TPF PLANEGE - Consolidated Annual Report 2012 by TPF - CONSULTORES DE ENGENHARIA E ARQUITETURA, S.A.

Consolidated Report and Accounts

2012

Report and Accounts 2012

INDEX SOCIAL BODIES

............................................................................. 4

REPORT OF THE BOARD OF DIRECTORS Introduction .................................................................................... 6 Analysis of Accounts ....................................................................... 8 Works Performed during 2012 ...................................................... 12 Perspectives for 2013 ..................................................................... 36 Mandatory Legal Provisions .......................................................... 37 Final Remarks ................................................................................ 37

FINANCIAL STATEMENTS Balance Sheet at 31 December 2012 ............................................. 40 Presentation of Results by Nature at 31 December 2012 ................................................................. 41 Presentation of Changes in Equity ................................................. 42 Consolidated Presentation of Cash flows ...................................... 43

LEGAL CERTIFICATION OF ACCOUNTS, REPORT AND ADVICE OF AUDITOR Legal Certification of the Accounts ................................................ 45 Report and Advice of the Auditor .................................................. 48

Report and Accounts 2012 CONSOLIDATED MANAGEMENT REPORT Social Bodies

SOCIAL BODIES

Report and Accounts 2012 CONSOLIDATED MANAGEMENT REPORT Social Bodies

Board of Directors Jorge Maurice Banet Nandin de Carvalho, President Thomas François Hervé Spitaels, Member Fernando José Mena Gravito, Member Vitor Manuel Teixeira da Fonseca, Member António Sobral Rodrigues, Member

Table of the General Assembly Thomas François Hervé Spitaels, President Pedro Castro e Silva Palma e Santos, Secretary

Auditor Gomes Marques, Carlos Alexandre & Associada – SROC, represented by: - Carlos José Castro Alexandre, ROC n.º 692 - Vicente Pereira Gomes Marques, ROC n.º 669, Alternate

Report and Accounts 2012 CONSOLIDATED MANAGEMENT REPORT

CONSOLIDATED MANAGEMENT REPORT .

Report and Accounts 2012 CONSOLIDATED MANAGEMENT REPORT Introduction

1. INTRODUCTION The consolidation of TPF Planege Group comprises this year the following companies: TPF Planege SA, including its representations in Mozambique and in Romania, Prosistemas S.A and TPF Angola Lda. In the curricular and works part is considered Provia SA, company with which we reached an agreement for the acquisition of the whole capital by the end of the year 2012. However, the deed for the acquisition of the company by TPF Planege was signed only in early 2013. This is the confirmation that the TPF Planege Group is starting to grow within the TPF Group itself being in a permanent evolution. In fact, the sales increased from 12,8 M€ to 14,3 M€, that is a growth of about 12%, and the total revenues increased from 13,7 to 15,9 M€, representing an increase of 16%. These good performances are due to two types of reasons: (i) on one side is the exports capacity that the TPF Planege Group has been demonstrating, working at present regularly in various countries namely Romania, Algeria, Angola and Mozambique, where we have commercial representations or participated companies, and in Poland and Cape Verde where we work from Portugal premises; (ii) on the other side is the great variety of services being rendered within in the fields of architecture and engineering. Following this policy it has been possible to overcome the strong crisis of the Portuguese market, in which we invoiced this year only 11% of our sales, that is about 1,5 M€.

Report and Accounts 2012 CONSOLIDATED MANAGEMENT REPORT Introduction

However, with the reinforcement of our capacity of elaboration of studies and projects, during last year, in the fields of urban architecture and buildings, or in the field of engineering, in this case, mainly of infrastructures, it has been possible for us to export producing in Portugal, keeping thus a reasonable level of employment in Portugal. The year of 2012 was a decisive year because it contains a cycle and a phase of evolution that guaranteed to the company the instruments required for the consistent development of a multidisciplinary and integrative activity, in almost all the consultancy areas of engineering and architecture.

Thus, it has been possible to definitely guide the company to the future and to give it the best raw material existing in Portugal for that purpose â&#x20AC;&#x201C; the technical capacity of the Portuguese engineers and architects. Also relevant is to conclude that such an effort has allowed us to rejuvenate the company, integrating a generation of continuity.

Report and Accounts 2012 CONSOLIDATED MANAGEMENT REPORT Analysis of Accounts

2. ANALYSIS OF ACCOUNTS 2.1. GENERAL The accounts of TPF Planege for 2012 are quite good as can be confirmed in the different tables and graphics in annex. The economic and financial indicators concerning profitability and indebtedness continue to be good and as to this last one, in most cases, we have been able to improve the remarkable performance obtained in 2011. We would like to refer the significant improvement of the financial autonomy that is registering again values above 20% of the EBITDA.

2.2. ECONOMIC AND FINANCIAL CHARACTERIZATION In annexed table is made a comparison of the economic and financial indicators of the last 5 years, being evident an improvement in all ratios except in that of general liquidity that has even thus a value higher than 1,8. This reduction is due, however, to the deferral of about 2,75 million of revenues its inclusion in the current passive for purposes of the calculation of liquidity being in a certain way controversial. The ratio of profitability of the equity has improved and is even exceptional if compared to the other investment alternatives in the market. The EBITDA has improved in 14% and the net debt on EBITDA is still negative and better than that of 2011. The portfolio is following a good level and was of about 38 million euros by the end of 2012, more than 90% being in the external market.

Evolution of Revenues | figure 1 (in million Euros)

Report and Accounts 2012 CONSOLIDATED MANAGEMENT REPORT Analysis of Accounts

Economic and Financial Characterization | figure 2 Indicators

2012

2011

2010

2009

Financial Autonomy

23%

18%

23%

33%

189%

232%

152%

172%

Solvability

30%

22%

30%

49%

Return and Equity

27%

22%

10%

25%

GVA / Total Revenues

37%

57%

53%

57%

-0,8%

-2,3%

-1,2%

-0,8%

-3,4

-2,8

5,2

1,6

14%

11%

General Liquidity

Financial Results / Total Revenues Net Debt / EBITDA EBITDA / Total Revenues

Evolution of Employment | figure 3 (average number of collaborators on the 30th June of each year)

Report and Accounts 2012 CONSOLIDATED MANAGEMENT REPORT Analysis of Accounts

2.3. PRODUCTIVITY AND EMPLOYMENT With the continuous reduction of invoicing in the Portuguese market and as had already happened in 2011 in a much more severe way, the company continued to undertake the reduction of the number of its workers in Portugal, namely due to the conclusion of the contracts in the area of works management and supervision. The reduction of 5%, which took place in the total number of the workers, would have been much higher if, to compensate, had not taken place the admission of the personnel required for the export projects. For this reason the ratio of invoicing per worker presents a significant increase. In fact the rates for sale in exports are considerably higher, being for these reasons responsible for the noteworthy increase in general productivity. If we deduce to the invoicing the part participated by our sub-contracts, we conclude that there has also been an increase in the internal productivity of about 25%.

Evolution of Productivity | figure 4 (in Euros per worker)

2.4. EXPORTS The services exported by TPF Planege in 2012 reached 89% of the volume of invoicing, after having already reached 62% in 2011. This fact has enabled us to overcome the deep crisis existing in Portugal in the Construction sector. The export markets have been, by decreasing order of volume of invoicing: Angola, Algeria, Mozambique, Romania, Poland and Brazil, the first three representing about 4/5 of the global value of exports. When compared to 2011, Mozambique acquired some relevance being thus in 2012 our third market. Through our branch ProSistemas, we obtained new works in Cape Verde.

Report and Accounts 2012 CONSOLIDATED MANAGEMENT REPORT Analysis of Accounts

Following the pre-qualifications of the World Bank and EuropeAid, we presented proposals for several other countries of the Maghreb and Sub-Saharan Africa, although not having obtained yet positive results but that, however, we are convinced will be obtained. The new capacities of TPF Planed have enabled us to cover the two areas of consultancy characteristic of our sector, that is, either Studies and Projects, or Works Coordination and Supervision, with several proposals in the areas of Hydraulics and Environment, Agricultural Development, Buildings, Urbanism, Transports, Health and Housing, Commerce, Tourism and Industry.

Evolution of Exports | figure 5 (% of invoicing)

Report and Accounts 2012 CONSOLIDATED MANAGEMENT REPORT Works Performed in 2012

3. WORKS PERFORMED IN 2012 This chapter presents the main works executed by TPF Planege during the year of 2012 and in some cases those which, although obtained during 2012, will be executed only during 2013 and which may have a determinant impact for the strategy of TPF Planege or of its Group.

It is essential to consider that the works executed by TPF Planege, in the area of Studies and Projects (by antithesis to those of Works Coordination and Supervision), are mostly executed in Portugal, with Portuguese highly qualified architects and engineers supported by the technical, administrative and commercial staff that TPF Planege, its branches or the companies in which it holds the majority of the capital stock, has in almost all the countries where it operates.

To these local teams and to our expatriates we owe the good name and the “seal” of quality, professionalism and self-demand that is our hallmark.

To the resident team in Portugal that produces for the external market high quality architecture and engineering it is essential to recognize the competence, the commitment and the support given to all other export fronts.

We want to say also that although the projects described in Portugal in this report are not very well known, it is the team present in the headquarters that supports the good performance for the external market by the technical mobilization at the exact moment, by the selection of the best consultants for the execution of the tasks or by the economic and financial background of the company.

During the last few years we have been working for Portuguese architecture and engineering to be a “cluster” of excellence. A “cluster” is sustained by unquestionable technical, economic and financial capacities, but is developed by a rapid perception and understanding of the client needs, that is, the capacity to add value to the client’s project in a “click”.

Report and Accounts 2012 CONSOLIDATED MANAGEMENT REPORT Works Performed in 2012

ARCHITECTURE, URBAN PLANNING AND BUILDINGS

Report and Accounts 2012 CONSOLIDATED MANAGEMENT REPORT Works Performed in 2012

REHABILITATION OF THE HEADQUARTERS OF BPC IN LUANDA This building, situated in the heart of Luanda downtown can be observed from the whole Bay and forms an historical landmark. It has a basement and 21 floors above ground and a total gross area of 2

15.138 m . The rehabilitation consisted in the improvement of the whole inside but also of the façades, in order to provide them with the most modern and contemporary materials and in the integration of light as an element of design, keeping however the global architectural design of the existing building. TPF Planege in association with its branch TPF Angola, was selected for the coordination of the supervision of this rehabilitation, which will be started in early 2013.

NEW CITY OF DUNDO

During the year 2012 was continued the activity of coordination and supervision of the construction works of the new city of Dundo, which includes the supervision of the construction of 5.000 more apartments divided over 419 buildings with 5, 9, 11 and 18 floors. In addition to the 950.000 m2 of housing construction area, are also part of the new city 65.600 m2 of construction area for commerce, services, social equipment and equipment of infrastructures, 118.000 m2 of green spaces and roads, as well as the infrastructures of water, sewage, electricity and telecommunications.

This work, under the management of SONIP – Sonangol, Imobiliária e Participações, is an example of the urban development in Angola, where TPF Planege and TPF Angola have been participating since 2010.

Report and Accounts 2012 CONSOLIDATED MANAGEMENT REPORT Works Performed in 2012

NEW CENTRALITY OF CABINDA The new centrality of Cabinda is situated on the outskirts of the municipality, more precisely in the town of Tchibodo. Our mixed team PortugueseAngolan has been for a year in charge of the 2

supervision of this work of 145.186 m of social apartments. In addition to these 1002 apartments, divided by 90 buildings of 3 floors each (78 2

apartments of 123 m , 156 of 116 m , 384 of 121 m

and 384 of 98 m ), this urbanization comprises the 2

execution of about 70.000 m of communication 2

ways, 20.000 m of parking, 6,5 km of water networks, 4,3 km of domestic wastewater sewage and 7,8 km of storm water networks. This new urbanization will integrate also social equipment as a primary school, day care, commerce and a medical centre. Our services cover the work coordination and supervision. The Client is SONIP – Sonangol, Imobiliária e Participações.

INDUSTRIAL DEVELOPMENT CENTRE OF LUCALA – NORTH KWANZA Within the scope of the Industrialization Strategy of Angola, the Ministry of Industry of the Republic of Angola considered the Centre of Lucala as one of the priorities. The new Industrial Development Centre of Lucala will be situated at about 225 km of Luanda, allowing the installation of several industries in the zone with access to the National Road and to the railway between Luanda and Malanje. The construction of the Centre, where will be included a roadway and railway terminal, will be made by phases. On a first phase of 50 ha, integrated in a global area of 800 ha, is planned the installation of 80 industrial units with about 2.000 workers. Are being planned the support building required to the functioning administrative

the

Centre,

building,

namely

recycling

concierge,

centre,

Water

Treatment Station, Sewage Water Treatment Station, power generation station and building of operations and maintenance. The subdivision proposed for this territory based on a cross-linked structure defining regular blocks of greater or smaller dimension, in line with the forecasting zoning and correctly adjusted to the existing topographic development. The wide variety of lots offered renders flexible the integration of the different types of industry. Their dimensions are based on a modular array that allows the fusion of the various lots, being adjusted to industries with more demanding spatial

Report and Accounts 2012 CONSOLIDATED MANAGEMENT REPORT Works Performed in 2012

needs. TPF Planege is responsible for the elaboration of the Master Plan and for the execution projects of roadway infrastructures, water supply and drainage and treatment of domestic or industrial sewage, gas, telecommunications and electricity and for the projects of architecture and specialities for the various support buildings. Our client is the Ministry of Industry.

OFFICES BUILDING AND CALL CENTER OF MOVICEL IN TALATONA This is a building implanted on a lot with about 10.000 2

m , formed by 4 floors above ground, the ground level including Reception, Customer Service and Control of the Accesses to the building but which includes, also, the areas of Call Centre and Offices. The floors 1, 2 and 3 do not differ much between each other in their essence, the floor 1 having the specificity of allowing the direct access to the garden terrace created on the slab of the cover beam of floor 0. In the remaining is kept the general layout, characterized by the open space which occupies about 80% of the available useful area. On the floor 4 (terrace) are installed the remaining areas and the technical equipment that provides to the work zones the required HVAC conditions.

Report and Accounts 2012 CONSOLIDATED MANAGEMENT REPORT Works Performed in 2012

HOSPITAL OF THE SECURITY HOUSE OF THE PRESIDENT OF THE REPUBLIC In this case TPF Planege was called to make the adaptation of the pre-existing project to the new requirements having initiated the remodelling of the project of this hospital after the works having already been awarded. In three months the multidisciplinary team of hospital projects of TPF Planege reformulated the project having been able to execute it during the period in which “in loco” were taken measures for the improvement of the foundation grounds, which prevented the occurrence of any relevant delay in the work. This Hospital has about 100 beds for normal and VIP internment and a gross 2

construction area of about 18.100 m in three floors. The operating area has 5 operating rooms, a unit of intensive care with 12 beds and one for recovery with 8 beds. The hospital has the most modern means of treatment and diagnosis namely radiotherapy, x-ray, physical and rehabilitation medicine, laboratories, day hospital, general and paediatric emergency and all other infrastructures for its adequate functioning, Besides the Execution Project, prepared in the time record already mentioned above, TPF Planege, in association with TPF Angola, was in charge of the works supervision.

UNIVERSITY HOSPITAL OF STOMATOLOGY – DAN THODORESCU In the centre of the Romanian capital, this chirurgical maxillofacial hospital of 75 beds, five floors above ground and two buried will have several services, namely outpatient care, operating rooms, laboratories and also a unit for stomatology teaching. The project is in a phase of work launching.

Report and Accounts 2012 CONSOLIDATED MANAGEMENT REPORT Works Performed in 2012

ENVIRONMENT AND WATER RESOURCES

Report and Accounts 2012 CONSOLIDATED MANAGEMENT REPORT Works Performed in 2012

CERRO DA MINA DAM – SOMINCOR The works, located in the area of the Waste Landfill of Cerro do Lobo, at about 4 km of the industrial installations of Somincor, consider the construction of a dam, named Reservoir of Cerro da Mina, formed by a riprap landfill 28,2 m of maximum height above foundation, 629,0 m of crowning 3

development and 407.700 m of volume, to be constructed with materials from the excavation, as well as the respective flood spillway and bottom discharge. It is envisaged for the storage of residual water 3

of the industrial process, its storage volume being of 1.200.000 m . In parallel is planned the construction of a Retention Basin for Muds (Emergency Reservoir) obtained with the execution of an 3

excavation with 4 m of maximum height and 1.615 m of volume, of a diversion channel of storm waters with 775 m of extension and also of a landfill with 160 m of length and 7 m of height for the partition with the reservoir of Monte Branco. The work had a budget of 10 M€ and was started in mid-2012. Our intervention is of Work Coordination and Supervision.

ENVIRONMENTAL MONITORING OF THE HYDROELECTRIC IMPROVEMENT OF FOZ TUA During the year 2012 ProSistemas continued to guarantee the environmental monitoring of this Hydro-electrical Improvement, of the responsibility of EDP-Gestão da Produção de Energia, S.A. The study area involves five municipalities (Mirandela, Murça, Vila Flor, Alijó e Carrazeda de Ansiães) and the works cover the following Monitoring Programmes: Hydromineral Systems of Caldas de Carlão and of São Lourenço, Noise, Land Use and Territory Planning, National Programme of High Potential Hydroelectrical Dams (including the analysis of the results

Report and Accounts 2012 CONSOLIDATED MANAGEMENT REPORT Works Performed in 2012

arising from different studies of Biodiversity, Heritage and Sedimentary Transport), Climate, Quality of the Air and Socio-economy. This project, its entering into operation being planned for the end of 2015, involves an investment of 305 M€.

STUDY OF ENVIRONMENTAL IMPACT AND ENVIRONMENTAL MONITORING OF WIND FARMS During the year of 2012, ProSistemas continued to guarantee environmental monitoring (namely of bats, avifauna and flora) of the various Wind Farms, including over-equipment and power reinforcements, for various Clients. The Study of Environmental Impact of the Reinforcement of the Power of the Wind Farm of Barroso III in an area of 84 ha was also initiated. In this Study, besides the components integrating a Study of Environmental Impact, is also included the Plan of Environmental Follow-up of the Work, the Plan of Residues Management and the Plan of Recovery of Intervened Areas. The Power Reinforcement of the Wind Farm of Serra do Barroso III comprises the implantation of 3 wind turbines providing an installed production capacity of 6 MW and a production on an average year of 16,6 GWH. Each wind turbine will be installed in a tower with 85 m height and will have a power unit of 2000 kW.

INTERNAL EMERGENCY PLANS AND SYSTEMS OF ALARM AND ALERT OF DAMS The Internal Emergency Plans (IEP) of the Dams of Vilar, Andorinhas, Guilhofrei, Penide, and Varosa (of EDP) and of the Dams of Curalha, Mairos, Vale de Madeiro and Armamar (of DRAPN) have been developed having as reference the “Orientation Guide for the Elaboration of the Internal Emergency Plans for Dams” (ANPC and INAG, 2009), including the definition of the procedures to be followed in situations of emergency. Apart from the IEP for the dams of DRAPN has also been made the Execution Project of the System of Alert and Alarm (SAA) which will enable the physical realization / implementation of the IEP.

Report and Accounts 2012 CONSOLIDATED MANAGEMENT REPORT Works Performed in 2012

WORKS OF THE RESERVOIRS FOR THE CONTROL OF THE SOLID MATERIAL IN THE ISLAND OF MADEIRA

Following the projects undertaken, ProSistema started on 2012 the Technical Assistance to the construction of eight special reservoirs for the containment of the solid material of the streams of Jo達o Gomes and Santa Luzia, their works being included in a set of actions undertaken for the minimization of the effects associated to torrential watercourses that regularly ravage the island of Madeira.

REHABILITATION OF HUAMBO ZOO The Project of Rehabilitation of Huambo Zoo was awarded to ProSistemas, but in fact have been involved in it also TPF Planege and TPF Angola. The intervention area is of about 30 ha, that includes an area for exhibition of wild animals, an educational farm (livestock), areas for restaurants, bars, terraces, small shops, an outdoor auditorium, landscaped areas with a strong presence of water and of green elements of the Angolan flora, entrance doors for service and for the public and service parking.

The

specialities

project

regarding

comprises water

multiple

supply

(public,

irrigation and fire), basic sanitation, electrical installations,

lighting

and

sound

and

communication (bridges and roads). Included is also an Exploration Project for the Zoo.

Report and Accounts 2012 CONSOLIDATED MANAGEMENT REPORT Works Performed in 2012

CHERTIOUA DAM The Preliminary Project of Chertioua dam had a great development during the year of 2012. After being chosen by ANBT (Agence Nationale des Barrages et Transferts), the variant solution to be used, were concluded the missions concerning the Study of Environmental Impact, the Study of Floods in Case of Rupture. The Profitability Study of the Improvement and Study of Erosion Protection of the Hydrographical Basin, culminated with the presentation of the preliminary version of the Preliminary project in September. The studies included the physical model of the flood spillway developed in partnership with LNEC (National Laboratory of Civil Engineering) for the undertaking of the tests in 3 reduced model. Chertioua Dam is a zoned embankment dam (landfill volume: 1,2 hm and a maximum height of 45 m), located near Bordj Zemmoura, Wilaya of Bordj Bou ArrĂŠridj, in Algeria.

CHAFROU AND BEJA DAMS Once approved the respective Preliminary Studies with the comparison of alternative solutions for the volume of the reservoir and for the structural solution of the dam for the General Directorate of Dams and Great Hydraulic Works (DG/BGTH) of the Ministry of Agriculture of the Republic of Tunisia, it was possible to conclude the Preliminary Project of Chafrou in March and that of Beja in August of 2012. Subsequently was performed a mission to provide an understanding of the characteristics of the place of implantation of the works and of the dam reservoir, and a first advice to DGBGTH, before presenting the report for the validation of the designed solutions. The dam of Beja, located in Bou Rouha river, 5 km from the city of Beira, is intended for the irrigation of a perimeter of about 1 100 ha, in the environing zone of the reservoir and for the reinforcement of water supply to the city of Tunes. It is a zoned rockfill embankment, with a concrete waterproofing curtain in the upstream parament, with a height of 47 m above the foundations and with a landfill 3 volume of 440 000 m . The dam located in Chafrou river, affluent of the main river of Tunisia (Oued Mjerda), in the district of Manouba, is envisaged to ensure the rolling of the floods of this river in order to reduce the impact of the floods in the valley downstream. It has a height of 21m above the foundation and a filling volume of 3 about 30 000 m .

Report and Accounts 2012 CONSOLIDATED MANAGEMENT REPORT Works Performed in 2012

AGRICULTURAL AND URBAN HYDRAULICS

Report and Accounts 2012 CONSOLIDATED MANAGEMENT REPORT Works Performed in 2012

WORKS OF THE COMPLEX FOR MULTIPLE PURPOSES OF ALQUEVA Following the execution of the projects, ProSistemas continued in 2012 the Technical Assistance to the construction of various integrated works in the Complex for Multiple Purposes of Alqueva, namely in the blocks of Pedr坦g達o and Ervidel.

IRRIGATION PERIMETERS IN CAPE VERDE

In Cape Verde is to be highlighted the awarding to ProSistemas of a study in the area of Agricultural Hydraulics for the Ministry of Rural Development. This study, which was started by the end of 2012, is an irrigation project of six perimeters, from six dams, four in the island of Santiago, one in the island of Santo Ant達o and another one in the island of S達o Nicolau. These perimeters will form an important milestone for the development of Cape-Verdean agriculture due to their contribution for the well-being of the populations and for the reinforcement of the markets of agricultural products. Besides the projects of infrastructures, the technical body will give training to the future beneficiaries of the complexes in the areas of agricultural production and economy, land use and of water and irrigation systems and technologies.

Report and Accounts 2012 CONSOLIDATED MANAGEMENT REPORT Works Performed in 2012

REHABILITATION OF THE PUMPING STATION OF OLIVAIS - LISBON This project was developed essentially by our branch ProSistemas, the intervention of TPF Planege being mainly at the level of some Project Specialities. The Pumping Station of the High Zone of Olivais guarantees the transfer of the flows coming from Tagus Aqueduct for the High Zone of the Distribution network of the city of Lisbon. It is one of the distribution centres of major importance of the cityâ&#x20AC;&#x2122;s network, being fed by Tagus Aqueduct. The electro-pump groups installed have the capacity to pump 3

the nominal flow of 2.293 m /h (0,640 m /s), can operate in the regime of four units in parallel, plus a unit of mechanical reservation, for a nominal pumping height of 124 m. The following infrastructures have been object of study and development: (1) Intake Water House of Tagus Aqueduct; (2) Discharge Chamber; (3) Pumping Station; Civil Construction (extension, coatings and cover), (4) Hydro-pneumatic Reservoirs (substitution/remodelling of conducts); (5) Hydro-mechanical Equipment (reformulation of the aspiration and compression circuits and pumping groups), and (6) Electrical Part (total).

WATER SUPPLY NETWORKS AND DOMESTIC CONNECTIONS OF THE CITY OF UIGE The works will take place over 36 months and consist in the design and construction of 120 km of water supply networks and of more than 10.000 household connections, including excavation, installation of pipes and fittings, filling, tests and commissioning. This contract, financed by the World Bank and promoted by the Contracts Financial and Management Unit (FCMU) of the National Directorate of Water and Sanitation (DNAAS) of the Ministry of Energy and Waters (MINEA), will have a construction cost of 9,4 M USD. The works will be started in 2013 and TPF Planege intervention, in an Association basis, consists in the revision of the execution project prepared by the contractor and in the coordination and supervision of the work.

Report and Accounts 2012 CONSOLIDATED MANAGEMENT REPORT Works Performed in 2012

MILLENIUM CHALLENGE ACCOUNT CAPE VERDE II

In Cape Verde we must refer the works of our branch ProSistemas, for the Millenium Challenge Account (MCA) Cape Verde II, TPF Planege being also involved providing means and specialized consultants.

One of the studies is predominantly institutional and intended to assess the number of multi-municipal systems to create the island of Santiago and to determine the entrepreneurial structure to be adopted by the managing entity of these systems. The second study, envisages the definition of the short term measures to be implemented within the scope of water supply and sanitation of the island of Santiago, to solve the present more urgent problems, within a wider Master Plan on the solutions to be implemented on the medium and long terms to solve the problems of water supply and sanitation for a horizon of 25 years.

Report and Accounts 2012 CONSOLIDATED MANAGEMENT REPORT Works Performed in 2012

REHABILITATION OF THE DRAINAGE SYSTEM OF THE CITY OF BEIRA - MOZAMBIQUE The contract for this work approved by the AIAS (Administration of the Infrastructures of Water Supply and Sanitation) was obtained due to the capabilities of our branch ProSistemas. It is global consultancy work, comprising the works project and supervision, financed by the World Bank and aimed at improving the network of drainage channels of the city of Beira, essential for the water runoff of the centre of the city, quite flat and sometimes below the sea level. Initially the work consists of an exam and diagnosis of the current situation, in order to establish a rehabilitation solution to be detailed during the phases of execution project. It is also planned to carry out the assessment of the environmental impacts of the works and includes as well the resettlement plans required to transfer the populations affected by the works. On a second stage our intervention will consist in the evaluation of the proposals for the work and in the coordination and supervision of planned works. The starting date of the project works is scheduled for June 2013.

Report and Accounts 2012 CONSOLIDATED MANAGEMENT REPORT Works Performed in 2012

COMMUNICATION NETWOKS

Report and Accounts 2012 CONSOLIDATED MANAGEMENT REPORT Works Performed in 2012

REHABILITATION OF BRIDGES IN PORTUGAL

Integrating the Rehabilitation Programme of the National Works of Art, TPF Planege was responsible for the design of the reinforcement extension and rehabilitation projects of various roadway works of art in Portugal, namely:  NR6 – Bridge over Jamor Stream; EN266 – km 12+200 – Rehabilitation and Structural Reinforcement of the Upper Passageway to the Railway line; NR243 – Bridge over Ulme Stream; NR206 – Pontoon over Macieira Stream; Pontoon of Casal Novo and Jetty over Pena stream; RN1 – km262+905 – Escravilheira Bridge over Ul River; and Pontoon of Balsa, PH8, Pontoon over Real Stream, Jetty of Sobral, Bridge over Preces Stream and bridge over Vale dos Ovos Stream. The works that are part of a set of interventions planned for the national networks of the Works of Art, under the responsibility of EP – Estradas de Portugal, S.A., include besides the execution of the main inspections using tests for the identification and characterization of pathologies and anomalies, the project of technically adequate solutions for the recovery and maintenance of the Works of Art.

SUBCONCESSION OF INTERNAL DOURO IC5 – SECTION NODE POMBAL / NOZELOS (IP2) The Section of the IC5 – Node of Pombal / Nozelos (IP2) has a total extension of 24,1 km, earthworks: in 3

excavation of 3.200.000 m and in embankment: 2.500.000 m . The lane is simple but duplicated in the connection Nodes. The geometry of the design was set for a design speed of 90 km/h, the section having two uneven connections nodes in Carrazeda de Ansiães and in Vila Flor. The project covers several works of art, namely 2 viaducts, 10 Upper Passageways, 9 Inferior Passageways and 8 Agricultural Passageways and also the reestablishment of roads, paths and connections to the environing zones with an extension of 12,7 km, the lighting of the Connection Nodes and a Technical Roadway Channel. Through our branch ProVia, acquired already in February 2013, but with which we

Report and Accounts 2012 CONSOLIDATED MANAGEMENT REPORT Works Performed in 2012

had been cooperating for many months, TPF Planege has been responsible for the revision of the projects of part of the specialities, namely of the hydraulic and electrical components.

NORTH CONCESSION - A7 – SUBSECTION AVE/WEST GUIMARÃES - IMPROVEMENT This contract consisted in the elaboration of the Execution Project for the Improvement of the subsection Ave/West Guimarães of Famalicão/Guimarães section of the A7, of the North Concession. This is a section with 9 km of Full Via, between PK 33+325 and 42+650, and of the Nodes of Ave and West Guimarães. The project included several studies, namely Characterization of the Existing Situation, Project of the Paving having into account the traffic values and the characterization of the existing situation (tests made and visual inspection), Drainage Project, Projects of Signalling and Safety Equipment, Project of Substitution of the Expansion Joints, Measurements and Budget.

Report and Accounts 2012 CONSOLIDATED MANAGEMENT REPORT Works Performed in 2012

SUBCONCESSION OF PINHAL INTERIOR The Sub-concession of Pinhal Interior is formed by 31 Lot, in a total of 520 Km of roadway infrastructures, from which about 163 Km are new construction, divided into 10 lots. The contracted works included the revision of the projects and the elaboration of technical advices concerning the lots with new construction namely in the specialities of: Implantation and Topographic Support; Geology and Geotechnical; General Design; Connection Nodes, Reestablishments; Drainage; Paving; Safety Equipment, Signalling; Roadway Technical Channel; Lighting; Sealing; Affected Services; Support Structures; Expropriations; Service Areas and Environmental Components. Within the scope of this Sub-concession has also been made Roadway Safety Audits to all Lots, in the phases of Definition of the Design Geometry, Execution Project and PreOpening to the Traffic.

SUBCONCESSION OF LITORAL ALGARVE This contract consisted in the execution of Roadway Safety Audits for the Sub-concession of Litoral Algarve, the works having taken place from 2009 to the end of the year 2012, having been interrupted due to the economic situation of the country. The Sub-concession of Algarve is developed in a total extension of 260 km, integrating 29 connection nodes and 75 roundabouts. This extension was divided into 32 sections, 90 km corresponding to new design and 170 km to the improvement of existing roads. The Audits of Roadway Safety have been made for each section and in each one of the Project phases (Basic Project, Execution Project and Pre-opening to the Traffic), the main objective being the identification of eventual roadway safety problems required to improve the conditions of the lanes and minimizing the consequences of the deficiencies detected. The specialities of the project have been audited simultaneously, being referred as more relevant the design of the full via, including connection nodes and level intersections, drainage, paving, lighting, signalling and safety equipment.

Report and Accounts 2012 CONSOLIDATED MANAGEMENT REPORT Works Performed in 2012

REHABILITATION OF THE NATIONAL ROAD N260 BETWEEN CHIMOIO AND ESPUNGABERA

One of the key projects of TPF Planege in Mozambique is the supervision of the national road N260 between Chimoio and Espungabera, which is being undertaken under the Portuguese cooperation. It is the extension to two tracks of the platform of the road between the city of Chimoio and the border in Zimbabwe, Espungabera, with an extension of 230 km. Besides the extension of the platform to 9,4 m, the works comprise earthworks, drainage, paving, as well as studies of the various metal bridges of the Balley type along the design, to confirm the need for their substitution. TPF Planege is the leader of the association of the works supervision, where is also included the Portuguese company Pengest and the Mozambican Consulted. The works will be extended until mid-2014.

ROADWAY CONNECTION LUANDA/HUAMBO/BENGUELA The works were focused on the corridor Luanda/Huambo/Benguela, in an approximate extension of 1.600 km. The objective of the work was to make an analysis and diagnosis of the existing situation, forecast the traffic and based on this prediction and on the perspectives of socio-economic development, to characterize the expected evolution of the roadway networks and respective connections to the roads being studied. During the execution of this work field works have been made consisting in the execution of questionnaires origin/destination and in the counting of traffic, in about 18 posts along the roadway axes in study, and in the roadway inventory and analysis of the circulation conditions in the existing roadway network. The development of the studies was made in Argentina.

Report and Accounts 2012 CONSOLIDATED MANAGEMENT REPORT Works Performed in 2012

CONSTRUCTION OF THE EXPRESSWAY S2 – SECTION KONOTOPA-PULAWSKA The construction of the Highway S-2 - section Konotopa – Puławska – together with the construction of the connection MPL Okęcie and Marynarska (S-79) in Warsaw is part of an important investment and regards the construction of the Expressway A2 Poznan-Lodz-Warszawa-Biala Podlaska that guarantees the crossing of Warsaw. The central section of the expressway S-2, together with the S-79, will guarantee the direct access to the International Airport of Warsaw. The project includes the construction of 2 sections of 6 circulation tracks (2 tracks with 3 lanes each) in the expressways S2 and S79, 4 nodes and multiple works of art (bridges, viaducts, passageways for pedestrians, roads and railway tunnels). Our intervention has been in the support to the company of the group in the coordination and supervision of the work. The Work Value is of 5,8 M€.

REMODELLING OF THE HIGHWAY A4 – SECTION WORCLAW-SOSNICA The project consists in the remodelling of the highway A4 - section Worclaw-Sosnica having into account the collection of tolls after this year of 2013. Thus, it includes to put into operation a system of tolling and a network of emergency telephones and to restructure the service areas. TPF Planege works together with TPF Poland as indicated, that is, giving backstage technical support to the local teams.

Report and Accounts 2012 CONSOLIDATED MANAGEMENT REPORT Works Performed in 2012

REHABILITATION OF ROADS IN BUCHAREST

After having been awarded to us, in 2011, the supervision of the works of 11 important roads in the capital Bucharest for general remodelling, have been awarded now in 2012 41 more avenues and roads in Bucharest. The works comprise the complete rehabilitation of roads and urban infrastructures namely storm-water drainage, water supply networks and sanitation networks, sidewalks, parking areas and bus stops and road signalling. The works will also continue during 2013.

NEW RAILWAY LINE OF THE “HAUT PLATEAUX”

The execution of a single track railway line connecting the “willayas” of Relizane, Tiaret and Tissemsilt, 3

has an extension of 185 km. Are forecasted earthworks that reach 34.000.000 m and the execution of numerous works of art already dimensioned for two ways, in the perspective of a future duplication. In their total it includes 78 railway bridges, 45 roadway upper passageways and an inferior passageway for pedestrians, representing 12.000 m of works of art. There are also 5 tunnels with the total length of 3

3.477 m. Once concluded this line with 26.646 tons of UIC 60 rails, 341.333 m of ballast and 356.140 units of bi-block concrete sleepers will allow a circulation speed of 160 km/h. Modern signalling and

Report and Accounts 2012 CONSOLIDATED MANAGEMENT REPORT Works Performed in 2012

telecommunication systems have also been considered as well as, within a near future, the electrification of this network. TPF Planege is in charge of works coordination and supervision. The works value is of about 936 M€ and its conclusion is planned for 2016. The client is ANESRIF (Agence Nationale d’Etudes et de Suivi de la Réalisation des Investissements Ferroviaires).

NEW RAILWAY LINE TLELAT- TLEMCEM Within 2 to 3 years Oued Tlelat, near Oran and the “willaya” of Tlemcen, separated of about 132 km will be connected by a new double way electrified railway line and for high speeds of circulation of 220 3

km/h. This ambitious project provides for the movement of about 23.214.090 m of earthworks and the construction of 14.000 m of viaducts, 1.500 m of tunnels, three stations and 16.334 m of rail between which 96 via crossings. ANESRIF is the Work Owner the budget being of 1.500 M€. TPF Planege is the leader of the Association which includes also the Spanish company GETINCSA and the Algerian SAETI.

Report and Accounts 2012 CONSOLIDATED MANAGEMENT REPORT Perspectives for 2013

4. PERSPECTIVES FOR 2013 On the point of view of the TPF Planege Group, some significant changes are expected for 2013 that we hope will have positive impacts in our activity, namely the following: a) Fusion of TPF Planege with Prosistemas and Provia, planned to take place during the first trimester of 2013; b) Capital increase of TPF Planege in TPF Angola, having then clearly most of the capital; c)

Participation Augmented to 95% in TPF Mozambique.

The perspectives for 2013 in Portugal seem to be even paler than those we had at the beginning of 2012. Nevertheless, our portfolio of works enables us to hope to reach a level of exports the same order of magnitude as that of last year and eventually, even a little bit higher. A difficult year is waiting for us, considering the augmentation of the international competition produced by the European crisis that is not expected to get better during the course of next year. But at the same time a big challenge is waiting for us as we are going to integrate ProSistemas and ProVia in TPF Planege. This fusion has all the conditions to be well succeeded as in fact the three companies have been working, in practice, under the same organizational chart, since the end of 2012. This fusion will enable us to increase our competitive capacity as we will have in house almost all the disciplines of the infrastructural engineering. Thus we have to get to the end of 2013 with a portfolio better than that which we had by the end of 2012, this being already announced by the beginning of this year, as until the end of March the works obtained were already of about 9,0 Mâ&#x201A;Ź. We hope thus, during this year of 2013, to structure and reinforce our presences in the traditional markets, Algeria and Angola, to strengthen our branches in Mozambique, Cape Verde and Romania, and to continue to support the companies of the Group, especially in Poland, Senegal and Brazil.

Report and Accounts 2012 CONSOLIDATED MANAGEMENT REPORT Perspectives for 2013

The fusion will impose a strategic renovation and the re-launching of the company to face new challenges and markets, thinking in terms of the next five years. The critical mass that we have now, with a new generation of experts emerging and assuming new responsibilities will give us the required energies to win and overcome this extremely delicate phase of the Portuguese history.

Report and Accounts 2012 CONSOLIDATED MANAGEMENT REPORT Mandatory Legal Provisions and Final Remarks

5. MANDATORY LEGAL PROVISIONS

Following the required legal dispositions, we inform that at 21 of December 2012 there were no debts of taxes to the State or of contributions to the Social Security.

6. FINAL REMARKS

The Board of Directors would like thank the effort and professional dedication of all the Collaborators of the Company, the trust of our Clients and Suppliers and the support received from the Official Entities and the Banks, as well as from the Table of the General Assembly and from the Auditor.

.Lisbon, 12th April 2013

Report and Accounts 2012 CONSOLIDATED MANAGEMENT REPORT Mandatory Legal Provisions and Final Remarks

THE BOARD OF DIRECTORS

Jorge Maurice Banet Nandin de Carvalho, President

Thomas François Hervé Spitaels, Member

Fernando José Mena Gravito, Member

Vitor Manuel Teixeira da Fonseca, Member

António Sobral Rodrigues, Member

Report and Accounts ’12 CONSOLIDATED MANAGEMENT REPORT Consolidated Financial Statements

CONSOLIDATED FINANCIAL STATEMENTS

Report and Accounts â&#x20AC;&#x2122;12 CONSOLIDATED MANAGEMENT REPORT Consolidated Financial Statements

CONSOLIDATED BALANCE SHEET at 21 December 2012 Currency: EUR

ITEMS

Notes

DATES

31-12-2012

31-12-2011

ASSETS Non current assets: Tangible fixed assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .5,. .8. . . . . . . . . . 187.463,27 ............

122.130,88

Goodwill . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .6. . . . . . . . . . . 134.560,84 ...

168.389,86

Intangible assets. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7. . . . . . . . . . . . .21.569,24 .......

4.851,45

Investments-equity method. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9. . . . . . . . . . . . 28.153,92 ............... Investments-other methods . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10 . . . . . . . . . . . . .27.996,73 . . . . . . . . . . . . . . . 24.258,91 Other financial assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .11 . . . . . . . . . . . .292.276,59 ............

298.535,54

Deferred tax assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12 . . . . . . . . . . . . . 37.770,77 ..........

11.683,60

729.791,36

629.850,24

Customers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .13 . . . . . . . . . . 7.161.101,15 ......

7.928.689,30

Current assets: Suppliers advance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 406,18 ...... State and other public entities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .14 . . . . . . . . . . . .331.173,87 . . . . . . . . . . . . . . . .48.699,84 .. Other accounts receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .15 . . . . . . . . . . 2.380.331,32 . . . . . . . . . . . . . . . .3.222.657,59 . Deferrals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16 . . . . . . . . . . . . 341.857,63 ...

267.480,82

Cash and bank deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 . . . . . . . . . .10.298.898,25 . . . . . . . . . . . . . . . .9.749.685,48 20.513.768,40

21.217.213,03

Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21.243.559,76 ......

21.847.063,27

EQUITY AND LIABILITIES Equity: Paid-up Capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .17 . . . . . . . . . .1.524.600,00 .........

1.524.600,00

Legal reserves . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18 . . . . . . . . . . . . 175.425,46 .......

144.706,47

Other reserves . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19 . . . . . . . . . . . . . .2.280,47 .....

2.280,47

Results transferred . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.826.998,16 ............

1.274.654,15

Other changes in equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -1.136,58 ............. Net profit for the period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.332.626,76 .............. Minority interests . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4.860.794,27 .....

891.731,68 158.501,17 3.996.473,94

Liabilities: Non current liabilities: Obtained financing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8, . .20 . . . . . . . . . . .862.438,58 ...........

945.116,70

Other accounts payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21 . . . . . . . . . . .4.679.650,83 . . . . . . . . . . . . . . .7.762.979,78 . 5.542.089,41

8.708.096,48

Suppliers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .22 . . . . . . . . . . 1.674.238,42 ......

1.584.972,63

Current liabilities: Customer advances . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .1.478,66 .......... State and other public entities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .14 . . . . . . . . . . . .654.618,98 . . . . . . . . . . . . . . .427.586,44 .... Obtained financing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .8,. 20 . . . . . . . . . .1.832.784,53 .............

4.527.254,10

Other accounts payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21 . . . . . . . . . . .3.868.098,14 . . . . . . . . . . . . . . .2.535.155,47 . Deferrals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16 . . . . . . . . . . 2.809.457,35 ......

67.524,21

10.840.676,08

9.142.492,85

Total liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .16.382.765,49 ........

17.850.589,33

Total equity and liabilities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .21.243.559,76 . . . . . . . . . . . . . . .21.847.063,27 .

THE OFFICIAL ACCOUNTS EXPERT

THE BOARD OF DIRECTORS

Report and Accounts â&#x20AC;&#x2122;12 CONSOLIDATED MANAGEMENT REPORT Consolidated Financial Statements

CONSOLIDATED PRESENTATION OF RESULTS BY NATURES Period ending at 31 December 2012 Currency: EUR

INCOME AND EXPENSES

Notes

PERIODS

31-12-2012

31-12-2011

Sales and services rendered . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .23 . . . . . . . . . . 14.336.021,03 . . . . . . . . . . . . . . . .12.883.091,49 .................................. Operating subsidies. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .63.483,19 . . . . . . . . . . . . . . . . 3.662,34 .............................. Profit/loss charged of subsidiaries, associates and joint ventures. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24 . . . . . . . . . . . . . 181.267,22 . . . . . . . . . . . . . . . 283.180,70 ................................ External service ans supplies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .25 . . . . . . . . . . .-7.445.675,92 . . . . . . . . . . . . . . . -5.391.733,30 .................................. Personnel expenditure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .26 . . . . . . . . . . .-5.045.679,47 . . . . . . . . . . . . . . . -5.943.164,31 .................................. Impairement of receivables (losses/reversals)

64.100,41

-298.171,04

Other income and earnings. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27 . . . . . . . . . . . . 1.252.257,67 . . . . . . . . . . . . . . . . .527.217,00 ................................ Other expenses and losses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28 . . . . . . . . . . . -1.195.519,68 . . . . . . . . . . . . . . . . .-484.721,30 ................................

Earnings before depreciation, tax and finance costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .2.210.254,45 . . . . . . . . . . . . . . .1.579.361,58 .................................

Expenses/reversals of depreciation and amortisation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .5,. .7. . . . . . . . . . . .-71.449,88 . . . . . . . . . . . . . . .-57.964,39 ................................ Impairement of depreciable/amortisable assets investments (losses/reversals)

-33.829,02

-41.716,62

Operating result (before financing expenses and taxes) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .2.104.975,55 . . . . . . . . . . . . . . . 1.479.680,57 .................................

interest and similar expenses incurred . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29 . . . . . . . . . . . . .-121.844,09 . . . . . . . . . . . . . . . -322.550,06 .................................

Earning before taxes

1.983.131,46

1.157.130,51

Tax on income fo the period. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30 . . . . . . . . . . . . .-650.504,70 . . . . . . . . . . . . . . . -264.619,27 .................................

Net Profit for the period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .1.332.626,76 . . . . . . . . . . . . . . . . 892.511,24 ................................

Net Profit for the period attributable to: Shareholders of the parent company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.332.626,76 . . . . . . . . . . . . . . . . . 891.731,68 ................................ Minority interests . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 779,56 ............................. 1.332.626,76

892.511,24

Result per share basic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

THE OFFICIAL ACCOUNTS EXPERT

THE BOARD OF DIRECTORS

Report and Accounts â&#x20AC;&#x2122;12 CONSOLIDATED MANAGEMENT REPORT Consolidated Financial Statements

PRESENTATION OF CHANGES IN EQUITY Consolidated Accounts

IT EM S

N OT ES

PA ID - U P C A PIT A L

Balance on 01.01.2011

904.552,00

LEGA L R ESER V ES

132.947,32

OT HER R ESER V ES

2.280,47

T R A N SF ER R ED R ESU LT S

OT HER C HA N GES IN EQU IT Y

1.046.660,95

N ET R ESU LT F OR T HE PER IOD

235.182,96

M IN OR IT Y IN T ER EST S

T OT A L EQU IT Y

2.321.623,70

4.569,39

Changes during period: Other recognised changes in equities

4.569,39

Net result for the period

891.731,68

Full result

891.731,68

896.301,07

620.048,00

Operations of equity Holders for the period: Achievements equity

620.048,00

Distributions

Other operations

Balances on 31.12.2011

11.759,15 -

620.048,00

11.759,15

1.524.600,00

144.706,47

2.280,47

223.423,81 -

-235.182,96

158.501,17

223.423,81

-235.182,96

158.501,17

778.549,17

1.274.654,15

891.731,68

158.501,17

3.996.473,94

Changes during period: Conversion differences of financial statements

-1.136,58

-1.136,58 -1.136,58

Net result for the period

1.332.626,76

Full result

1.332.626,76

1.331.490,18

Operations of equity Holders for the period: Distributions

Other operations

Balances on 31.12.2012

THE OFFICIAL ACCOUNTS EXPERT

1.524.600,00

30.718,99 30.718,99 175.425,46

861.012,69

-308.668,68

2.280,47

552.344,01 1.826.998,16

-1.136,58

-891.731,68 -891.731,68 1.332.626,76

-158.501,17 -158.501,17 -

-467.169,85 -467.169,85 4.860.794,27

THE BOARD OF DIRECTORS

Report and Accounts â&#x20AC;&#x2122;12

CONSOLIDATED PRESENTATION OF CASH FLOWS Period ending at 31 December 2012 Currency: EUR

ITEMS

Notes

PERIODS

31-12-2012

31-12-2011

Cash flows from operating activities - direct method Revenues from clients. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .16.318.670,40 . . . . . . . . . . . . . . . 23.041.225,17 ................................

Payments to suppliers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -5.893.563,81 . . . . . . . . . . . . . . . .-5.651.756,92 ................................ Payments to the staff . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -4.034.618,62 . . . . . . . . . . . . . . . -6.304.967,99 .............. Cash generated from operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.390.487,97 . . . . . . . . . . . . . . .11.084.500,26 ................................ Payment/Receipt of income tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -362.400,48 . . . . . . . . . . . . . . . .-165.162,78 .............................. Other revenues/payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -2.219.955,41 . . . . . . . . . . . . . . . -1.279.339,88 .............................. Cash flow from operating activities (1)

3.808.132,08

9.639.997,60

Cash flow from investing activities Payments relating to: Tangible assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -152.916,49 . . . . . . . . . . . . . . . . .-74.911,78 ............................. Intangible assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .-31.487,00 . . . . . . . . . . . . . . . . -5.966,73 ............ Financial Investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -635.010,00 ..............................

Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .320.000,00 .............................. Revenues from

Tangible assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.010,00 . . . . . . . . . . . . . . .22.411,00 ............................. Financial Investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 100,00 .......................................... Interests and similar revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 201.862,37 . . . . . . . . . . . . . . . . .12.643,21 ....................... Cash flow from investing activities (2)

19.568,88

-360.834,30

1.459.870,88

4.862.500,00

Cash flow from financing activities Revenues from: Obtained financing

Achievements of capital and other equity instruments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .620.048,00 .............................. Payments relating to:

Obtained financing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .-4.237.018,57 . . . . . . . . . . . . . . .-5.285.588,74 ................................ Interests and similar revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -145.474,13 . . . . . . . . . . . . . . . .-320.189,96 .............................. Dividends . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -303.225,92 .............................................. Cash flow from financing activities (3)

-3.225.847,74

-123.230,70

Variation of cash and similar ( 1 + 2 + 3 ) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 601.853,22 . . . . . . . . . . . . . . 9.155.932,60 ...............................

Effect of exchange differences . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .-52.882,75 . . . . . . . . . . . . . . . .12.480,83 .............................

Cash and similar of the beginning of period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4. . . . . . . . . . . 9.749.928,27 . . . . . . . . . . . . . . . . .581.594,84 .............................. Cash and similar at the end of period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 . . . . . . . . . . .10.298.898,25 . . . . . . . . . . . . . . . .9.749.928,27 ...............................

THE OFFICIAL ACCOUNTS EXPERT

THE BOARD OF DIRECTORS

Report and Accounts ’12 CONSOLIDATED MANAGEMENT REPORT Legal Certification of Accounts, Report and Advice of the Auditor

LEGAL CERTIFICATION OF ACCOUNTS, REPORT AND ADVICE OF AUDITOR

Report and Accounts â&#x20AC;&#x2122;12 CONSOLIDATED MANAGEMENT REPORT Legal Certification of Accounts, Report and Advice of the Auditor

Report and Accounts ’12 CONSOLIDATED MANAGEMENT REPORT Legal Certification of Accounts, Report and Advice of the Auditor

gn a LEGAL CERTIFICATION OF ACCOUNTS Introduction 1–

We have examined the consolidated financial demonstrations of “TPF PLANEGE – CONSULTORES DE ENGENHARIA E GESTÃO, SA”, which include the Balance Sheet as at 31st December 2012 (which presents a total of 21 243 560 and a total of equity of 4 860 794 euros, including a net result of 1 332 627 euros), the Consolidated Demonstration of results by nature and the Demonstration of the cash flows of the exercise which ended on this date, as well as the corresponding Annex.

Responsibilities 2–

It is the responsibility of the Board of Directors to prepare the consolidated financial demonstrations which present, in a true and appropriate way, the financial position of the various entities included in the consolidation, the consolidated result of their operations and the consolidated cash flows, as well as the adoption of adequate policies and criteria of accountancy and the maintenance of a system for the adequate internal control.

3 – Our responsibility is to express our professional and independent opinion, based on our examination to the financial demonstrations. Scope 4–

The examination which we have undertaken was done according to the Technical Standards and directives of Revision/Auditing of the Association of Official Auditors, which require that it is executed and planned with the objective of obtaining an acceptable level of certainty on the fact that the consolidated financial demonstrations are free of materially important distortions. For this purpose the examination made included:

GOMES MARQUES, CARLOS ALEXANDRE & ASSOCIADA SROC Headquarters: Rua da Tascoa Edif. CREL Bela Vista, Floor 2, Room F Massamá 2745-003 QUELUZ Tel.214308830 Fax214308839 email:geral@gmca-sroc.pt; TAX PAYER NO.PT 503 598 941 Capital Stock 10.000,00 € Inscription Associ.Auditors no.137

Report and Accounts ’12 CONSOLIDATED MANAGEMENT REPORT Legal Certification of Accounts, Report and Advice of the Auditor

gn a -

The verification of the financial demonstrations of the entities included in the consolidation to have been adequately examined and for the significant cases in which they have not been, the verification, on a sample basis, of the support of the amounts and information which they include and the evaluation of the estimates, based on considerations and criteria established by the Board of Directors, used for their preparation.

- The verification of the operations of consolidation; - The analysis if the accounting criteria adopted are adequate, their application uniform and their communication having into account the circumstances. - The verification of the application of the principle of continuity; and - The appreciation if, in general terms, the presentation of the financial demonstrations is adequate. 5 – Our examination included the verification of the correspondence of the consolidated management report with the consolidated financial demonstrations. 6 – We consider that the analysis made enables us to express our opinion on an acceptable basis. Opinion 7 – According to our opinion the mentioned consolidated financial demonstrations present, in a true and appropriate way, in all materially important aspects, the consolidated financial position of “TPF PLANEGE - CONSULTORES DE ENGENHARIA E GESTÃO, SA” as at the 31st December 2012, the consolidated result of their operations and the consolidated cash flows during the exercise which ended on that date, according to all accountancy principles usually accepted in Portugal. GOMES MARQUES, CARLOS ALEXANDRE & ASSOCIADA SROC Headquarters: Rua da Tascoa Edif. CREL Bela Vista, Floor 2, Room F Massamá 2745-003 QUELUZ Tel.214308830 Fax214308839 email:geral@gmca-sroc.pt; TAX PAYER NO.PT 503 598 941 Capital Stock 10.000,00 € Inscription Associ.Auditors no.137

Report and Accounts ’12 CONSOLIDATED MANAGEMENT REPORT Legal Certification of Accounts, Report and Advice of the Auditor

gn a Opinion 7 – According to our opinion the mentioned consolidated financial demonstrations present, in a true and appropriate way, in all materially important aspects, the consolidated financial position of “TPF PLANEGE - CONSULTORES DE ENGENHARIA E GESTÃO, SA” as at the 31 st December 2012, the consolidated result of their operations and the consolidated cash flows during the exercise which ended on that date, according to all accountancy principles usually accepted in Portugal.

Description of other legal requirements 8 – Our opinion is also that the information included in the consolidated management report is in accordance with the consolidated financial demonstrations of the exercise.

Massamá, 15th May 2013

(signature) GOMES MARQUES, CARLOS ALEXANDRE & ASSOCIADA, SROC Represented by

Carlos José Castro Alexandre (ROC no. 692)

Report and Accounts ’12 CONSOLIDATED MANAGEMENT REPORT Legal Certification of Accounts, Report and Advice of the Auditor

gn a REPORT AND ADVICE OF THE ACCOUNTS AUDITOR Introduction 1 – According to the legal dispositions and following the terms of the mandate which we have received, we are presenting our report and the advice on the consolidated management report and on the documents of presentation of consolidated accounts presented by the Board of Directors of “TPF PLANEGE – CONSULTORES DE ENGENHARIA E GESTÃO, SA”, concerning the exercise which ended on the 31st December 2012.

Report 2 –

In the fulfilment of our commitment we have followed, with the periodicity and extension that we have considered to be adequate, the evolution of the activity and of the business of the company and of the other entities included in the consolidation, and we have confirmed the accounting registrations and the respective supporting documentation and the respect for the legal and statutory standards. In all our diligences we have counted with the total collaboration of the Board of Directors and of the services of the company and also from the social bodies and services of the other entities included in the consolidation, from whom we have received, with diligence, all information and explanations asked.

3 –

We have examined the documents of presentation of consolidated accounts and the consolidated management report of the Board of Directors which has been elaborated according to the legal requirements and in accordance with the said documentation of presentation of accounts and as Accounts Auditors we are issuing the Legal Certification of Accounts for the consolidated accounts.

Report and Accounts ’12 CONSOLIDATED MANAGEMENT REPORT Legal Certification of Accounts, Report and Advice of the Auditor

gn a Advice 4 – Based on the mentioned aspects and having into account our opinion expressed in the said Legal Certification of Accounts which assumes the respect of the accounting system with the legal obligations and with the accounting principles accepted in Portugal, it is our opinion that the General Assembly can approve the Consolidated Management Report and the documents of presentation of the consolidated accounts of the Board of Directors concerning the exercise ending on the 31st of December 2012.

Massamá, 15th May 2013

(signature)

GOMES MARQUES, CARLOS ALEXANDRE & ASSOCIADA, SROC Represented by Carlos José Castro Alexandre (ROC no. 692)

Report and Accounts ’12

TPF Planege - Consultores de Engenharia e Gestão S.A. Rua Laura Alves 12-8º - 1050-138 Lisboa - Portugal TEL. +351.218 410 400 - FAX +351.218 410 409 geral@tpfplanege.pt - www.tpfplanege.pt - www.tpf.eu