Condiciones generales de las operaciones

The caption ‘Cash and cash equivalents’ as of 30 June 2015 and 2014 is made up 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

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

Consolidated Accounting Report 2014/2015

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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:

Current taxes

Following is the reconciliation between profit before income tax and income tax for the year:

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

Consolidated Accounting Report 2014/2015

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(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.

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)

Consolidated Accounting Report 2014/2015

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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:

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.

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)

Consolidated Accounting Report 2014/2015

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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.