ANNUAL REPORT 2010 WorldReginfo - 6e6c6c6f-90a8-46f2-8295-ba752863773f Cover: Douro Litoral Motorway WorldReginfo - 6e6c6c6f-90a8-46f2-8295-ba752863773f Annual Report 2010 WorldReginfo - 6e6c6c6f-90a8-46f2-8295-ba752863773f WorldReginfo - 6e6c6c6f-90a8-46f2-8295-ba752863773f Table of Contents COMPANY IDENTIFICATION 4 GOVERNING BODIES 5 ORGANOGRAM - 2010 6 TEIXEIRA DUARTE GROUP - 2010 8 SUMMARY OF INDICATORS 10 MANAGEMENT REPORT OF THE BOARD OF DIRECTORS 11 I. INTRODUCTION 12 II. ECONOMIC ENVIRONMENT 13 III. GENERAL OVERVIEW 13 IV. SECTOR ANALYSIS 22 IV.1. CONSTRUCTION 23 IV.2. CEMENT, CONCRETE AND AGGREGATES 31 IV.3. CONCESSIONS AND SERVICES 33 IV.4. REAL ESTATE 39 IV.5. HOTEL SERVICES 44 IV.6. DISTRIBUTION 47 IV.7. ENERGY 49 IV.8. AUTOMOBILE 52 V. HOLDINGS IN LISTED COMPANIES 54 VI. EVENTS AFTER THE END OF THE REPORTING PERIOD 55 VII. OUTLOOK FOR THE FINANTIAL YEAR 2011 55 VIII. DISTRIBUTION TO MEMBERS OF THE BOARD OF DIRECTORS 55 IX. PROPOSAL FOR THE APPROPRIATION OF PROFIT 56 NOTES TO THE MANAGEMENT REPORT OF THE BOARD OF DIRECTORS 57 CORPORATE GOVERNANCE REPORT - 2010 59 FINANCIAL STATEMENTS 129 CONSOLIDATED FINANCIAL STATEMENTS 143 REPORTS, OPINIONS AND CERTIFICATIONS OF THE AUDIT BODIES 205 WorldReginfo - 6e6c6c6f-90a8-46f2-8295-ba752863773f 3 Teixeira Duarte, S.A. Head Office: Lagoas Park, Edifício 2 - 2740-265 Porto Salvo Share Capital: € 420,000,000 Single Legal Person and Registration number 509.234.526 at the Commercial Registry of Cascais (Oeiras) WorldReginfo - 6e6c6c6f-90a8-46f2-8295-ba752863773f 4 Governing Bodies Board OF THE GENERAL MEETING OF SHAREHOLDERS Chairman Mr. Rogério Paulo Castanho Alves Deputy Chairman Mr. José Gonçalo Pereira de Sousa Guerra Constenla Secretary Mr. José Pedro Poiares Cobra Ferreira Board OF Directors Chairman Mr. Pedro Maria Calainho Teixeira Duarte Directors Mr. Manuel Maria Calainho de Azevedo Teixeira Duarte Mr. Joel Vaz Viana de Lemos Mr. Jorge Ricardo de Figueiredo Catarino Mr. Carlos Gomes Baptista Mr. João José de Gouveia Capelão Mr. João José do Carmo Delgado SUPERVISORY Board Chairman Mr. António Gonçalves Monteiro Member Mr. Mateus Moreira Member Mr. Miguel Carmo Pereira Coutinho Alternate Mr. Horácio Lisboa Afonso CHARTERED ACCOUNTANT Mariquito, Correia & Associados Chartered Accountants Company, represented by Mr. António Franciso Escarameia Mariquito - ROC COMPANY Secretary Permanent Mr. José Pedro Poiares Cobra Ferreira Alternate Mrs. Maria António Monteiro Ambrósio Representative FOR MARKET Relations Mr. José Pedro Poiares Cobra Ferreira WorldReginfo - 6e6c6c6f-90a8-46f2-8295-ba752863773f 5 TEIXEIRA DUARTE ORGANOGRAM 2010 BOARD OF DIRECTORS Adviser to the Board of Directors António Costeira Faustino Markets Corporate Centre Activity Sector Portugal Spain Construction Cement, Concrete and Aggregates Angola Delegation Central Departments Corporate Services Central Departments Operating Centres Participated Companies Concessions and Services Mr. António Carlos Teixeira Duarte Delegation Contracts and Logistics Corporate Secretariat Planning and Studies Geotechnology and E.P.O.S., S.A. GSC, S.A. Mr. Valdemar Marques Morocco Rehabilitation Mr. Costa Simões Mr. Magalhães Gonçalves Mr. Luís Santos Mrs. Maria António Ambrósio Consolidation of Accounts Mr. Garcia Fernandes Mr. Magalhães Gonçalves Mr. Dias de Carvalho Mr. Pedro Costa Mozambique Mr. Luís Menezes RECOLTE, S.A. Safety, Quality and Internal Audit Mr. Ivo Rosa Environment Electromechanical Installations SOMAFEL, S.A. Mr. Magalhães Gonçalves Algeria Delegation Mr. Helder Matos OFM, S.A. Mr. Luís Carreira Mr. Carlos Timóteo Mr. Agripino Fonseca Mr. Helena Galhardas Delegation Buildings Mr. Viana de Lemos Human Resources SATU-OEIRAS, E.M., S.A. Mr. Pedro Plácido Namibia Special Studies Mr. Paiva Nunes and Administrative Services Mr. Paulo Araújo Mr. Ricardo Acabado Mrs. Isabel Amador Mrs. Helena Galhardas Mr. Rocha Lobo Mr. Luís Mendonça Mr. Guedes Duarte Russia Mr. Ginja Sebastião TDGI, S.A. Sao Tome and Principe Infrastructure Studies Infrastructures Brazil Information technology Mr. Rogério Fonseca services Tunisia Mr. João Torrado Mr. Sampayo Ramos Mr. João Delgado Mr. Sousa Barros TDHOSP, S.A. Mr. José Gaspar Projects Mr. Moreira da Silva Ukraine Mr. José Palma Mr. Matos Viegas Mr. Fernando Martins Finance and Accounts Mr. Baldomiro Xavier Mr. Oliveira Rocha Mr. Alfredo Silva Venezuela Real Estate Mr. Martins Rovisco Mr. Joaquim Tavares Equipment Mr. Rosa Saraiva Cape Verde Mr. Moreira da Silva Mr. Manuel Maria Teixeira Duarte Procurement Mr. Fernando Frias Mr. Luís Alves Mr. Rodrigo Ouro Mr. Diogo Rebelo China Mr. Leal da Silva Mechanical Engineering Mr. Freitas Costa Hotel Services Mr. Paiva Nunes Mr. Henrique Nicolau Mr. Manuel Maria Teixeira Duarte Mr. Luís Vicente Operating Centre for Shuttering and Distribution Prestressing Mr. Diogo Rebelo Mr. Marques dos Santos Mr. Manuel Lopes Energy Mr. Artur Caracol Automobile Mr. Diogo Rebelo Mr. Silva Pereira WorldReginfo - 6e6c6c6f-90a8-46f2-8295-ba752863773f 6 7 WorldReginfo - 6e6c6c6f-90a8-46f2-8295-ba752863773f Summary of Indicators Teixeira Duarte, S.A. 2006 2007 2008 2009 (*) 2010 Change Notes: 2010/2009 % The book values are expressed in Employees 7,774 10,717 13,157 13,530 13,036 (3.7%) million Euros. The figures in the "Change 2010/2009 Sales/Services Rendered 756 1,012 1,291 1,320 1,380 4.5% %" column were calculated based on Operating Income 833 1,067 1,377 1,423 1,445 1.5% amounts that were not rounded off. Total Equity includes non-controlling EBITDA 118 113 188 213 150 (29.3%) interests. EBITDA / Turnover Margin 16% 11% 15% 16% 11% (32.3%) (*) Restated Values EBIT 87 70 131 157 84 (46.4%) Tangible Fixed Assets + Investment Property 724 781 925 983 1,042 6.1% Investments in Associates + Assets Available for Sale + Other Investments 1,225 1,551 1,168 1,276 317 (75.2%) Total Equity 783 834 339 515 562 9.2% Net Income 114 122 (347) 116 46 (60.1%) WorldReginfo - 6e6c6c6f-90a8-46f2-8295-ba752863773f 10 Management Report of the Board of Directors 2010 WorldReginfo - 6e6c6c6f-90a8-46f2-8295-ba752863773f Management Report of the Board of Directors 2010 I. INTRODUCTION The Board of Directors of Teixeira Duarte, S.A. (TD,SA), in compliance with the regulatory and legal framework for publicly traded companies, has the pleasure to present its management report for the financial year 2010. During 2010, TD,SA became the leading listed company of the TEIXEIRA DUARTE Group, and before the closing of the financial year had acquired the ownership of 100% of the share capital of Teixeira Duarte – Engenharia e Construções, S.A. (TD-EC), which, in turn, thereafter no longer trades its shares on regulated markets. In this context, the present report will address the consolidated activity of TD,SA as leader of the Business Group comprising the universe of holdings identified in the "Table of the Teixeira Duarte Group - 2010" presented on the preliminary pages, and will disclose only brief notes on the Company in its individual capacity, namely with respect to the proposal for the appropriation of profit. Since each of these units has its own management bodies, which report on their individual activities, this document will provide only some observations for the purpose of allowing for a better perspective of the Group as a whole. In this context and in order to assess the development of the activity of these companies more appropriately, note will also be made, where justified, of some of their individual economic and financial indicators. The most appropriate way of presenting the topics object of the present Report will be to start with a brief description of the economic background, followed by an overall assessment of the action of the Teixeira Duarte Group, focusing on the most significant aspects of the Corporate Centre and in a consolidated perspective. The subsequent chapters will address the Group's different activity sectors, with an analysis of the respective performance over 2010, distinguishing for each the main markets of action, in particular the Construction area which is the core business of the Group. Reference will also be made to the strategic stakes held in listed companies during 2010, that is CIMPOR – Cimentos de Portugal – SGPS, S.A., Banco Comercial Português, S.A. and Banco Bilbao Vizcaya Argentaria, S.A.. The significant events that took place between the end of the financial year and the date on which this Report was prepared will then be described, followed by the outlook for 2011, currently in progress, ending with the proposal for the appropriation of profit. Attached to this document are, under the applicable legislation, the detailed report on the Company’s structure and corporate governance practices (prepared in compliance with article 245-A of the Securities Market Code and with CMVM Regulation number 1/2007), as well as information relative to the stake in the share capital of TD,SA (namely in accordance with articles 447 and 448 of the Portuguese Commercial Companies Code and CMVM Regulation number 5/2008). Moreover, this report also includes the individual and consolidated financial statements and accompanying notes, which were prepared in accordance with the International Financial Reporting Standards as adopted by the European Union, as well as the corresponding Reports and Opinions by the Audit Bodies, the Legal Certification of Accounts and the Audit Report prepared by an auditor registered at the CMVM. Pursuant to sub-paragraph c) of number 1 of article 245 of the Securities Market Code, the undersigned state that, to the best of their knowledge, the Management Report, annual accounts, legal certification of accounts and other documents presenting the accounts were prepared in accordance with applicable accounting standards, giving a true and fair view of the assets and liabilities, financial situation and WorldReginfo - 6e6c6c6f-90a8-46f2-8295-ba752863773f 12 Management Report of the Board of Directors 2010 results of TD,SA and the companies included in the consolidation perimeter, as well as faithfully presenting the evolution of the businesses, performance and position of each of these entities, containing a description of the main risks and uncertainties facing them.