The most recent actuarial valuation of the plan and the present value of defined benefits obligation was made in July 25, 2015 by Mercer (Portugal) Lda.. The present value of the defined benefit obligation and the cost of the current services and past services were measured using Projected Unit Credit method. The main assumptions followed in the actuarial valuation referred above are as follows: 30.06.2015 30.06.2014 Retirement normal age 66 years 66 years Mortality table TV 88/90 TV 88/90 Disability table EVK 80 at 50% EVK 80 at 50% Discount rate 2.25% 2.75% Inflation rate 2.00% 2.00% Salaries increase rate 3.00% 3.00% Pension increase rate 2.00% 2.00% Movements in the present value of the defined benefit obligation for the years ended June 30, 2015 and 2014 are described as follows: Futebol Clube do Porto Futebol, SAD 81
30.06.2015 30.06.2014 Opening Balance 448,818 - Constitution - 448,818 Interest Cost 24,932 - (Gains) /actuarial losses (138,526) - Closing Balance 335,224 448,818 The major risks for which the pension plan may be exposed are as follow: Behaviour of demographic variables; Changes to occur in the Social Security system; Pension indexation. A sensitivity analysis was performed in order to measure the impact on pension liabilities caused by changes in the discount rate (increase of 50 basis points) and a negative impact of approximately 26,000 Euro was calculated. 24. SERVICE RENDERED Services rendered for the years ended 30 June 2013 and 2012 are made up as follow: 30.06.2015 30.06.2014 Sporting income European competitions participating bonus 36,169,711 9,551,956 Ticketing income 4,269,628 2,493,309 Season tickets 2,690,530 2,835,578 Membership contributions 918,144 899,123 Other sporting income 1,176,611 2,400,405 45,224,624 18,180,371 Advertising 13,564,684 13,594,159 Broadcasting rights 17,251,214 15,928,072 Corporate Hospitality 8,200,550 14,352,830 Others 4,269,462 4,922,761 88,510,534 66,978,193 The increase in revenues from " European competitions participating bonus" is justified by the fact that: (i) the revenue for the UEFA Champions League 2014/15 Group s stage, on the amount of 8.6 million Euro has been recorded in the year ended as of June 30, 2015 and not in season 2013/2014 by the fact that the Company only won the right to participate in this stage this season, while the revenues of the same nature relating to the homologous period have been recorded in the 2012/13 season, due to the fact that the main team have won the access, in that same season, to the UEFA Champions League 2013/14 Group s stage, (ii) best sporting performance of when compared with the homologous period in the UEFA Champions League, which already includes the revenue for the participation on the quarter finals of that competition and (iii) revenue from the Champions League group stage of the 2015/16 season, amounting to 12 million Euro, since it has been assured with the second place in the 2014/15 National Championship. Futebol Clube do Porto Futebol, SAD 82
The increase in the caption "Ticket income" is related to a higher number of matches in the European competitions. The decrease in the caption "Season tickets" is related to a lower level of commercialization of season tickets for the season 2014/15. The caption "Membership contributions correspond to the transfer of 25% of the total contributions charged by FC Porto. Corporate Hospitality Under the loan and cooperation agreement signed in July 2003 between PortoEstádio Gestão e Exploração de Equipamentos Desportivos, S.A. ( PortoEstádio ), FCPorto e Futebol Clube do Porto Futebol, S.A.D. ( FCP, SAD ), Euroantas holds the exclusive right to commercialize Boxes and Business Seats ("Lugares Euroantas"). The reduction in this caption when compared with 2013/14 sporting season is related to the inclusion, for the first time, of Euroantas in the Group's consolidation perimeter, remaining under this caption, the net value, at Group level, of income related to the commercialization of "Lugares Euroantas". 25. EXTERNAL SUPPLIES AND SERVICES As of 30 June 2015 and 2014, the main balances included in this caption were as follows: 30.06.2015 30.06.2014 Specialised services 11,813,892 10,865,542 Subcontracts 5,336,446 4,902,667 Rentals 3,956,461 3,817,848 Advertising 2,168,258 1,672,386 Security 1,592,689 1,370,372 Organization costs 1,382,672 1,295,064 Repair and maintenance 1,359,541 536,159 Insurance 1,146,193 1,016,266 Sports equipment 835,074 617,127 Fees 736,189 787,335 Cleaning up services 544,618 515,000 Representation expenses 500,442 488,439 Communication 470,155 392,237 Electricity 327,418 370,819 Fuels 212,528 427,793 Corporate Hospitality - 12,261,707 Other costs 854,031 711,255 33,236,607 42,048,016 The caption Specialised services includes several types of costs associated with the Group s activity, namely: (i) expenses with market research services, (ii) costs with legal advisory services, (iii) costs with advisory services, namely the ones provided by FC Porto Serviços Partilhados S.A. (Note 31); (iv) costs relating to the cession of the exploitation and management rights of the TV channel "Porto Canal" and to the alterations of the referred TV Channel grid, as agreed with the company Avenida dos Aliados de Comunicações, SA.. In the caption Subcontracts are included costs incurred in connection with the protocol signed between the Group and Futebol Clube do Porto, mainly related with the use of several facilities, Futebol Clube do Porto Futebol, SAD 83
as well as the utilization of the training centre by the senior team and the junior teams, as well the costs of travel and accommodation incurred by the subsidiary Dragon Tour. The caption "Organization costs" considers various costs associated with matches organization and the balance of the caption Travel expenses includes, essentially, travel expenses performed by the main football team in the national championship, in the European competitions and in preseason tournaments. The absence of the caption "Corporate Hospitality" towards the season 2013/14 is related to the inclusion for the first time, of Euroantas in the Group's consolidation perimeter. The increase in the captions "Subcontracts", "Security" and "Organization costs is related to the increase in the number of matches, neamely in what refers to the European competitions. The increase in the caption "Maintenance and repair" caption is related to extraordinary expenses of the substitution of the Estádio do Dragão s lawn. 26. PAYROLL EXPENSES The balances related to payroll expenses for the years ended 30 June 2015 and 2014 of the Company and subsidiaries are detailed as follows: 30.06.2015 30.06.2014 Governing bodies 1,827,494 2,853,989 Players/Coaches 54,120,242 34,362,160 Technical and administrative staff 4,891,902 5,303,599 Post-Employment Benefits 24,035 448,818 Indemnities 473,169 545,718 Charges on salaries 4,627,194 3,252,683 Insurance 2,316,993 1,571,613 Other costs 1,717,537 546,714 69,998,566 48,885,294 The increase in the captions "Players/Coaches", "Charges on salaries" and "Insurance" in the year ended June 30, 2015 is justified mainly by the strong investment made in the squad, which led to a significant increase in labour costs. For the year ended June 30, 2015, compensation costs with players loaned out to other clubs amounted to approximately 600,000 Euro (3,5 million Euro on June 30 2014) and the salaries costs for players borrowed from other clubs amounted to approximately 6,1 million Euro. The remuneration of the members of the Board of Directors of FC Porto, SAD and its subsidiaries for the years ended June 30, 2015 and 2014 is as follows: 30.06.2015 30.06.2014 Fixed Remuneration 1,827,494 2,853,989 1,827,494 2,853,989 The detail of the remunerations for each Board of Directors member and remaining governing bodies is disclosed in the Corporate Governance Report. Futebol Clube do Porto Futebol, SAD 84
As of 30 June 2015 and 2014, the number of people working for the Group is as follows: 30.06.2015 30.06.2014 Governing bodies 7 8 Administrative staff 133 159 Technical staff 37 31 Museum 32 7 Vendors (stores) 43 33 Football players 77 58 329 296 27. RESULTS OF TRANSACTIONS WITH PLAYERS REGISTRATIONS The results of transactions with players registrations in the years ended 30 June 2015 and 2014 can be detailed follows: 30.06.2015 30.06.2014 Amortisation and impairment losses of players' registrations Amortisation of players' sporting registration rights (Note 8) 30,227,292 26,379,179 Impairment losses of players' sporting registration rights (Note 8) 1,146,645 563,333 Elimination of player's passes - 188,192 31,373,937 27,130,704 Income/(expenses) related with transactions of players' registrations Costs relating to players on loan (3,511,210) (145,000) Other costs relating to players (3,975,181) (1,660,800) (7,486,391) (1,805,800) Gains from the sales of players' registrations (Note 8) 86,470,297 22,397,504 Income relating to players on loan 1,017,500 1,483,937 Other income relating to players 2,499,025 1,831,215 89,986,822 25,712,656 82,500,431 23,906,857 51,126,494 (3,223,847) Impairment losses of players registrations rights consider the carrying amount of players registrations as of 30 June 2015 whose employment contracts were terminated by the Company until the approval date of these financial statements, as well as the estimated impairment loss of the players registrations considering the players sport situation as of the approval date of the financial statements. The balance of this caption as of 30 June 2015 corresponds essentially to the players Djalma, Opare and Quiñones. On June 30, 2014 the balance of this caption corresponds mainly to the players Izmailov and Stefanovic. On June 30, 2015, the caption "Costs relating to players on loan" refers to expenses incurred under the loan of the players Malthe Johansen, Roniel, Oliver, Pavlovski, Tello, Casimir, Ruiz, Campaña and Gudiño. Futebol Clube do Porto Futebol, SAD 85
For the year ended June 30, 2015, the caption "Other income relating to players" includes the solidarity mechanism for the transfer of player James Rodriguez from AS Monaco to Real Madrid (1,069,000 Euro). The caption "Other costs relating to players", in the same period, includes (i) compensation payable to the Clube Corinthians Alagoano arising from a dispute with this entity on the transfer of the player Pepe, for which the two companies reached an agreement, that foresees a payment of compensation in the amount of 1,650,000 Euro and (ii) adjustments to capital gains arising from negotiation process completed during the year ended 30 June 2015 amounting to 1,300,000 Euro. For the year ended June 30, 2014, the value of "Other income relating to players" includes the amount of 913,655 Euro received from SL Benfica, SAD following the execution of the arbitration decision made by the Arbitration Commission of the Portuguese Professional Football League. This outcome resulted from a lawsuit brought by FC Porto, SAD in 2002, as part of the transfer by SL Benfica, SAD of the player Miklos Feher. The amounts included in the captions "Gains from the sales of players registrations and "Losses from the sales of players registrations " are presented net of the carrying amount of the players registrations, intermediation service costs incurred with that sales, and liabilities under the solidarity mechanism (if and when applicable), the discount effect of accounts receivable and payable related with those transactions and the cost of eventual compensation payments. On 30 June 2015 the caption "Gains from the sales of players registrations" mainly refers to sale of players registration rights of: Mangala (22,806,942 Euro), Danilo (23,101,403 Euro), Jackson Martinez (26,633,515 Euro) and Defour (2,683,593 Euro), among others. On June 30, 2014, the most significant figures refer to the sale of sports and economic rights of Otamendi (7,974,000 Euro), Fernando (5,298,000 Euro), Iturbe (4,736,000 Euro), Christian Atsu (1,991,000 Euro) and André Castro (1,654,000 Euro), among others. 28. FINANCIAL RESULTS Financial expenses and income for the years ended 30 June 2015 and 2014 are made up as follows: 30.06.2015 30.06.2014 Financial expenses: Interest 12,844,769 9,824,932 Discount effect of accounts payable 2,239,002 1,457,890 Other financial expenses 1,925,614 1,451,644 17,009,385 12,734,466 Financial income: Interest 641,150 1,045,448 Discount effect of accounts receivable 1,449,355 1,519,494 2,090,505 2,564,942 Net financial expenses (14,918,880) (10,169,524) The balance of the captions Discount effect of accounts receivable and Discount effect of accounts payable relate to interest resulting from the temporal difference between the transaction date of sale / purchase of the registration rights of several sports players and the dates of receipt / payment contractually agreed. In the years ended 30 June 2015 and 2014 the income interest relate, mainly, to interest payable by FC Porto in accordance with the signed debt settlement agreement and in the meanwhile settled in the year ended as of 30 June 2015 (Note 11). Futebol Clube do Porto Futebol, SAD 86
29. INVESTMENT INCOME The detail of caption Gains and losses in investments for the years ended 30 June 2015 and 2014 is as follows: 30.06.2015 30.06.2014 Impairment losses - players' economic rights (Note 9) (432,113) (1,532,169) Capital gain arising on the disposal of economic rights (Note 9) 1,528,226-1,096,113 (1,532,169) In the year ended June 30, 2015 Santos FC sold the sporting registration rights of the player Sousa to Fenerbahce for 8 million Euro; having FCP, SAD entitled to a value of 2,000,000 Euro, regarding 25% of the economic rights of this player, generating a capital gain of 1,528,226 Euro. 30. RELATED PARTIES Balances and transactions between the Company and its subsidiaries, which are related parties of this have been eliminated in consolidation and therefore are not releases this Note. The principal balances with other related parties, identified below, on 30 June 2015 and 2014 and the main transactions with related entities during the year ended on that date, are detailed as follows: 30.06.2015 Accounts Accounts Other current and non Other current and non Balances Receivable Payable current assets current liabilities FCP Clube 7,412,444 48,894 12,693,331 515,692 FCP Serv. Part. 722,411 980,986 67,261 155,183 Investiantas - - 5,600 - Fundação Porto Gaia - - 263,098 2,460 PPTV/Olived./Sport TV - - - 6,000,000 Sportinveste 61,067 8,760 23,568 48,534 8,195,922 1,038,639 13,052,858 6,721,869 30.06.2014 Accounts receivable Accounts payable Other current and Other current and Balances current and non-current current and non-current non-current assets non-current liabilities Futebol Clube do Porto (Note 11) 16,980,047 48,076 11,268,845 - Euroantas (Notes 24, 25 and 34) 7,102,589 4,048,748 14,963,937 - F.C.P. Serviços Partilhados 650,139 641,265-29,523 FCP Media - - - - Fundação Porto-Gaia 10,086-289,157 - PPTV/Olivedesportos 5,000,000 - - 13,000,000 Investiantas 5,600 - - - Sportinveste 50,896 11,600 - - 29,799,356 4,749,689 26,521,938 13,029,523 30.06.2015 Sales and services Purchases and External Income Interest Other Transactions rendered supplies and services interests expenses expenses Futebol Clube do Porto 4,210,983 5,165,065 269,268-471 FCP Serviços Partilhados 108,883 5,045,019 - - (34,503) PPTV/Olivedesportos 16,463,326 (695) - (47,396) (14,424) Sportinveste 82,096 59,753 - - - Investiantas - - - - - Fundação Porto Gaia - 36,145 - - - 20,865,289 10,305,286 269,268 (47,396) (48,456) Futebol Clube do Porto Futebol, SAD 87
30.06.2014 Sales and Purchases and services External supplies Income Other Transactions rendered and services interests expenses Futebol Clube do Porto 2,381,320 6,700,742 797,629 976 Euroantas (Notes 24, 25 and 34) 6,650,672 11,633,841 - - FCP Serviços Partilhados 109,270 4,900,514 - (751) FCP Basket SAD - - - - FCP Media - - - - Fundação Porto-Gaia - 36,145 - - PPTV/Olivedesportos 15,303,867 - - - Sportinveste 90,072 46,500 - - 24,535,201 23,317,742 797,629 225 Futebol Clube do Porto is the main shareholder of FC Porto, SAD (Note 16), Euroantas and FC Porto Serviços Partillhados, S.A. are owned by this entity (53% and 96%, respectively). Additionally, is presented above information of Group balances and transactions with the entities Sportinveste - Multimédia, S.A. ( Sportinveste ) and PPTV/Olivedesportos - Publicidade Televisão e Media, S.A. ( Olivedesportos ), as the Chairman of the Board of Directors of these entities is a referral shareholder of FC Porto, SAD. As of 30 June 2015 and 2014, the transactions with the entity PPTV/Olivedesportos recorded in the caption Sales and services rendered are justified by the cession contract, in exclusivity, of the broadcasting rights relating to the FCP Futebol, SAD main team games in Estádio do Dragão for the Professional Football I League, as well as the static and virtual advertising commercial exploration relating to those games, signed between the parties. On the other hand, the balance recorded on the captions Other current/non-current liabilities as of 30 June 2015 and 2014 corresponds, essentially, to the advance received by the Company form the entity above relating to the mentioned rights, as well as anticipated invoicing to the same entity on televising rights for the next seasons (Note 21). As described in Note 4, the FCP Media became part of the consolidation perimeter since July 30, 2013 and Euroantas from 22 October 2014. 31. EARNINGS PER SHARE Earnings per share for the year, were calculated according to the following amounts: Futebol Clube do Porto Futebol, SAD 88
Earnings per share Earnings 30.06.2015 30.06.2014 Net profit/(loss) considered for the computation of basic earnings per share 19,351,824 (40,701,114) Net profit/(loss) considered for computation of diluted earnings per share 19,351,824 (40,701,114) Number of shares Weighted number of shares used to compute the basic earnings per share 15,000,000 15,000,000 Effect of potencial shares 4,972,603 - Weighted number of shares used to compute the diluted earnings per share 19,972,603 15,000,000 Basic earnings per share 1.29 (2.71) Diluted earnings per share 0.97 (2.71) 32. SEGMENT INFORMATION Operationally, the Group is organised in two major segments: Segment A: activity related to the participation in professional football competitions, and the promotion and organisation of sporting events represented by FCP SAD; Segment B: activity relating to the sale of image rights, sponsorship, merchandising and product licensing represented by PortoComercial and Euroantas; Other services: includes the activities of the subsidiaries PortoMultimedia, PortoEstádio,PortoSeguro, FCP Media and Dragon Tour. Operational income, indicating transactions with other segments and those resulting from transactions with third parties, may be presented as follows: 30.06.2015 Segm. A Segm. B Other services Total Operational income excluding income related with transactions of players' registrations Resulting from operations with external clients 68,219,820 17,960,046 7,409,138 93,589,004 Resulting from operations with other segments 4,589,249 15,064,089 5,512,835 25,166,173 30.06.2014 Segm. A Segm. B Other services Total Operational income excluding income related with transactions of players' registrations Resulting from operations with external clients 48,523,451 18,368,234 5,721,145 72,612,830 Resulting from operations with other segments 267,614 827,816 5,394,219 6,489,649 The amounts related to operational profit, operational cash-flow and cash-flow, by segment, are as follows: Futebol Clube do Porto Futebol, SAD 89
30.06.2015 Segm. A Segm. B Other services Eliminations and adjustments Total Operational profit / (loss) 30,213,392 3,776,902 1,041,545 (650,588) 34,381,251 Amortisation and depreciation excluding amortisation of players' 181,773 1,879,304 62,866 650,588 2,774,531 registrations Provisions and impairment losses excluding players' registrations 901,610 76,566 (345,740) - 632,436 Amortisation and impairment losses of players' registrations 31,373,937 - - - 31,373,937 Operational cash-flow - EBITDA (a) 62,670,712 5,732,772 758,671-69,162,155 Gains and losses in investments 1,096,113 - - - 1,096,113 Financial expenses (15,975,098) (1,414,034) (848) 380,595 (17,009,385) Financial income 2,496,510 205,982 57 (612,044) 2,090,505 Income tax 97,303 (423,732) (316,866) 42,504 (600,791) Cash-flow (b) 50,385,540 4,100,988 441,014 (188,945) 54,738,597 (a) - Earnings before taxes, financial results, depreciation and amortisation, provisions and impairment losses (b) - Profit plus depreciation and amortisation, provisions and impairment losses 30.06.2014 Segm. A Segm. B Other services Eliminations and adjustments Total Operational profit / (loss) (24,090,881) (1,434,037) (261,381) - (25,786,299) Amortisation and depreciation excluding amortisation of players' 342,685 71,009 145,645-559,339 registrations Provisions and impairment losses excluding players' registrations (296,686) 210,563 (150) - (86,273) Amortisation and impairment losses of players' registrations 27,130,704 - - - 27,130,704 Operational cash-flow - EBITDA (a) 3,085,822 (1,152,465) (115,886) - 1,817,471 Gains and losses in investments (1,532,169) - - - (1,532,169) Financial expenses (12,396,891) (626,365) (236) 289,026 (12,734,466) Financial income 2,637,911 215,850 207 (289,026) 2,564,942 Income tax (3,012,708) (38,868) (168,350) (3,219,926) Cash-flow (b) (11,218,035) (1,601,848) (284,265) - (13,104,148) (a) - Earnings before taxes, financial results, depreciation and amortisation, provisions and impairment losses (b) - Profit plus depreciation and amortisation, provisions and impairment losses Data on total assets and total liabilities, as well as on the investment made in the year in tangible and intangible assets, including players registrations, can be presented, by segment, as follows: 30.06.2015 Segm. A Segm. B Other services Eliminations Total and adjustments Total assets 268,782,076 136,932,732 10,599,669 (57,079,117) 359,235,360 Total liabilities 241,878,838 60,112,251 8,729,318 (34,588,966) 276,131,441 Investment made in the current year (c) 53,485,281 120,232 - - 53,605,513 30.06.2014 Segm. A Segm. B Other services Eliminations Total and adjustments Total assets 183,935,179 23,753,881 7,377,310 (14,670,438) 200,395,932 Total liabilities 212,447,217 27,213,322 6,118,896 (12,316,163) 233,463,272 Investment made in the current year (c) 18,834,334 800 - - 18,835,134 (c) Fixed tangible and intagible assets acquisitions including players' registrations As FCP Group is currently developing its activity exclusively in the internal market, geographical segments are not reported. Futebol Clube do Porto Futebol, SAD 90
33. DERIVATIVE FINANCIAL INSTRUMENTS In order to reduce its exposure to volatility from interest rates, the Group hires interest rate swaps. These contracts are valued according to their fair value at the date of the financial statements and the corresponding amount recognized in "Other financial instruments - derivatives" of the assets or liabilities, as appropriate. Derivative financial instruments recorded in the financial statements as of 30 June 2015 correspond to an interest rate swap relating to a Group's financing loan. The Board of Directors believes that this derivative fully meets the requirements of IAS 39 - Financial Instruments: Recognition and Measurement, to be classified as a hedging instrument, so changes in their fair value are recorded directly in equity. On June 30, 2015, the derivative (swap) contracted by the Group had the following characteristics: 30.06.2015 30.06.2014 Opening balance - (1,012,172) Changes in the perimeter (786,966) - Change in fair value 249,011 204,372 Accrued interests 11,729 20,834 Closing balance (526,226) (786,966) Currency Notional (in currency) Notional (in Euro) Agreement date Due date EUR 6,322,263 6,322,263 29/08/2003 28/09/2018 34. CONTINGENT ASSETS AND LIABILITIES Contingent Liabilities i) Pepe - Maritime Madeira - Futebol SAD On 14 October 2010, Marítimo da Madeira Futebol, SAD ( Marítimo ) brought a declarative action against FCPorto, SAD in the Professional Football Portuguese League claiming a rectification in the amount due regarding the sale of the Pepe s registration to Real Madrid in the amount of, approximately, 840,000 Euro, which includes late payment interests. On 14 September, 2012, the Arbitral Comission of LPFP decided as unfounded all the claims from Marítimo, acquitting FCP, SAD. Subsequently, on 17 October, 2012, Marítimo presented appealed to decision to the plenary of LPFP. In December 2013 the request for the annulment of the decision of the Plenary of the LPFP Arbitral Commission initiated by Maritime Football SAD within the Porto Civil Courts of Porto was denied, and from this decision has brought an appeal to the Court of Appeal of Porto, by Maritimo SAD being this process at the moment yet to be processed. The Board of Directors of the Company and its legal consultants, understands that the grounds considered by the clubs in the above processes are not correct, by which it was presented contestation, and it s not estimated that from the outcome of these processes arise in any material impact on the consolidated financial statements. Futebol Clube do Porto Futebol, SAD 91
ii) Kléber - Maritime Madeira - Futebol SAD On 18 October 2011, Marítimo da Madeira Futebol, SAD ( Marítimo ) brought a declarative action against FCPorto, SAD in the Professional Football Portuguese League claiming a sum by way of "compensation for promotion or appreciation" of the player Kléber Laube Pinheiro, having been rejected. Subsequently, the decision was annulled by the civil courts of Porto at the request of Marítimo and the appeal of FC Porto, SAD, from this annulment decision was denied. The Board of Directors, as well as its legal consultants, consider that the grounds presented by Marítimo is not correct; therefore no impacts over the consolidated financial statements are estimated to occur arising from the outcome of this action. iii) João Moutinho - Sporting Was brought by Sporting Clube de Portugal, SAD, within the LPFP Arbitral Commission, a declarative judgment action concerning the definitive cession of the palyers registration rights relating to the athlete João Filipe Iria Santos Moutinho, contract under which it was attributed to Sporting SAD the right to receive 25% of the capital gain recorded in a future transfer of the player to a third club. On September 17, 2014 the LPFP Arbitral Commission notified FCP, SAD from the decision concerning this process in which the Company has condemned to the payment, to Sporting Clube de Portugal, SAD, of the amount of 658,047 Euro plus interest. The Board of Directors of the Company and its legal consultants, understands that the grounds presented by Sporting are not correct, so it appealed from the decision to the LPFP Arbitral Commission Plenary in October 6, 2014, not estimating to occur, from the outcome of this action, any material impacts over the consolidated financial statements. The Board of Directors of the Company and its legal consultants, understands that the grounds considered by the clubs in the above processes are not correct, by which it was presented contestation, and it s not estimated that from the outcome of these processes arise in any material impact on the consolidated financial statements. Contingent Assets i) Tax litigations The Company made in previous years, payments for additional assessments of tax, recording such payments as an expense in the period in which such payments occurred. However, the Company maintains the complaints and judicial claims, calling for the return of such amounts. Thus there are the following contingent assets of tax to 30 June 2015: Futebol Clube do Porto Futebol, SAD 92
Tax Nature Contingent asset 30.06.2015 IRC 2003 Additional tax settlement 2,155,916 IVA 2003 Additional tax settlement 171,369 IRC 2005 Additional tax settlement 626,650 IRC 2007 Additional tax settlement 416,475 IRC and IVA 2008 Additional tax settlement 823,732 IRC 2009 Additional tax settlement 979,550 IRC e IRS 2010 Additional tax settlement 316,366 5,490,058 ii) Property municipality tax In a public meeting of the Municipal Council of Porto held on April 18, 2006, it was unanimously approved the proposed classification of the Estádio do Dragão as "property of municipal interest." In February 2008, an order by the Porto Tax Services approving the request for Property municipality tax exemption ("IMI") was issued in respect to the property, and that, according to legislation expressed in the Tax Benefits Statute will apply for the years 2006 and following. In October 2006, the Board of Directors of Euroantas addressed a request to the Minister of Finance requesting that the IMI exemption obtained would be applicable since 2004. However, in February 2008, the Group received an IMI settlement note for the years 2004 and 2005 whose total value amounted to 343,871 Euro. Despite this amount was recorded as an expense in the income statement for the year ended June 30, 2008, the Company s Board of Directors understands that there is grounding to justify that the exemption would also apply to the years 2004 and 2005, in July 2008, the Group presented an administrative claim regarding the referred settlement; this claim was dismissed and subsequently there has been presented a judicial claim. As has not yet been any further development in this process, the Group continues to wait for a final decision. 35. SUBSEQUENT EVENTS The following events took place after the date of the financial statements and, by its relevance, are presented as follows: i) Players registration acquisitions: a) Acquisition of the sporting registration rights for 5 seasons and 100% of the economic rights of the player Imbula from Olympique de Marseille by 20,000,000 Euro. b) Acquisition of the sporting registration rights for 5 seasons and 70% of the economic rights of the player Corona from FC Twentepor for 10,500,0000 Euro; j) Players registration sales: Transfer, on a permanent basis, of the player s registration of the professional football player Alex Sandro in the amount of 26,000,000 Euro. Futebol Clube do Porto Futebol, SAD 93
k) Players Contract Renewals Renegotiation of the player's sports employment contract of Brahimi and increasing the termination clause from 50,000,000 Euro to 60,000,000 Euro. l) Players loans FC Porto SAD gave the sporting registration rights of the player Quintero to Stade Rennais Football Club for a sporting season, until July 2016. The agreement contemplates the call option over the economic rights of the player in the amount of 20,000,000 Euro. 36. APPROVAL OF THE FINANCIAL STATEMENTS The accompanying financial statements were approved by the Board of Directors on 8 October 2015. 37. EXPLANATION ADDED FOR TRANSLATION These consolidated financial statements are a translation of financial statements originally issued in Portuguese in accordance with International Financial Reporting Standards (IFRS/IAS) as adopted by the European Union and the format and disclosures required by those Standards, some of which may not conform to or be required by generally accepted accounting principles in other countries. In the event of discrepancies, the Portuguese language version prevails. Futebol Clube do Porto Futebol, SAD 94
7. Legal Certification of Accounts and Audit Report (Translation of a report originally issued in Portuguese Note 37) Introduction 1. In compliance with the applicable legislation, we hereby present our Statutory Audit and Auditors Report on the consolidated financial information contained in the Board of Directors Report and on the accompanying consolidated financial statements for the year ended 30 June 2015 of Futebol Clube do Porto Futebol, S.A.D. ( Company ) and subsidiaries ( Group ), which comprise the Consolidated Statement of Financial Position as of 30 June 2015 (that presents total net assets of 359,235,360 Euro and shareholders equity of 83,103,919 Euro, including a net consolidated profit attributable to the Parent company of 19,351,824 Euro), the Consolidated Statements of Profit and Loss, of Comprehensive Income, of Changes in Equity and of Cash Flows for the year then ended and the corresponding notes. Responsibilities 2. The Company s Board of Directors is responsible for: (i) the preparation of consolidated financial statements that present a true and fair view of the financial position of the companies included in the consolidation, the consolidated results and comprehensive income of their operations, the changes in consolidated equity and their consolidated cash flows; (ii) the preparation of historical financial information in accordance with International Financial Reporting Standards as adopted by the European Union and that is complete, true, timely, clear, objective and licit, as required by the Portuguese Securities Market Code; (iii) the adoption of adequate accounting policies and criteria and the maintenance of appropriate internal control systems; and (iv) the disclosure of any significant facts that have influenced the operations of the Company and companies included in the consolidation, their financial position, results and comprehensive income. 3. Our responsibility is to examine the financial information contained in the documents referred to above, including verifying that, in all material respects, the information is complete, true, timely, clear, objective and licit, as required by the Portuguese Securities Market Code, and to issue a professional and independent report based on our examination. Scope 4. Our examination was performed in accordance with the Auditing Standards ( Normas Técnicas e as Directrizes de Revisão/Auditoria ) issued by the Portuguese Institute of Statutory Auditors ( Ordem dos Revisores Oficiais de Contas ) which require that the examination be planned and performed with the objective of obtaining reasonable assurance about whether the consolidated financial statements are free of material misstatement. Such an examination includes verifying, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements and assessing the significant estimates, based on judgments and criteria defined by the Board of Directors, used in their preparation. Such an examination also includes: verifying the consolidation procedures and that the financial statements of the companies included in the consolidation have been appropriately examined, assessing the adequacy of the accounting policies used and their uniform application and disclosure, taking into consideration the circumstances, verifying the applicability of the going concern concept, verifying the adequacy of the overall presentation of the consolidated financial statements, and assessing that, in all material respects, the consolidated financial information is complete, true, timely, clear, objective and licit. Our examination also comprised verifying that the consolidated financial information included in Futebol Clube do Porto Futebol, SAD 95
the consolidated Board of Directors Report is consistent with the consolidated financial statements as well as the verifications established in numbers 4 and 5 of the article 451º of the Commercial Company Code ( Código das Sociedades Comerciais ). We believe that our examination provides a reasonable basis for expressing our opinion. Opinion 5. In our opinion, the consolidated financial statements referred to in paragraph 1, present fairly, in all material respects, the consolidated financial position of Futebol Clube do Porto Futebol, S.A.D. and subsidiaries as of 30 June 2015, the consolidated results and comprehensive income of its operations, consolidated changes in its equity and its consolidated cash flows for the year then ended, in accordance with the International Financial Reporting Standards as adopted by the European Union, and the financial information contained therein is, in terms of the definitions included in the auditing standards referred to in paragraph 4, complete, true, timely, clear, objective and licit. Emphasis 6. The Company s individual financial statements as of 30 June 2015, show that almost of its share capital has been lost and, as such, the provisions of articles 35 and 171 of the Commercial Company Code ( Código das Sociedades Comerciais ) are applicable. Additionally, the individual and consolidated financial statements on that date represents a negative working capital. As mentioned in the Board of Directors Report and in Note 16 of the Notes to the consolidated financial statements, the Board of Directors understands that this situation should be analysed and decided by the General Shareholders Meeting, in order to fulfill the requirements of the legislation referred above. The accompanying consolidated financial statements were prepared on a going concern basis, which considers the continued financial support of the financial institutions and other financing institutions, namely the renovation/reinforcement of existing credit lines (Note 18), as well as the success of the Company s future operations, including the positive outcome of the disposal of players registrations, and as foreseen in its operating and cash-flow budgets, essential to the balance and fulfilment of financial commitments. Reporting over other legal requirements 7. It is also our opinion that the financial information included in the Board of Directors Report is in accordance with the consolidated financial statements of the year and that the Corporate Governance Report includes the information required to the Company, as established by the Article 245º- A of the Securities Market Code. Porto, 9 October 2015 Deloitte & Associados, SROC S.A. Represented by António Manuel Martins Amaral l Futebol Clube do Porto Futebol, SAD 96
8. Report and Opinion of the Audit Committe Shareholders, The Audit Committee of FC Porto - Futebol, SAD, in compliance with legal and statutory provisions and the mandate given to it, is to report and evaluate the management report and other provision of individual financial statements and consolidated accounts for the year ending on June 30 2015, at the responsibility of the Board of Directors. Supervision During the year, the Audit Committee tracked and monitored the management of the group, the evolution of its activity and its subsidiaries, and to this end made meetings with the frequency and length considered appropriate. These meetings had the participation, considering the matters being analysed, of those responsible for the areas of Accounting and Taxation, Financial Planning and Control Management, Legal Department and the Board of Directors. Also kept close contact with the official auditor and external auditor that kept us informed of the nature and findings of audits. In fulfilling these functions the Audit Committee always received, from the Board, the various services of the group, the companies included in the group, and the auditor all information and explanations required, in particular for the proper understanding and evaluation of business development, performance and financial position and of risk management and internal control systems. There was a monitoring of the process of preparation and disclosure of financial information, as well as reviewing the provision of individual and consolidated accounts of company documents, and the official auditor received all information and explanations required. As part of its responsibilities, the Audit Committee examined the individual and consolidated balance sheets on June 30, 2015, the individual and consolidated statements of profit and loss, cash flows and comprehensive income and changes in equity for the year than ended in that date and the accompanying notes. The annual report issued by the Board of Directors was analysed, and the legal certification of accounts and audit report on the accounts, issued by the statutory auditor, which deserve the agreement of the Audit Committee. Given the above, the Audit Committee is of the opinion that the information in the financial statements has been drafted in accordance with the accounting, legal, and statutory standards applicable and give a true and fair view of the assets and liabilities, financial position and results of Futebol Clube do Porto - Futebol, SAD and the undertakings included in the consolidation perimeter and that the management report faithfully reflects the development of business, performance and financial position of the same and the undertakings included in the consolidation perimeter and contains a description of the principal risks and uncertainties that they face. The most relevant facts occurred after the closure of accounts were analysed and duly explained in the Management Report. The Audit Committee expresses its thanks for the invaluable collaboration of the Board of Directors and services. Futebol Clube do Porto Futebol, SAD 97
Advice Accordingly, we are of the opinion that the conditions are met so that the General Assembly approves: a) the Management Report, the individual and consolidated balance sheets on June 30 2015, the individual and consolidated statements of results by nature, of cash flows and correspondent annexes; b) the proposition to apply the results of individual accounts presented by the Board of Directors. Certificate of Responsibility The members of the Audit Committee of Futebol Clube do Porto - Futebol, SAD, in accordance with line c) of n. 1 of article 245 of the Portuguese Securities Code, declare that, to the best of their knowledge, the information specified in line a) of that article, including the documents of the individual and consolidated accounts, was prepared in accordance with the applicable accounting standards, give a true and fair view of the assets and liabilities, financial position and results of the Group and undertakings included in the consolidation perimeter, and contains a description of the principal risks and uncertainties that it faces. Porto, October 9 2015 The Audit Committee José Paulo Sá Fernandes Nunes de Almeida Chairman Armando Luis Vieira de Magalhães - Member Filipe Carlos Ferreira Avides Moreira Member Futebol Clube do Porto Futebol, SAD 98
C. Corporate Governance Report PART I INFORMATION ON THE SHAREHOLDER, ORGANIZATION AND CORPORATE GOVERNANCE STRUCTURE A. SHAREHOLDER STRUCTURE I. Capital structure 1. Capital structure The share capital of FC Porto - Futebol, SAD is, on June 30, 2015, of 112,500,000 (one hundred and twelve million five hundred thousand euros), represented by 22,500,000 (twenty two million five hundred thousand) shares with a nominal value of 5 (five euros) each. On June 30, 2014, the share capital was 75,000,000. However, the General Meeting of Shareholders on October 22014, approved the capital increase in the amount of 37,500,000 through the issuing of preferential shares without voting rights. Following this capital increase, which was fully subscribed by Futebol Clube do Porto, the capital of the Group now amounts to a total of 112.500.00 (one hundred and twelve million five hundred thousand euros), having not been any changes to the social capital of FC Porto - Futebol, SAD since then. Thus, to this date, the share capital is fully subscribed and paid up and is divided into 7,500,000 preferential shares without voting rights and 15,000,000 ordinary shares Category A and Category B (respectively 61.89 % and 38.11% of the capital), depending on the identity of the holder. Category A shares only integrate this category while held by Futebol Clube do Porto, or the Management Company of shareholdings in which the club holds the majority of share capital, automatically converting into Category B shares in the event of alienation to a third party in any way. For the purpose of exercising the right to vote, each ordinary share represents one vote. Futebol Clube do Porto Futebol, SAD 99
June-30-2015 June-30-2014 Category A 9.282.931 6.000.000 Category B 5.717.069 9.000.000 Preferential without voting rights 7.500.000 0 22.500.000 15.000.000 Shares in category A give the shareholder the following special rights: Right to veto the decisions of the general meeting intended to merge, split, transform or dissolve the company and the change in statutes, increase or reduction of social capital and change of headquarters (article 7, n. 2 of statutes), according to article 23, n. 3 od Decree 10/2013 of January 25. Right to appoint at least one of the members of the Board of Directors, which will have the right to veto in consideration of that entity with a similar objective as n. 2 of article 7 in the Statutes (article 11, n. 3 in statutes1). 2. Restrictions regarding the transmission of shares and share holders There are legal restrictions to the holding of shares representing the capital of FC Porto Futebol, SAD, due to the specific demands of the sporting activity that rule its existence. Sporting companies are ruled by the special legal regime set in Decree 67/97, on April 3 according to the changes introduced by Law n. 107/97, on September 16, followed by Decree n. 10/2013, on January 25. Among those specific demands are: The existence of two categories for shares, with category A shares remaining subscribed and held, at any time, by the founding club, can only be legally apprehended or encumbrance in favour of collective people of public right; The special loyalty system of the Company to the founding club, which means that the club is forced to maintain a minimum participation in the Company (not inferior to 10%); in attributing special rights to the shares held by the founding club. Futebol Clube do Porto Futebol, SAD 100
3. Own shares FC Porto Futebol, SAD holds 100 own shares, consolidated, worth 499. These shares, with a very small representation in the social capital of the company, are held by PortoSeguro, a company in the consolidation perimeter, held at 90% by FC Porto Futebol, SAD. PortoSeguro acquired 100 shares when the SAD was created, in 1997, and hasn t alienated or acquired any share since. Thus, FC Porto Futebol, SAD had, both at the start and at the end of the period under analysis, 100 own shares, worth 500 at the time of buy. 4. Significant agreements involving the company and which start, change or cease in case the control of the company changes following a public acquisition offer, as well as its effects There are no significant agreements of which the company is part and that will start, change or cease, in case the control of the Company changes following a public acquisition, or agreements between FC Porto Futebol, SAD and the holders of the board of directors or workers foreseeing compensations for renounce or destitution of members of the board, nor in case of dismissal of worker, firing without a cause or termination of work relation, following a public acquisition offer. FC Porto Futebol, SAD has also not adopted any measure intending to stop the success of public offers of acquisition that disrespect the interests of the Company and the shareholders. 5. Regime controlling the renewal or revocation of defensive measures, especially those that foresee the limitation in number of detainable votes or belonging to a single shareholder, individually or under several shareholders Under the terms of line 3 of article 7 of the statutes FC Porto - Futebol, SAD, the votes of shareholders of the Group who hold preferential shares without voting rights that may confer voting rights pursuant to Article 342, n. 3 of the Companies Act, will not be considered during the period in which to exercise his right to vote (i.e., the period after two fiscal years without receiving the priority dividend until the date of payment of a preferred dividend), if their share in total capital exceeds more than a third of Futebol Clube do Porto Futebol, SAD 101
the total votes corresponding to the share capital of FC Porto - Futebol, SAD. Therefore, if FC Porto has voting rights corresponding to 7,500,000 preferential shares without voting rights, such right will not be exercised in view of this vote limit. 6. Prosocial agreements known to the company and that may lead to restrictions in terms of transmission of assets or rights to vote The Board of Directors is unaware of any prosocial agreement as described in Art. 19 of the Portuguese Security Code regarding the exercise of social rights, or the transmission of shares of FC Porto Futebol, SAD. There is no union to vote or defence agreement against public acquisition offers (take-overs). II. Social Participations and Obligations detained 7. Qualified holdings Under and for the purposes of Articles 16 and 20 of the Securities Code and Article 448 of the Companies Code, it is reported that the Company and / or individuals with qualified social participation exceeding 2%, 5%, 10%, 20%, a third, 50%, two thirds and 90% of the votes, and according to reports received at the headquarters of the Company are, as of June 302015, as follows: Futebol Clube do Porto N. of Shares % Voting rights Directly Ordinary Shares 9,282,931 61.89% Directly Preferential Shares 7,500,000 0.00% Through Jorge Nuno de Lima Pinto da Costa 250,000 1.67% Through Alípio Jorge Calisto Fernandes 2,175 0.01% Through Álvaro José Pereira Pinto Júnior 275 0.00% Through Eduardo Jorge Tentugal Valente 200 0,00% Through Ilídio Borges Pinto 10,450 0.07% Through Reinaldo da Costa Teles Pinheiro 9,850 0.07% Total Attributable 17,055,881 63.71% António Luís Alves Oliveira N. of Shares % Voting rights Directly 1.650.750 11,01% Through Francisco António de Oliveira 980 0,01% Total Attributable 1.651.730 11,01% Futebol Clube do Porto Futebol, SAD 102
Joaquim Francisco Alves Ferreira de Oliveira N. of Shares % Voting rights Through Olivedesportos SGSPS, SA 1.502.188 10,01% 8. Number of shares and bounds held by members of the Board of Directors and Advisory Council, under the terms of n. 5 of art. 447 of the Portuguese Companies Code Under the terms of art. 447 of the Portuguese Companies Code, it should be informed that, as of June 30 2015, the directors of FC Porto Futebol, SAD had the following shares: Shares held by members of the Board of Directors Number of shares Jorge Nuno de Lima Pinto da Costa* 250.000 Adelino Sá e Melo Caldeira* 0 Fernando Manuel Santos Gomes * 0 Reinaldo Costa Teles Pinheiro* 9.850 Rui Ferreira Vieira de Sá 0 * Futebol Clube do Porto, of which he is Chairman/Vice-Chairman of the Board, had 9.282.931 shares in June 30 2015 Shares held by members of the Advisory Council Number of shares José Paulo Sá Fernandes Nunes de Almeida 100 Armando Luís Vieira de Magalhães 0 Filipe Carlos Ferreira Avides Moreira 10 José Augusto dos Santos Saraiva 0 As of June 30 2015, the Auditor had no representative shares of the social capital of FC Porto Futebol, SAD. Futebol Clube do Porto Futebol, SAD 103
9. Special powers of the Board of Directors, regarding the increase of capital Without prejudice of the several given by Law and the Statutes of the Company, the Board of Directors must assure the management of any social business and any operation regarding social focus, as they are given full powers, namely to: a) Represent the Company, at all times, propose and dispute any actions, demand and release and make commitments in terms of decisions. For that, the board must delegate these powers in one mandatary; b) Create a company budget, to be approved by the General Meeting; c) Acquire, alienate and ornate or relocate assets, including shares, quotas, bounds and right to sign players; d) Sign sporting contracts and sporting training contracts and proceed to dismiss them, by mutual or unilateral agreement; e) Acquire real-estate; f) Decide if the Company should associate with other entities, under the terms of art. 4 of the Statutes; g) Decide on the emission of bounds and apply for loans in the national and/or international financial market and accept audits from relevant entities; h) Appoint any other individual or collective entity for social positions in other companies. The Board of Directors does not hold powers to decide on the increase of capital. As determined in article 7 of the Statutes of the Company, any increase to the capital requires previous analysis of the General Meeting, as shares of Category A, held by Futebol Clube do Porto (Clube), offer right to veto of any decision of the General Meeting which aim at increasing or decreasing if social capital. Still, as line b) of article 23, n. 2 of Decree n. 10/2013, of January 25 goes into effect, FC Porto no longer has, by Law, the right to veto over the change in statutes of FC Porto SAD or over the increase and decrease of social capital of that company, now being given the right to veto any chance to the emblem or equipment of its professional football teams. Futebol Clube do Porto Futebol, SAD 104
10. Relevant commercial relations between owners of bounds and the Company There are no significant economic businesses for any of the parties involved, between the Company and the member of the Board of Directors, Audit Board, owners of qualified holdings or Companies under control of the Group, except the businesses or operations done under normal circumstances for similar operations, part of the current activity of the Company. B. SOCIAL BODIES AND COMMITTEES I. GENERAL MEETING a) Members of the General Meeting Board 11. Identification and position of the members of the board of the general meeting and its term In the General Meeting on February 13 2012, it was decided to elect, for the period of 2012/2015, José Manuel de Matos Fernandes as chairman of the General Meeting and Rui Miguel de Sousa Simões Fernandes Marrana as secretary of the General Meeting. b) Exercising right to vote 12. Possible restrictions in terms of right to vote FC Porto Futebol, SAD, before each General Meeting, and following the legal dates, discloses the warning that a meeting will be held, including in the institutional website of the Company (www.fcporto.pt). According to the Statutes of the Company, all shareholders with voting right may participate in a General Meeting, as long as the shares are under their name by zero hours (GMT) of the 5 th working day before the meeting, and if they prove their registration before the Company until the same of that 5 th day, stating their intention to be a part of the meeting in a written letter addressed to the Chairman Futebol Clube do Porto Futebol, SAD 105
of the General Meeting no later than the sixth day before the General Meeting, with the option of using electronic mail to do so. Still, the last Chairmen of the General Meeting have decided that, considering the issues with delivery of declarations of shares, any copies received by fax or e-mail should be accepted, as long as they follow the date disclosed in the Statutes and if the original is received before the General Meeting. Shareholders that have a statute of singular person may be represented in the General Meetings under the current Law. Collective should be represented by someone designated to do so through a letter that must be admitted by the Chairman of the General Meeting. The Company offers the Shareholders a representation form which can be requested at the Company, by phone (+351225070500) or e-mail (geral@fcporto.pt). The documents for voluntary representation must be handed at the social headquarters, addressed to the Chairman of the General Meeting, at least three days before the General Meeting, and specifying the relevant meeting, by stating the date, time and location it will be held and the Order of Work, leaving no doubts to the Chairman about the representative, which must be identified. The statutes of the Company, on n. 4 of art. 8, admit the issuing of preferential shares, without vote rights, that may be redeemable, for the nominal value, added of a prize or not, if the General Meeting decides to do so. Should this be the case, the prize for the remission must be defined. In case the remission is not complied, the company must compensate the holder, for an amount set during the remission. On October 31 2014, there was an increase to the issuing capital by issuing preferential shares, without the right to vote, worth 37.500.000. By the end of each General Meeting, the Company issues a statement, made available on their website, as well as in the official website of CMVM, with the decisions made, the capital represented and the results of the voting. The minutes of the meetings are sent to any shareholder that requests them. To follow the recommendations of CMVM, the Company, as of 2009, made these minutes available at their website, for fifteen days, as stipulated in Decree n. 49/2010. Futebol Clube do Porto Futebol, SAD 106
13. Maximum percentage of vote rights that may be used by a single shareholder or by shareholders connected through n. 1 of art. 20 Regarding the right to vote, each share means one vote, and attendance at the General Meeting is not restricted to a minimum number of shares. Under the terms of line 3 of article 7 of the statutes FC Porto - Futebol, SAD, the votes of shareholders of the Group who hold preferential shares without voting rights that may confer voting rights pursuant to Article 342, n. 3 of the Companies Act, will not be considered during the period in which to exercise his right to vote (i.e., the period after two fiscal years without receiving the priority dividend until the date of payment of a preferred dividend), if their share in total capital exceeds more than a third of the total votes corresponding to the share capital of FC Porto - Futebol, SAD. Therefore, if FC Porto has voting rights corresponding to 7,500,000 preferential shares without voting rights, such right will not be exercised in view of this vote limit. The Group intends to submit to the General Meeting the maintenance / termination of this vote limit in future Meetings. 14. Decisions that, by statutory requirement, can only be taken by a qualified majority According to article 20 of the Statutes, the General Meeting will rule over any number of shareholders present or represented, in both calls, without legal demands of a constitutive number for certain acts, and, namely, the need to, in the first call, there are at least two thirds of the total number of votes for the Meeting to approve some of the acts foreseen in art. 13, n. 2 of these Statutes ( Any act exceeding the previsions inscribed in the budget requires authorization of the general meeting, after a deliberation approved by simple majority, and the alienation and transaction, of any kind, of assets pertaining to the patrimony of the Company must be approved by two thirds of the votes issued ). Futebol Clube do Porto Futebol, SAD 107
II. ADMINISTRATION AND SUPERVISION a) Composition 15. Identification of the business model adopted The structure of the Governing Body of the Company is based on the reinforced Latin model and is composed of the Board of Directors, Audit Board and the Auditor, voted by the General Meeting of Shareholders. 16. Statutory rules on procedural requirements and applicable material to appoint and replace the members, if applicable, of the Board of Directors The replacement of a director will occur under the terms of the Portuguese Companies Code, as there are no statutory rules on that matter, occurring in one of the following: if there are no substitute directors, the Board must choose a director, which will be approved in the next General Meeting; if a choice isn t done in 60 days, the Audit Board will appoint a substitute director, which must also be approved on the next General Meeting; if that doesn t occur, the new director will be elected on the General Meeting. There are no statutory rules that set the selection process of the non-executive directors. The election of the Governing Bodies, namely the Board of Directors, including all the members, is done as one process, in a list presented by the shareholders that wish it and approved in General Meeting. 17. Composition of the Board of Directors According to the Statutes of the Company, the Company is ran by a Board of Directors, composed of three, five, seven or nine members, which must be professional managers, elected in General Meeting, and appoint a chairman, if one hasn t been set in the Meeting. The mandate of the governing bodies lasts four years, and re-election may occur one or more times. Futebol Clube do Porto Futebol, SAD 108
Currently, this body is composed of 5 members, 4 of which are executive, and all must manage the Company. In a Shareholder General Meeting, held on the 13 th of February 2012, the following elements were elected for the 2012/2015 mandate of the Board of Director, with the following positions: Date of first Date of term of Name election mandate Jorge Nuno de Lima Pinto da Costa (Chairman) 23-Sept-1997 31-Dec-2015 Adelino Sá e Melo Caldeira 23-Sept-1997 31-Dec-2015 Fernando Manuel Santos Gomes (*) 31-Mar-2014 31-Dec-2015 Reinaldo Costa Teles Pinheiro 23-Sept-1997 31-Dec-2015 Rui Ferreira Vieira de Sá (non-executive) 13-Feb-2012 31-Dec-2015 (*) Following the renunciation of Angelino Cândido de Sousa Ferreira from the position of Director, Fernando Manuel Santos Gomes was chosen for that position, starting on March 31 2014. 18. Difference between executive and non-executive members and identification of non-executive members that may be considered independent On June 30 2015, the Board of Directors included a non-executive member: Rui Ferreira Vieira de Sá. The members of the Board of Directors are not independent, with the exception of Rui Ferreira Vieira de Sá, as they are part of the Board of Directors of Futebol Clube do Porto, which holds about 75% of the capital and 62% of the voting rights, of Futebol Clube do Porto - Futebol, SAD, and that exercises a dominant influence over it. The non-executive director conducted his duties not only by participating in the meetings of the Board of Directors, but also by accompanying and supervising the work of the executive directors, by requesting further information on matters analysed by the Board of Directors, such as financial, governance and regulatory aspects. It should be said there were no restraints to the work done by the non-executive director. Futebol Clube do Porto Futebol, SAD 109
Any information requested to the other members of the Governing Bodies was given as quickly as possible and adequately. 19. Professional qualifications of the members of the Board of Directors Jorge Nuno de Lima Pinto da Costa Education: Secondary complete Other positions held at FC Porto Group, referred to in section 2.2.2. Adelino Sá e Melo Caldeira Degree in Law by the Universidade Federal do Estado do Rio de Janeiro, in 1980 Lawyer since 1980 until today Member of the Law Firm Graça Moura & Associates from 1996 to 2005 Member of the Law Firm Gil Moreira dos Santos, Caldeira, Cernadas & Associates since 2005 Other positions held at FC Porto Group, referred to in section 2.2.2. Fernando Manuel Santos Gomes Degree in Economics by the Instituto Superior de Ciências Económicas e Financeiras da Universidade Técnica de Lisboa, in 1971 Other positions held at the Grupo FC Porto, referred to in section 2.2.2. Reinaldo Costa Teles Pinheiro Education: 1st Cycle of Basic Education Other positions held at FC Porto Group, referred to in section 2.2.2. Rui Ferreira Vieira de Sá Degree in Civil Engineering by the Faculdade de Engenharia of Universidade do Porto, in 1977 From 1977 to 1996, Head of Services and Construction Director of Grupo Somague Other positions referred to in section 2.2.2. Futebol Clube do Porto Futebol, SAD 110
20. Family or financial relations, usual or significant, between members of the Board of Directors and shareholders with a qualified participation above 2% of the voting rights There are no family, professional or business relations, usual or significant, between members of the Board of Directors and shareholders with a qualified participation above 2% of the voting rights. 21. Organigram or functional maps regarding the distribution of competences between the several governing bodies, committees and/or departments of the Company, including information about delegation of competences, especially referring to the delegation of the daily management of the Company The Governing Bodies of FC Porto - Futebol, SAD are composed of the General Meeting, the Board of Directors, the Audit Committee, the Statutory Auditors, the Company Secretary, the Advisory Board and the Remuneration Committee. FC Porto - Futebol, SAD has no executive committee, given its small dimension, and holds the Management Board responsible for ensuring the daily management of the Company. Futebol Clube do Porto Futebol, SAD 111
b) Functioning 22. Existence and location where the regulations for the functioning of the Board of Directors may be consulted The Governing Bodies of FC Porto Futebol, SAD do not have formally approved functioning regulations. However, the members intend to set those regulations and disclose them afterwards in the website of Futebol Clube do Porto (www.fcporto.pt). 23. Number of meetings held and attendance of each member of the Board to the meetings In this period, the Board of Directors met 9 times, and a minute was made for each meeting. These are available to any Governing Body who wishes to consult them. All executive members of the Board attended all the meetings. 24. Indication of the bodies of the Company that may assess the performance of the executive directors Considering the model of the Governing Body implemented by FC Porto Futebol, SAD, that integrates a Remuneration Committee, and given the small size of the Company, it was decided that there was no need for the creation of specialized commissions with the single purpose of evaluating the performance of the executive directors or the activity of existing commissions. On the other hand, FC Porto Futebol, SAD, for its specificity as a Sporting Company, in the performance of its activity, has a number of obligations to keep in face of sporting bodies. In order to participate in national and European competitions, the Company has to meet a number of criteria, especially of financial order, which, in a way, will prove the competence of the Board, as, if they are not met, the team will be excluded from competing. Futebol Clube do Porto Futebol, SAD 112
25. Pre-established criteria to evaluate the performance of the executive directors Under the terms of their competences, the Remuneration Committee, re-elected on February 2012 for the period 2012/2015, decided to change the remuneration policy approved in General Meeting, which, despite being analysed annually, remained the same throughout the term. Just as in the previous period, there were no variable remunerations, considering the sporting performance of the main squad of FC Porto. The proposition for the new remuneration policy of the Board of Directors and supervision of the Company was presented and analysed by the shareholders in the General Meeting of 2014, having been approved. In this period, the remunerations of the members of the governing body did not depend on the evolution of the quotas of shares or any other variable. There was no plan to offer shares or options to acquire shares to the directors. There was also no policy or measure set in terms of offering compensations contractually negotiated, in case of termination of duties or early retirement, or mechanisms to limit the variable remuneration. There was no contractual obligation regarding the compensation for dismissal without cause. 26. Availability of each member of the Board of Directors, indicating the positions held simultaneously with other companies, in and out of the Group, and other relevant activities held by the members of those Bodies during this period Jorge Nuno de Lima Pinto da Costa Chairman of the Board of FC Porto Chairman of the Board of InvestiAntas, SGPS, SA Chairman of the Board of EuroAntas, Promoção e Gestão de Empreendimentos Imobiliários, SA Chairman of the Board of Directors of PortoEstádio, Gestão e Exploração de Equipamentos Desportivos, SA Chairman of the Board of Directors of Fundação PortoGaia para o Desenvolvimento Desportivo Chairman of the Board of FCPortoMultimédia, Edições Multimédia, SA Chairman of the Board of PortoComercial, Sociedade de Comercialização, Licenciamento e Sponsorização, SA Chairman of the Board of FC Porto Serviços Partilhados, SA Futebol Clube do Porto Futebol, SAD 113
Chairman of the Board of FCP Media, SA Chairman of the Board of Dragon Tour, Agência de Viagens, SA Adelino Sá e Melo Caldeira Vice-Chairman of the Board of FC Porto Member of the Board of Directors of Investiantas, SGPS, SA Member of the Board of Directors of EuroAntas, Promoção e Gestão de Empreendimentos Imobiliários, SA Member of the Board of Directors of PortoEstádio, Gestão e Exploração de Equipamentos Desportivos, SA Member of the Board of FCPortoMultimédia, Edições Multimédia, SA Member of the Board of PortoComercial, Sociedade de Comercialização, Licenciamento e Sponsorização, SA Manager of PortoSeguro Sociedade Mediadora de Seguros do Porto, Lda. Member of the Board of FC Porto Serviços Partilhados, SA Member of the Board of FCP Media, SA Member of the Board of Dragon Tour, Agência de Viagens, SA Fernando Manuel Santos Gomes Member of the Board of Directors of Galp Energia, SGPS Vice-Chairman of the Board of FC Porto Member of the Board of EuroAntas, Promoção e Gestão de Empreendimentos Imobiliários, SA Member of the Board of PortoComercial, Sociedade de Comercialização, Licenciamento e Sponsorização, SA Member of the Board of PortoEstádio, Gestão e Exploração de Equipamentos Desportivos, SA Manager of PortoSeguro Sociedade Mediadora de Seguros do Porto, Lda. Member of the Board of FC Porto Serviços Partilhados, SA Member of the Board of FCP Media, SA Member of the Board of Dragon Tour, Agência de Viagens, SA Reinaldo Teles da Costa Pinheiro Vice-Chairman of the Board of FC Porto Rui Ferreira Vieira de Sá Chairman of the Board of Somague SGPS, SA, startingjanuary 152013; Chairman of the Board of Somague Engenharia, SA; Chairman of the Board of Somague Concessões de Infraestruturas, SA; Chairman of the Board of Engenharia S.A. do Brasil; Chairman of the Board of Escala Braga - Sociedade Gestora do Edifício, S.A.; Chairman of the Board of Escala Vila Franca Sociedade Gestora do Edifício, S.A.; Chairman of the Board of Neopul Sociedade de Estudos e Construções, S.A.; Member of the Board of Somague Engenharia Sucursal Cabo Verde ; Futebol Clube do Porto Futebol, SAD 114
Member of the Board of da Viaexpresso da Madeira, S.A.; Member of the Board of Escala Parque Gestão de Estacionamento, S.A.; Member of the Board of PNH Parque do Novo Hospital, S.A.; Member of the Board of Soconstroi PMG, S.A.; Member of the Board of CVC Construções de Cabo Verde, SARL; Member of the Board of Administração da Somague MPH Construções, S.A.; e Member of the Board of Estudos e Construções, S.A. Sucursal Espanha. c) Commissions in the Governing Bodies and delegated directors 27. Identification of commissions created in the Board of Directors and where can the regulations be found The Board of Directors believes that the only specialized commission capable of facing the needs of the Company, considering the dimension and complexity, is the Remuneration Committee. The Remuneration Committee of FC Porto Futebol, SAD aims at setting the remunerations of the members of the Governing Bodies of the Company and set the remuneration policy to be applied to the member of the Board of FC Porto Futebol, SAD. The current Remuneration Committee of FC Porto Futebol, SAD (for the period 2012-2015) is composed of the following members: Alípio Dias (Chairman) Fernando Freire de Sousa Joaquim Manuel Machado Faria de Almeida Futebol Clube do Porto Futebol, SAD 115
28. Composition, if applicable, of the executive commission and/or identification of delegate director(s) FC Porto Futebol, SAD did not appoint an Executive Commission of the Board of Directors, and any decisions regarding strategies adopted by the Board of Directors as a body will be composed of all members, executive and non-executive, in the normal performance of their duties. 29. Competences of each commission created and summary of the activities developed when doing those competences The Board of Directors believes that the only specialized commission capable of facing the needs of the Company, considering the dimension and complexity, is the Remuneration Committee. The Remuneration Committee is composed of members independent to the administration. To that extent, the Remuneration Committee does not include any member of another governing body to which it sets the respective remuneration, and the three members have no family bonds with members of other bodies, including as their spouses, kin or straight line to the 3rd degree. The members of the Remuneration Committee have knowledge and experience concerning remuneration policy. During the financial year of the Remuneration Committee did not find necessary to hire additional support to their duties. After each meeting, the Remuneration Committee produces a minute. This committee is responsible for assessing the performance of the executive directors and consequent remuneration, and will follow the criteria they see as fit, in compliance with the law and the current statutory practices. Futebol Clube do Porto Futebol, SAD 116
III. SUPERVISION a) Composition 30. Identification of the supervision body on the adopted model The structure of the Governing Body of the Company is based on the reinforced Latin model and is composed of the Board of Directors, Audit Board and the Auditor, voted by the General Meeting of Shareholders. 31. Composition of the Audit Committee, indicating the minimum and maximum statutory number of members, statutory duration of terms, number of effective members, date of the first appointment and date of term of mandate of each member. According to the Statutes of the Company, the supervision of the Company will be made by an Audit Committee and an Auditor. The Audit Committee is composed of three effective members and one replacement. The mandate of the members of governing bodies lasts for four years, and the re-election is allowed for one or more times. In a Shareholder General Meeting held on the 13 th of February of 2012, the following members were elected to be part of the Audit Committee for the period 2012/2015: Name Date of first election Date of term of mandate José Paulo Sá Fernandes Nunes de Almeida 13-Nov-2008 31-Dec-2015 Armando Luís Vieira de Magalhães 29-Feb-2008 31-Dec-2015 Filipe Carlos Ferreira Avides Moreira 29-Feb-2008 31-Dec-2015 José Augusto dos Santos Saraiva (*) 13-Nov-2014 31-Dec-2015 (*) Following the resignation of José Manuel Taveira dos Santos from the position of substitute member of the Audit Committee of FC Porto - Futebol, SAD, was elected at the General Meeting of November 13, 2014, José Augusto dos Santos Saraiva to the respective position. Futebol Clube do Porto Futebol, SAD 117
32. Identification of the independent members of the Audit Committee, according to art. 414, n. 5 of the CSC As stated by the members, the regulations for incompatibility and independence criteria foreseen in n. 1 or article 414 A and n. 5 of article 414, respectively, both part of the Portuguese Companies Code, apply. 33. Professional qualifications of each member of the audit Committee and other relevant information José Paulo Sá Fernandes Nunes de Almeida Degree in Economics from the Faculdade de Economia do Porto Business Activity: 1982/1984 1984/2005 1984/2004 1990/2000 1991/1993 1994/2014 1994/2011 2002/2004 2010/2013 Technical Sales Department at the Banco Português do Atlântico. Director of the Company Sofite - Sociedade Industrial de Fibras Têxteis, SA. Managing Partner of the ATM - Gabinete de Gestão, Lda. Manager of the Gorem - Sociedade Técnica de Serviços, Lda. Director of Risfomento - Sociedade de Fomento Empresarial, SA. Managing Partner of TRL - Têxteis em Rede, Lda. Managing Partner of Expomoda Têxteis e Representações, Lda. Managing Partner of Ninfamar - Indústria de Confecções, Lda. Managing Partner of Hot Pink Comércio, Lda. Corporate Activity: 1986/1996 1991/1994 1994/2003 1996/2000 1996/2002 1996/2011 1997/2001 1997/2002 Vice-Chairman of ANJE - Associação Nacional de Jovens Empresários. Director of APET Associação Portuguesa dos Exportadores de Têxteis. Vice-Chairman of the General Council of the ATP Associação Portuguesa de Têxteis e Vestuário. Member of the Economic and Social Council. Chairman of the General Meeting of ANJE Associação Nacional de Jovens Empresários. Vice-chairman of the Board of Sport Club do Porto. Director of the Associação Comercial do Porto Câmara de Comércio e Indústria do Porto. Member of the National Commission for Monitoring the IMIT Iniciativa para a Modernização da Indústria Têxtil. 1999/2014 2001/2003 2002/2006 Member of the Executive Committee of the project Portugal Fashion. Member of the Audit Committee of MTV Movimento do Têxtil e do Vestuário. Chairman of the General Office of the Associação Gabinete de Desporto do Porto. Futebol Clube do Porto Futebol, SAD 118
2003/2008 2004/2008 2004/2010 Chairman of the Board of ATP Associação Têxtil e Vestuário de Portugal. Vice-Chairman of the Board of CIP Confederação da Indústria Portuguesa. Member of the Monitoring Committee of Prime Programa de Incentivos à Modernização da Economia. Since 2004 2005/2008 Chairman of the General Meeting of AAJUDE Associação de Apoio à Juventude Deficiente. Member of the General Council and the Board of Directors of AEP Associação Empresarial de Portugal Since 2005 2007/2013 Since 2007 Chairman of the Audit Committee ofassociação Fórum Manufuture Portugal Chairman of the General Council of PortoLazer Empresa Municipal Member of the Advisory Board of Fundação da Juventude. 2007/ 2008 Vice-Chairman of the Supervisory Board of Futebol Clube do Porto 2008/2014 Vice-Chairman of General Board and Board of Directors of AEP Associação Empresarial de Portugal. 2008/2013 Since 2008 2008/2015 Since 2008 Since 2008 Since 2008 Chairman of the Board of EURISKO Estudos, Projectos e Consultoria, S.A. Member of the Board of Associação para a Feira Internacional do Porto Exponor Vice-Chairman of the Board of Europarque Centro Económico e Social Chairman of General Board of Exponor Brasil Feiras e Eventos, Lda. Chairman of the Board of CESAE Centro de Serviços e Apoio às Empresas Chairman of the Audit Committee of Futebol Clube do Porto, da Futebol Clube do Porto Futebol, SAD, da Porto Estádio Gestão e Exploração de Equipamentos Desportivos, S.A. and Euroantas Promoção e Gestão de Empreendimentos Imobiliários, S.A. Since 2009 2010/2015 2011/2013 Since 2011 Since 2011 Chairman of the Board of Directors of Fundação AEP Chairman of the Audit Committee of ATP Associação Têxtil e Vestuário de Portugal Chairman of the Audit Committee of Futebol Clube do Porto Basquetebol, SAD. Vice-Chairman of the General Board of CIP Confederação Empresarial de Portugal Chairman of the General Meeting of AGAVI Associação para a Promoção das Gastronomia, Vinhos, Produtos Regionais e Biodiversidade Since 2012 Chairman of the General Meeting of Paredes Industrial- Parques Industriais, S.A. Chairman of the General Meeting of Tirso Parques Parques Empresariais de Santo Tirso, S.A. Chairman of the General Meeting of Parque-Invest Sociedade Promotora de Parques Industriais, SA., among others. Since 2013 Since 2014 Since 2014 Vice-Chairman of CCIAP Câmara de Comércio e Indústria Árabe-Portuguesa. Chairman of the General Meeting of Delegação Regional Norte da DECO Chairman of the General Board and the Board of Directors of AEP Associação Empresarial de Portugal. Since 2015 Chairman of the Board of Europarque Centro Económico e Social Other positions referred in point 36. Futebol Clube do Porto Futebol, SAD 119
Armando Luís Vieira de Magalhães Executive MBA - European Management (IESF/ IFG), completed in 1996 Degree in Economics from the Faculdade de Economia do Porto, completed in 1978 Degree in Accounting (former ICP and current ISCAP), completed in 1972 From 1964 to 1989 he pursued his work in Portuguese credit institution and has held the following functions: - Technical Analysis of the Department of Management; - Head of Office of Planning and Management Control in the Northern Region; - Head of Services Department of Accounting; - Deputy Director; - Deputy Director, appointed as head of the department North Executive Operation. Certified Public Accountant since 1972 Statutory Auditor, individually, since 1989 Statutory Auditor, integrated in Sociedade Santos Carvalho & Associados, SROC, SA from 1989 to 2010 Statutory Auditor, integrated in Sociedade Armando Magalhães, Carlos Silva & Associados, SROC, Lda., since 2010 Other positions held referred to in point 36. Filipe Carlos Ferreira Avides Moreira Degree in Law at the Faculdade de Direito de Coimbra, in 1996 Course of Commercial Law (Public Company) at Facoltà di Giurisprudenza dell Università di Roma La Sapienza (Italy) - in the 1st semester of 1995/96, under the ERASMUS project Postgraduate in European Studies at the Centro de Estudos Europeus da Faculdade de Direito de Coimbra, concluded in 1997 Accounting Course for Lawyers and Engineers at Universidade Católica Portuguesa, concluded in 1998 Attendance of Graduate Public Law - The New Legal Director, Universidade Católica Portuguesa, during 2002/2003 Attendance of Postgraduate in The New Code for Public Contracts at Escola de Direito of Universidade Católica Portuguesa (Porto), 2009/2010 Training in Specialization in Public Contracts, Assessment of Propositions in Tender Procedures, at Faculdade de Direito of Universidade de Coimbra (CEDIPRE), 2009/2010 Postgraduate in Direiro das Empresas, by the Faculdade de Direito da Universidade de Coimbra, 2015 (attendance); Practiced as a lawyer in a law firm in Porto (February to April 1999) Practiced as a lawyer in law firm in Macau (Drª Manuela António) from April 1999 to April 2001; Practiced as a lawyer in a law firm in Porto (in his own name and as a collaborator/associate of the Company of Advocates Cerqueira Gomes & Associados) from 2001 to 2009; Lawyer of Câmara Municipal do Porto from March 2003 to June 2004; Associate Attorney of Cuatrecasas, Gonçalves Pereira & Associates (from 2009 to 2013); Associate of Cuatrecasas, Gonçalves Pereira & Associados (2014); Instructor of the Law Bar, District Center of Porto, in the module Company Law (2006/2011); Instructor of Course for Expert Evaluators, organized by the Centro de Estudos Judiciários, 2009 Edition; Futebol Clube do Porto Futebol, SAD 120
Trainer at Cuatrecasas, Gonçalves Pereira in Escola de Direito of Universidade Católica Portuguesa (Porto), for the seminars on Public Law, since 2010; Member of Editorial Board for Legal Area of Editora Brasileira Juruá; Member of União Internacional dos Advogados (UIA); Member of the Board of Comité Português da UIA since 2012; Vice-Chairman of the Conselho de Justiça of the Federação Portuguesa de Ténis since 2012; Other positions held referred to in point 36. José Augusto dos Santos Saraiva Degree in Economia, by the Faculdade de Economia da Universidade do Porto (1982/3) Degree in Finanças in the Escola Prática de Administração Militar (1983) Auditor (Nº 25239) Trainer, Monitor and certified programmer (CAP EDF1202/98 DN; CCPFC/RFO-10585/00) HSaW Technician (Certificate n. 83/2015) From June 2012 to September 2015 Member of the Board of IDARN, representing AEP, Since March 2012 Member of the Board of APCER-Certificação SA, representing AEP From March2012 to May 2014 Assistant of the Board of Directors of AEP, Since November 1995 Admnistrative, Financial and Maintenance Coordenator CESAE, From October 1985 to October 1995 Senior Official Economist and trainer / Coordenator of the IT Management Department of CESAI. From January 1985 to September 1985 Senior Official Economist CICCOPN, From August 1983 to October 1984 Aspiriring Militiaman Official Economist EPAM and UGF of the Região Militar Centro QG-BAS Coimbra, Other positions held referred to in point 36. b) Functioning 34. Existence and location where the regulations for the functioning of the Audit Committee may be consulted The Governing Bodies of FC Porto Futebol, SAD do not have formally approved functioning regulations. However, the members intend to set those regulations and disclose them afterwards in the website of Futebol Clube do Porto (www.fcporto.pt). Futebol Clube do Porto Futebol, SAD 121
35. Number of meetings held and attendance of each member of the Audit Committee to the meetings In this period, the Audit Committee met 4 times, and a minute was made for each meeting. These are available to any Governing Body who wishes to consult them. All members of the Board attended all the meetings. 36. Availability of each member of the Audit Committee indicating the positions held simultaneously with other companies, in and out of the Group, and other relevant activities held by the members of those Bodies during this period José Paulo Sá Fernandes Nunes de Almeida Chairman of the General Assembly of AAJUDE - Associação de Apoio à Juventude Deficiente Chairman of the Audit Committee of the Associação Fórum Manufuture Portugal Member of the Advisory Board of Fundação da Juventude Vice-Chairman of the General Council and the Board of Directors of AEP - Associação Empresarial de Portugal Chairman of the General Council of Fundação AEP Chairman of the Board of Europarque - Económico e Social Chairman of the General Council of Exponor Brazil - Feiras e Eventos, Lda Chairman of the Board of CESAE - Centro de Serviços e Apoio às Empresas Vice-Chairman of the General Board of CIP Confederação Empresarial de Portugal Chairman of the General Meeting of AGAVI Associação para a Promoção das Gastronomia, Vinhos, Produtos Regionais e Biodiversidade Chairman of the General Meeting of Paredes Industrial - Parques Industriais, SA Chairman of the General Meeting of Tirso Parques Parques Empresariais de Santo Tirso, SA Chairman of the General Meeting of Parque-Invest Sociedade Promotora de Parques Industriais, SA Chairman of the Audit Committee of Futebol Clube do Porto Chairman of the Audit Committee of PortoEstádio, Gestão e Exploração de Equipamentos Desportivos, SA Chairman of the Audit Committee of EuroAntas, Promoção e Gestão de Empreendimentos Imobiliários, SA Chairman of the General Meeting of Delegação Regional Norte da DECO. Vice-Chairman of CCIAP Câmara de Comércio e Indústria Árabe-Portuguesa. Armando Luís Vieira de Magalhães Member of the Audit Committee of Sonaecom, SGPS, SA Member of the Audit Committee of the Fundação Eça de Queiroz Futebol Clube do Porto Futebol, SAD 122
Account Rapporteur of the Audit Committee of Futebol Clube do Porto Member of the Audit Committee of Real Vida Seguros, SA Member of the Audit Committee of Sonae Investimentos SGPS, SA Member of the Audit Committee of Companhia de Seguros Caravela Filipe Carlos Ferreira Avides Moreira Chairman of the Board of CPC ÁFRICA, SA Member of the Audit Committee of Futebol Clube do Porto Member of the Audit Committee of PortoComercial, Sociedade de Comercialização, Licenciamento e Sponsorização, SA Chairman of the General Meeting of Ach Brito & CA, SA Chairman of the General Meeting of Saboaria e Perfumaria Confiança, SA Chairman of the General Meeting of Companhia Portuguesa de Computadores e Sistemas de Informação, SA José Augusto dos Santos Saraiva Chairman of the Audit Committee of IDARN, representing AEP, Chairman of the Audit Committee of ADDICT, representing AEP, Former Chairman of the Audit Committee of Comissão de Melhoramentos de Figueiró da Serra, IPSS, Member of the Audit Committee of Associação dos Parques e Exposições do Norte-EXPONOR, representing AEP, Substitute Member of the Audit Committee of FCP Futebol SAD Member of the Audit Committee of CERTIF, representing AEP, Member of the Audit Committee of Escola de Gestão Empresarial, representing AEP, Member of the Audit Committee of Fundação AEP, representing AEP, Member of the Audit Committee of DragonTour SA, Member of the Audit Committee of Futebol Clube do Porto Serviços Partilhados SA, Member of the Audit Committee of EuroAntas SA e Porto Estádio SA, Rapporteur of the Audit Committee of FC Porto, Trainer/Consultant/ Freelance Economist. c) Competences and duties 37. Description of the procedures and applicable criteria for the intervention of the supervision body to contract the additional services of an external auditor The Audit Committee, whenever appropriate, meets with the External Auditor not only in its own name but also in that of the Company, pursuant to its powers. It is not under his role, however, to propose Futebol Clube do Porto Futebol, SAD 123
the provider of the External Audit, given his recruitment precedes the appointment of a separate Audit Committee of the Statutory Auditors. The external auditing services have been analysed independently and standing by the supervisory board, issuing an annual opinion on the activity of the Auditor during the year and making mention of any facts that could hinder the continuity of the office for just cause. The Audit Committee is, along with the Board of Directors, the first recipient of the reports issued by the external audit firm. As for other work carried out by the external auditor, different from audit, related to the validation of financial nature so that the Group may play in competitions organized by LPFP, since the engagement of Deloitte proved to be the most appropriate, considering the light of its solid experience and knowledge of the operation and accounts of the Group, the Audit Committee reviewed and approved the scope of those services and concluded that they did not affect the independence of the external auditor. 38. Other duties of the supervision body The Audit Committee must supervise the activity of the company, confirming the compliance of the law and statutes. As a result, the Audit Committee shall, on an annual basis, create a report on the activities developed, stating any incompliance verified, and issue an opinion on the documents of accountability and on the proposed appropriation of results, presented by the Board to the General Meeting. This report is available for consultancy on the website of the Company, and on the website of CMVM, together with the documents of accountability. The annual reports on the activity of the Audit Committee are disclosed on the website of the Company, together with the documents of accountability. It must also represent the Company, for all purposes, at its External Auditor, responsible for, among others, propose the person responsible for these services, their remuneration, ensure there are, within the company, proper conditions to the provision of services, as well as being the partner of the company, as the recipient of the reports at issue, together with the Board of Directors. Futebol Clube do Porto Futebol, SAD 124
IV. Statutory Auditor 39. Identification of the statutory auditor and its representative The position of Statutory Auditors of the Company is held by the Accounting Company Deloitte & Associados, Sociedade de Revisores Oficiais de Contas, based in Edifício Atrium Saldanha, Praça Duque de Saldanha, 1-6º 1050-094 Lisboa, registered in Ordem dos Revisores Oficiais de Contas with the number 43 and with the CMVM under number 231, represented by António Manuel Martins Amaral (ROC n. 1130). 40. Indication of how long the statutory auditor has been working with the company and/or group Deloitte & Associados, SROC, S.A. has been responsible for the statutory audits of the Company and the companies in the Group since 2004, through its representative António Manuel Martins Amaral since 2011. 41. Description of other services carried out by the Statutory Auditor to the company The statutory auditor is also the external auditor of the Company, as detailed below. V. EXTERNAL AUDITOR 42. Identification of the external auditor appointed under art. 8 and the statutory auditor representative in those duties, and number of registration in the CMVM The external auditor of the Company, appointed under art. 8 of the CVM, is Deloitte & Associados, SROC, S.A., registered under the number 231 in the CMVM, represented by António Manuel Martins Amaral. Futebol Clube do Porto Futebol, SAD 125
43. Indication of how long the statutory auditor has been working with the company and/or group The statutory auditor was elected for the first time in 2004 and is now on its third mandate, through its representative António Manuel Martins Amaral since 2011. 44. Policy and frequency of rotation of the external auditor and its representative in its duties The company has not set a period of rotation for the external auditor. However, the accounting company has their own internal regulations, which demand the rotation of the external auditor every seven years. This method has the full support of the Board of FC Porto Futebol, SAD and its Audit Committee. 45. Indication of the body responsible for the evaluation of the external auditor and frequency of evaluation The Audit Committee, in the function of its duties, ensures an annual evaluation of the independence of the External Auditor. Additionally, the Audit Committee promotes, whenever possible or fitting for the activity of the Company of the general market, an analysis on the adequacy of the External Auditor to the exercise of its duties. 46. Identification of works, apart from audits, done by the external auditor, as well as indication of internal procedures for the effects of approval in contracting such services and indication of reason to the contracting Other services done by the external auditor in included those regarding the validation of financial assumptions, so that the Company may play in the competitions organized by LPFP. Other services are provided by different technicians involved in the audit procedure, which implies the independence of the auditor. Futebol Clube do Porto Futebol, SAD 126
The Audit Committee analysed and approved the services mentioned, concluding that they did not question the independence of the External Auditor. On that consideration, the decision to contract Deloitte proved to be optimal, due to their consolidated experience and knowledge in the operation and accounting of the Company. 47. Indication of the amount in annual remuneration paid to the auditor and to other employees belonging to the same network and indication of the percentages belonging to each service: By the Company* % Services for account audit ( )[ /%] 47,000 47% Services for compliance assessment ( )[ /%] 10,000 10% Services for tax consulting ( )[ /%] 0% Other services unrelated to accounting ( )[ /%] 0% By entities part of the group* Services for account audit ( )[ /%] 42,000 42% Services for compliance assessment ( )[ /%] 0% Services for tax consulting ( )[ /%] 0% Other services unrelated to accounting ( )[ /%] 0% TOTAL 99,000 100% C. INTERNAL ORGANIZATION I. Statutes 48. Applicable regulation to the change in statutes of the Company As line b) of article 23, n. 2 of Decree n. 10/2013, of January 25 goes into effect, FC Porto no longer has, by Law, the right to veto over the change in statutes of FC Porto SAD, and so the regulation set by the Portuguese Companies Code will apply on this matter. Futebol Clube do Porto Futebol, SAD 127
II. Communication of irregularities 49. Means and policy to communicate irregularities occurring in the company Although the policy statement of internal irregularities is not formally defined, considering the proximity of the members of the Board to the activities of the Company and its employees, FC Porto - Futebol, SAD considers that such proximity allows the communication of whichever irregularities may appear to the Board, ensuring the implementation of procedures aimed at dealing effectively and fairly with any irregularities detected. At the level of expertise in evaluating ethical issues and the structure and governance of the company, these functions are performed directly by the Board, specifically by the administrator responsible for the legal department, which maintains a constant debate on the issue. The staff of FC Porto Futebol, SAD must report to the legal department, or to the director in charge, any irregular practices detected or suspected, in order to prevent or stop irregularities that may be cause damages to the financial health of the company or to its honour. This report must be done in writing and describe all the existing elements and information necessary to the assessment of the irregularity; a first approach to the report may be done directly or by phone. The communication of irregularities in the Company have ensured confidentiality and its sequel by any preliminary investigation of the responsibility of those who, to this end, will be designated by the concerning director. III. 2.1. Internal control and risk management system 50. Persons, bodies or committees responsible for the internal audit and/or implementation of internal control The Internal Audit department is the department responsible for the internal control of the Company. Futebol Clube do Porto Futebol, SAD 128
51. Description of the hierarchical and/or functional dependence relations with other bodies or committees of the company Both the Internal Audit and Compliance and the Management Planning and Control depend of the Board of Directors. The Audit Committee has no responsibility in the creation and functioning of the internal control systems, but takes into consideration its existence and efficacy when assessing the risks to the company. 52. Other functional areas with competences in risk control There is also a Management Planning and Control department with the main intent of supporting the administration in the detection of relevant financial risks, which means analysing periodically the information related to financial planning and control, such as the business plan, the operation budgets and treasury and its control, management indicators, among others. These procedures are designed to help in the quality of the information disclosed to the market. 53. Identification and description of the main types of risk (economic, financial and legal) to which the company is expose in its activity The Board of Administration considers that FC Porto Futebol, SAD is exposed to risks inherent to its activity. Thus, the main financial risks the company believes to be subjected to are: market risk (interest rate risk and currency risk), credit risk, liquidity risk, regulation risk (Financial Fair Play) and sporting risk. The control mechanisms of these risks are described in the attachment regarding financial demonstrations. Apart from the financial risk, the activity of the company is also very reliant of the sporting performance of the main football team. The sporting success is a key factor to obtain the traditional revenues and to the value of its assets, as they represent invaluable gains to the company due to transfers. Futebol Clube do Porto Futebol, SAD 129
54. Description of the process of risk identification, evaluation, accompaniment, control and management The administration and supervising bodies of the company have been giving growing importance to the development and improvement of the internal control and risk management systems, concerning the operational, economic and financial aspects with a relevant impact to the activities of the group, as recommended by national and international experts, including the CMVM. Thus, for the financial year of 2010/2011, a department of Internal Audit has been created, developing its activity in assessing the efficiency and efficacy of the internal control system and the business procedures concerning the entire group, independently and systematically, in examining and evaluating the rigour, quality and application of the operational, accounting and financial controls, promoting an effective control at a reasonable cost and proposing measures that present themselves as necessary to prevent possible deficiencies in the internal control system. Its function also includes assuring the full compliance with legislation and regulations affecting the organization. The department for Internal Audit has set an annual plan where it was determined the audits that should be carried out in order to assess the quality of the control processes that certify the compliance of the objectives of the Internal Control System, namely those that certify the operation efficiency, the reliability of the financial and operational reports and the compliance with laws and regulations. The failures in the internal control will be reported to the upper rank and the most severe to the Board of Directors. 55. Main elements in the internal control and risk management systems implemented in the company regarding the process of disclosing financial information Regarding the risk control in financial reporting process, only a very limited number of collaborators of FC Porto - Futebol, SAD is involved in the financial reporting process. Futebol Clube do Porto Futebol, SAD 130
All those involved in the financial analysis of the Company are deemed to have access to privileged information and to be particularly aware of their obligations and the sanctions resulting from the misuse of such information. The system of internal control in the areas of accounting and preparation and report of financial information is based on the following key elements: The use of accounting principles, detailed throughout the notes to the financial statements, constitutes one of the bases of the control system; The plans, procedures and records of the Company and its subsidiaries enable reasonable assurance that only properly authorized transactions are recorded and that these transactions are recorded in accordance with generally accepted accounting principles; Financial information is analysed, in a systematic and orderly manner, by the management of operating units, ensuring ongoing monitoring and the respective budgetary control; During the process of preparing and reviewing financial information, a schedule of closing accounts is provided in advance and shared with the different areas involved, and all documents are reviewed in depth; As for individual financial statements of the various companies in the group, the accounting records and the preparation of financial statements are provided by administrative and accounting services. The financial statements are prepared by statutory auditors and reviewed by the financial management; The consolidated financial statements are prepared quarterly by the consolidation team. This process represents an additional control element of the reliability of financial reporting, namely ensuring the uniform application of accounting principles and procedures of cutting operations as well as the verification of balances and transactions between companies in the group; The consolidated financial statements are prepared under the supervision of the CFO. The documents forming the annual report are sent for review and approval by the Board of Directors. After approval, the documents are sent to the External Auditor, which emits its Legal Certification of Accounts and the Audit Report; and The process of preparing the individual and consolidated financial information and the Management Report is supervised by the Audit Committee and the Board of Directors. On a Futebol Clube do Porto Futebol, SAD 131
quarterly basis, these bodies gather and analyse the individual and consolidated financial statements of the Company. Concerning risk factors that may materially affect the accounting and financial reporting, we emphasize the use of accounting estimates that are based on the best information available at the date of preparation of the financial statements as well as the knowledge and experience of past and / or present events. We emphasize also the balances and transactions with related parties: in the group FC Porto, balances and transactions with related parties mainly refer to current operating activities of the companies in the group, as well as the granting and obtaining of loans bearing interest at market rates. The Board, in conjunction with the Audit Committee, regularly examines and supervises the preparation and disclosure of financial information, in order to circumvent the access, improper and untimely, of third parties, to relevant information. IV. Support to the Investor 56. Service responsible for investor relations, composition, functions, information provided by these services and elements for contact The representative of FC Porto - Futebol, SAD for relations with the capital market is the main contact for all investors, institutional and private, national and international. This representative ensures the provision of all relevant information regarding relevant events, applicable facts and relevant facts, disclosure of quarterly results and answer to any clarification requests by investors or the general public about financial information of a public nature. He is also responsible for all matters pertaining to the relationship with the Committee on Securities Market, to ensure the timely fulfilment of obligations to the supervisory authority of capital and other financial authorities. He is also responsible for developing and maintaining the webpage for Investor Relations in the website of the Company. Futebol Clube do Porto Futebol, SAD 132
For the exercise of his duties, the address, phone and fax number and e-mail of the representative for market relations are the following: Address: Estádio do Dragão, Via FC Porto, Entrada Poente, piso 3, 4350-451 Porto Phone: 225070500 Telefax: 22.5506931 E-Mail: fernando.santos.gomes@fcporto.pt 57. Representative for market relations The current representative of FC Porto - Futebol, SAD for market relations Fernando Manuel Santos Gomes, member of the Board of Directors. 58. Information on proportion and response time to information requests received during the year or outstanding from previous years When necessary, the representative of market relations ensures the provision of all relevant information regarding relevant events, applicable facts and relevant facts, disclosure of quarterly results and answer to any clarification requests by investors or the general public about financial information of a public nature. All information requested by investors is analysed and answered in a maximum of five working days. V. Website 59. Addresses(s) FC Porto - Futebol, SAD has an internet website (www.fcporto.pt) with a wide range of information about the Group. The aim is to provide to interested parties a general knowledge of the Group, its business areas, information of institutional and financial nature. In the webpage dedicated to Investor Futebol Clube do Porto Futebol, SAD 133
Relations, there is frequent presentation of results, documents of accountability, information on General Meetings of shareholders, including summons and supporting documentation, and information of institutional nature, namely the Statutes and the identification of Governing Bodies. It is also possible to consult qualified holdings, all the privileged information and other communications issued by the Company as well as the minutes of the General Meetings since 2009. 60. Address where information about the firm, its listed company, registered office and other elements mentioned in Article 171 of the Companies Act can be found http://www.fcporto.pt/pt/clube/grupo-fc-porto/pages/futebol-clube-do-porto-futebol-sad.aspx#ancora_topo 61. Address with the statutes and regulations of the functioning of the bodies and/or commissions http://www.fcporto.pt/pt/clube/grupo-fc-porto/pages/futebol-clube-do-porto-futebol-sad.aspx#ancora_topo 62. Address with information about the identity of the corporate officers, the representative for market relations, the Office for Support to the Investor or equivalent, respective roles structure and means of access http://www.fcporto.pt/pt/clube/grupo-fc-porto/pages/futebol-clube-do-porto-futebol-sad.aspx#ancora_topo http://www.fcporto.pt/pt/clube/grupo-fc-porto/pages/contactos.aspx#ancora_topo 63. Address with accountability documents, which must be accessible for at least five years, as well as the biannual calendar of corporate events, at the beginning of each semester, including, among others, general meetings, disclosure of annual, semi-annual and, if applicable, quarterly accounts http://www.fcporto.pt/pt/clube/grupo-fc-porto/pages/r-c-2013-2014.aspx#ancora_topo http://www.fcporto.pt/pt/clube/grupo-fc-porto/pages/calendario.aspx#ancora_topo Futebol Clube do Porto Futebol, SAD 134
64. Address with the summon for a General Meeting and all the preparatory and subsequent information related to it http://www.fcporto.pt/pt/clube/grupo-fc-porto/pages/ag-2014.aspx#ancora_topo 65. Address with the historical record of resolutions approved at general meetings of the company, the represented share capital and the voting results, with reference to the previous 3 years http://www.fcporto.pt/pt/clube/grupo-fc-porto/pages/ag-2014.aspx#ancora_topo D. REMUNERATIONS I. Competence for determination 66. Indication as to the competence to determine the remuneration of corporate bodies The body responsible for conducting the performance evaluation of Executive Directors for the purpose of remuneration is the Remuneration Committee, which follows the criteria it sees fit in every moment, complying with legal and statutory standards. II. Remuneration Committee 67. Composition of the Remuneration Committee, including identification of contracted individual or collective persons to provide them support and statement on the independence of each of the members and advisors The current Remuneration Committee of FC Porto - Futebol, SAD (from 2012 to 2015) is composed of the following members: Futebol Clube do Porto Futebol, SAD 135
Alípio Dias (Chairman) Fernando Freire de Sousa Joaquim Manuel Machado Faria de Almeida The Remuneration Committee is composed of independent members from the Board. To this extent, the Remuneration Committee does not include any member of another corporate body to which it sets its remuneration, and none of the three members in office has any family relationship with other members of these governing bodies, as their spouses or relatives in a straight line to the 3 rd degree. During the financial year of, the Remuneration Committee did not deem as necessary contracting services to assist in carrying out its functions. 68. Knowledge and experience of the members of the remuneration committee on remuneration policy The members of the Remuneration Committee have knowledge and experience in matters of remuneration policy. FC Porto - Futebol, SAD believes that the experience and professional careers of the members of the Remuneration Committee allow them to perform their duties accurately and efficiently. Additionally, whenever necessary, that committee will recur to specialized resources, internal or external, to support their decisions. III. Remuneration structure 69. Description of the remuneration policy of the management and supervisory bodies referred to in Article 2 of Decree n. 28/2009, of June 19 As stipulated in Decree n. 28/2009, of June 19, there is an annual submission to the General Assembly of a statement on the remuneration policy of the management and supervision bodies. Futebol Clube do Porto Futebol, SAD 136
The policy on remuneration and compensation of corporate bodies of FC Porto - Futebol, SAD, approved by the General Assembly on November 13 2014, is as follows: The Remuneration Committee, which is responsible for setting the remuneration policy of the Board of Directors, submits to the General Assembly the following statement of principles: Members of the Board of Directors should perform their duties diligently and prudently in the interests of the company, taking into account the interests of its shareholders, employees and other stakeholders; It is the interest of the company and its shareholders to set a remuneration policy that creates adequate conditions and procedures to allow the performance of the members of the Board of Directors to align with the criteria previously defined; The performance and setting should consider, first, the level of compensation currently practiced, and, secondly, must be conditioned by the degree of achievement of the strategic objectives for the company. Taking into account the principles listed above, the Remuneration Committee proposes to the General Meeting a remuneration model based on a fixed monthly component and possible also fixed annual bonuses, which will ensure a remuneration that rewards Executive Directors for the performance of the Company. At the beginning of each term (every 4 years), the Compensation Committee establishes the general parameters of remuneration of the Board of Directors, with the aim of making it more competitive in the market and serve as a motivating element for high individual and collective performance. The Remuneration Committee considers that the remuneration of the executive members of the Board of Directors of the Company shall be fixed in the month of June each year with effect staring on the following month of July, taking into account the sporting results achieved. The executive members of the Board of Directors of the Company may also be assigned fixed annual bonuses. The remunerations of members of the board are not dependent on the evolution of the price of the issued shares or of any other variable, including the profits made each year. The Remuneration Committee also intends to point out to shareholders that there is no type of plan of attribution of shares or acquirement of shares to the Directors. Likewise, there is no policy or measure defined in the sense of granting compensation negotiated by contract, in the event of termination of service or early retirement. Beyond any fixed annual bonus, there are no explicit premiums or non-cash benefits. Futebol Clube do Porto Futebol, SAD 137
Regarding the Company of Statutory Auditors of the Company, their remuneration is made through the contract for provision of audit services to the Group Futebol Clube do Porto, which covers nearly all of its subsidiaries. The planned remuneration is in line with market practices. Members of other corporate bodies: the General Meeting, Audit Board, Company Secretary; Advisory Board and Remuneration Committee are not remunerated for these duties at FC Porto - Futebol, SAD. 70. Information on how remuneration is structured so as to align the interests of members of the board with the long-term interests of company, as well as on how it is based on performance assessment and how it discourages taking extreme risks The remuneration policy for executive directors intends to ensure proper and rigorous consideration of the performance and contribution of each director to the organization's success, by aligning the interests of executive directors with those of shareholders and the Company. Proposals for remuneration of executive directors are made, taking into account the functions performed at FC Porto - Futebol, SAD and in its different subsidiaries; responsibility and added value by individual performance; knowledge and experience gained on the job; the financial position of the Company; the remuneration in companies of the same sector and other companies listed on NYSE Euronext Lisbon. Regarding the latter point, the Remuneration Committee takes into account the limits of available information, all national companies of equivalent size, namely listed on the NYSE Euronext Lisbon, and also companies in international markets with characteristics equivalent to FC Porto - Futebol, SAD. The setting of remunerations also takes into account the long-term performance of the group, compliance with the rules applicable to its business, the restraint in taking risks and market knowledge. 71. Reference to the existence of a variable remuneration component and information about possible impact of performance evaluation on this component The remuneration of the members of the Board of Directors of the company has not foreseen for the existence of variable components. Futebol Clube do Porto Futebol, SAD 138
72. Deferment of payment of the variable remuneration component, specifying the period of deferment The remuneration of the members of the Board of Directors of the company does not foresee the existence of variable components. 73. Criteria followed when setting the variable remuneration in shares The remuneration of the members of the Board of Directors of the company does not foresee the existence of variable components. There was no sort of plan to attribute shares or allow for the acquisition of shares to the Directors. 74. Criteria followed when setting the variable remuneration in options The remuneration of the members of the Board of Directors of the company does not foresee the existence of variable components. There was no sort of plan to attribute shares or allow for the acquisition of shares to the Directors. 75. Main parameters and grounds for any system of annual bonuses and other non-cash benefits FC Porto - Futebol, SAD does not have any system of annual bonuses or other non-cash benefits. 76. Main features of supplementary pension or early retirement plans for directors and date they were approved in general meeting, in individual terms The Company has not established any plans to attribute shares or allow for the acquisition of shares or retirement benefit systems options, to members of the board of directors, and, as such, they were never brought to the attention of the General Assembly. Futebol Clube do Porto Futebol, SAD 139
IV. Disclosure of remunerations 77. Indication of the annual amount of the remuneration, in aggregate and individually, of the members of the management bodies of the company, coming from the company, including fixed and variable remuneration and, for the latter, mentioning the different components that led to it The remunerations attributed to the Board of FC Porto Futebol, SAD during this financial year reached 1.381.000 euros and are fully paid. The gross earnings in the year in question, by all the members of the board, relates exclusively to the executive directors. Director Fix Prizes Jorge Nuno de Lima Pinto da Costa 520,000 0 Reinaldo Costa Teles Pinheiro 287,000 0 Adelino Sá e Melo Caldeira 287,000 0 Fernando Manuel Santos Gomes 287,000 0 Rui Ferreira Vieira de Sá 0 0 78. Amounts paid by other companies in dominion or group, or which are subject to a common domain The members of the Board of Directors are not remunerated by other companies in the group or by companies controlled by shareholders with qualified holdings. 79. Remuneration paid in the form of profit sharing and/or payment of premiums and the reasons why these bonuses or profit sharing were granted During the exercise, no remunerations were paid by way of profit sharing or in the form of prizes. Futebol Clube do Porto Futebol, SAD 140
80. Compensation paid or owed to former executive directors leaving their duties during the year During the exercise, no amounts were paid or owed relating to compensation to directors whose functions have ceased. 81. Indication of the annual amount of remuneration, in aggregate and individually, of members of the supervision bodies of the company Members of the Audit Board are not remunerated for these duties at FC Porto - Futebol, SAD. 82. Details on the remuneration in the reference year of the chairman of the general meeting The Chairman of the General Assembly is not paid for these duties at FC Porto - Futebol, SAD. V. Agreements with implications on remunerations 83. Contractual limitations provided for compensation payable for unfair dismissal of directors and its relation with the variable remuneration component The remuneration policy maintains the principle of not contemplating compensations to directors, or members of other governing bodies, associated with the early termination of duties or the expiry of their terms, subject to compliance by the Company with legal provisions in force in this field. Futebol Clube do Porto Futebol, SAD 141
84. Reference to the existence and description, indicating the sums involved, of agreements between the company and members of the board of directors and managers, under the terms of paragraph 3 of article 248-B of the Portuguese Securities Code, which provide for compensation in case of dismissal without cause or termination of contract following a change of control of the company There are no agreements between the Company and members of the board of directors or other managers of FC Porto - Futebol, SAD, within the meaning of paragraph 3 of article 248-B of the Portuguese Securities Code, which provide for compensation in case of resignation, unfair dismissal or termination of contract following a change of control of the Company. No agreements are foreseen with the directors to ensure any compensation in the event of non-renewal of the mandate. VI. Plans to attribute shares or allow for the acquisition of shares ( stock options ) 85. Identification of the plan and its recipients The Company does not have in place any kind of Plans to attribute shares or allow for the acquisition of shares to members of governing bodies or employees. 86. Characterization of the plan The Company does not have in place any kind of Plans to attribute shares or allow for the acquisition of shares. 87. Option rights attributable to the acquisition of shares ('stock options') to workers and employees of the company There are no option rights granted for the acquisition of shares to workers and employees of the company. Futebol Clube do Porto Futebol, SAD 142
88. Control mechanisms in any possible system of employee participation in capital to the extent that the voting rights are not exercised directly by them Not applicable as explained above. E. TRANSACTIONS BETWEEN RELATED PARTIES I. Control mechanisms and procedures 89. Mechanisms implemented by the Company for purposes of monitoring of transactions with related parties Currently, there are no established procedures or criteria to define the relevant level of significance in business between the Company and the holders of qualifying holdings or entities who are with them in any relationship or group, from which the intervention is required of the supervisory board. 90. Indication of the transactions that were subject to control in the reference year No businesses or significant transactions between the Company and members of its governing bodies (administration and supervision), holders of qualified shareholdings or companies in a control or dominion or group were performed, except those part of the current activity, and that were carried out under normal market conditions for similar transactions. There were no business transactions with members of the Audit Committee. The services rendered by the Statutory Auditors of the various audit services were approved by the Audit Committee and are detailed in paragraph 47 above. Futebol Clube do Porto Futebol, SAD 143
91. Description of the procedures and criteria for intervention by the supervision body for the purpose of preliminary assessment of the business carried out between the company and holders of qualifying holdings or entities that are related to them In addition to the legal requirements applicable to the activities of the Audit Committee, there were no additional mechanisms established by the company for the purpose of preliminary assessment of conducting business between the Company and holders of qualifying holdings or entities that are related to them, in accordance with Article 20 of the Securities Code. II. Business related elements 92. Indication of the location of accounting documents where information about the business with related parties is made available Information on the business with related parties, for the period of, can be found in Note 30 of the attachment to consolidated financial statements and Note 26 of the Attachment to the individual accounts of the Company. Futebol Clube do Porto Futebol, SAD 144
PART II EVALUATION OF THE CORPORATE GOVERNANCE 1. Identification of the code of corporate governance adopted This report was prepared in accordance with CMVM Regulation n. 4/2013, of August 1 and the Code of Corporate Governance, available at www.cmvm.pt, and to summarize the key aspects of Company management, regarding the Board of Directors, taking into account the need for transparency on this matter and the need for communication with investors and other stakeholders. The reporting model adopted by the Company is stipulated by paragraph 4 of Article 1 of that Regulation and Annex I thereto. The report meets the standards of Article 245-A of the Portuguese Securities Code and discloses, to the principle comply or explain, the degree of compliance with the CMVM Recommendations included in the 2013 CMVM Code of Corporate Governance. The duties of disclosure required by Decree 28/2009 of 19 th of June, by Articles 447 and 448 of the Commercial Companies Code and CMVM Regulation n. 5/2008, dated October 2 2008 are also met. 2. Analysis of compliance with the Code of Corporate Governance adopted FC Porto - Futebol, SAD complies with most of the CMVM recommendations relating to Corporate Governance as follows: CMVM CORPORATE GOVERNANCE RECOMMENDATIONS I. VOTING AND CORPORATE CONTROL I.1. Companies shall encourage shareholders to attend and vote at general meetings and shall not set an excessively large number of shares required for the entitlement of one vote, and implement the means necessary to exercise the right to vote by mail and electronically. I.2. Companies shall not adopt mechanisms that hinder the passing of resolutions by shareholders, including fixing a quorum for resolutions greater than that provided for by law. I.3. Companies shall not establish mechanisms intended to cause mismatching between the right to receive dividends or the subscription of new securities and DEGREE OF COMPLIANCE REPORT Adopted Part I / B / I. / b) / 12, 13 and 14 Adopted Part I / B / I. / b) / 13 and 14 Adopted Part I / B / I. / b) / 12 and 13 Futebol Clube do Porto Futebol, SAD 145
the voting right of each common share, unless duly justified in terms of long-term interests of shareholders. I.4. The company s articles of association that provide for the restriction of the number of votes that may be held or exercised by a sole shareholder, either individually or in concert with other shareholders, shall also foresee for a resolution by the General Assembly (5 year intervals), on whether that statutory provision is to be amended or prevails without super quorum requirements as to the one legally in force and that in said resolution, all votes issued be counted, without applying said restriction. I.5. Measures that require payment or assumption of fees by the company in the event of change of control or change in the composition of the Board and that which appear likely to impair the free transfer of shares and free assessment by shareholders of the performance of Board members, shall not be adopted. II. SUPERVISION, MANAGEMENT AND OVERSIGHT II.1. SUPERVISION AND MANAGEMENT II.1.1. Within the limits established by law, and except for the small size of the company, the board of directors shall delegate the daily management of the company and said delegated powers shall be identified in the Annual Report on Corporate Governance. II.1.2. The Board of Directors shall ensure that the company acts in accordance with its objectives and shall not delegate its responsibilities as regards the following: i) define the strategy and general policies of the company, ii) define business structure of the group iii) decisions considered strategic due to the amount, risk and particular characteristics involved. II.1.3. The General and Supervisory Board, in addition to its supervisory duties supervision, shall take full responsibility at corporate governance level, whereby through the statutory provision or by equivalent means, shall enshrine the requirement for this body to decide on the strategy and major policies of the company, the definition of the corporate structure of the group and the decisions that shall be considered strategic due to the amount or risk involved. This body shall also assess compliance with the strategic plan and the implementation of key policies of the company. II.1.4. Except for small-sized companies, the Board of Directors and the General and Supervisory Board, depending on the model adopted, shall create the necessary committees in order to: a) Ensure a competent and independent assessment of the performance of the executive directors and its own overall performance, as well as of other committees; b) Reflect on the system structure and governance practices adopted, verify its efficiency and propose to the competent bodies, measures to be implemented with a view to their improvement. II.1.5. The Board of Directors or the General and Supervisory Board, depending on the applicable model, should set goals in terms of risk-taking and create systems for their control to ensure that the risks effectively incurred are consistent with those goals. II.1.6. The Board of Directors shall include a number of non-executive members ensuring effective monitoring, supervision and assessment of the activity of the remaining members of the board. II.1.7. Non-executive members shall include an appropriate number of independent members, taking into account the adopted governance model, the size of the company, its shareholder structure and the relevant free float. The independence of the members of the General and Supervisory Board and members of the Audit Committee shall be assessed as per the law in force. The other members of the Board of Directors are considered independent if the member is not associated with any specific group of interests in the company nor is under any circumstance likely to affect an exempt analysis or decision, particularly due to: Not adopted Part I / B / I. / b) / 13 and 14 Adopted Part I / A / I. / 2, 4, 5 and 6 Not adopted Part II / 2 and Part I / B / II. / a) / 21 Adopted Part I / B / II. / a) / 21 Not applicable Not adopted Part II / 2 and Part I / B / II. / c) / 29 Not adopted Part II / 2 and Part I / C / III. / 52, 54 and 55 Not adopted Part I / B / II. / a) / 18 Not adopted Part II / 2 and Part I / B / II. / a) / 18 Futebol Clube do Porto Futebol, SAD 146
a. Having been an employee at the company or at a company holding a controlling or group relationship within the last three years; b. Having, in the past three years, provided services or established commercial relationship with the company or company with which it is in a control or group relationship, either directly or as a partner, board member, manager or director of a legal person; c. Being paid by the company or by a company with which it is in a control or group relationship besides the remuneration arising from the exercise of the functions of a board member; d. Living with a partner or a spouse, relative or any first degree next of kin and up to and including the third degree of collateral affinity of board members or natural persons that are direct and indirectly holders of qualifying holdings; e. Being a qualifying shareholder or representative of a qualifying shareholder. II.1.8. When board members that carry out executive duties are requested by other board members, said shall provide the information requested, in a timely and appropriate manner to the request. II.1.9. The Chairman of the Executive Board or of the Executive Committee shall submit, as applicable, to the Chair of the Board of Directors, the Chair of the Supervisory Board, the Chair of the Audit Committee, the Chair of the General and Supervisory Board and the Chairman of the Financial Matters Board, the convening notices and minutes of the relevant meetings. II.1.10. If the chairman of the board of directors carries out executive duties, said body shall appoint, from among its members, an independent member to ensure the coordination of the work of other non-executive members and the conditions so that said can make independent and informed decisions or to ensure the existence of an equivalent mechanism for such coordination. II.2. SUPERVISION II.2.1. Depending on the applicable model, the Chair of the Supervisory Board, the Audit Committee or the Financial Matters Committee shall be independent in accordance with the applicable legal standard, and have the necessary skills to carry out their relevant duties. II.2.2. The supervisory body shall be the main representative of the external auditor and the first recipient of the relevant reports, and is responsible, inter alia, for proposing the relevant remuneration and ensuring that the proper conditions for the provision of services are provided within the company. II.2.3. The supervisory board shall assess the external auditor on an annual basis and propose to the competent body its dismissal or termination of the contract as to the provision of their services when there is a valid basis for said dismissal. II.2.4. The supervisory board shall assess the functioning of the internal control systems and risk management and propose adjustments as may be deemed necessary. II.2.5. The Audit Committee, the General and Supervisory Board and the Supervisory Board decide on the work plans and resources concerning the internal audit services and services that ensure compliance with the rules applicable to the company (compliance services), and should be recipients of reports made by these services at least when it concerns matters related to accountability, identification or resolution of conflicts of interest and detection of potential improprieties. II.3. REMUNERATION SETTING II.3.1. All members of the Remuneration Committee or equivalent should be independent from the executive board members and include at least one member with knowledge and experience in matters of remuneration policy. II.3.2. Any natural or legal person that provides or has provided services in the past three years, to any structure under the board of directors, the board of directors of the company itself or who has a current relationship with the company or consultant of the company, shall not be hired to assist the Remuneration Committee in the performance of their duties. This Adopted Part I / B / II. / a) / 18 Adopted Part I / B / II. / a) / 18 and Part I / B / II. / b) / 23 Not adopted Adopted Not adopted Part II / 2 and Part I / B / II. / a) / 18 Part I / B / III. / a) / 32 and I.A.II.8 Part I / B / III. / c) / 38 Adopted Part I / B / V. / 45 Not adopted Not adopted Not adopted Adopted Part I / B / III. / c) / 38 Part I / C / III. / 50 Part I / D / II. / 67 and 68 Part I / D / II. / 67 Futebol Clube do Porto Futebol, SAD 147
recommendation also applies to any natural or legal person that is related by employment contract or provision of services with the above. II.3.3. A statement on the remuneration policy of the management and supervisory bodies referred to in Article 2 of Law No. 28/2009 of 19 June, shall also contain the following: a) Identification and details of the criteria for determining the remuneration paid to the members of the governing bodies ; b) Information regarding the maximum potential, in individual terms, and the maximum potential, in aggregate form, to be paid to members of corporate bodies, and identify the circumstances whereby these maximum amounts may be payable; d) Information regarding the enforceability or unenforceability of payments for the dismissal or termination of appointment of board members. II.3.4. Approval of plans for the allotment of shares and/or options to acquire shares or based on share price variation to board members shall be submitted to the General Meeting. The proposal shall contain all the necessary information in order to correctly assess said plan. II.3.5. Approval of any retirement benefit scheme established for members of corporate members shall be submitted to the General Meeting. The proposal shall contain all the necessary information in order to correctly assess said system. III. REMUNERATION III.1. The remuneration of the executive members of the board shall be based on actual performance and shall discourage taking on excessive risk-taking. III.2. The remuneration of non-executive board members and the remuneration of the members of the supervisory board shall not include any component whose value depends on the performance of the company or of its value. III.3. The variable component of remuneration shall be reasonable overall in relation to the fixed component of the remuneration and maximum limits should be set for all components. III.4. A significant part of the variable remuneration should be deferred for a period not less than three years, and the right of way payment shall depend on the continued positive performance of the company during that period. III.5. Members of the Board of Directors shall not enter into contracts with the company or with third parties which intend to mitigate the risk inherent to remuneration variability set by the company. III.6. Executive board members shall maintain the company's shares that were allotted by virtue of variable remuneration schemes, up to twice the value of the total annual remuneration, except for those that need to be sold for paying taxes on the gains of said shares, until the end of their mandate. III.7. When the variable remuneration includes the allocation of options, the beginning of the exercise period shall be deferred for a period not less than three years. III.8. When the removal of board member is not due to serious breach of their duties nor to their unfitness for the normal exercise of their functions but is yet due on inadequate performance, the company shall be endowed with the adequate and necessary legal instruments so that any damages or compensation, beyond that which is legally due, is unenforceable. IV. AUDITING IV.1. The external auditor shall, within the scope of its duties, verify the implementation of remuneration policies and systems of the corporate bodies as well as the efficiency and effectiveness of the internal control mechanisms and report any shortcomings to the supervisory body of the company. IV.2. The company or any entity with which it maintains a control relationship shall not engage the external auditor or any entity with which it finds itself in a group relationship or that incorporates the same network, for services other than audit services. If there are reasons for hiring such services - which must be approved by the supervisory board and explained in its Annual Report on Adopted Not applicable Not applicable Adopted Adopted Not applicable Not applicable Adopted Not applicable Not applicable Adopted Adopted Adopted Part I / D / III. / 69 Part I / D / III. / 73 and 74 Part I / D / III. / 76 Part I / D / III. / 70 Part I / D / III. / 69 and Part I / D / IV. / 78, 81 and 82 Part I / D / III. / 69 Part I / D / III. / 69 Part I / D / III. / 71 Part I / D / III. / 73 and 74 Part I / D / III. / 74 Part I / D / III. / 69 and Part I / D / V. / 83 Part I / B / III. / c) / 38 Part I / D / IV. / 41 and Part I / D / V. / 47 Futebol Clube do Porto Futebol, SAD 148
Corporate Governance - said should not exceed more than 30% of the total value of services rendered to the company. IV.3. Companies shall support auditor rotation after two or three terms whether four or three years, respectively. Its continuance beyond this period must be based on a specific opinion of the supervisory board that explicitly considers the conditions of auditor s independence and the benefits and costs of its replacement. V. CONFLICTS OF INTEREST AND RELATED PARTY TRANSACTIONS V.1. The company's business with holders of qualifying holdings or entities with which they are in any type of relationship pursuant to article 20 of the Portuguese Securities Code, shall be conducted during normal market conditions. V.2. The supervisory or oversight board shall establish procedures and criteria that are required to define the relevant level of significance of business with holders of qualifying holdings - or entities with which they are in any of the relationships described in article 20/1 of the Portuguese Securities Code thus significant relevant business is dependent upon prior opinion of that body. VI. INFORMATION VI.1. Companies shall provide, via their websites in both the Portuguese and English languages, access to information on their progress as regards the economic, financial and governance state of play. VI.2. Companies shall ensure the existence of an investor support and market liaison office, which responds to requests from investors in a timely fashion and a record of the submitted requests and their processing, shall be kept. Adopted Part I / D / V. / 44 Adopted Part I / E / I. / 90 Not adopted Part II / 2 and Part I / E / I. / 91 Adopted Part I / C / V. / 59 to 65 Adopted Part I / C / IV. / 56 to 58 Recommendations I.4., II.1.1., II.1.4., II.1.5., II.1.6, II.1.7., II.1.10., II.2.2., II.2.4., II.2.5., II.3.1. e V.2. are not fully adopted by FC Porto Futebol, SAD, as explained below. Recommendation I.4.: For the purpose of exercising the right to vote, each share corresponds to one vote, and the presence at the General Meeting is not conditioned on holding a minimum number of shares. However, under the terms of line 3 of Article 7 of the statutes of FC Porto - Futebol, SAD, the votes of shareholders of the Group who hold preferential shares without voting rights that may confer voting rights, pursuant to Article 342, n. 3 of the Commercial Companies Code, shall not be considered during the period in which they can exercise their right to vote if their share in the total capital exceed more than one third of all the votes attached to the capital of FC Porto - Futebol, SAD. There is no provision in the Company's statutes any maintenance or modification of this statutory provision to the General Meeting. Recommendation II.1.1.: The directors of FC Porto Futebol, SAD focus their activity in the management of participations of the Group and in the definition of strategic development lines. The decisions regarding strategic and relevant matters are adopted by the Board of Directors as a composed college body by all members, executive and non-executive, in the normal performance of their duties. Additionally, some of the directors of the Company are in Futebol Clube do Porto Futebol, SAD 149
the Board of Directors of other operational units in the Group, which means the recommendation is not fully followed. Recommendation II.1.4.: FC Porto Futebol, SAD believes that, given its size, the only indispensable specialized commission to the needs of the Company in the Remuneration Committee, not presenting any committees with the specific purpose of identifying candidates to directors and to reflect on the adopted governing system, for which the recommendation cannot be considered adopted. Recommendation II.1.5.: In this report, there is a description of the most important aspects in the risk management that were implemented in the Group. However, FC Porto Futebol, SAD does not have a system for internal control and risk management to include all the components foreseen in that type of system, for which the recommendation is not fully adopted. Recommendation II.1.6.: FC Porto - Futebol, SAD does not meet the II.1.6 recommendation, which recommends that the Board of Directors includes a number of non-executive members to ensure effective monitoring capacity, supervision and evaluation of the activities of other members of the management body. Although the Group understands that, given its small size and the fact that its executive members are very competent in the management of the group, the existence of a non-executive director ensures the efficient supervision, auditing and assessment of activities of non-executive members, it is the understanding of CMVM that, to comply with this recommendation, at least one third of the total number of directors shall be non-executive. Recommendations II.1.7. and II.1.10.: the members of the Board of Directors are not independent, with the exception of Rui Ferreira Vieira de Sá, as all are part of the Board of Futebol Clube do Porto, holder of around 75% of the capital, and 62% of the voting rights, of Futebol Clube do Porto Futebol, SAD, having a dominant influence over it. Rui Ferreira Vieira de Sá is in the Board of Directors of Somague Engenharia, SA, which is owned 100% by Somague, S.G.P.S., S.A., which in turn is owned 100% by Sacyr SYV, a company that owned 18,79% of the social capital of Futebol Clube do Porto Futebol, SAD, until October 2014. Considering the company model adopted and the composition and functioning of its governing Futebol Clube do Porto Futebol, SAD 150
bodies, namely the independence of audit bodies, without any delegation of competence between that or any other committees, the Group believes that appointing independent directors would not add any benefits to the proper functioning of the model adopted, which has been proving to be adequate and efficient. Recommendation II.2.2.: The recommendation has not been fully complied with, as the reports issued by the external auditor have the first recipient the Supervisory Board, together with the Board of Directors. However, FC Porto - Futebol, SAD believes that this procedure does not affect the criterion of independence and conflict of interest, since the external auditor's report is not influenced or changed depending on the presentation to the Board of Directors. Recommendation II.2.4.: Even if the Audit Committee does not have any responsibilities in the creation and functioning of internal control systems, it does take into consideration their existence and efficiency when analysing the risks to the Company. Recommendation II.2.5.: Given that the Internal Audit and Planning and Management Control departments depend on the Board of Directors, this recommendation is considered not met. However, in spite of the Supervisory Board does not take responsibility in the creation and operation of internal control systems, it takes into account their existence and effectiveness during the examination of the risks of the group. Recommendation II.3.1.: The recommendation has not been fully complied with since two of the members of the Remuneration Committee have positions in the structure of the majority shareholder of the company. However, since both are non-executive in Futebol Clube do Porto, with up to one of only advisory positions, FC Porto - Futebol, SAD considers that the accuracy and impartiality of this body is not questionable. Recommendation V.2.: Currently, there are no procedures or criteria regarding the definition of relevant level of significance of businesses between the Company and holders of qualified participations, or entities that are under any type of dominion or group, for which it would be required an intervention of the audit body. However, the transactions with directors of FC Porto Futebol, SAD, or with companies related to the group or dominion represented by the director, regardless of the amount, should be previously cleared by the Board of Directors, Futebol Clube do Porto Futebol, SAD 151
properly accepted by the audit body, under the terms of art. 397 of the Portuguese Companies Code. 3. Other information Futebol Clube do Porto Futebol, SAD believes that, despite the only partial compliance with the recommendations of CMVM, as explained above, the degree of adoption if still wide and complete. Futebol Clube do Porto Futebol, SAD 152
D. Shares held by members of the Board of Directors and Advisory Council Board of Directors Jorge Nuno de Lima Pinto da Costa On June 30, 2014, had 250.000 shares. Has not acquired or alienated any share since, and, as of June 30 2015, had 250.000 shares. Futebol Clube do Porto, of which he is Chairman of the Board, had, on June 302015, 9.282.931 shares. Fernando Manuel Santos Gomes No shares held. Futebol Clube do Porto, of which he is Vice-Chairman of the Board, held, on June 30 2015, 9.282.931 shares. Adelino Sá e Melo Caldeira No shares held. Futebol Clube do Porto, of which he is Vice-Chairman of the Board, held, on June 30 2015, 9.282.931 shares. Reinaldo da Costa Teles Pinheiro On June 30, 2014, had 9.850 shares. Has not acquired or alienated any share since, and, as of June 30 2015, had 9.850 shares. Futebol Clube do Porto, of which he is Vice-Chairman of the Board, held, on June 302015, 9.282.931 shares. Rui Ferreira Vieira de Sá No shares held Audit Committee José Paulo Sá Fernandes Nunes de Almeida Had 100 shares as of June 30 2014. Has not acquired or alienated any share since, and, as of June 30 2015, had 100 shares. Futebol Clube do Porto Futebol, SAD 153
Armando Luís Vieira de Magalhães No shares held. Filipe Carlos Ferreira Avides Moreira Had 10 shares as of June 30 2014. Has not acquired or alienated any share since, and, as of June 30 2015, had 10 shares. José Augusto dos Santos Saraiva No shares held. Statutory Auditors Deloitte & Associados, SROC S.A. represented by António Manuel Martins Amaral No shares held. Futebol Clube do Porto Futebol, SAD 154