Mota-Engil Africa N.V. (a public limited liability company (naamloze vennootschap) incorporated under the laws of the Netherlands, with its corporate seat (statutaire zetel) at Amsterdam, the Netherlands) _____________________________________________________ Admission to listing and trading of Shares on Euronext in Amsterdam _____________________________________________________ This prospectus (the “Prospectus”) is published in connection with the admission to listing and trading (the “Listing”) on Euronext in Amsterdam, the regulated market operated by Euronext Amsterdam N.V. (“Euronext Amsterdam”) of 100,000,000 ordinary shares (the “Shares”) in the share capital of Mota-Engil Africa N.V. (the “Company”) with a nominal value of €1.00 each. THIS PROSPECTUS IS NOT PUBLISHED IN CONNECTION WITH AND DOES NOT CONSTITUTE AN OFFER OF SECURITIES BY OR ON BEHALF OF THE COMPANY IN THE EUROPEAN ECONOMIC AREA OR ANY OTHER JURISDICTION AND HAS BEEN PREPARED SOLELY FOR THE PURPOSE OF ADMITTING THE SHARES TO LISTING AND TRADING ON EURONEXT AMSTERDAM. Prior to the Listing, there has been no public market for the Shares. Application has been made to list all of the Shares under the symbol “MEAFR” and with the ISIN Code NL0010969408 on Euronext Amsterdam. Trading in the Shares on Euronext Amsterdam is expected to start on or about 24 November 2014. Settlement of trades on Euronext Amsterdam on the date of Listing is expected to take place on or about 26 November 2014, through the book-entry systems of Nederlands Centraal Insituut voor Giraal Effectenverkeer B.V (“Euroclear Nederland”). Investing in the Shares involves certain risks. Prospective investors should carefully read the entire document and, in particular, the section headed “Risk Factors”, beginning on page 9 when considering an investment in the Shares. This document constitutes a prospectus for the purpose of Article 3 of the Directive 2003/71/EC (as amended) (“Prospectus Directive”) and has been prepared in accordance with Article 5:9 of the Dutch Financial Supervision Act and the rules promulgated thereunder (the “Dutch Financial Supervision Act”). This Prospectus has been approved by and filed with the Dutch Authority for the Financial Markets (Stichting Autoriteit Financiële Markten) (the “AFM”). The distribution of this Prospectus in certain jurisdictions may be restricted by law. No action has been or will be taken by the Company to permit a public offering of the Shares. No action has been taken or will be taken to permit the possession or distribution of this Prospectus (or any other offering or publicity materials) in any jurisdiction other than the Netherlands where action for that purpose may be required. Accordingly, this Prospectus may not be distributed or published in any jurisdiction except under circumstances that will result in compliance with any applicable laws and regulations. Persons into whose possession this Prospectus comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities law of any such jurisdictions. THE SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933 (THE “SECURITIES ACT”) OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE UNITED STATES EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE U.S. STATE OR LOCAL SECURITIES LAWS. Prospectus dated 21 November 2014. CONTENTS SUMMARY .................................................................................................................................................................. 1 RISK FACTORS........................................................................................................................................................... 9 FORWARD-LOOKING STATEMENTS................................................................................................................... 27 IMPORTANT INFORMATION................................................................................................................................. 29 PART I: COUNTRY AND INDUSTRY OVERVIEW .............................................................................................. 34 PART II: INFORMATION ON THE GROUP ........................................................................................................... 45 PART III: DIRECTORS, SENIOR MANAGERS AND CORPORATE GOVERNANCE ....................................... 70 PART IV: THE LISTING ........................................................................................................................................... 79 PART V: RELATIONSHIP WITH THE MAJOR SHAREHOLDER........................................................................ 80 PART VI: SELECTED HISTORICAL FINANCIAL INFORMATION.................................................................... 85 PART VII: OPERATING AND FINANCIAL REVIEW ........................................................................................... 88 PART VIII: HISTORICAL FINANCIAL INFORMATION.................................................................................... 121 PART IX: ADDITIONAL INFORMATION............................................................................................................ 225 PART X: DEFINITIONS.......................................................................................................................................... 256 ii SUMMARY Summaries are made up of disclosure requirements known as “Elements”. These Elements are numbered in Sections A—E (A.1- E.7). This summary contains all the Elements required to be included in a summary for this type of securities and the Company. Since some Elements are not required to be addressed, there may be gaps in the numbering sequence of the Elements. Even though an Element may be required to be inserted in the summary because of the type of securities and the Company, it is possible that no relevant information can be given regarding the Element. In this case a short description of the Element is included in the summary with the mention of “not applicable”. Section A—Introductions and warnings A.1 Introduction and The following information should be read as an introduction to the prospectus warnings (the “Prospectus”) relating to the admission to listing and trading on Euronext Amsterdam (“Listing”) of 100,000,000 ordinary shares, with a nominal value of €1.00 each, in the capital of Mota-Engil Africa N.V. (the “Shares”). Any decision by a prospective investor to invest in the Shares should be based on a consideration of the Prospectus as a whole. Investors should therefore read the entire Prospectus and not rely solely on this summary. Where a claim relating to the information contained in this Prospectus is brought before a court in a member state of the European Economic Area, the plaintiff may, under the national legislation of the Member State in which the claim is brought, be required to bear the costs of translating the Prospectus before the legal proceedings are initiated. Civil liability attaches only to the Company in respect of this summary, including any translation hereof, but only if it is misleading, inaccurate or inconsistent when read together with the other parts of the Prospectus or it does not provide, when read together with the other parts of the Prospectus, key information in order to aid investors when considering whether to invest in Shares. A.2 Resale or final Not applicable. placement of Shares by financial intermediaries Section B—Issuer B.1 Legal and Commercial Mota-Engil Africa N.V. (the “Company”). The Company together with its Name subsidiaries is referred to herein as the “Group”. B.2 Domicile and legal form The Company was incorporated on 31 October 2012 by a notarial deed of incorporation as a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) under the laws of the Netherlands. On 17 June 2014, the Company was converted into a public limited liability company (naamloze vennootschap) under the laws of the Netherlands. The Company has its corporate seat in Amsterdam, the Netherlands. B.3 Current operations and The Group is a leading provider of integrated engineering and construction principal activities of the services as well as a wide range of other services across its target markets in Group and the principal Sub-Saharan Africa. Its diversified portfolio of services ranges from Engineering markets in which it and Construction (including infrastructure such as roads, railways, bridges and operates dams, mining services, civil construction works and real estate construction and services), Logistics (including ports and other infrastructure management) and 1 Environment and Services (including waste management and collection and water treatment and distribution). The Group currently operates in ten countries comprising its primary markets of Angola, Malawi and Mozambique as well as its other markets of Cape Verde, Ghana, São Tomé and Príncipe, South Africa, Uganda, Zambia and Zimbabwe. The Group’s head office is in Johannesburg and, as at 30 June 2014, the Group had approximately 14,500 employees. The Group manages its business and reports its financial results according to the following business segments: Angola, Southern African Development Community (“SADC”), West