3M2014 REPORT PAGE 2 3M2014 REPORT MANAGEMENT REPORT PAGE 4 3M2014 REPORT 01 Martifer Group 01 | MARTIFER GROUP HIGHLIGHTS Total Operating Revenues in the 3M14 was 92.6 M€ Net consolidated Profit of -12.4 M€, registering an 11 % improvement comparing to the 1st quarter of 2013 Total Order Book of 534 M€: Metallic Construction (291 M€) and Solar (243 M€) Total Net Debt of 330 M€, approx. 6 M€ below the consolidated debt at the end of the year MAIN FINANCIAL INDICATORS €M mar-14 mar-13 Revenues 92.6 133.1 EBITDA -0.1 2.7 EBITDA margin 0% 2% EBIT -4.6 -2.8 EBIT margin -5% -2% Financial Results -6.8 -11.1 Profit before taxes -11.4 -13.9 Income tax -1.0 0.0 Net Profit -12.4 -13.9 Attributable to non-controlling interests -2.1 0.3 Attributable to shareholders -10.3 -14.2 per share € -0.106 -0.145 PAGE 6 3M2014 REPORT MAIN EVENTS JANUARY 2014 West Sea signs contract for the Sub-concession of Estaleiros Navais de Viana do Castelo Following an international public tender, Martifer Energy Systems and Navalria, subsidiaries of the Martifer Group, were awarded with the sub-concession for “private use of public domain and of the areas allocated to the dominial concession” attributed to the company Estaleiros Navais de Viana do Castelo (ENVC). Martifer Group, via its new subsidiary West Sea – Estaleiros Navais, Lda., aims to develop its activity in the national and international markets and implement, in the areas included in the ENVC sub-concession, a shipbuilding and repair project, which is expected to create 400 new work places throughout the next three years. With this sub-concession, Martifer Group increases its capacity for the shipbuilding and repair. The contract was signed in January 2014. Martifer Solar USA INC and Martifer Aurora LLC begin the voluntary process for Chapter 11 On 21 January 2014 the affiliates Martifer Solar USA INC and Martifer Aurora Solar LLC started voluntary restructuring processes under Chapter 11 (US Bankruptcy Code). The affiliate companies are currently negotiating the restructuring plans, which needs to be approved by the creditors and ratified by the Court under Chapter 11, and which will permit these to continue developing their activities. FEBRUARY 2014 Martifer Renewables concludes the sale of Rosa dos Ventos On 27 of Feburary, Martifer Renewables has conclued, through its subsidiary Martifer Ronováveis Geração de Energia e Participações, S.A., controlled at 55%, the sale of 100% shares in the company Rosa dos ventos Geração e Comercialização de Energia, by the $R70.3m total amount to the brazilian company CPFL. Rosa dos ventos Geração e Comercialização de Energia SA owns the wind farm with 14.7 MW of energy cpacity. The sale agreement by both entities has been estabished on 18 June 2013. MARCH 2014 Martifer concludes two new ships for Douro Azul Navalria, Martifer ‘s subsidiary, concluded, in March, the construction of the two hotel ships Viking Hemming and Viking Torgil, for the company Douro Azul. The ships, which will operate cruises in the Douro River, were built in one year and have a distinctive feature: a round shaped bow that allows the creation of an exterior deck with capacity for 42 passengers. Martifer Metallic Constructions restructures debt and is going to increase equity Martifer Metallic Constructions completed the conversion of part of its debt from short term to medium and long term, and equity increase of around 28 million Euros is foreseen. 3M2014 REPORT PAGE 7 SUBSEQUENT EVENTS ABRIL 2014 Martifer Metallic Constructions increases equity Martifer Metallic Constructions increased, via Martifer SGPS’s main shareholders, its equity in around 28 million euros. Martifer Solar and Adenium Energy Capital awarded PPA for 10 MW PV plant in Jordan Martifer Solar and Adenium Energy Capital were awarded a Power Purchase Agreement (PPA) with the national utility of Jordan, NEPCO (National Electric Power Company) for a 10 MW AC solar PV plant. Martifer Solar has been selected as the lead developer and will provide engineering, procurement and construction (EPC) services. Following the connection of the plant, Martifer Solar will be responsible for the related operations and maintenance (O&M) service. Martifer Solar concludes the construction of a 78.4 MW PV portfolio for Lightsource Renewable Energy in the UK Martifer Solar concluded a 78.4 MW portfolio of photovoltaic plants in the United Kingdom. The utility-scale combined capacity consists of five plants, which are located in the counties of Cambridgeshire, Devon, Nottingham and Swindon, and was built for Lightsource Renewable Energy. Martifer SGPS, S.A. Annual General Meeting On 28 April 2014, Martifer SGPS, S.A. Annual meeting took place, with a participation of 79.85 % of its total share capital, having all the proposals in the Agenda present in the Call Notice been approved by unanimity. MAY 2014 WEST SEA takes posession of the Establishment of the Sub-concession On 2 May 2014, the company West Sea - Estaleiros Navais, Lda, a part of the Martifer Group, took possession of the Sub- concession, following the “Sub-concession for private use of public domain and of the areas allocated to the dominial concession” attributed to the company Estaleiros Navais de Viana do Castelo (ENVC). PAGE 8 3M2014 REPORT 02 Financial Performance 02 | FINANCIAL PERFORMANCE RESULTS ANALYSIS €M mar-14 mar-13 VAR.% Revenues 92.6 133.1 -30% EBITDA -0.1 2.7 n.m. EBITDA margin 0% 2% -2.1 pp Depreciation & Amortization -4.5 -4.5 0% Provisions & Impairment Losses 0.0 -1.0 96% EBIT -4.6 -2.8 -62% EBIT margin -5% -2% -2.8 pp Financial Results -6.8 -11.1 38% Profit before taxes -11.4 -13.9 18% Income tax -1.0 0.0 n.m. Net Profit -12.4 -13.9 11% Attributable to non-controlling interests -2.1 0.3 n.m. Attributable to shareholders -10.3 -14.2 27% per share € -0.106 -0.145 TOTAL REVENUES In the 3M14 total revenues reached 92.6 million euros (133.1 million euros in the 3M13), 57 % of which from the Metallic construction segment, 40 % from the Solar segment and the rest from RE Developer segment. mar-14 mar-13 REVENUES €M WEIGHT €M WEIGHT VAR.% Martifer Consolidated 92.6 133.1 -30% Metallic Construction 52.4 57% 69.2 52% -24% Solar 37.1 40% 60.6 46% -39% RE Developer 3.3 4% 4.3 3% -23% Others -0.2 0% -0.9 -1% 79% The Group’s internationalization strategy has been consolidating, and the wheight of the projects for the Portuguese market was only 22 %. PAGE 10 3M2014 REPORT 50% 45% 40% 35% 30% 25% 20% 15% mar-14 10% mar-13 5% 0% EBITDA AND NET PROFIT In the 3M14 the negative EBITDA on the Metallic construction (0.4 million euros) and solar (1.7 million euros) segments was almost totally compensated by the positive EBITDA in the RE Developer segment (1.7 million euros). EBITDA mar-14 mar-13 €M MARGIN €M MARGIN VAR.% Martifer Consolidated -0.1 0% 2.7 2% n.m. Metallic Construction -0.4 -1% -1.0 -1% 63% Solar -1.7 -5% 1.4 2% n.m. RE Developer 1.7 51% 2.5 59% -34% Others 0.3 -0.2 n.m. Consolidated financial results were negative in 6.8 million euros, showing an improvement when compared with the 3M2013 financial results. Consolidated net profit reached -12.4 million euros, showing an 11 % increase YoY. CAPEX The amount of investment in fixed assets in the 3M14 was 4 million euros, mainly resulting from the investment in the Metallic construction segment (3.4 million euros). 3M2014 REPORT PAGE 11 CAPEX 2007 - 1Q2014 (M€) 213 122 102 61 57 46 10 4 CAPITAL STRUCTURE ANALYSIS FINANCIAL POSITION €M mar-14 dec-2013 VAR.% Fixed Assets (including Goodwill) 234.2 230.0 2% Other non current assets 165.9 164.9 1% Inventory and Receivables 306.7 322.9 -5% Cash and cash equivalents 49.6 39.2 26% Assets held for sale 31.9 30.8 3% Total Assets 788.2 787.8 0% Shareholders Equity 86.6 100.0 -13% Non-controlling interests 35.6 39.7 -10% Total Equity 122.3 139.7 -12% Non-current debt and leasings 230.0 236.8 -3% Other non-current liabilities 38.2 37.5 2% Current debt and leasings 149.4 138.1 8% Other current liabilities 236.8 224.5 5% Liabilities related with Assets held for sale 11.5 11.2 3% Total Liabilities 665.9 648.1 3% Total assets suffered no significant changes when compared with FY2013, staying in 788 million euros, with the non -current assets’ value totalling 400 million euros, around 5 million euros above the value registered at the end of the year. Equity on 31 March 2014 totalled 122 million euros, which compares with 140 million euros on 31 December 2013. The negative trend results mainly from the period net profit. PAGE 12 3M2014 REPORT NET DEBT 400 300 Metallic Construction 200 Solar RE Developer Holding 100 0 2012 2013 1Q2014 Note: Net Debt = Borrowings + Financial Leases (+/-) Derivatives – Cash and Cash Equivalents The Group’s Net Consolidated Debt at 31 March reached 330 million euros, 6 million euros below the value at the end of 2012 (336 million euros). The Group continues focused on reducing net debt, so it it is committed to the non-core asset sale process, especially of wind farms, solar projects and residually, from the sale of real estate projects, in order to achieve a debt level of 275 million euros or less by the end of 2014.