PRESENTATION OF CONSOLIDATED FINANCIAL STATEMENTS

Transcription

1 PRESENTATION OF CONSOLIDATED FINANCIAL STATEMENTS 2011

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3 Commercial designation: Mota-Engil, S.G.P.S., S.A. Public Limited Company Porto Office Rua do Rego Lameiro, n.º 38, Porto phone: fax: Share Capital: 204,635,695 euros Registered at the Porto registry of companies under n.º VAT:

4 4 PRESENTATION OF CONSOLIDATED FINANCIAL STATEMENTS 2011 CONTENTS 01 Consolidated Management Report 02 Consolidated Financial Information Main events 04 Message from the Chairman of the Board of Directors 06 Message from the Chief Executive Officer Macroeconomic framework Economic and financial review Business areas Mota-Engil on the stock market Risk management Group s human capital management Activity carried out by non-executive Board Members Proposal for the appropriation of profits The Outlook for Subsequent events Closing remarks 57 Separate consolidated income statement 61 Statement of consolidated comprehensive income 62 Statement consolidated of financial position 63 Statement of consolidated changes in equity 64 Statement consolidated of cash-flows 66 Notes to the consolidated financial statements 67 Appendix A Consolidated companies 146

5 INDEX 5 03 Report on Corporate Governance Practices 04 AUDIT REPORT 05 Supervision Reports 0 Statement of compliance General Meeting Management and supervisory bodies Information 207 Annexes 213 Consolidated financial statements 224 Legal certification of consolidated accounts 226 Report and opinion of the statutory audit board 228 Abstract of Minutes no. 38 of Mota-Engil, SGPS, SA General Meeting Note Scope of the Report Commitments with External Initiatives and Relations with Stakeholders Social responsibility Research, development and Innovation Performance 308

6 6 PRESENTATION OF CONSOLIDATED FINANCIAL STATEMENTS 2011 Main events March 2011 Award of works in Poland worth 158 million Award of works in Peru worth 60 million April 2011 Award of works in Angola worth 100 million August 2011 Award of works in Peru worth 125 million September 2011 Award of works in Poland worth 127 million February 2012 Award of works in Malawi worth 540 million Award of works in Angola worth 360 million

7 MAIN EVENTS 7 Alcântara Container Terminal - Portugal

8 8 PRESENTATION OF CONSOLIDATED FINANCIAL STATEMENTS 2011 Message from the Chairman of the Board of Directors We are certain that with the cohesion of our People united under the banner of One Group, one Project, one Strategy, Mota-Engil will consolidate and strengthen itself under strong leadership not only in terms of the Executive Committee, but also in each Region and Market.

9 Message from the Chairman of the Board of Directors 9 To the Members of Mota-Engil, SGPS, SA, To the Members of Mota-Engil, SGPS, SA, The year under review was perhaps the most complicated ever of my career, which has often made me reflect how difficult it has been in the past to overcome crises, crises that are part of history and culture of this Group. Although I recognise that it was very hard, I am very proud of the achievements of 2011 and first months of 2012, clearly raising the international profile of the company, with new customers and new markets, further strengthening my belief that we are on the right path to get out of the crisis as a stronger company. Our staff have today an even stronger conviction that it is in the International Area and Diversification that the future is based, so there is an increasing willingness of many of the main members of the Group s staff to carry out their duties outside Portugal, sacrificing the comfort of being with their families. But this Group wants to remain Portuguese and as the management structure is changed aiming at focusing on the regions where we operate, Mota-Engil, SGPS, SA the Mota-Engil, SGPS, SA head office will remain in Portugal, paying taxes and dividends to its shareholders in Portugal. The Portuguese must assume their quality, with the confidence that we are able (in every part of the world) to have effective and efficient companies. National authorities must be heedful and support them in their internationalisation in every sector of the economy. The Portuguese construction industry deserves this support for it may well be one of the sectors most able to take on the international competition. But just Portugal is not enough. Europe must rethink its structure; the dimension of the European project cannot live in indecision and pettiness. It was with cohesion and solidarity that Europe rose from the ashes after the World Wars and grew to a Europe of 27 after the fall of the Berlin Wall. Dear Shareholders, We are certain that with the cohesion of our People united under the banner of One Group, one Project, one Strategy, Mota-Engil will consolidate and strengthen itself under strong leadership not only in terms of the Executive Committee, but also in each Region and Market. Let s go ahead! António Mota Chairman of the Board of Directors

10 10 PRESENTATION OF CONSOLIDATED FINANCIAL STATEMENTS 2011 Message from the Chief Executive Officer We have a solid strategy and an attitude of great commitment. This allows us to be at all times and in every market more competitive and thus emerge stronger from this difficult cycle in which the world now finds itself.

11 Message from the Chief Executive Officer 11 To the Members of Mota-Engil SGPS, SA, On drawing up the balance of 2011, there is above all a deepening of the scenario of economic downturn seen in recent years in Portugal and also throughout Europe. We are not immune to our surroundings, far from it. At Mota-Engil, too, we are feeling difficulties, both through falling public and private investment and also declining consumption in the domestic and European markets, besides a very significant shrinkage of the credit market both nationally and internationally. For the Mota-Engil Group the year was marked by the resilience seen in the results at every level, which reflect the sum of the strategy that has been employed and the very professional attitude and determination of the approximately 20,000 employees who are a part of the Mota-Engil Group to whom, on this occasion, I would like to extend my thanks yet again. We have been able, in a bold but conscious manner, through a strategy of selective investment and promotion of organic growth, to meet the goals of the Strategic Plan, which involve increasing our international business, diversifying and creating value through synergies to be generated in each market. As a result, international operations of Mota-Engil Group grew 43% since the inception of the Strategic Plan, reinforcing our view that the strategy was the right one. Going forward, the Group will continue on the same path, increasing its order book that exceeds as of today 2.5 billion (70% of total order book) and guaranteeing the global sustainability that we have proudly achieved. We live in very difficult times but do not give up. We seek to position the Group for each new cycle, in constant evolution in line with the objectives of our shareholders and with the implementation strategy imprinted by each of the Group s senior managers in articulation with the leadership of the Group. With this in mind, we are currently deepening the organizational model of the Group to provide the structure with the operational and financial response capacity to develop a new financial cycle, increasingly based on greater affirmation of Mota-Engil internationally, heading on a strategic course that is essential for the sustainability of the Group. We have a solid strategy and an attitude of great commitment. This allows us to be at all times and in every market more competitive and thus emerge stronger from this difficult cycle in which the world now finds itself. Lastly, a word of thanks to the shareholders who, even in troubled times of uncertainty and difficulty, continue to imprint trust and solidarity as an additional factor of motivation and stability, ever important for the working of organisations. Jorge Coelho Chief Executive Officer

12 In each challenge, a shared view. We believe we can be a quality benchmark in all areas in which we operate in any geographical point. As we share this vision, we face each international challenge with the belief that with will and determination one can always go further. This is our strength.

13 01 Consolidated Management Report

14 14 PRESENTATION OF CONSOLIDATED FINANCIAL STATEMENTS Macroeconomic Framework The International Economy The global economy continues to recover from the recession caused by financial crisis in This recovery, however, occurs at different speeds, especially in the developing countries that continue to be the real driving force of global growth. According to the latest forecasts of the International Monetary Fund (IMF) for 2011, output growth in the emerging economies was 6.2%, where, apart from China and India, it highlights the growth of Latin America and Sub-Saharan Africa at 4.6% and 4.9% respectively. The average growth of the developed economies, more focused as they were on budgetary and financial issues, was no more than 1.6%. Following a contraction of 0.6% in 2009, World GDP rose 5.2% in 2010, 3.8% in 2011 and for 2012, the IMF predicts a 3.3% annual growth. This trend of deceleration in GDP growth rates was mainly felt in the last quarters of 2011 due the weakness of European economies and lower growth in emerging markets. The turmoil in sovereign bond Euro markets and the following austerity measures adopted by several countries together with the limited access to credit markets was a drag on Europe s economic growth and spread to other economies around the globe. Signs that emerging markets economies were overheating led their governments to adopt restrictive macroeconomic policies to contain credit expansion, control inflation and avoid currency appreciation, leading to lower though still meaningful growth rates. During 2011, uncertainties on the strength of the European financial system remained an issue and equally doubts on the Euro zone s ability to solve its sovereign debt crises. After the Greece and Ireland rescue packages from the European Union, European Central Bank and International Monetary Fund in 2010, Portugal, pressured by the increase in sovereign risk premium and by the unsustainable restrictions to accede external finance was also compelled to recourse to international financial aid. This financial turmoil, initially limited only to the countries of the European periphery, spread across the Euro Area infecting some of the bigger European economies. Several European countries have seen their financial rating cut by several levels and the interest rates on their treasury bonds rose, in some cases, to almost prohibitive levels. Determined to restore the confidence of the financial markets, European governments have adopted a policy of aggressive fiscal consolidation, conditioning the region s economic growth. Indeed, although the Euro Area achieved a growth rate of 1.6% in 2011, the last quarter of the year was one of contraction and, for 2012, according to IMF projections, the Euro Area is set to see a slight recession of 0.5%. The measures adopted in 2011 led European fiscal budgets to drop by 200 basis points to 4.7% of European Union s GDP in 2011 and 4.1% of Euro area s GDP. For 2012, the European Commission predicts fiscal budget deficits of 3.9% of EU s GDP and 3.4% of Euro area s GDP and public debt is expected to stabilize at 85% of EU s GDP and 90% of Euro area s GDP. These measures calmed the markets during the closing months of The latest financial indicators point to a gradual reduction of borrowing costs and suggest lower investor risk-aversion. Despite these signs of improvement, the European financial system remains unstable. Interest rates on treasury bonds are still too high in some countries of the Euro Area and the funding available to private sector has diminished. Economic activity in the US accelerated in the fourth quarter of 2011, showing strong resistance to the slowdown of global growth, with the industrial output index accelerating, unemployment declining and the real-estate market showing signs of recovery after the 2009 crisis. According to IMF forecasts, the US economy is set to grow 1.8% in 2012, in line with the growth of 2011.

15 01. Consolidated Management Report 15 Stalowa Wola Viaduct - Poland The slowdown of the economies of the emerging countries in 2011 was clearly lower than that of the global economy as a result of increasingly strong domestic demand in the emerging countries of Asia and Latin America. For 2012 the IMF forecasts point to an average growth of the economies of the emerging and developing countries of 5.4%, which, despite the slowdown over the previous year, is a considerable growth and a reflects lesser dependence on demand from the more developed economies. Commodity prices as a whole decreased in 2011 as a result of weakening global demand. Oil prices, however, increased significantly in the closing months of the year, reflecting geopolitical tensions in Iran. The annual appreciation of crude oil prices was 8%, to stand at US$ 99, and the expectation of the IMF is that the price will remain close to this figure in Driven by increased supply and the slowdown of global demand the price of other commodities is set to fall by about 14% in 2012, according to IMF projections. In fact, a general decline of price growth can be expected in 2012 both in the developed and in the emerging countries, where inflation is expected to be 6.3%. In short, it is expected that the global economy will continue to recover from the 2009 recession, though more moderately than in previous years. The emerging markets are set to achieve appreciable growth rates, reflecting increased domestic demand, while the more advanced economies should return small growth rates. Financial markets remain fragile and political tensions and instability in the sovereign-debt market should be a major constraint to economic growth.

16 16 PRESENTATION OF CONSOLIDATED FINANCIAL STATEMENTS 2011 The Champalimaud Foundation - Portugal The Portuguese economy Throughout 2011 the pressure brought to bear by the financial markets on Portugal intensified substantially, forcing the government to fall back on the Troika s financial-aid programme. This programme has imposed a demanding policy of fiscal consolidation that has conditioned the country s economic performance. The public deficit has remained at 4% and the economy contracted 1.5% in On the other hand, the sovereign-risk premium continues to be penalised by international investors who are demanding a yield for debt with a 10-year maturity of more than 12%. Portuguese banks are still struggling to access funding on the international markets, which consequently leads to a limitation on financing the private sector of the economy. On the positive side, the highlight was the performance of the export sector which, according to the projections of the Portuguese government and the European Commission, is set to continue to have significant growth in 2012 and The coming year will be marked by renewed efforts at fiscal consolidation and by growing de-leveraging by the business sector and individuals. The costs to finance the economy are set to increase and, consequently, public and private investment will tend to fall to historical lows. Despite the expected performance of foreign trade, Gross Domestic Product is expected to decline by about 3%, according to the forecasts of the European Union.

17 01. Consolidated Management Report 17 The Polish economy Contrary to the trend of weak growth in Europe, particularly in the Euro Area, Poland proved to be resilient and, according to European Commission forecasts, has achieved economic growth of around 4% in This growth notwithstanding, the country still faces major challenges and fiscal consolidation is essential to reduce the public deficit, which rose sharply following the financial crisis of In 2011, according to the European Commission, the public deficit will have fallen to 5.6% of GDP, a significant reduction compared to the 7.9% recorded in Public debt is set to rise from 54.9% of GDP in 2010 to 56.7% in 2011, reflecting primarily the impact of the devaluation of the Polish currency on the debt contracted in foreign currencies. The financial system was not significantly affected by the sovereign-debt crisis because of the soundness of the domestic banking system and of the fact that the public debt is less than that of the European countries as a whole. Despite the crisis of its major trading partners, Poland has a large internal market which, combined with the devaluation of the Zloty, allowed the economy not to be affected by the reduction of international trade. Community funds, in turn, continued to provide a significant boost to investment, particularly in major large infrastructure projects in which the country is still in short supply. The austerity measures implemented in 2011 project a public deficit of about 4% of the GDP in 2012 and 2.5% in 2013, according to the projections of the European Commission. This austerity policy will have repercussions on economic growth, set to stand at 2.5% in 2012 and 2.8% in Despite this slowdown, the Polish economy will clearly outperform that of most European countries. The Angolan economy The Angolan economy, largely dependent on the oil industry, was hit hard by the collapse of oil prices and demand in After several years of two-digit growth rates, real GDP growth was 3.4% in 2010 and, according to IMF forecasts, rose to 3.7% in This slowdown was the result of delays in payments to the private sector which affected the banking industry and the private investment. Inflation remains one of the major economic policy challenges in Angola. The heavy reliance on imported goods and foreign-exchange market instability are the main reasons for the 15% inflation in For 2012, one of the main objectives of the Angolan government is the control of inflation, which is expected to decline to 11.2%, according to IMF projections. Budget execution in 2011 is set to have generated a surplus of 8.5% of the GDP (6.8% in 2010 and a deficit of 4.9% in 2009), as well as a slight reduction of the budget deficit, excluding oil revenues. In 2012, Mota-Engil s main external market is set to return to double-digit growth rates. The IMF projections suggest a growth of 12.8% in 2012, underpinned by the favorable evolution of commodity prices, by the good performance of the emerging economies of Latin America and Asia (which account for about 40% of Angolan oil exports), by the start of commercial natural-gas exploitation and by the growth of activity of the non-oil sectors. The consistency of growth in non-oil sectors is of particular importance from a standpoint of the development of the Angolan economy in the long run, reducing dependence on the production of oil and other hydrocarbons.

18 18 PRESENTATION OF CONSOLIDATED FINANCIAL STATEMENTS 2011 Bridge over the Zambezi river - Mozambique The Mozambican Economy Mozambique has recorded strong economic growth over nearly two decades, benefiting from substantial foreign investment, particularly in the area of mineral resources, and the strong support of international development organizations. In 2011 the economy continued to perform well, growing, according to IMF estimates, by about 7.2%. The country has withstood the adverse shocks of recent years relatively well. Economic growth continues to be one of the highest in the region, reflecting the government s expansionary economic policies designed to address the international crisis. The high inflation in recent years has taken a downward turn, falling to around 8% in 2011 and, according to IMF projections, it is expected to decline to 5.6% in The ambitious programme of public works in progress, based on the construction of development corridors between the country s interior and the coast should encourage major investments in the mining sector, as well as the development of the Mozambican agricultural sector, which, coupled with the recent discovery of large natural gas resources, suggests strong economic growth of the country in the coming years. The IMF forecasts indicate a growth of 7.5% of the Mozambican economy in 2012, underpinned by significant growth of foreign direct investment, mainly in the mining and natural gas sectors, by the increase in agricultural exports and by the major public works being built in the country.

19 01. Consolidated Management Report 19 Mine leaching - Arequipa, Peru The Peruvian Economy The Peruvian economy has grown steadily over the past decade, with high growth and low inflation. Not even during the 2009 financial crisis, during which the global economy contracted, did Peru go into recession. In 2011, the IMF forecasts suggest a slight slowdown of economic growth to 6.2%, reflecting weakening global demand and the instability of the financial markets. Exchange-rate stability has been a priority of the monetary policy in Peru with its currency, the Nuevo Sol (PEN), returning an annual appreciation 4.5% against the US Dollar (USD), being the most stable currency of Latin America. The export sector continues to show robust performance, with exports up 36% in The main economic activity of the country continues to involve mining ores such as silver, zinc, tin and copper, so commodity prices remain a key factor for the performance of the trade balance and economic growth. Notwithstanding the effects of the sovereign-debt crisis in Europe and the slowdown of global economic growth in 2012, the IMF projections point to strong economic growth at around 5.6%, clearly above the projected growth for all Latin American countries (4%).

20 20 PRESENTATION OF CONSOLIDATED FINANCIAL STATEMENTS 2011 Perote Xalapa Highway- México The Mexican Economy The global slowdown in 2011, particularly in the United States, conditioned the performance of the Mexican economy. Even so, according to IMF forecasts, the Mexican economy achieved economic growth of 4.1% with inflation and borrowing costs at historically low levels. The macroeconomic policies directed to stability and the solid Mexican banking system are pointed out as key factors in a context of uncertainty in the international markets. The expected growth in the United States (the target market for about 80% of Mexican exports) supports the positive economic outlook for the coming years. On the other hand, the mild recession expected for the Euro Area in 2012 will not have dramatic consequences for Mexico in that its exports to Europe are not significant and European banks operate in Mexico with a high degree of independence. Oil, which accounts for about 30% of the country s exports, should maintain the high prices seen at the end of 2011, promoting the country s economic growth and its budget balance. Despite some uncertainties arising from the global economic slowdown and the crisis in the Euro Area, the positive signs provided by the Mexican economy allow a forecast of economic growth of 3.5% in 2012 and 2013, according to the IMF projections.

21 01. Consolidated Management Report 21 Turnover Group (Million Euros) Turnover Business Areas (Million Euros) 1.2 Economic and financial review % 20% Engeneering & Construction Enviroment & Services The Mota-Engil Group returned a consolidated net profit of 71.1 million in 2011 (2010: 69.4 million), of which 33.4 million are attributable to the Group (2010: 37 million). The net profit attributable to the Group, adjusted for the Martifer results amounted to 52 million (2010: 40.1 million, including other non-recurring effects). Turnover in 2011 grew by 8.6%, to stand at 2,176 million (2010: 2,005 million). The good performance in both business areas (Engineering & Construction: 9.2%; Environment & Services: 6.2%) contributed to the good performance at Group level. Weight in Turnover Group Weight in Turnover Group 100% 56% 51% 47% 44% 49% 53% 100% 16% 84% 20% 80% 20% 80% 80% 80% 60% 60% 40% 40% 20% 20% 0% abroad Domestic 0% Engeneering & Construction Enviroment & Services As a result of the success of the internationalisation strategy that the Group has been following in recent years, particularly as from 2008, when the strategic five-year 2013 Ambition plan was established, foreign business has increased, providing a relative weight of 53% in The future trend will be for this relative weight to continue to increase and, in 2012, its relative weight is expected to stand at nearly 60%, underpinned by the current order book with its strong focus on business abroad (68%). In terms of business areas, the mix of turnover remained stable compared to 2010 (Engineering & Construction: 80%; Environment & Services: 20%). The breakdown of Group turnover was as follows: Engineering & Construction billion (2010: billion) and Environment & Services 436 million (2010: 410 million). Internationalization maintained the growth trend observed in recent years with special emphasis since the definition of the Strategic Plan Ambition 2013.

22 22 PRESENTATION OF CONSOLIDATED FINANCIAL STATEMENTS 2011 Ebitda group (Million Euros) Ebitda Business Areas % 33% Engeneering & Construction Enviroment & Services The growing diversification along with Internationalisation contributed decisively toward the improvement of the Group s profitability levels. 2009: Pro forma data (use of the equity method in recognising the financial interests in joint ventures and retrospective application of IFRIC 12 and IFRIC 15). The Engineering & Construction and the Environment & Services areas reported improvements in their EBITDA margins in 2011 (Engineering & Construction: 11.5% in 2011, compared with 10.2% in 2010; Environment & Services: 22.3%, compared with 19.7% in 2010), which, allied to growth of the turnover of the two areas, generated an excellent operating performance on a consolidated basis, with the Group EBITDA returning an increase of 24.7% ( 296 million in 2011, compared with million in 2010). EBITDA mg Engeneering & Construction EBITDA mg Environment & Services 15,0% 12,0% 10.2% 11.5% 25,0% 20,0% 19.9% 19.7% 22.3% 9,0% 7.9% 9,0% 6,0% 6,0% 3,0% 3,0% 0,0% ,0% Operating margins have improved in recent years, most notably the area of Engineering & Construction, largely as a result of continuous effort made in recent years in terms of rationalisation and optimisation of resources in their production activities.

23 01. Consolidated Management Report 23 EBITDA Group Weight in turnover Group 50% 50% 44% 56% 45% 55% 33% 67% 33% 67% 33% 67 % 100% 100% 80% 80% 60% 60% 40% 40% 20% 20% 0% Abroad Domestic 0% Engeneering & Construction Enviroment & Services In 2011, business abroad accounted for 55% of the Group s total EBITDA, and, despite the increase between 2009 and 2010, it remained stable in 2011 compared to In terms of business areas, the EBITDA mix has remained stable since 2009 (Engineering & Construction: 67%; Environment & Services: 33%). Chapter 3 of this report provides a detailed review of the results of and business undertaken by each Group area in Capex Capex (Million Euros) % 44% E&C E&S Engeneering & Construction Enviroment & Services In 2011, consolidated net investment amounted to 124 million, with emphasis on investment in the Environment & Services area, totalling 69 million (includes mostly investment in maintenance and expansion at the water supply and sewerage concessions, in particular Indaqua Matosinhos, Vila do Conde and Feira). The Engineering & Construction area totalled about 55 million, with an emphasis on Central Europe and Peru, at 23 million and 10 million respectively. Investment in maintenance totalled 48 million, of which about 11 million in the fourth quarter, in line with the amounts for the previous periods. The investment in expansion amounted to approximately 75 million.

24 24 PRESENTATION OF CONSOLIDATED FINANCIAL STATEMENTS 2011 Operations at Indaqua Net debt excluding non-recourse (Million Euros) Net Debt evolution (Million Euros) 1,200 1, Q 2Q 3Q 4Q 1,200 1,150 1,100 1,000 1, T10 3T10 1T11 3T : Pro forma data (use of the equity method in recognising the financial interests in joint ventures and retrospective application of IFRIC 12 and IFRIC 15). In 2011, despite a moderate level of investment, total net debt fell slightly compared to that in 2010 (2011: billion; 2010: billion). Still, the downward trend in debt throughout 2010 and 2011 should be underscored. Corporate debt (with recourse) amounted to 883 million (2010: 907 million). Of this sum, 586 million were allocated to the Group s operating activity, the remainder ( 222 million) being in respect of investment in associates, which do not contribute to EBITDA, and in non-core assets. By business area, 280 million were allocated to the Engineering & Construction area and the sum of 350 to the Environment & Services area. Emphasis should be given to the decrease in corporate debt during 2011, in the sum of 23.6 million. Additionally, Group debt also includes debt without recourse (contracted within the scope of project finance business, not therefore enforceable on the equityholder), originated by the consolidation of the water and basic sanitation, and port concessionaire companies. In December 2011, the amount of debt without recourse stood at about 121 million (2010: 108 million).

25 01. Consolidated Management Report 25 Pinhal interior Highway concession - Portugal Net Financial Income (Million Euros) Group s Net Income (*) (Million Euros) : Pro forma data (using the equity method in the recognition of financial interests in joint ventures and retrospective application of IFRIC 12 and IFRIC 15); Net profit attributable to the Group: does not include Martifer s gains / losses and other non-recurring effects Net financial income made a negative contribution to Group profits in the sum of 79.7 million (2010: a negative sum of 50.9 million), an increase of about 56.5% over This was the result of the 22.8 million increase of net interest expense, mainly due to the strong pressure brought to bear on the financial institutions with a view to strengthening their capital ratios, with a consequent increase of spreads. As a result of this operational and financial performance, income before taxes amounted to 90.3 million (2010: 88.3 million) and net profit to 71.1 euros, of which 33.4 million attributable to the Group. The net profit attributable to the Group, adjusted for the Martifer results amounted to 52 million (2010: 40.1 million, including other non-recurring effects).

26 26 PRESENTATION OF CONSOLIDATED FINANCIAL STATEMENTS 2011 Bridge over the Catumbela river - Angola 2011 (Million Euros) 2010 (Million Euros) EBIT Financial Equity Method Tax MI EBIT Financial Equity Method Tax MI 45 Net income 45 Net income 0 0 In 2011, the balance of gains and losses in associated companies (Equity Method in the chart) made a positive contribution of 0.6 million (2010: 7.5 million). The 2011 figure essentially comprises two effects of opposite signs: the Group s share of the Martifer Group s results, a negative sum of 18.6 million (2010: negative in the sum of 20.6 million) and the Group s share of Ascendi Group s results, a positive sum of 19.9 million.

27 01. Consolidated Management Report 27 Institute of Nanotechnology - Portugal Order Book (Million Euros) , , , , Order Book 11% 11% 42% E&C ÁFRICA E&C E. CENTRAL E&S E&C AMÉRICA 23% 13% E&C PORTUGAL The order book at the end of 2011 amounted to about 3.8 billion, of which 3.4 billion belongs to the Engineering & Construction area. In 2011, the Group strengthened its portfolio in the markets of Africa, Latin America and Central Europe. In the aggregate analysis of all foreign markets, the order book stood in December 2011 at about 2.6 billion (2010: 1.7 billion), accounting for over 68% of the total portfolio of the Group. As usual, the order book for Environment & Services is only related with services contracts secured in the Waste and Multi-services segments. The Group does not consider in its order book predictable income stemming from the water and sewerage concession contracts (which now has greater weight in consolidated turnover) and from the management of ports.

28 28 PRESENTATION OF CONSOLIDATED FINANCIAL STATEMENTS BUSINESS AREAS Engineering & Construction Turnover (Million Euros) ,654 1,599 1, Ebitda (Million Euros) : Pro forma data (use of the equity method in recognising the financial interests in joint ventures and retrospective application of IFRIC 12 and IFRIC 15). The turnover of the Mota-Engil Group in the Engineering & Construction area stood at billion in 2011 (2010: billion), an increase of 9.2% over This performance was essentially the result of the combination of the following factors: the good performance of the Central Europe and America segments (with increases in turnover of 142 million and 65 million respectively), which together contributed to an increase of about 13% of the area s turnover; and the less favorable performance of the Portugal and Africa segments (decrease of 4.6 million and 51 million respectively), which contributed to a decrease of about 4% of turnover in the Engineering & Construction area. In terms of the business area operating profit, the EBITDA margins grew when compared to 2010 (11.5% in 2011, and 10.2% in 2010), while the EBITDA increased by about 24% ( million in 2011, compared to million in 2010). Net Financial Income (Million Euros) Net Income (Million Euros) 80,0 60, % 23.7 % , , , NON-CONTROLLING INTERESTS ATTRIBUTABLE TO THE GROUP 2009: Pro forma data (use of the equity method in recognising the financial interests in joint ventures and retrospective application of IFRIC 12 and IFRIC 15). The Net Financial Income made a negative contribution to the Group s net profit in the sum of 36.5 million (2010: a negative sum of 18.7 million), an increase of about 94.8% over 2010.

29 01. Consolidated Management Report 29 Forum Sintra - Portugal As a result of this operational and financial performance, Income before taxes amounted to 82.1 million (2010: 74 million) and the Net Profit amounted to 64.8 million (of which 41.1 million attributable to the Group), remaining roughly the same as in 2010 ( 64.3 million). Turnover Engineering & Construction (Million Euros) EBITDA Engineering & Construction (Million Euros) Portugal Central Europe Africa America Portugal Central Europe Africa 6 14 America 2009: Pro forma data (use of the equity method in recognising the financial interests in joint ventures and retrospective application of IFRIC 12 and IFRIC 15). In the Portugal segment, although the level of activity in 2011 was unchanged, it proved possible to increase the EBITDA margin to 9.8% (2010: 6.4%), providing a growth in EBITDA terms in the sum of 22 million. The business in Central Europe had an exceptional growth in 2011 (59%), and the turnover in that market amounted in 2011 to 381 million (2010: 239 million). Its order book at the end of 2011 ( 508 million) provides a good expectation for this area performance in The slight improvement

30 30 PRESENTATION OF CONSOLIDATED FINANCIAL STATEMENTS 2011 of operating margins (2011: 3.7%; 2010: 3.3%), coupled with increased turnover, allowed the EBITDA of this market to almost double (2011: 14 million; 2010: 7.8 million). The Engineering and Construction area increased its activity and improved its operational performance indicators in all segments, evidenced by the EBITDA generated in each region. The turnover of the Africa segment amounted to 575 million (2010: 626 million). The decrease continues to be due to the evolution of the Angola market, where it has not yet proved possible to get back to the expected production levels; however, it still has an excellent order book ( 735 million), allowing it to look forward to a recovery from the delays experienced in the works in progress. In contrast, growth of the contribution of other markets in Africa (especially Mozambique) continues to confirm yet another year of excellent performance in this part of the world. Additionally, the new mix led to an EBITDA margin of nearly 19%. Similarly, in America, there was a sharp improvement of the margins (EBITDA margin of 9.8% in 2011, compared with 7% in 2010), accompanied by significant growth of turnover at a rate that is expected to be even stronger next year, given the size of the order book, both in Peru and in Mexico. The guidelines of the Group s 2013 Ambition Plan calling for diversification of the business and of the risk, are being implemented successfully, and the following are underscored in the Engineering & Construction area: completion of the implementation of Mota-Engil Angola; strong order book in Africa ( billion); consolidation of Mota-Engil Central Europe with historical results; diversification of the business in Peru; and also the approach to the markets of Brazil and Colombia. Portugal The Portugal business segment also includes residual activity in the Engineering & Construction area in Spain and Ireland. The Civil Construction and Public Works sector has been in a deep crisis for several years in Portugal, with weak demand, excess capacity and vastly reduced margins. Influenced by an unfavourable economic environment, the result of the sovereign-debt crisis and of the demanding austerity plan implemented by the Portuguese government, the sector once again saw, during 2011, a sharp drop of its business. The year under review had the worst record in living memory, with the latest estimates suggesting a drop in production of about 9.4% (6.5% contraction in 2009), the result of reductions in activity of 17 % in housing, 8.5% in non-residential buildings and 5% in civil engineering. Unlike previous years, when public investment was used as a major instrument for boosting the national economy, since 2010 we have witnessed a trend of using this instrument rather for the consolidation of public accounts. In 2011 there was a sharp reduction of public investment and the total value of calls for tender issued fell 29.7%, a contraction of 1.2 billion, from the figure of 4.3 billion put out to tender in Portuguese banks are still having great borrowing difficulties, which consequently leads to major constraints in financing the economy and to a decrease of private investment. The Engineering & Construction companies are confronted at one and the same time with a strong deleveraging pressure and a significant increase of borrowing costs. On the other hand, the housing market, the most penalised by the financial crisis, is suffering from an unprecedented decline of new mortgage loans.

31 01. Consolidated Management Report 31 Despite this prolonged, systemic and profound crisis, the Group views 2012 with a moderate optimism. The internal reorganisation of the segment, which provided the respective companies with greater operational, economic, financial and management efficiency, allows us to face the current economic and financial situation in the certainty that Portugal came out stronger after the recovery of the sector. In 2011, the turnover of the segment in Portugal (excluding Spain and Ireland) amounted to 648 million, a figure, even so, slightly higher than in 2010 ( 641 million), reflecting the good order book achieved in preceding years. Alongside the maintenance of this level of activity, operating profitability continued to perform well, the result both of the quality of the portfolio that has been secured in the highway area and in civil construction, and also of the resource-rationalisation policies that have been implemented. In the wake of the difficulties experience in the domestic market into account, allied to the dynamism of the process of internationalisation of the construction business, the weight of the domestic market again fell as a proportion of the total turnover of this business area: in 2011 the Portuguese market accounted for just 37% of the Group s construction business (2010: 40%). There was also an alteration of the type of works, with a growth of highway works and a focus of production on larger contracts involving fewer buildings yards than in previous years. Besides the construction of the Douro Interior and the Pinhal Interior the following contracts stand out because of their importance: Encouraged by the motivated effects of growing internationalisation and stagnation of the sector within the domestic market, the Portuguese segment of the Engineering and Construction area reduced its share in total turnover down to 37% (2010: 40%) Remodelling and Expansion of Bom Sucesso Market in Porto; Fórum Sintra Shopping Mall; Nissan Battery Factory; Foz Tua Dam; Loures and Terceira Island Hospitals; Venda Nova III Hydroelectric Power Plant; New Coach Museum. Several hydraulic infrastructures were also carried out for EDIA, as were various contracts for the Refurbishment of Schools for Parque Escolar, which stand out in the general panorama, due to the meeting of completion deadlines and quality targets. In the real-estate sector, emphasis is given to the lease of the Báltico building located at Parque da Nações in Lisbon. This undertaking, with about 15,000 m2 of leasable area, fully adapted to the needs of the tenant, was occupied in its entirety, and a 15-year lease has been signed.

32 32 PRESENTATION OF CONSOLIDATED FINANCIAL STATEMENTS 2011 Central Europe The Engineering & Construction area, though currently doing business in five countries of Central Europe (Poland, Czech Republic, Slovakia, Hungary and Romania) focuses its activity on Poland. Mota-Engil Central Europe features a solid portfolio of over EUR 500 million. The 89% growth registered in Poland contributed greatly toward the positive performance. The construction industry in Poland has witnessed rapid growth since 2007/2008, due mainly to the European Football Championship (Euro 2012), public investment in infrastructure supported by Community funds and the growing property market. Nevertheless, 2011 was a year of slowdown of public investment in highway infrastructure, with particular focus on the main motorways and projects related with Euro This slowdown announced during the closing months of 2010 and was confirmed by the review of the National Highway Construction Programme review, which has postponed several projects. Despite the recent trend of decline in new contracts for the construction of motorways and expressways, the major investments in the reconstruction, renovation and modernisation of regional and local highways are expected to continue. Additionally, the Polish authorities are studying the issue of calls for tenders for highway works in the for of PPPs, which also include maintenance and reconstruction/modernisation services. The sustained improvement in the residential and commercial construction sector enlarges the range of opportunities to expand and consolidate the business of Mota-Engil Central Europe. Significant investments are also expected in projects related to energy and environmental infrastructure, justifying the goal of diversification defined for this segment. In this context, Mota-Engil Central Europe maintained a strong order book in 2011, having secured two new major contracts for two sections of the S8 Expressway. In parallel, in the wake of a strategy of geographic expansion and diversification, the Company has been successful in consolidating its business in several regions of Poland, and has developed business in new segments, such as civil construction and environmental works. Mota-Engil Central Europe has a solid portfolio that includes major highway contracts and several medium-sized contracts in various segments and regions of the country, of a value superior than 500 million. In 2011, turnover in Poland amounted to 362 million, an impressive growth of 89% compared to the figure of 191 million for Indeed, the weight of Poland in the Engineering & Construction business increased from 12% in 2010 to 21% in The following contracts in Poland contributed to the excellent performance in 2011: S7 Expressway Skarzysko Kamienna Wystepa section; Bridge over the River Vistula at Sandomierz; S8 Expressway Jezewo Białystok; S8 Expressway Wroclaw Olesnica; Przemysl Bypass; Dobczyce Bypass; S3 Expressway Miedzyrzec Swiebodzin; S3 Expressway Miedzyrzec Swiebodzin.

33 01. Consolidated Management Report 33 Under the strategic plan established in 2010, the main aim of the activities undertaken by the real-estate area during 2011 was the creation of a portfolio of residential projects for the major operation centres of Mota-Engil Central Europe, with emphasis in the following: Kilinskiego Project, Lodz the architectural plans and conceptual works were drawn up in order to obtain the building permit; Dmowskiego Project, Wroclaw the project was changed to residential in 2011 and the design work has already begun so as to obtain the building permit; Wilanow Project, Warsaw the only residential housing project developed in Poland during 2011; Mierova Project, Bratislava construction has been concluded and the occupancy permit for the multipurpose project was received in August. Over 50% of the 184 apartments were sold during the year; Devonska Project, Prague constructiion has begun of this residential complex of 145 apartments, scheduled for completion early in 2013; Steinerova Project, Prague construction has been concluded and the occupancy permit for the multipurpose project was received in December. About 35% of the 49 apartments were sold off-plan during the year; Jeremiasova Project, Prague the architectural plans and conceptual works were drawn up in order to obtain the building permit. Africa The Engineering & Construction area does business in the following African countries: Angola, Mozambique, Malawi, São Tome e Príncipe and Cape Verde, which together account for 33% of the business area activity. The African market is a natural market for the Mota-Engil Group which has done business in the continent for several decades, especially in Angola, where it has been in business for more than 65 years. The activity in Angola, Mozambique and Malawi is fairly representative, and it is one of the largest companies of the sector in each market, thus putting the Group in an excellent position to benefit from the enormous growth potential of these markets. Economic growth reached in the last couple of years in Sub-Saharan Africa has been fuelled by natural resources and high commodity prices. Economic growth drove Governments to invest in infrastructures, a prerequisite to propel private investment and to develop other sectors of activity such as Agriculture, Industry, Trade or Tourism. Unlike Europe, funding is available in these markets therefore fuelling economic growth and supporting both large amounts of public and private investment, namely in the mining industry. These massive amounts of private investment coupled with the ambitious Public Works programmes aiming at overcoming the lack of proper infrastructures offer a huge potential for the construction activity. In 2011 Mota- Engil consolidated its position and recognition in Africa with the largest portfolio ever (EUR 1,611 million) pointing toward excellent perspectives for The Brazilian company Vale, the world s second-largest mining and the biggest private company of Latin America agreed with the governments of Malawi and Mozambique the construction of the Nacala

34 34 PRESENTATION OF CONSOLIDATED FINANCIAL STATEMENTS 2011 Corridor Railway, linking up the coal mines of Moatize with the port of Nacala. The construction of the km of railway line in Malawi was awarded to Mota-Engil for an amount in excess of US$ 700 million. Indeed, the Malawi portfolio totals 662 million, mainly supported by private mining companies. Mozambique has benefited from substantial foreign investment in recent years and strong support from the development organisations, which has driven the construction of infrastructure in the country. In fact, this market has assumed growing importance for Mota-Engil which, in 2011, increased its turnover by 86%. The year was marked by the completion of the Pan-African Games Village in Maputo. The works, which took place in 10 months, involved the construction of basic infrastructures such as roads, 848 apartments, a large raised water tank, the ceremonies park and the Olympic pool. The business segment of America registered, in 2011, a 78% increase in Turnover up to EUR 148 million (2010: EUR 83 million). In Angola, Mota-Engil s main foreign market, 2011 was the first year of the business of Mota-Engil Angola, a company that resulted from a partnership between the Group, with 51% of the equity capital, and a consortium led by the Angolan oil company Sonangol, with 49% of the equity capital. Indeed, the year of the company s start-up was one of the structuring of the new company, marked by the transfer of assets and investments to Mota-Engil Angola. The activity of the Group in Angola fell 14% in 2011 due to the delay to the start by the promoters. This reduction was, however, offset by an increase of the EBITDA margin, the result of efficiency measures and cost reduction. On the other hand, the order book grew significantly, increasing by around 291 million compared to 2010, reflecting the award of major public and private works, such as: Project for the construction of the Calueque Dam for the Ministry of Energy and Water, in Angola, with a duration of 25 months for a sum of US$164 million; Sonangol Expansion Project (Perol Stations) in Angola, with a duration of 12 months for a total of US$ 107 million; IMOLAP Project Lots 1 and 3, property development construction stage, in Angola, with a duration of 24 months for a total of US$ 99 million; Financial City Project Finishing Phase 3, for Finicapital in Angola, with a duration of 18 months at a total amount of US$73 million. The turnover of the Africa segment in 2011 fell by 8% to 575 million (2010: 626 million) reflecting the delay to the start of several works in Angola. Nevertheless, the operating profitability of the segment was extremely good, up from 17.1% in 2010 to 18.8% in 2011, a growth of operating profit in absolute terms to million. Also noteworthy was the order book of this segment, the highest ever, at approximately billion in 2011 (2010: 920 million), underpinning the excellent growth prospects for the Group in this market.

35 01. Consolidated Management Report 35 Highway concession of Tiete - Brasil America The Engineering & Construction area does business in the following countries of America: Mexico, Peru, Colombia, which together account for 8% of the activity of the business area. The year under review was excellent for the business of Mota-Engil in Peru, and the stability of markets and strong economic growth of the country have enabled the Group to continue to develop its strategy for growth and diversification of the company. The business, previously more focused on earthmoving work for the mining industry, has gradually diversified into other sectors such as highway construction and implementation of multi-year infrastructure maintenance and repair works. This focus on diversification of activity has decisively contributed to the excellent performance of the business in the country in 2011, generating turnover of 114 million (2010: 46 million). The order book has also grown significantly, supporting the Group s strong expectations for this market. In 2011 the order book amounted to 344 million, a growth of 74% compared to the portfolio in 2010, highlighting the award of the following: Construction of a Gold leaching and processing basin in the region of La Liberdad totalling US$ 83 million; Construction and rehabilitation of access roads to a mine in the Cusco region, amounting to 494 million nuevos soles (about 125 million).

36 36 PRESENTATION OF CONSOLIDATED FINANCIAL STATEMENTS 2011 Mota-Engil Environment and Services featured positive performance in 2011 and increased its Turnover in 6% and improved the EBITDA in all activity segments. In Mexico, the construction of the Perote-Banderilla y Libramiento de Xalapa motorway continues. In 2011 an addendum to the concession contract was signed, increasing the investment and providing for the enlargement of the motorway to an A4 profile. Construction will be undertaken by the Mota-Engil and Isolux Corsán Groups through a special-purpose held of a basis. The value of the new construction contract is approximately 75 million. The Group also has a strategic goal of broadening its presence in the America business segment, particularly in Brazil and Colombia. Both markets have good growth rates and strong economic investment plans for public infrastructure, which makes them a priority for the international expansion project for Engineering & Construction business area. Through its branch in Colombia, the Group is actively taking part in public calls for tenders, while in Brazil the Group is planning to invest in acquiring a majority holding in a company operating in the Brazilian market. The America business segment increased its turnover in 2011 by 78% to 148 million (2010: 83 million). The performance of operating profit in 2011 was also good, with EBITDA standing at 14.5 million, compared to 5.8 million in Environment & Services Turnover (Million Euros) Ebitda (Million Euros) ,8 80,8 97, : Pro forma data (use of the equity method in recognising the financial interests in joint ventures and retrospective application of IFRIC 12 and IFRIC 15). The business of the Environment & Services area performed well in 2011, in terms both of turnover and of operating profit. Turnover in 2011 amounted to 436 million (2010: 410 million), a growth of around 6%. This growth, coupled with growth of the EBITDA margins (2011: 22.3%; 2010: 19.7%) caused significant improvements in terms of operating performance, with the EBITDA growing by about 20% (2011: 97.1 million; 2010: 80.8 million).

37 01. Consolidated Management Report 37 The Port of Paita - Peru Net FInancial Income (Million Euros) -60 Net Income (Million Euros) 25, , ,0 10, , , NON CONTROLLING INTERESTS ATTRIBUTABLE TO THE GROUP 2009: Pro forma data (use of the equity method in recognising the financial interests in joint ventures and retrospective application of IFRIC 12 and IFRIC 15). The Net Financial Income of the business area made a negative contribution to Group profits in the sum of 31.5 million (2010: a negative sum of 23.6 million), an increase of about 33.8% over As a result of this operational and financial performance, Income before taxes amounted to 23 million (2010: 21.6 million) and total net profit to 13.3 million (2010: 9.1 million), of which 12.7 million relating to non-controlling interests.

38 38 PRESENTATION OF CONSOLIDATED FINANCIAL STATEMENTS 2011 Turnover Environment & Services (Million Euros) Waste water Logistics Multi- Services 2011 EBITDA Ambiente e Serviços (Million Euros) Waste Water Logistics Multi- Services : Pro forma data (use of the equity method in recognising the financial interests in joint ventures and retrospective application of IFRIC 12 and IFRIC 15). The Logistics segment continued to account for the greater part of this business area, about 41% of its turnover. This is followed by Waste, with a relative weight of 28%. These two segments together account for about 68% of the total of the Environment & Services area in terms of turnover (2010: 67%) and 81% in terms of operating profitability measured by the EBITDA (2010: 75%). Waste In 2011 the Waste business returned a growth of 6%, its turnover up from million in 2010 to million in In EBITDA terms the margins improved (32.3% in 2011, compared to 26.6% in 2010), contributing to the growth of EBITDA by about 22.5% compared to last year (2011: 38.9 million; 2010: 31.7 million). The Waste business segment has been consolidated within the SUMA Group, incorporating more than three dozen companies that complement their activities in a strategic alliance whose goal is to offer multiple solutions within the scope of the Waste life cycle. SUMA has a unique profile in the domestic market, with over 15 years of leadership in its area of action and recognised competence in the field of Integrated Waste Management. The focus on service diversification and specialisation in activities with greater development potential, including the industrial waste and treatment market, provide a more comprehensive offer of services. The option of internationalisation in this business segment highlights the ambition for growth and allows the development of the organisation, with more ambitious and simultaneously sustainable prospects. The global crisis is not foreign to the Waste Sector in Portugal and its effects on activities related with this sector have emphasised the difficulty of growth and investment that have lasted for many years. All strategic development initiatives in this area have not produced the desired effects on the growth of the business and on the expected incentive for private enterprise, and are not promoting an approach of the national reality to the reference values of the European Union. Despite developments in terms of innovation and implementation of best practices and the effort demonstrated by the private sector in the Waste segment, the path to progress in Portugal will be a long one, with internationalisation as an alternative for enterprising companies. Structured on the values of service to the environment and contributing to the welfare of the population, SUMA views itself as reference player in the solid-waste collection and urban-cleaning market. The economic result of its business made the biggest contribution to the results of this segment, while also making the largest contribution in terms of turnover. It is worth noting the growth in the industrial-waste market, with major contributions by the firms Correia & Correia, Enviroil and Triu.

39 01. Consolidated Management Report 39 SUMA The ambitious project to internationalise the Waste sector is becoming increasingly prominent, with an increase of turnover mainly through the firm Vista Waste, which provides waste-collection and urban-cleaning services in Angola. Together with Ekosrodowisko in Poland, which provides services involving waste collection and urban-cleaning, snow-clearing, cleaning interiors and maintenance of green spaces, the relative weight of turnover abroad now accounts for about 25% of turnover total. With the extension of its business to the markets of Central Europe and Africa, SUMA is seeking to apply the know-how acquired proving excellent services to local populations in Portugal, the aim being to make its quality known abroad. Leadership of the privatised Portuguese market in the solid urban waste segment has been consolidated for more than a decade, and by the end of 2011 SUMA had a 53% market share, involving a population of 2.2 million to which it provides services. With regard to the solid urban waste management and treatment segment, SUMA does business in 36 municipalities, serving over 600,000 inhabitants. Abroad, with contracts in effect during 2011, the population covered stands at 485,000 in 11 municipalities in Poland and 900,000 inhabitants in three municipalities of Angola. Human resources, a key factor of success in this business, total 3,099 workers, inside and outside Portugal. Through a policy of organisational innovation and definition of motivational strategies, the intention is to increase productivity and the commitment to the Group culture. Investment in logistic means suited to the needs of the services requires careful analysis of the issues of quality, efficiency and safety, allowing the company to be equipped with resources ensuring the best performance, both at production and at environmental level. The equipment now involves more than 1,130 light and heavy vehicles, supplemented by more than 2,400 items of light production equipment. A total of 73,000 containers have been distributed, demonstrating the size of the Group. SUMA, featuring more than 30 companies, continued in 2011 to consolidate its national leading position in the sector (Turnover of EUR 120 million), and the international activity it developed contributed toward its performance. The success of this project is corroborated by several certifications and accreditations awarded in respect of integrated management systems set up in Group companies. The policies of innovation, a spirit of initiative and change, dynamism and development result from the relentless pursuit of efficiency and excellence in the activities that are undertaken. Evaluation of the benchmarks leads

40 40 PRESENTATION OF CONSOLIDATED FINANCIAL STATEMENTS 2011 to a finding of growth and continuity, which allows us to face the future with optimism and with the commitment required to met the established goals based on the sustained consolidation of leadership in Portugal and sustainable growth in international markets. By the end of 2011, in order to align the interests of Mota-Engil and Grupo Leão, Suma disposed of its stake in Geo Vision, having swapped it for an additional stake in Concessão Rodovias do Tietê (CRT), increasing its stake in the latter concession from 40% to 50%. As of December 31st, 2011 the authorizations from both the financing entities and the grantor were still pending. Water The Water business segment includes the water supply and sewage concessions of the municipalities of Fafe, Santo Tirso, Trofa, Santa Maria da Feira, Matosinhos and Vila do Conde, controlled by subsidiaries of the Indaqua Sub-Group, the first three of which are engaged only in water-supply service. It also includes a public-private partnership with the municipality of São João da Madeira, for the management of the public municipal water supply and wastewater and storm-water collection service in the municipality. The lives of these concessions vary between 25 and 50 years and the PPP has an unlimited life, involving the management of about 210,000 customers and 4,400 kilometers of water-supply and sewage networks. In the international market Indaqua has controlled Vista Water since 2009, a company operating in the Angolan market, which, in 2011, has a technical-assistance contract under way for the Water for All programme for the Energy and Waters Ministry. During the year it was awarded a contract in respect of technical-assistance services for the creation and start-up of Águas de Saurimo e Dundo and the contract for the training in operation and maintenance of the basic sanitation infrastructures, a programme sponsored by the European Union. Also within the international market, a consortium that includes Indaqua was awarded, during the 2nd half of 2011, the upgrade, operation and maintenance of the Macao Wastewater Treatment Plant, having started these activities in October Indaqua is the biggest private Portuguese operator insofar as municipal water concessions are concerned. Taking into account that sewerage services are not provided under the Fafe and Santo Tirso/Trofa concessions, Indaqua ranks second in the market. The evolution of the domestic market in 2011 was not favorable to Indaqua s growth prospects in that few calls for tender were issued and those that were successively postponed. This notwithstanding, Indaqua had more than 210,000 customers in December 2011, an increase of some 3.9% compared to 2010, while the volume of water billed amounted to about 23 million cubic metres. Sewerage user numbers in December 2011 amounted to about 142,000, an increase of about 3.8% compared to 2010, the total volume billed amounting to around 15.2 million cubic metres. The investment in Portugal amounted to 42 million, the larger part invested in infrastructure, involving the construction of sundry works as defined in the investments plans of the concessionaire companies.

41 01. Consolidated Management Report 41 Indaqua In the domestic market, and in view of the State s financial debility, Indaqua believes that as from 2012, some calls for tender will be issued for municipal concessions or for participation in municipal companies and it will submit bids in all of them, provided they are seen to be sustainable from an economic and financial standpoint. For 2011, in the international market, Indaqua expects that it will take part in calls for tender in Peru in the field of operation and maintenance of basic sanitation infrastructures, and will continue to seek new geographic markets where it will be able to put to good use the skills acquired over the years on the domestic market. Indaqua maintained the growth trend of its activity and in 2011 invested EUR 42 million in the network structures for the supply of services of acknowledged quality.

42 42 PRESENTATION OF CONSOLIDATED FINANCIAL STATEMENTS 2011 Leixões Container Terminal (Tertir) Logistics The Logistics segment embraces all the Group s activities in the logistics sector (operation of road-rail terminals, integrated logistics and carriage of goods by rail) and ports sector (operation of marine terminals). Tertir, a Group holding company for the logistics area, occupies a leading position in port-terminal operations (Lisbon, Leixões, Setúbal and Aveiro). Consolidating its know-how in public infrastructure concessions, it also carries out integrated stevedoring, road and rail transport, logistic and intermodal services, distribution, forwarding and other related services, Here, it is outstanding as the first private Portuguese operator to move into the carriage-of-goods-by rail market and is co-promoter of the country s biggest logistics platform, which is located at Poceirão that will serve Lisbon and the ports of Lisbon, Setúbal and Sines. Internationally, the Group does business in several countries, with emphasis on the 30-year concession of the port of Paita, located in northern Peru. The concession was awarded in 2009 to a consortium controlled by the Group (Terminales Portuarios Euroandinos) and on the 35-year concession of the Ferrol container terminal, in Galicia, awarded in July 2011 to Terminal de Contenedores de Ferrol, a company wholly owned by TCL (Terminal de Contentores de Leixões). Transitex has also seen a growing international role. It is a cargo-forwarding agency that handles door-to-door deliveries of containers, operating in countries such as Spain, Mozambique, Mexico, Brazil, Colombia and Peru. As a result of the corporate restructuring started in previous years and completed in 2011, the Logistics segment has today a simpler and more efficient corporate structure. Several mergers of companies and swaps of shareholdings led to the concentration of the activity in a single company and put all the companies of the latter segment under the umbrella of Tertir.

43 01. Consolidated Management Report 43 Against a background of little economic activity in Portugal, the export sector played a positive role in 2011, returning an annual growth of about 15%. Port terminals took advantage of Portugal s foreign trade, handling about 796,000 containers, compared to 716,000 in For 2012 and 2013 the outlook of the Portuguese government and of the European Commission is one of ongoing growth of exports, opening up the way to increasing the focus on the various businesses linked to the logistics value chain. With regard to rail transport, Takargo Rail, following its award of a carriage of goods by rail operator license in 2006, consolidated its operations as the Iberian benchmark in the carriage of goods by rail. In the wake of the revocation by the Assembly of the Republic of the decree-law that extended up to 2042 the Alcântara terminal concession, the arbitral tribunal considered that there were no legal grounds for this revocation. During the year the Logistics segment continued to account for biggest share of the activity of this business area. With a growth of 10.9% over 2010, the segment generated turnover in the sum of 177 million (2010: 159 million). In EBITDA terms the margins improved significantly (22.5% in 2011, compared to 20.3% in 2010) and for this reason the EBITDA grew by about 23% compared to last time, to stand at 39.7 million (2010: 32.3 million). This performance reflects the growth of Portuguese exports in 2011, which had a direct impact on port activity and on road and rail transport. Reflecting the positive behaviour of national exports in 2011, the logistics segment, developed by the Tertir Group, reached a Turnover of EUR 177 million (+10.9% compared to 2010), and improved its EBITDA in 23%.

44 44 PRESENTATION OF CONSOLIDATED FINANCIAL STATEMENTS 2011 Vibeiras Multi-Services The Mota-Engil Group involves a number of companies engaged in the provision of services in which subcontracting is seen to be an interesting alternative for their customers, who are thus able to outsource activities that are not part of their core business. The Multi-services segment increased its activity, with a strong contribution of the subsidiaries Manvia and Vibeiras, and its segment presented a Turnover EUR 58.5 million. Of the companies that make up this area, mention is made of the activities of the industrial and buildings maintenance segments, through Manvia. This company also operates in the field of pipeline rehabilitation through Manvia Condutas. In 2011, there was considerable growth of Manvia s business, its turnover in excess of 20 million, and it also saw remarkable growth of its profitability and order book. The order book increased about 20%, to 74 million. From an operational standpoint, the focus is on a continuation of the very satisfactory performance of the maintenance of the Metro do Porto for the concessionaire company Prometro, SA. Another field of intervention is landscape architecture and the design, construction and maintenance of green spaces and golf courses, through Vibeiras and Áreagolfe respectively. Vibeiras is also involved in the international market, particularly in Angola through VBT, in Mozambique through Vibeiras Moçambique and in Morocco through a branch. Despite the difficulties of the domestic market, Vibeiras was also able to grow, its turnover standing at 23.4 million. Furthermore, it was successful in securing a quite interesting order book for In terms of outlook for the green spaces business, VBT whould be highlighted for having reached its break-even point during the year and with a very promising portfolio of orders for the company in 2012.

45 01. Consolidated Management Report 45 Ascendi Group Mention is also made of the involvement in the car-park concessions market through Emsa and Parquegil, companies that have car parks under concessions in several Portuguese cities. Lastly, emphasis is also given to Lokemark, a company specialised in outsourcing billing and mail finishing and direct-mail services, and to Vortal, a pioneer company specialised in the development and management of electronic-transactions platforms. Overall, in 2011, the activities of the Multi-Services segment generated turnover in the sum of 58.5 million, a growth of 1.6% over 2010, while the EBITDA rose to 4.3 million, a growth of approximately 7% compared to that for 2010.

46 46 PRESENTATION OF CONSOLIDATED FINANCIAL STATEMENTS Highway - Portugal Ascendi Group Ascendi Group is the result of a partnership entered into by the Mota-Engil Group and the Banco Espírito Santo Group, in final of 2006, for the transport-concessions area. The process of putting together stakes started in 2010 through the share capital increase of Ascendi Group fully subscribed by ESConcessões through the transfer of the stake holdings owned by the latter in Norte, Costa de Prata, Beiras Litoral e Alta, and Grande Porto concessions. In 2011 the process of transferring stakes proceeded, namely with the acquisition of a stake in Vialitoral and CRT Concessionária Rodovias do Tietê (Brazil). Still within the scope of the corporate reorganization of Ascendi Group, Ascendi IGI Inovação e Gestão de Infra-estruturas, SA was constituted, a company fully owned by Ascendi O&M and Ascendi Concessões de Transportes, SGPS was incorporated in Ascendi Group. Evolution of the concessions and assets portfolios The Ascendi Group has not yet transferred all the assets since the necessary permits involve a complex bureaucratic process. The transfer of the other holdings is scheduled to take place during 2012, as planned. The following table reflects the current portfolio and the one that is planned once the whole share-transfer process has been finalised.

47 01. Consolidated Management Report 47 Concessionaire Portugal Present Holding (1) Planned Holding (1) km Ending Investment ( mn) Lusoponte Concessionária para a Travessia do Tejo 38.02% 38.02% 19, Ascendi Auto-Estradas do Norte 74.87% 74.87% 175, ,272 Scutvias Auto-Estradas da Beira Interior % 178, Ascendi Auto-Estradas da Costa de Prata 80.20% 80.20% 109, Ascendi Auto-Estradas das Beiras Litoral e Alta 80.20% 80.20% 172, ,130 Ascendi Auto-Estradas do Grande Porto 80.20% 80.20% 55, Vialitoral Concessões Rodoviárias da Madeira 4.75% 4.75% 44, Ascendi Auto-Estradas da Grande Lisboa % 91, Ascendi Estradas do Douro Interior 8.85% 80.75% 242, Ascendi Estradas do Pinhal Interior 8.09% 79.99% 520, ,429 Total Portugal 1,608,0 8,491 Spain Auvisa Autovía de Los Viñedos % 75, Autopista Madrid Toledo % 81, Total Spain 156,0 810 America México Concesionaria Autopista Perote Xalapa 30.00% 50.00% 60, Brasil Concessionária Rodovias do Tietê 40.00% 50.00% 415, Total Latin America 475,0 859 Africa Moçambique Nova Ponte de Tete 40.00% 40.00% 701, Total Africa 701,0 151 Railway Concessions MTS Metro, Transportes do Sul % 24.89% 20, TOTAL 3.046, (1) Shares held (or to be held) by Ascendi Group, SGPS, SA, or any other company belonging to its consolidation perimeter Increase of holdings in Portugal Under the reorganisation of the holdings and lending continuity to the strategy of strengthening its presence in Portugal, the Ascendi Group increased its asset portfolio on April 14, 2011, and now holds 4.75% of the firm Vialitoral Concessões Rodoviárias da Madeira. The company is headquartered in Funchal and was incorporated on August 24, 1999, having as its sole corporate object the operation and maintenance of the stretch of the ER 101 highway between Ribeira Brava and Caniçal on the island of Madeira, under an exclusive public-service concession, with no toll charges for its users ( SCUT ). Electronic Toll Collection (Ascendi O&M) Ascendi O&M was the vehicle company that, in 2010, invested in the new electronic toll-collection system generally known as Multi-Lane Free-Flow, to allow tolls to be collected from drivers using the Costa de Prata and Greater Porto SCUT concessions (previously toll-free). The system went into full operation in October 2010 and 2011 was a year of consolidation of operations, of stabilisation of the IT platform and of perfecting the exchange of information with Estradas de Portugal, SA, and other business partners. The success of these projects has been recognised nationally and internationally through the award of two prizes, including the IDC CIO Awards 2011 one of the 10 best technology

48 48 PRESENTATION OF CONSOLIDATED FINANCIAL STATEMENTS 2011 projects developed in Portugal in 2011 and the SAP Quality Awards 2011 Gold Award, considered the best Iberian project for the implementation of technological solutions for new businesses. During 2011 electronic toll-collection subsystems were put into operation along the Beiras Litoral and Alta and Interior North concessions, where Ascendi operates the collection system, and also along the Pinhal Interior sub-concession. With the new highways opened, Ascendi O&M, SA, is currently managing a total of 104 colletionpoints that involve processing nearly 1 million transactions per day. Ascendi IGI Inovação e Gestão de Infra-estruturas This company was set up in November 2011 and is wholly owned by Ascendi O&M. Its corporate object includes research, development, product and services in respect of infrastructure management, operation, maintenance and technical assistance Ascendi Douro Interior In the Douro Interior Sub-concession activity continued as scheduled, with the completion of a very significant part of the planned work and subsequent coming into service of several stretches throughout the year. It is a work of great local and regional significance, consisting essentially of a highway profile along Main Route 2 (IP2), between Macedo de Cavaleiros and Celorico Macedo da Beira), and Complementary Route 5 (IC5) between Murça and Miranda Douro. It has, at its southern end, at the link-up with the A25 at Celorico, a stretch of about 20 km with a motorway cross-section with two lanes in each direction. Of the 242 km planned to be built as part of the sub-concession, 23 km came into service in July, 57 km in September and 54 in November which, together with the 46 km that were already in service, made a total of 180 km in operation. Work is still in progress on two sections of the IC5, namely Nozelos Mogadouro, 46 km, and Carlão Pombal, 16 km. The latter is of particular technical complexity as it includes a very significant engineering work the Bridge over the River Tua the deck of which was successfully completed in January Ascendi Pinhal Interior Along In the Pinhal Interior Sub-concession activity continued as scheduled, involving both improvements to the National and Regional Highway network under concession and, principally, a significant advance to the work on the sections to be built from scratch. The sub-concession involves a total of 520 km, divided into 30 sections. Essentially, it comprises a north-south axis with a Motorway profile the IC3, another East-West axis (the IC8) which crosses the former and has an Expressway profile and, lastly, a set of National and Regional highways in the Pinhal Interior region. The new construction is essentially along the IC3, at the eastern end of the IC8 between Proença-a-Nova and Perdigão, and also along the National Highway 238 between Cernache do Bonjardim and Oleiros. At the end of 2011 about 124 km were under construction. Brasil Concessão Rodovias do Tietê (CRT) In its third year of operation, CRT has focused primarily on continued investment in the highway network under concession, in addition to improving its management model, aiming for excellence in the services, operating safe, smart highways managed by a trained and motivated team.

49 01. Consolidated Management Report 49 Of the major investments, emphasis is given to the start of work on Piracicaba, which will contribute to the development of the municipality, through the flow of traffic and industrial production, as well as having been the key point for the installation of the Hyundai plant in the city. It started also the twofold widening of 59 km of the SP-308 and of 31 km of the SP-101, major access highways from the interior to the city of São Paulo, besides the replacement of pavement over more than 400 km of highways. In-house, the construction of new head office was completed, providing better working conditions for the whole team, in addition to the setting up of a new management model (BPM), which aims to build a distinctive environment based on best management practices, corporate governance, project management and business-process management. By the end of 2011, in order to align the interests of Mota-Engil and Grupo Leão, Suma disposed of its stake in Geo Vision, having swapped it for an additional stake in CRT, increasing its stake in the latter concession from 40% to 50%. As of December 31st, 2011 the authorizations from both the financing entities and the grantor were still pending. México Concessionaria Autopista Perote-Xalapa In Mexico negotiations with the concessor were finalised in July 2011, in respect of the enlargement of the cross-section from 2x1 to 2x2 lanes, and at the same time the life of the concession was extended from 30 to 45 years. For the purpose, a subordinated loan was contracted with Fonandin amounting to over 2.8 billion Mexican pesos. This alteration will increase the concession s service level and will allow the entire connecting link between Vera Cruz and Mexico City (via Xalapa) to have a 2x2 cross section, increasing the traffic potential of this concession. Moçambique Estradas do Zambeze The year under review was characterised by the start of the construction of the new Tete Bridge with the construction of the footings of the bridge and approach viaducts. The funding of these activities was carried out by means of the Concessional Credit Line (first draw-down in March 2011), of an increase of the company s equity capital in the sum of 1.2 million, and of the transfer, as from May 2011, of the Concessor s revenue from charging border fees in the zone of influence of the Concession (borders with Malawi, Zambia and Zimbabwe). In October 2011 a formal start was made to the process of highway assistance and monitoring along the 700 kilometres of highways in the province of Tete. New projects In order to ensure continued growth of Ascendi s business, to create value for its equityholders and to strengthen its presence in the global economies, in addition to the focus on its present markets (Latin America and Africa), Ascendi decided to invest in emerging Asian markets, particularly in India. Thus, in consortium with Essar Projects Limited it took part in three pre-qualifications: Six Laning of Agra-Etawah Bypass Section, Six Laning of Chandikhole-Paradeep Section and Six Laning of Gundugolanu to Rajahmundry Section. Ascendi was one of the companies selected for the Six Laning of Agra-Etawah Bypass Section project and expects to be pre-qualified for the other two projects.

50 50 PRESENTATION OF CONSOLIDATED FINANCIAL STATEMENTS Mota-Engil on the stock market The financial crisis in the euro area that had marked 2010 has deteriorated noticeably, requiring that the European Union and the IMF grant financial aid to Greece, Ireland and Portugal. In this connection, the Greek and Portuguese bond markets have performed very negatively, despite the efforts of the European Central Bank to curb the rise in rates, which involved massive purchase of government bonds of these countries. The contagion to other European markets, namely Spain and Italy, a reality that marked the first half of the year, eventually dissipated during the last quarter of the year. At the same time, the risks of instability in the Middle East swelled, first with the popular revolts in North Africa and later with the growing tension between the United States and Syria and Iran. During the year, were also significant downward revisions of the economic growth of the world s major economies, with a particular focus on the Euro area. This extremely unfavourable background in which investors showed little interest in shares of the peripheral countries of Europe and have proved particularly reluctant to invest in companies in the construction and public works sector, MOTA-ENGIL shares returned a negative annual performance of 41% over the previous year, a year in which they had already dropped by 56%. The performance of the shares throughout the year is as follows: 1st half nd half 2011 total Performance st half nd half 2010 total Performance 2010 Mota-Engil shares -59% 19% -41% -46% -10% -56% PSI % 100% -28% -17% 6% -10% EURONEXT % 100% -14% -9% 10% 1% The performance of the share price is shown in the following charts: Performance of share price 2011 (millions of euros) 120% 110% 100% 90% 80% 70% 60% 50% Dec - 10 Jan - 11 Feb - 11 Mar - 11 Apr - 11 May- 11 Jun - 11 Jul - 11 Aug - 11 Sep - 12 Oct - 11 Nov - 11 Dec - 11 ME PSI20 Euronext 100

51 01. Consolidated Management Report 51 Performance of share price % 140% 120% 100% 80% 60% 40% Jan 11 Fev 11 Mar 11 Apr 11 May 11 Jun 11 Jul 11 Aug 11 Sep 11 Oct 11 Nov 11 Dec 11 ME VINCI HOCHTIEF FERROVIAL EIFFAGE FCC The intrinsic value of the shares, according to the evaluation made by the eight financial analysts that monitor them, still has a significant upside. The price targets for MOTA-ENGIL stand between 1,25 and 3.30 (the closing price of the shares on December 31, 2011, stood at 1.035). With regard to volume, 46 million shares were traded in 2011, 60% less than the previous year The evolution of liquidity is shown in the following charts: Evolution of liquidity of shares (Million OF SHARES) (Million OF SHARES) T 2T 3T 4T The company paid out a gross dividend of 11 cents per share during the first half, providing a dividend yield of 7.4% on the average share price during the year. The Company s Board of Directors is pleased to present in this report its proposal for the appropriation of profits calling for the payment of a dividend of 11 cents per share. The central aim of risk management is to create value through processes involving management and control of uncertainties and threats that could affect the Group s subsidiaries, based on a perspective of long-term continuity of operations RISK MANAGEMENT Exposure to risk by any subsidiary of the Mota-Engil Group must at all times be subordinated to its strategy and be limited to and accessory to the business of each company, to allow them to pursue and meet the goals established for the various business areas.

52 52 PRESENTATION OF CONSOLIDATED FINANCIAL STATEMENTS 2011 The boards of each of the Group s business areas are responsible for the Risk Management process, which generally involves a number of sequential stages or phases that are repeated cyclically, detailed as follows: Risk identification: determination of the risks to which the organisation is exposed and of the level of tolerance of exposure to such risks; Risk measurement: quantification of risk exposures, and preparation of basic reports to support decision-taking; Risk control and management: definition of the measures to be taken in facing risks; Implementation of the established risk-management measures; Evaluation of the risk-management process and, if necessary, realignment and redefinition of strategies. The Mota-Engil Group has several committees of a consultative nature whose mission is to monitor matters of great importance to its sustained development, bringing to bear an independent, objective vision in support of the decision-taking process of the Mota-Engil, SGPS, SA Board of Directors. The main duties and responsibilities of the Audit and Risk Committee are to appraise the Group s investment and business-risk policies and its projects, to examine and issue opinions on investment or divestment plans, to issue opinions on moves into and out of business areas, and to monitor major financial and corporate transactions. Therefore the main risks to which the Group is subject, which are now addressed, are covered by the in-house reports of this committee, in conjunction with the reports or communications issued by staff having corporate functions, with emphasis on Legal Department, Corporative Planning and Controlling Department, Corporate Finance and Corporate Human Resources Division. The mission of the Investment, Audit and Risk Committee is to support the management of the Mota-Engil Group in strengthening the means and methods of action employed in internal control and in anticipation of the business risks. The Committee lent continuity to the new cycle of activity begun in 2008, through the Audit and Risk Office, whose resource structure is specifically directed at the following functions: Risk identification and appraisal, suggesting the establishment of acceptable risk levels in the light of the established management goals; Issue of opinions as to alterations of the degree of risk inherent in the business of the Mota-Engil Group; Minimisation of operational deficiencies and losses, strengthening the capabilities of the Mota-Engil Group in the identification of potentially damaging effects, in risk appraisal and in putting forward responses, thus reducing unforeseen costs or losses; Identification of transverse risks within the Group, auditing implementation of the corporate policies and good practices of the Mota-Engil Group; Issue of prior opinions on risks inherent in the acquisitions and/or disposals defined by the Mota-Engil Group; Conformity audits in the development of processes and activities in every materially relevant area and/or company of the Mota-Engil Group.

53 01. Consolidated Management Report 53 After the table of risks of the materially relevant companies of the Mota-Engil Group had been drawn up, internal audits are performed annually at several Group companies, the aim being to instil efficiency in the use of the means of internal control and to improve their business processes. This methodology ensures a dynamic process in risk monitoring at each operation of the Mota-Engil Group, promoting adequate measures in the light of the perceived risk, keeping in step with its evolution. Additionally, in 2010, it was strengthened the monitoring of the implementation of measures suggested in the course of work carried out previously. Financial Risk Management The Mota-Engil Group, like other companies and businesses, is exposed to a variety of financial risks, and special attention is warranted in respect of the interest-rate risk, the exchange-rate risk, the liquidity risk and the credit risk. This set of financial risks is the result of its business and induces uncertainties as to its ability to generate cash flows and returns adequate to the remuneration of equity. The Group s financial-risk management policy endeavours to minimise possible adverse effects arising from the characteristic uncertainty of the financial markets. This uncertainty, which is reflected in various aspects, requires special attention and concrete, effective measures in the management of the financial risks. Financial risk management activity is co-ordinated by the Corporate Finance Division with the support of the Corporative Planning and Controlling Department and it is undertaken in accordance and in compliance with the guidelines approved by the Board of Directors, with the Investment and Risk Audit Committee providing a consultative role, delegated by the former, though the Boards of each business unit of the Mota-Engil Group retain full responsibility. The Group s stance in respect of financial-risk management is a cautious, conservative one that uses derivatives instruments to hedge risks as and where advisable, always from the standpoint that they are related to the company s normal, routine business. No positions are ever taken in derivatives or other financial instruments of a speculative nature. The various types of financial risks are interrelated and the various management measures, even though specific to each, are largely related. This interrelation contributes to the pursuit of the same common goal, that is, reduction of the volatility of cash flows and of expected returns. Interest-rate Risk The aim of the interest-rate management policy it s to optimise the cost of borrowings and to ensure that financial charges are not excessively volatile, that is, to control and mitigate the risk of incurring losses as a result of variations of the interest rates to which the Group s debt its indexed, most of which is denominated in euros. By 2008, several business areas have realised various interest-rate hedging operations to fix or limit interest rates on loans, particularly those indexed to the Euribor, involving contracting swaps or other structured derivatives instruments at zero cost, which contribute, and will continue to do so, to the reduction of the sensitivity of financial charges to possible interest-rate increases. The rationale underlying these operations is the pursuit of the goal of realising and/or maintaining hedging for about 30% of the Group s corporate debt, usually issued at an indexed or variable rate.

54 54 PRESENTATION OF CONSOLIDATED FINANCIAL STATEMENTS 2011 After 2008 and in view of the stagnation to which short, medium and long-term interest rates have been voted, now stable at historic minimum in the wake of the serious, prolonged economic and financial crisis that is affecting us, no new hedges have been taken out for this risk. However, the Group keeps a careful eye in on any reversal of this trend that will surely accompany the inevitable upturn of the economies in the coming years. Exchange-rate risk The aim of the exchange-rate risk management policy is to reduce the volatility of investments and transactions expressed in foreign currency (currencies other than the euro), contributing to lesser sensitivity of the Group s profits to currency fluctuations. The exposure of the Mota-Engil Group to the exchange-rate risk stems mainly from the business done by several of its subsidiaries in various markets, particularly in Angola and Central Europe, where the business accounts for an increasingly important share of turnover, but also, as from 2009, in Central and South America, Mexico and Brazil in particular. This brings about new challenges through exposure to new currencies and new economic and financial realities. In exchange-rate risk management terms the aim is, as where considered possible or advisable, to carry out natural hedging of the value of the exposure by means of financial debt expressed in the foreign currency associated with the values at risk. Where this does not prove possible or appropriate, other operations are contracted or undertaken from a standpoint of minimisation of their cost, especially to hedge risks in future currency transactions to provide a large degree of certainty as to the amount and date of realisation. Liquidity Risk The aim of liquidity-risk management is to ensure that the funds available from time to time within the Group and its subsidiaries are sufficient to cover in a timely manner all the financial commitments entered into. It is therefore a matter of ensuring that the Group has the financial means (balances and financial inflows) required to meet its commitments (financial outflows), as and when they fall due. Ensuring very considerable financial flexibility, essential to the management of this risk, has been provided by the following management measures: Establishing a partnership relationship with the financing entities, ensuring their financial support for the Group from a long-term viewpoint during the good and the bad times that cyclically mark every business; Contracting and taking out surplus short-term credit lines, to act as a liquidity reserve, available for use at any moment; Carrying out thorough financial planning per company, involving preparation and periodic review of cash flow budgets, allowing a prediction of future cash surpluses and shortfalls, and optimisation and integrated management of the cash flows between Group subsidiaries; Financing medium and long-term investments, matching the debt maturities and the repayment plan of the liabilities arising from the loans, with the capacity of the project or company to generate cash flows; Starting the process of negotiation of refinancing medium- and long-term loans falling due during the year six months in advance of their maturity;

55 01. Consolidated Management Report 55 Keeping up a debt structure for the companies, with medium and long-term loans standing between 60% and 70%, thus reducing their dependence on more volatile short-term funds, creating a certain immunity to episodic factors affecting the financial markets; Ensuring staggered maturity of financial debt over time and continuing to extend the average maturity of the debt to make it more consistent with some of the long-term assets held by the Group; Searching for new sources of financing and new lenders, with the aim of: geographic diversification attracting new resources in the various markets in which the Group carries on its business; debt-instrument diversification fund-taking from alternative sources. Efficient liquidity-risk management is intimately related with the adequate management of the other financial risks, complementing the pursuit of this goal, while ensuring that cash flows are realised on schedule in the planned amounts. Credit risk The aim of the credit-risk management policy is to ensure that the Group s subsidiaries effectively collect amounts owed by third parties by the deadlines established and/or negotiated for the purpose. The Group s exposure to credit risk has to do, in particular, with receivables arising in the normal course of its various businesses, in which special attention is warranted by activities involving provision of services and/or retail sales. Mitigation of this risk is preventively achieved prior to exposure to the risk, making use of entities that provide credit-risk information and profiles, providing the grounds for decisions to extend credit. Subsequently, after credit is extended, mitigation of this risk involves the organisation and upkeep of credit-control structures and, in some special cases, recourse to credit insurance provided by credible insurers in the marketplace. These measures contribute to keeping customers debt at a level that will not affect the financial health of the Group s subsidiaries. With the aim of performing overall management of its People, promoting transverse development its Human Resources regardless of the business area and country in which they are performing their duties, the Mota-Engil Group s Human Capital Development strategy has maintained its guidelines, ensuring the necessary alignment with the business strategy and cycle Group s human capital management The year under review was therefore marked by continuity of the work of definition, implementation and consolidation of Corporate Human Resources Policies and Models developed for the Group, as well as Corporate Human Resources Programmes and Projects applicable to the Mota-Engil Group.

56 56 PRESENTATION OF CONSOLIDATED FINANCIAL STATEMENTS 2011 This work is based on the 4 strategic human resources axes established under the 2013 Ambition Plan: 1. Identify, develop & manage talent within the Group; 2. Promote staff internationalisation & mobility; 3. Cultivate meritocracy; 4. Foster a homogeneous, shared culture. Implementation of the strategic human resources axes defined is achieved through the development and implementation of human resources initiatives, of which the following may be highlighted: Identify, develop & manage talent within the Group Continuing the work of developing the talent that characterises the Group s corporate university, the Mota-Engil Active School, through its Leadership and Management School, invested in 2011 in the development of skills considered critical to the success of the business and of its People, investing in a targeted way in fostering Management Programmes and Seminars focusing on soft skills. Promote staff internationalisation & mobility The strategy for the development of the Group s business increased, during 2011, the importance of the strategic axis directed at the promotion of staff internationalisation and mobility. In this connection, and to support the creation and development of a global business based on a set of processes and tools that promote proper management of employee mobility within the Group, 2011 saw an increase of the work undertaken under the International Mobility Policy, ensuring the extension of its validity and life and implementation in the various markets in which Mota-Engil operates. In parallel, the focus on internal mobility of employees has also proved to be highly relevant, leading to the Corporate Recruitment and Integration Model concept, a new HR Corporate Standard for Mota-Engil. Among other areas of activity, this model allowed a definition of assumptions, rules and procedures to promote internal staff mobility and rotation, ensuring response to the Group s needs through capitalising on existing resources and taking advantage of potential internal synergies while ensuring retention of Talent within Mota-Engil. Cultivate meritocracy Under the strategic Cultivating Meritocracy axis, 2011 was marked by the enlargement of the scope of the Corporate Performance Management Model and of the Remuneration policy of the Mota-Engil Group. The purpose of the former is to support the development, management and recognition of its People s performance, while the remuneration policy s mission is to reward individual and team performance, ensuring fairness and the ability to attract, mobilise and retain the talent needed for the management of the business. Foster a homogeneous, shared culture The Mota-Engil Active School, through its Culture and Values School, plays an extremely important role in promoting a homogeneous, shared culture within Mota-Engil, to the extent that it constitutes a transverse action within the Group and is a school that is made from the inside to the inside, with the aim of disseminating and strengthening the Mota-Engil Culture and Values in the employees of the various different business units and markets where the Group carries on its business.

57 01. Consolidated Management Report 57 Looking to address the need to monitor key business indicators that, on the one hand, reflect the strategic priorities and concerns of the Group in the matter of human resources and, secondly, to contribute to the support and leverage of the business goals, the HR Reporting project was developed during 2011, which aims to act as a tool for the monitoring, promotion and strengthening of human resources priorities at strategic, corporate and organisational level. The coming year will necessarily lend continuity to the development of Corporate Human Resources Policies, Models, Programmes and Projects to enable transverse management of the Group s People. The focus on the strategic human resources axes will ensure alignment with the strategy and needs of the market and of the business. During the year, the non-executive directors regularly participated in meetings of the Board, discussed the matters under debate and expressed their views on the strategic guidelines and the specific business areas. Where necessary, kept a close contact with the corporate directors and business managers Activity carried out by non-executive Board Members The Individual Management Report contains the following proposal: the Board of Directors of Mota-Engil, SGPS, SA, proposes to the Annual General Meeting the following appropriation of the Net Profit for the year in the sum of 40,292,308: a) To legal reserve 5% or 2,014,615.40; 1.8. Proposal for the appropriation of profits b) For distribution to the Board of Directors under the terms of article 27.3 of the articles of association, the sum of 700,000, or about 1.74%; c) For distribution to equityholders, a total of 22,509,926.45, or 11 cents per share, subject to tax; d) To free reserves, the remainder, or 15,067, Implementation of the strategic lines defined by the Group s 2013 Ambition strategic development plan, allows us to predict that in 2012 it will be possible to maintain the growth of the consolidated businesses, reinforcing their internationalisation and diversification The Outlook for 2012 The recently-announced reorganisation of the Group will, in 2012, open up the way to growth, improved operational efficiency and value creation. In this way, and in line with its strategic goals, the Mota-Engil Group predicts the following for 2012: Growth of Consolidated Turnover by more than 15%, underpinned by a strong foreign order book; Maintenance of the margins in Portugal, despite the reduction of Turnover; Stabilisation of margins in Central Europe, with a continuation of the activity;

58 58 PRESENTATION OF CONSOLIDATED FINANCIAL STATEMENTS 2011 Strong growth of Turnover in Africa, with sustained margins in a geographically diverse portfolio; Stabilisation of the margins in America, with maintenance of the growth rates; Ascendi Group making a contribution to Group Profits of less than 10 million; An order book of more than 3.5 billion, underpinned by international business. Attention is drawn to the fact that these prospects do not constitute a commitment as to the future performance of the Group, but simply a best forecast, as of this date, of the business of its companies in Therefore, the actual performance achieved in 2012 may differ substantially from these predictions. Additionally, Mota-Engil does not undertake to update or correct this information because of any alteration of endogenous or exogenous factors that may come to alter the performance of the Group Subsequent events In 2012, until the issue of this report, the following relevant fact occurred, details of which are adequately disclosed, as a disclosure of privileged information, in the websites of Mota-Engil and CMVM: - Mota-Engil, SGPS, SA announces the award of works in Africa worth 900 million euros. MOTA-ENGIL informs the increase of its order book in Africa with the award of new contracts amounting to 1.2 billion dollars (about 900 million Euros). The following awards contributed to this amount: Construction of km of railway line in Malawi for the mining company Vale S.A. to be completed in 27 months. The project amounts to 703 million dollars (540 million Euros) and is part of the Nacala Corridor, a infrastructure of the Vale s Moatize coal mining project. Vale is the world s second largest mining company and the largest Latin American private company. Headquartered in Brazil and with operations in 38 countries, the company currently employs over people. Construction of Calueque dam in Angola for the Ministry of Energy and Water. The works should be completed in 25 months and Mota-Engil s stake amounts to 164 million dollars (126 million Euros) of a total of 225 million dollars. Sonangol s Expansion Project (gas stations) in Angola, to be completed in 12 months and amounting to 107 million dollars (82 million Euros). Project IMOLAP Lots 1 and 3, for the construction of a real estate project in Angola, to be completed in 24 months and amounting to 99 million dollars (76 million Euros). Financial City Project, for Finicapital in Angola, to be completed in 18 months and amounting to 73 million dollars (56 million Euros). Solar Village Project, to Sonangol Holdings, in Angola, to be completed in 10 months and amounting to 26 million dollars (20 million Euros). Mota-Engil keeps growing in this market, with a total present backlog of 1.6 billion Euros..

59 01. Consolidated Management Report 59 We would like to thank all the Group s employees, for their personal and professional commitment, the Corporate Officers, the customers and all those in any way related with its various companies Closing remarks Porto, March 12, 2012 António Manuel Queirós Vasconcelos da Mota Chairman of the Board of Directors Jorge Paulo Sacadura de Almeida Coelho Deputy-chairman of the Board of Directors and Chief Executive Officer Arnaldo José Nunes da Costa Figueiredo Deputy-chairman of the Board of Directors and Member of the Executive Committee Gonçalo Nuno Gomes de Andrade Moura Martins Deputy-chairman of the Board of Directors and Member of the Executive Committee (Chief Financial Officer) Maria Manuela Queirós Vasconcelos Mota dos Santos Member of the Board of Directors Maria Teresa Queirós Vasconcelos Mota Neves da Costa Member of the Board of Directors Maria Paula Queirós Vasconcelos Mota de Meireles Member of the Board of Directors Ismael Antunes Hernandez Gaspar Member of the Board of Directors and Member of the Executive Committee Luís Filipe Cardoso da Silva Member of the Board of Directors Maria Isabel da Silva Ferreira Rodrigues Peres Member of the Board of Directors and Member of the Executive Committee Carlos António Vasconcelos Mota dos Santos Member of the Board of Directors and Member of the Executive Committee Pedro Manuel Teixeira Rocha Antelo Member of the Board of Directors Luís Valente de Oliveira Non-executive and independent member of the Board of Directors António Bernardo Aranha da Gama Lobo Xavier Non-executive and independent member of the Board of Directors António Manuel da Silva Vila Cova Non-executive and independent member of the Board of Directors

60 In each mission, shared success. Thanks to a well defined mission of diversification generating value, today we share undeniable success in countries in four continents. A strategy of sustained growth with activities in areas as diverse as Engineering and Construction, Environment and Services, Transport Concessions, Energy, Mining and Industry. This is our strength.

61 02 CONSOLIDATED FINANCIAL INFORMATION

62 62 PRESENTATION OF CONSOLIDATED FINANCIAL STATEMENTS 2011

63 02. CONSOLIDATED FINANCIAL INFORMATION 63 MOTA-ENGIL, SGPS, S.A. Separate Consolidated Income Statement For The Year Ended December 31, 2011 & 2010 Year 4th Quarter Notes 2011 Euro 2010 Euro 2011 Euro 2010 Euro (audited) (audited) (unaudited) (unaudited) Sales & services rendered 3 and 4 2,176,072,110 2,004,550, ,620, ,639,191 Other revenues 94,107, ,758,147 38,500,473 64,331,691 Cost of goods sold, mat. cons. & Subcontractors 5 (1,174,263,751) (1,175,693,906) (357,390,336) (352,984,489) Gross profit 1,095,915, ,615, ,730, ,986,393 Third-party supplies & services 6 (415,750,469) (340,420,025) (113,943,254) (88,649,243) Wages and salaries 7 (373,488,767) (358,586,804) (83,805,584) (93,855,274) Other operating income / (expenses) 8 (10,719,064) (14,314,425) (6,447,545) (3,592,057) 4 295,957, ,293,889 96,533,914 66,889,819 Depreciation & Amortization 4, 9, 17 and 18 (91,195,469) (86,379,789) (19,591,331) (21,641,704) Provisions and impairment losses 10 (35,377,966) (19,168,089) (30,099,133) (16,799,804) Operating profit 4 169,383, ,746,011 46,843,450 28,448,311 Financial income & gains 4 e 11 81,185,867 79,324,988 30,484,777 28,776,858 Financial costs & losses 4 e 11 (160,899,960) (130,252,581) (44,180,441) (31,402,855) Gains / (losses) on associated companies 4 e ,094 7,506,187 (2,669,019) 5,174,157 Income Tax 4 e 13 (19,221,542) (18,967,917) (5,505,230) (117,634) Consolidated net profit of the year 71,078,339 69,356,688 24,973,537 30,878,837 Attributable: to non-controlling interests 4 37,646,285 32,406,014 13,494,222 24,670,125 to the Group 4 and 15 33,432,054 36,950,674 11,479,315 6,208,712 Earnings per share: basic diluted To be read with the Notes to the Consolidated Financial Statements

64 64 PRESENTATION OF CONSOLIDATED FINANCIAL STATEMENTS 2011 MOTA-ENGIL, SGPS, S.A. Statement of Consolidated Comprehensive Income For The Year Ended December 31, 2011 & Euro Year 2011 Euro 2011 Euro 4 th Quarter 2010 Euro (audited) (audited) (unaudited) (unaudited) Consolidated net profit for the period 71,078,339 69,356,688 24,973,537 30,878,837 Other comprehensive income Exchange differences stemming from transposition of financial statements expressed in foreign currencies 268, ,549 17,029,858 1,247,207 Variation, net of tax, of the fair value of financial derivatives (8,536,077) 1,684,353 (1,668,888) 4,233,169 Variation, net of tax, of the fair value of mineral resources and others (3,241,575) 6,632,284 (5,303,180) 6,632,284 Reclassification of other comprehensive income (reduction of interest in jointly controlled companies) (17,394,209) Other comprehensive income in investments in associates using the equity method (Note 19) (103,912,910) (22,912,864) (102,402,766) (14,610,040) Other changes in comprehensive income Total comprehensive income for the period (44,343,622) 38,191,801 (67,371,439) 28,381,458 Attributable: to non-controlling interests 31,126,145 31,463,649 16,244,920 30,290,537 to the Group (75,469,767) 6,728,152 (83,616,359) (1,909,080) To be read with the Notes to the Consolidated Financial Statements

65 02. CONSOLIDATED FINANCIAL INFORMATION 65 MOTA-ENGIL, SGPS, S.A. Statement of Consolidated Financial Position as at December 31, 2011 & 2010 Assets Non-current NOTES (audited) 2011 EURO (audited) Goodwill ,372, ,309,629 Intangible fixed assets ,517, ,980,820 Tangible fixed assets ,556, ,058,903 Financial investments under the equity method ,573, ,920,636 Available for sale financial assets 20 5,448,764 20,678,852 Investment properties 21 62,947,053 88,614,797 Customers & other debtors ,525,091 80,680,939 Deferred tax assets 13 50,631,819 47,869, EURO 1,499,573,944 1,544,113,841 Non-current Assets Held for Sale 38 86,340,429 67,807,496 Current Inventories ,360, ,023,766 Customers ,214,752 1,008,220,486 Other debtors ,422, ,982,065 Other current assets ,695, ,927,830 Derivative financial instruments , ,598 Cash & cash equivalents without recourse 23 9,305,697 8,636,101 Cash & cash equivalents with recourse ,914, ,990,001 1,938,382,555 1,844,244,847 Total Assets 4 3,524,296,928 3,456,166,184 Liabilities Non-current Debt without recourse ,719, ,974,953 Debt with recourse ,231, ,034,666 Sundry Creditors ,537, ,298,170 Provisions 28 88,151,934 71,774,463 Other non-current liabilities 29 26,186,042 16,929,087 Deferred tax liabilities 13 30,302,950 32,482,904 Current 1,054,129,627 1,049,494,243 Debt without recourse 25 1,988,542 3,413,463 Debt with recourse ,040, ,952,264 Suppliers ,149, ,169,565 Derivative financial instruments 26 27,700,288 13,684,750 Sundry Creditors ,827, ,011,161 Other current liabilities ,636, ,710,839 2,055,342,715 1,925,942,042 TOTAL Liabilities 4 3,109,472,342 2,975,436,285 Shareholders' equity Equity capital ,635, ,635,695 Reserves 24 74,923, ,120,973 Consolidated net profit for the year 33,432,054 36,950,674 Own funds attributable to the Group 312,991, ,707,342 Non-controlling interests 101,832,978 69,022,557 Total shareholders equity 414,824, ,729,899 Total shareholders equity & liabilities 3,524,296,928 3,456,166,184 To be read with the Notes to the Consolidated Financial Statements

66 66 PRESENTATION OF CONSOLIDATED FINANCIAL STATEMENTS 2011 MOTA-ENGIL, SGPS, S.A. Statement of Consolidated Changes in Equity During The Years Ended December 31, 2011 & 2010 Equity capital Own Shares Issue premiums Availablefor-sale investments FAIR VALUE RESERVES Lands assigned to quarrying operations Derivatives Balance as at January 1, 2010 restated 204,635,695 (22,558,792) 87,256,034 45,586,328 (1,841,058) (8,361,134) Total comprehensive income for the period (17,884,232) 6,632,284 2,833,678 Dividend distribution Other distributions of results Acquisition of own shares (67,728) Transfers for other reserves Change in ownership interest in subsidiaries (ME Angola and others) Alterations to the consolidation perimeter Balance as at December 31, ,635,695 (22,626,520) 87,256,034 27,702,096 4,791,226 (5,527,456) Balance as at January 1, ,635,695 (22,626,520) 87,256,034 27,702,096 4,791,226 (5,527,456) Total comprehensive income for the period (3,241,575) (4,510,044) Dividend distribution Other distributions of results Acquisition of own shares (122,705) Transfers for other reserves Alterations to the consolidation perimeter Balance as at December 31, ,635,695 (22,749,225) 87,256,034 27,702,096 1,549,652 (10,037,500) To be read with the Notes to the Consolidated Financial Statements

67 02. CONSOLIDATED FINANCIAL INFORMATION 67 Currency translation reserve Other reserves Net Profit Own funds attributable to shareholders Own funds attributable to non-controlling interests Shareholders' equity (31,263,466) (3,456,971) 72,612, ,609,114 50,201, ,810, ,722 (22,081,975) 36,950,674 6,728,152 31,463,649 38,191,801 (21,302,947) (21,302,947) (10,263,362) (31,566,309) (837,163) (837,163) (87,628) (924,791) (67,728) (67,728) 72,612,478 (72,612,478) 83,655,930 83,655,930 (3,029,893) 80,626, , , ,166 1,660,152 (30,985,744) 109,511,336 36,950, ,707,342 69,022, ,729,899 (30,985,744) 109,511,336 36,950, ,707,342 69,022, ,729,899 2,461,777 (103,611,979) 33,432,054 (75,469,767) 31,126,145 (44,343,622) (21,299,303) (21,299,303) (4,505,557) (25,804,860) (795,786) (795,786) (32,139) (827,925) (122,705) (122,705) 36,950,674 (36,950,674) (1,028,173) (1,028,173) 6,221,972 5,193,799 (28,523,967) 19,726,769 33,432, ,991, ,832, ,824,586

68 68 PRESENTATION OF CONSOLIDATED FINANCIAL STATEMENTS 2011 MOTA-ENGIL, SGPS, S.A. Statement of Consolidated Cash-Flows For the Years Ended December 31, 2011 & 2010 Operating Activity NOTES 2011 EURO 2010 EURO Cash receipts from customers 2,214,911,902 2,010,583,485 Cash paid to suppliers (1,601,953,259) (1,482,038,133) Cash paid to employees (351,744,481) (326,646,590) Cash generated from operating activities 261,214, ,898,762 Income tax paid/received (19,714,829) (24,795,034) Other receipts/payments generated by operating activities 12,126,789 31,496,212 Net cash from operating activities (1) 253,626, ,599,940 Investing Activity Cash receipts from: Financial assets 37 1,193,229 2,021,692 Tangible fixed assets 8,114,967 16,087,390 Investment grants 5,216,022 Interest and similar incomes 16,404,450 18,852,211 Dividends 4,056,624 7,752,202 Cash paid in respect of: 34,985,292 44,713,495 Financial assets 37 (2,151,013) (33,443,172) Intangible fixed assets (45,978,215) (2,278,766) Tangible fixed assets (96,373,080) (142,542,166) (144,502,308) (178,264,104) Net cash from investing activities (2) (109,517,016) (133,550,609) FINANCING ACTIVITY Cash receipts from: Loans obtained 61,022, ,563,778 Cash paid in respect of: 61,022, ,563,778 Loans obtained (37,417,333) (46,796,845) Amortization of finance lease contracts (39,979,671) (26,867,605) Interest & similar expense (78,656,797) (60,962,160) Dividends (21,299,303) (21,302,947) Acquisition of treasury shares (122,705) (67,728) (177,475,809) (155,997,285) Net cash from financing activities (3) (116,453,601) (6,433,507) Variation of cash & cash equivalents (4)=(1)+(2)+(3) 27,655,505 68,615,824 Variations caused by changes to the perimeter 18, ,215 Exchange rate effect 5,919,882 3,403,393 Cash & cash equivalents at the beginning of the year ,626, ,214,670 Cash & cash equivalents at the end of the year ,220, ,626,102 To be read with the Notes to the Consolidated Financial Statements

69 02. CONSOLIDATED FINANCIAL INFORMATION 69 MOTA-ENGIL, SGPS, S.A. Notes to the consolidated financial statements as at december 31, 2009 & 2008 The principal business of Mota-Engil, SGPS, SA, having its registered office at Edifício Mota, Rua do Rêgo Lameiro, Porto (Mota-Engil SGPS, or Company) and of its subsidiaries (Group) is public and private construction work and related activities. 0. Introduction A more detailed description of the Group s business is provided in Note 4. Business segments of this Appendix. All sums shown in these notes are presented in euros, rounded to the unit, unless otherwise stated Bases of presentation The consolidated financial statements of the Mota-Engil Group have been prepared on a going concern basis from the books and accounting records of the companies that form the Group, in a manner such that the consolidated financial statements are in accordance with the International Financial Reporting Standards ( IAS/IFRS ) issued by the International Accounting Standards Board ( IASB ) and with the interpretations issued by the International Financial Reporting Interpretations Committee ( IFRIC ) or by the former Standards Interpretation Committee (SIC), as adopted by the European Union. 1. Accounting policies Interim consolidated financial statements were presented quarterly in Accordance with IAS 34 Interim Financial Reporting. For the Group, there are no differences between the IFRS adopted by the European Union and those published by the International Accounting Standards Board. January 1, 2005, marked the start to the period of first application of the IAS/IFRS by the Group in keeping with IFRS 1 First-time Adoption of International Financial Reporting Standards. The following standards, interpretations, amendments and revisions adopted ( endorsed ) by the European Union, enforceable in the financial year started on January 1, 2011, were first adopted by Mota-Engil Group in the year ended December 31, 2011: Standard Date of Issue Date of Application (1) Adopted by the EU Amendments IAS 32 Financial Instruments: Presentation classification of rights issues 08/10/ /02/2010 Yes IFRIC 14 Prepayments of a minimum funding requirement 26/11/ /01/2011 Yes IFRS 1 Limited exemption from comparative IFRS 7 disclosures for first time adopters 28/01/ /07/2010 Yes IFRS 8 Operating segments 04/11/ /01/2010 Yes New Standards/Interpretations IFRIC 19 Extinguishing Financial Liabilities with Equity Instruments 25/11/ /07/2010 Yes Revisions IAS 24 Related party disclosures 04/11/ /01/2011 Yes Improvements Improvements of the international financial reporting standards 2010 (1) Years started on or after the stated date 06/05/ /06/2010 / 31/12/2010 Yes

70 70 PRESENTATION OF CONSOLIDATED FINANCIAL STATEMENTS 2011 The effect on the financial statements of the Group for the year ended December 31, 2011, arising from the standards, interpretations, amendments and revisions set out above, when applicable, was not significant. As of the date of approval of these financial statements the IASB and IFRIC have issued the following accounting standards, interpretations, amendments and revisions, mandatory only for fiscal years beginning after January 1, 2011, some of which hadn t been approved ( endorsed ) by the European Union yet: Standard Date of Issue Date of Application (1) AdoptEd BY THE UE Amendments IFRS 7 Financial Instruments: Disclosures disclosures on transition to IFRS 9 07/10/ /07/2011 Yes IAS 1 Presentation of Financial Statements Presentation of items of other comprehensive income 16/06/ /07/2012 No IAS 12 Income Taxes Recovery of revalued non-depreciable assets 20/12/ /01/2012 No IAS 19 Employee benefits 16/06/ /01/2013 No IAS 32 Financial Instruments: Presentation offsetting of financial assets and financial liabilities 16/06/ /01/2014 No IFRS 1 Limited exemption from comparative IFRS 7 disclosures for first time adopters 20/12/ /07/2011 No IFRS 7 Financial Instruments: Disclosure Transfers of financial assets 16/12/ /01/2013 No IFRS 7 Financial Instruments: Disclosures disclosures on transition to IFRS 9 16/12/ /01/2015 No New Standards/Interpretations IFRIC 20 Removal costs during production of a surface mine 19/10/ /01/2013 No IFRS 10 Consolidated financial statements 12/05/ /01/2013 No IFRS 11 Joint agreements 12/05/ /01/2013 No IFRS 12 Disclosure of interests in other entities 12/05/ /01/2013 No IFRS 13 Fair value: measurement and disclosure 12/05/ /01/2013 No IFRS 9 Financial Assets Classification and measurement 12/11/ /01/2013 No Revisions IAS 27 Separate financial statements 12/05/ /01/2013 No IAS 28 Investments in associates and joint ventures 12/05/ /01/2013 No (1) Years started on or after the stated date On December 31, 2011, with the exception of mandatory standards in 2011, the Group is not applying any of the above, and the effects of applying them were not fully determined as of this date. The consolidated financial statements are presented in euros since this is the main currency of the Group s operations. The financial statements of subsidiaries that use foreign currency have been translated into euros in accordance with the accounting policies described in indent xvi) of the Main Valuation Criteria of this Note. All estimates and assumptions made by the board of directors have been made on the basis of their knowledge as of the date of approval of the financial statements and of the events and transactions in progress. In preparing the consolidated financial statements in accordance with the IAS/IFRS, the Group s board of directors adopted certain assumptions and estimates that affect the assets and liabilities reported, as well as the income and costs incurred in respect of the accounting periods in question, as described in indent xxvi) of the Main accounting criteria of this Note. The attached consolidated financial statements have been prepared for appraisal and approval at the annual general meeting. The Group board of directors believes that they will be approved without alteration.

71 02. CONSOLIDATED FINANCIAL INFORMATION Bases of consolidation The consolidation methods employed by the Group are as follows: a) Group companies The financial holdings in companies in which the Group directly or indirectly holds more than 50% of the voting rights at General Meetings and/or holds the power to control their financial and operational policies (definition of control used by the Group), have been included in the consolidated financial statements using the full consolidation method. The equity and net profit or loss of these companies corresponding to third-party holdings in them, are presented in the consolidated statement of financial position (under equity) and in the consolidated income statements (included in the consolidated net profit) respectively, under the non-controlling interests sub-heading. Where losses attributable to non-controlling interests exceed the non-controlling interest in the equity of the affiliate, the Group absorbs this excess and any other additional losses, unless the non-controlling interests have the obligation and the capacity to cover such losses. If the affiliate subsequently returns a profit, the Group appropriates the whole of the profit until such time as the minority s share of the losses absorbed by Group has been recouped. The results of affiliates acquired or sold during the year are included in the income statement from the date of the acquisition of control or the date of sale (transfer of control), such effects always referred to January 1 of each year. Transactions, balances and dividends distributed between Group companies are eliminated in the consolidation process. In those cases in which the Group has substantial control of special purpose entities (SPEs), even though it has no direct equityholdings in such entities, the SPEs are consolidated using the full consolidation method. As at December 31, 2011 & 2010, there were no enterprises in such a situation. b) Associate companies Financial holdings in associate companies (companies in which the Group exercises significant influence, but does not have control, through participation in the financial and operational decisions of the company generally investments representing between 20% and 50% of the issued capital of a company are recorded using the equity method, under financial investments using the equity method. In accordance with the equity method, equityholdings are recorded at acquisition cost adjusted for the value corresponding to the Group s holding in the variations of the equity (including net profit) of the associates, with a contra entry under gains or losses for the year and for dividends received, net of accumulated impairment losses. The assets and liabilities of each associate (including contingent liabilities) are carried at their fair value on the date of acquisition. Any excess/(shortfall) of the cost compared to the fair value of the net assets and liabilities acquired is recognised respectively as goodwill and is added to the value of the financial investment, or, in the case of shortfall and provided it is maintained following reconfirmation of the fair value valuation process, in the income statement for the period. A valuation is performed of the investments in associates when there are signs that the asset could be impaired, any loss being recorded in the income statement. Where impairment losses recognised in previous periods no longer exist they are reversed.

72 72 PRESENTATION OF CONSOLIDATED FINANCIAL STATEMENTS 2011 Where the Group s proportion of the accumulated losses of the associate exceeds the book value of investment, the investment is carried at zero value until such time as the equity of the associate becomes positive, unless the Group has entered into commitments with the associate and, in this case, has set aside a provision meet such obligations. Unrealised gains on transactions with associates are eliminated in the proportion of the Group s interest in the associate, with a contra entry under the investment in the associate in question. Unrealised losses are similarly eliminated, but only up to the point at which the loss does not show that the transferred asset is impaired. As and when necessary adjustments are made to the subsidiaries financial statements subsidiaries to bring their accounting policies into line with those used by the Group. c) Joint ventures As from January 1, 2010, financial interests in joint ventures are consolidated in the attached financial statements using the equity method. In accordance with the equity method, financial holdings are recorded at acquisition cost adjusted for the value corresponding to the Group s participation in the changes of equity (including net profit) of these companies, with a contra entry under gains or losses for the period and for dividends received, net of accumulated impairment losses. Classification of financial interests in joint ventures is determined on the basis of: equityholders agreements governing joint control; actual percentage held; the voting rights held. Transactions, balances and dividends distributed between companies are eliminated, in the proportion of the control attributable to the Group. d) Incorporated joint ventures (ACEs) Given the very singular nature of Incorporated Joint Ventures (ACEs), mainly engaged in construction activity, have very specific purposes and are limited in time, their results are included in the consolidated income statement heading by heading, in the proportion of the control attributable to the Group Main valuation criteria The main valuation criteria, judgements and estimates used in the preparation of the Group s consolidated financial statements during the periods under review are as follows: i) Goodwill Differences between the acquisition price of the financial investments in Group companies (subsidiaries), plus the value of the non controlling interests and the amount attributed to the fair value of the identifiable assets and liabilities of these companies on their acquisition date, when positive, are recorded under Goodwill and, when negative, they are recorded directly in the income statement. Differences between the acquisition price of the financial investments in associates and joint ventures and the amount attributed to the fair value of the identifiable assets and liabilities

73 02. CONSOLIDATED FINANCIAL INFORMATION 73 of these companies on their acquisition date, when positive, are carried under Equity method financial investments and, when negative, following revaluation, they are recorded directly in the income statement. Additionally, differences between the cost of investments in subsidiaries with head office abroad and the fair value of the identifiable assets and liabilities of such subsidiaries are recorded in the reporting currencies of the subsidiaries and are translated into the Group s reporting currency (euros) at the exchange rates ruling on the balance sheet date. Currency translation differences generated are recorded under the Currency translation reserve. Goodwill generated prior to the date of transition to the IFRS continues to be carried at the net book value, determined in accordance with the Official Accounting Plan, and was subject to impairment tests on that date Additionally, and in accordance with the alternative provided for in IFRS 1- First time adoption of the International Financial Reporting Standards, the Mota-Engil, SGPS, has not retroactively applied the provisions of IAS 21 Effects of Changes of Foreign Exchange Rates to the goodwill generated prior to January 1, 2004, and therefore, from then on, it has measured such goodwill in the reporting currency of the subsidiaries, translated into euros at the rate then ruling. On a transaction-by-transaction basis (for each business combination), the Group will opt to measure any non-controlling interest in the acquired company either at fair value or as the proportional part of the non-controlling interest in the identifiable net assets of the company acquired. Until January 1, 2011, non-controlling interests were measured solely according to the proportion of the fair value of the assets and liabilities acquired. The value of contingent future payments is recognised as a liability at the moment of the business combination in accordance with its fair value, and any alteration to the value initially recognised is recorded as a contra-entry to the value of Goodwill, though only if it occurs within the remeasurement period (12 months after acquisition date) and if it is related with events prior to the acquisition date, otherwise it will be taken to profit & loss. Purchase or sale transactions involving interests in enterprises already controlled, without leading to loss of control, are treated as transactions between equityholders, affecting only the equity headings, with no impact on Goodwill or on the income statement. Additionally, at the time a sales transaction generates a loss of control, the entity s assets and liabilities are derecognised and any retained interest in the divested entity is remeasured at fair value and any gain or loss on the sale is taken to profit or loss. Until January 1, 2004, Goodwill was written down over the estimated period of recovery of the investments, and amortisation was recorded in the income statement under Depreciation. As from January 1, 2004, in accordance with IFRS 3 Business Combinations, the Group suspended amortisation of Goodwill and subjected it to impairment tests. Annually, and with reference to the accounts close date, Mota-Engil, SGPS, performs formal impairment tests on the Goodwill. If its carrying amount of the goodwill is greater than the recoverable amount, an impairment loss is recognised and recorded in the income statement under Other operating costs. The amount recoverable is the higher of the net selling price and of the value-in-use. The net selling price is the amount that would be obtained from the sale of the asset at arm s length, less the costs directly attributable to the sale. The value in use is the present value of the estimated future cash expected to arise from the ongoing use of the asset and from its sale at the end of its useful life. The amount recoverable is estimated for each asset, individually, or, should this not be possible, for the cash-generating unit to which the asset belongs. Impairment losses in respect of goodwill are not revertible.

74 74 PRESENTATION OF CONSOLIDATED FINANCIAL STATEMENTS 2011 ii) Intangible Assets Intangible fixed assets are carried at cost less accumulated amortisation and any impairment losses, and they are recognised only if it is probable that they will generate future benefits for the Group, if their value can be reasonably measured and if the Group has control over them. Intangible fixed assets basically comprises the concession operating rights (stemming from the adoption of IFRIC 12 and from the processes of allocation of fair value to the assets acquired in business combination processes), which are amortised using the straight-line method over the life of the concessions, and software, which is amortised using the straight-line method over a period of three to six years. The operating rights stemming from the adoption of IFRIC 12 refer to the concession contracts of the Logistics and Water segments, both included in the Environment & Services area, in which the Group: a) a) Has no control over the infrastructures they built (or will build) and currently operates, to the extent that the concessor controls the use of infrastructures, the conditions under which services are provided and the fact that infrastructures revert to the concessor at the end of concession; b) b) Receives a right (licence) to charge users in return for the construction, operation and maintenance services in respect of the infrastructures for the provision of public service, which is dependent on the volume of use of infrastructures by their users. Consequently, in accordance with the provisions of IFRIC 12, the Group s concessions business falls within the Intangible Asset model, and the Group has adopted the following accounting policies in this connection: a) The revenue and costs related with the construction service are processed in accordance with IAS 11 Construction contracts. Therefore, all costs incurred with the construction of the infrastructures operated by the Group are recorded as costs in the income statement for the period to which they refer. The remuneration receivable in consideration of the construction services provided is recorded as income for the period to which it refers in accordance with the percentage-of-finishing method, calculated as the ratio between the total construction costs incurred and the total estimated construction costs to be incurred, with a contra-entry of an Intangible Asset ( Concessions Operating Licences ). b) The Concessions Operating Licences are written down as from the moment they are available for use and on a systematic basis over the life of the concession, using the straight-line method or the production-unit method, as appropriate. c) Revenue and other income related with the operation and maintenance service are dealt with in accordance with IAS 18 Revenue. Costs incurred annually with the operation and maintenance of the infrastructures are recorded as costs for the period to which they refer. Contractual obligations to maintain or to re-establish a certain capacity for the infrastructure so as to provide the public service (notably major repairs) are recorded in accordance with IAS 37 Provisions, Contingent Liabilities and Contingent Assets, that is, each year a liability is created in accordance with the present best estimate of the expenditure required to fulfil the obligation, with a contra-entry of a cost in the income statement. d) Borrowing costs attributable to the agreement (concession contract), shall be capitalised during its construction phase, in accordance with IAS 23 Borrowing Costs. e) Where agreements on the one hand, call for, in addition to the initial construction improvement (upgrade), in consideration of the licence received, and, on the other, whose future economic

75 02. CONSOLIDATED FINANCIAL INFORMATION 75 benefits cannot be directly related with the improvement services themselves, a single intangible asset is recognised for both construction services (initial and improvement). In this case, to the extent that there is an unconditional obligation to provide infrastructure improvement construction services, the whole of the intangible asset is recognised at the time of the initial construction in accordance with IAS 11 and IAS 18, including the fair value of the improvement construction services to be provided in the future. f) All costs related with the agreement and that cannot be dissociated from it shall be added to the intangible asset ( Concession Operating Licences ) at fair value. Research costs are recognised as costs for the year in which they are incurred, whereas formation costs and equity-capital increase costs are deducted from equity. iii) Premises Immovables (land & buildings) for own use are recorded at their revalued value, which is their fair value as of the revaluation date less any subsequent accumulated depreciation and/or impairment losses. Revaluation is undertaken periodically by independent property valuers in a manner such that the revalued amount does not materially differ from the fair value of the respective property. In those situations in which the fair value determined by the valuations is slightly greater that the amount carried in the statement of financial position, the Group, for a question of prudence, does not update the assets subject to the valuation to their fair value. For reasons to do with the working of the respective markets, the Group opted not to apply this policy to real estate held in African countries, in some Central European countries and in Peru, and it carries this real estate at acquisition cost less any subsequent depreciation and/or accumulated impairment losses. Adjustments caused by revaluations of premises are taken to equity. If a tangible fixed asset that was positively revalued in subsequent periods and is then negatively revalued, the adjustment is taken to equity up to an amount equal to the increase of equity caused by the previous revaluations, less the amount realised through depreciation, any surplus being recorded as cost for the period with a contra-entry under net profit for the period. Depreciation is charged on a systematic basis over the estimated useful life of the buildings, which currently varies between 20 and 50 years, while land is not depreciated. iv) Land assigned to quarrying operations Land assigned to quarrying operations, as well as some related costs (costs incurred with the licensing and start-up of the quarries and to costs to be incurred with the restoration of the landscape,) is carried at a revalued value, which is the fair value as of the revaluation date less any subsequent accumulated depreciation and/or impairment losses. In situations in which the fair value determined in the valuations is slightly greater than that carried in the statement of financial position, the Group, for reasons of prudence, does not update to their fair value the assets subject to valuation. The valuations are performed periodically by specialised external experts in a manner such that the revalued amount does not materially differ from the fair value of the respective quarry. Depreciation of these assets is undertaken in accordance with the quantity of aggregates quarried each year taking into account the residual value of the quarry on conclusion of quarrying. Adjustments caused by revaluations of land assigned to quarrying operations are taken to equity. Where a quarry that was positively revalued in subsequent periods and is then negatively revalued, the adjustment is taken to equity up to an amount equal to the increase of equity caused by the previous revaluations, less the amount realised through depreciation, any surplus being recorded as cost for the period with a contra-entry under net profit for the period.

76 76 PRESENTATION OF CONSOLIDATED FINANCIAL STATEMENTS 2011 v) Other tangible assets Other tangible fixed assets acquired up to December 31, 2003, are carried at their deemed cost, which corresponds to the acquisition cost or cost revalued in accordance with accounting practices generally accepted in Portugal up to the said date, less accumulated depreciation and impairment losses. Other tangible assets acquired after that date are carried at acquisition cost less accumulated depreciation and impairment losses. Tangible assets in progress comprise fixed assets still at the construction/ development stage. They are carried at acquisition cost less any accumulated impairment losses. Depreciation is calculated after the assets are in a position to be used, that is, when the underlying assets are ready for use in the required conditions, in terms of quality and technical reliability, to operate in accordance with the requirements of the Group s board of directors, and it is systematically charged over the useful life determined taking into account the expected use of the asset by the Group, on the basis of the expected natural wear, of subjection to predictable technical obsolescence and of the residual value attributable to the asset. The residual value attributable to the asset is estimated on the basis of the residual value prevailing on the date of the estimate of similar assets that have reached the end of their useful lives and have operated under conditions similar to those under which the asset is to be used. The depreciation rates used correspond to the following estimated useful lives: EQUIPMENT: Plant & machinery (except that assigned to the concessions) 3 a 10 Office equipment 4 a 10 Transport equipment 3 a 10 Tools & utensils 3 a 6 OTHER TANGIBLE ASSETS 3 a 10 Subsequent spending on the replacement of components of fixed assets by the Group are added to the respective tangible fixed assets, the net value of the replaced components of such assets being written off and recorded as a cost under other operating costs. Maintenance and repair costs that neither increase the useful life nor provide significant betterment or improvement of the items of tangible fixed assets are recorded as a cost for the period in which they are incurred. Depreciation and amortisation of tangible and intangible assets are charged to amortisation on a monthly basis in the income statement. Any alteration to the estimated useful lives of the tangible assets is undertaken prospectively. vi) Leases Lease contracts are classified as (i) finance leases if all the risks and advantages inherent in possession of the leased assets are substantially transferred, and as (ii) operational leases if all the risks and advantages inherent in the possession of the leased asset are not substantially transferred. Classification of leases as finance or operational is undertaken in the light of the substance and not of the form of the contract.

77 02. CONSOLIDATED FINANCIAL INFORMATION 77 Tangible assets acquired under finance lease contracts, as well as the respective liabilities, are recorded using the financial method, recognising the tangible assets and the respective accumulated depreciation, as defined in indents iii) and v) hereabove, and the debts pending settlement in accordance with the contractual financial plan. Additionally, the interest included in the amount of the rents and the depreciation of the tangible assets are recognised as cost in the income statement for the period to which they refer. In operational leases payments owed are recognised as a cost in the income statement on a straight-line basis over the life of the lease contract. vii) Investment properties Investment properties consist of land and buildings the purpose of which is to generate rents and/or secure the appreciation of capital invested, and not for use in the production or supply of goods or services, for administrative purposes or for sale during the course of day-to-day business. Investment properties, including those under construction, are recorded at their fair value determined by an annual valuation performed by independent, specialised entities or are in accordance with current prices realisable on the market in question. Variations of the fair value of investment properties are recognised directly in the income statement for the year, recorded under the Variation of the value of investment properties. Costs incurred with investment properties in use, namely maintenance, repairs, insurance and property taxes (municipal rates) are recognised in the consolidated income statement for the period to which they refer. viii) Held-for-sale non-current assets Non-current assets are classified as held for sale if their book value can be recovered only through a sale and not through their ongoing use. For such assets to be so classified, they have to be available for immediate sale as found, the sale has to be highly probable, the board of directors must be committed to execute such a sale and the sale must occur within 12 months, as determined in IFRS 5 Non-current Assets Held for Sale and Discontinued Operations. Non-current assets classified as held for sale are carried at the lesser of book value and fair value, after deduction of expected selling costs. ix) Financial assets & liabilities Financial assets and liabilities are recognised in the statement of financial position when the Group becomes a contracting party to the respective financial instrument. a) Financial instruments: The Group classifies financial investments under the following categories: Investments at fair value through profit or loss, Loans and receivables, Investments held to maturity, Available-for-sale investments available for sale and Borrowings and accounts payable. The classification depends of the intention underlying the investment.

78 78 PRESENTATION OF CONSOLIDATED FINANCIAL STATEMENTS 2011 The classification is determined at the time of the initial recognition and is reappraised half-yearly. investments carried at fair value through profit & loss: this category is divided into two sub-categories: Financial assets held for trading and Investments carried at fair value through profit & loss. A financial asset is classified in this category if acquired to be sold in the short term or if the adoption of valuation using this method eliminates or significantly reduces an accounting lag. Derivatives instruments are also classified as held for trading unless assigned to hedging operations. Assets of this category are classified as current assets if they are held for trading or if they are expected to be realised within 12 months of the balance sheet date; Loans and receivables: loans and receivables are non-derivative financial assets having fixed or variable reimbursements that are not quoted in active, liquid markets. These financial instruments arise when the Group provides cash, goods or services directly to a debtor with no intention of negotiating the debt. Loans and receivables are classified as current assets, except in those cases in which the maturity is greater than 12 months of the balance sheet date, these being classified as non-current assets. In both cases, this category is carried in the statement of financial position under Customers and under Other debtors ; Available-for-sale investments: these include financial assets, other than derivatives, that are designated as available for sale or those that do not fall within the previous categories. This category is included under non-current assets unless the board of directors intends to sell the investment within 12 months of the balance sheet date. Investments held to maturity are classified as non-current assets unless they fall due within 12 months of the balance sheet date. Investments carried at fair value through profit & loss are classified as current investments. Available-for-sale investments are classified as non-current. All purchases and sales of these investments are recognised on the date of signature of the respective contracts, regardless of the financial settlement date. The investments are initially recorded at cost, which is the sum paid on acquisition date and corresponds to their fair value as of that day, including transaction costs. After initial recognition, investments recorded at fair value through profit & loss and held-for sale investments are revalued at their fair value as marked to market as of the balance sheet date, with no deduction in respect of transaction costs that might be incurred up to their sale. Gains or losses arising from alteration of the fair value of available-for-sale investments are recorded under equity under the Fair Value Reserve Available-for-sale investments until such time as the investment is sold, received or in any other way disposed of, or in those cases in which the fair value of the investment is lower than cost and provided it is considered a significant or permanent impairment loss, at the time at which the accumulated gain or loss is recorded in the income statement. Gains or losses caused by alteration to the fair value of trading investments are recorded in income statement for the period. Gains and losses, realised or otherwise, caused by an alteration to the fair value of Investments carried at fair value through profit & loss are recorded in the income statement for the period. The fair value of the investments is based on current market prices. If the market in which investments are involved is not an active/liquid market (unquoted investments), the Group records them at cost less any accumulated impairment losses. The fair value of listed investments is calculated on the basis of the Euronext close on the balance sheet date.

79 02. CONSOLIDATED FINANCIAL INFORMATION 79 The Group performs valuations on each balance sheet date if there is objective evidence that a financial asset could be impaired. In the case of capital instruments classified as available-for-sale, a significant or prolonged decline of their fair value to less than cost indicates that the asset is in a situation of impairment. For other assets, objective signs of impairment may include: financial difficulties of the counterparty in settling its debts; failure by the counterparty to repay in a timely manner credit extended by the Group; high probability that the counterparty may be involved in bankruptcy or debt-restructuring proceedings. For financial assets carried at amortised cost, the amount of the impairment results from the difference between their book value and the present value of future cash flows discounted at the initial real interest rate. The book value of financial assets is reduced directly by any impairment losses encountered, with the exception of trade accounts receivable and other debtors for which the Group sets aside a specific Accumulated impairment losses account. When an account receivable from customers or other debtors is considered a bad debt, it is written off against Accumulated impairment losses. Amounts subsequently received in respect of accounts receivable from customers or other debtors written off in the financial statements are credited to the income statement for the period. Alterations to Accumulated impairment losses are recorded in the income statement for the period. With the exception of Available-for-sale investments, if, in a subsequent year, there is a reduction of accumulated impairment losses and if this decrease is objectively the result of an event after the date of recognition of the impairment, the decrease is recorded through the income statement for the period up to the limit of the existing Accumulated impairment loss. Investments held to maturity are recorded at amortised cost using the effective interest-rate method, net of amortisation of principal and interest received. All available-for-sale financial investments involving shares in unlisted companies are carried at their acquisition cost, taking into account always any impairment losses in the event of objective proof of impairment. The Group s board of directors is of the conviction that the fair value of these investments does not differ significantly from their acquisition cost. Dividends received in respect of equity instruments classified as Available-for-sale investments are recognised in the income statement for the period in which the right to receive them was established. b) Customers & other debtors The debts of Customers and of Other debtors are carried at their nominal value less any accumulated impairment losses, so as to reflect their net realisable value. c) Borrowings Borrowings are carried under liabilities at amortised cost. Any costs incurred with the issue of these loans are carried as a deduction from the debt and are recognised over the life of the loans in question, in keeping with the effective interest-rate method.

80 80 PRESENTATION OF CONSOLIDATED FINANCIAL STATEMENTS 2011 d) Payables Accounts payable, included under Sundry creditors that do not bear interest, are recorded at their nominal value, which is substantially the same as its fair value, since the discount effect is considered immaterial. e) Financial liabilities and equity instruments Financial liabilities and equity instruments are classified in accordance with the contractual substance of the transaction. The Group considers equity instruments to be those in which the contractual support of the transaction shows that the Group has a residual interest in a set of assets after deduction of a set of liabilities. f) Derivatives instruments The Group uses derivatives instruments in the management of its financial risks solely to hedge these risks, and derivatives instruments are not used for trading purposes. Use of financial derivatives instruments is duly authorised by the board of directors of the Group. The derivative financial instruments used by the Group defined as cash-flow hedges involve solely interest-rate and exchange-rate hedges in respect of borrowings. The amount of the borrowings, the interest payment dates and the repayment plans of the borrowings underlying the interest-rate hedging instruments are similar to the conditions established for the contracted borrowings. The criteria employed by the Group in classifying derivatives instruments as cash-flow hedges are as follows: the hedge is expected to be highly effective in offsetting alterations to cash flows attributed to the hedged risk; effectiveness of the hedge can be reliably measured; there is adequate documentation as to the transaction to be hedged at the beginning of the operation; and the transaction covered by the hedge is highly probable. Interest-rate and exchange-rate hedges are initially recorded at cost, if any, and are subsequently revalued at their fair value. Alterations to the fair value of these instruments, associated with that part that is actually hedged, are recognised under equity under Fair value reserves derivatives, and are transferred to profit & loss for the period when the instrument that is hedged affects results. Accounting of derivatives instruments is discontinued when the instrument falls due or is sold. In those situations in which the derivative instrument is no longer qualified as a hedge instrument, accumulated differences of fair value deferred in the consolidated statement of comprehensive income under Fair value reserves derivatives are transferred to profit & loss for the period or added to the value of the asset to which the transactions subject to hedging gave rise, and subsequent revaluations are recorded directly under the headings of the income statement. With regard to derivative instruments that, through contracted with a view to economic hedging, doe not comply with all the requirements of IAS 39 Financial Instruments: Recognition and measurement: with regard to the possibility of qualification for accounting as hedges, the respective variations of the fair value are recorded in the income statement for the period in which they occur.

81 02. CONSOLIDATED FINANCIAL INFORMATION 81 g) Treasury shares Treasury shares are carried at acquisition cost as a deduction from equity. Gains or losses inherent in the sale of treasury shares are recorded under Other reserves. h) Bills discounted and receivables assigned under factoring arrangements The Group derecognises the financial assets of its financial statements solely when contractual entitlement to the financial flows inherent in such assets expires or when the Group substantially transfers all the risks and benefits inherent in the possession of such assets to a third party. Consequently, customer balances secured by bills discounted not yet fallen due and accounts receivable assigned under factoring arrangements as of the date of each balance sheet, with the exception of factoring operations without recourse, are recognised in the Group s financial statements up to such time as they are received, with a contra entry under Sundry creditors. x) Cash & cash equivalents The amounts carried under Cash & cash equivalents correspond to cash-in-hand, bank deposits at sight and with agreed maturity dates and other cash placements falling due within less than three months that can be mobilised immediately and have an insignificant risk of alteration of value. xi) Inventories Merchandise, raw and subsidiary materials, and consumables are carried at the lesser of the average acquisition cost or of their market value (estimated selling price less costs to be incurred with their sale). Finished and semi-finished products, sub-products and products and work in progress are carried at production cost, which is less than market value. Production costs include the raw materials incorporated, direct labour and manufacturing overheads. xii) Accrual accounting Income and expenditure are recorded in accordance with the accrual accounting principles whereby they are recognised as and when generated regardless of the moment when they are received or paid. Differences between the amounts received and paid and the corresponding revenues and expenses are recorded under Other current assets, Other current liabilities and Other non-current liabilities. xiii) Revenue Revenue is recorded at the fair value of assets received or receivable, net of expectable discounts and returns. a) Recognition of costs and income in work in progress The Group recognises the results of its works, contract by contract, in accordance with the percentage of finishing method, understood to be the ratio between costs incurred by each job up to a given date and the sum of those costs with those estimated to complete the job. Differences between the figures obtained by the application of the degree of finishing to the estimated income and the sums invoiced, are recorded under Production not invoiced or Advance billing, included under Other current assets and Other current liabilities. With regard to construction contracts executed by companies or branches located in African countries, the income is recorded on the basis of the bills of quantities of work doe. Positive or negative differences compared to the billing are calculated contract-by-contract and are presented under sub-headings

82 82 PRESENTATION OF CONSOLIDATED FINANCIAL STATEMENTS 2011 Production not billed or Billing in advance, included under Other current assets and Other current liabilities. The impact of the adoption of this policy, compared with that described in the preceding paragraph, does not have a materially relevant effect on the attached financial statements. Variations of the work compared to the revenue agreed in the contract are recognised during the period in which it is probable that the customer will approve the amount of revenue generated by the variation and it can be measured reliably. Claims for reimbursement of costs not included in the contract price are included in the contract revenue when the negotiations reach an advanced state at which it is likely that the customer will accept same and they can be reliably measured. To meet costs to be incurred during the works warranty period, the Group recognises each year a liability to cover this legal obligation, which is determined taking into account the year s production volume and the history of costs incurred in the past with works during the warranty period. When it is probable that the total costs provided for in the construction contract will exceed the income defined therein, the expected loss is immediately recognised in the income statement for the period. b) Short-duration civil construction and public works In this provision of services contracts the Group recognises the income and costs as they are billed or incurred, respectively. c) Recognition of costs and income in real-estate business Relevant costs of real-estate undertakings are determined taking into account the direct construction costs as well as all costs associated with drawing up the plans and with licensing the works. Costs imputable to the financing, supervision and inspection of the undertaking are also added to the cost of real-estate undertakings, provided they are in progress. For the purpose of capitalisation of the financing charges and the costs of the supervision and inspection of the undertaking, it is deemed to be in progress if a decision of the entities involved is awaited or it it is under construction. Should the undertaking not be at one of these stages, it is deemed to be stopped and the capitalisation referred to above is suspended. In accordance with IFRIC 15, sales of the real-estate business are recognised when all the risks associated with the asset are substantially transferred to the buyer (that is, at the time of the signature of the deed of the property). d) Other activities Revenue from sales and services is generally recognised when they are made or provided or with reference to the degree of completion of the transaction at the reporting date, provided that all the following conditions are met: i) the amount of revenue can be measured reliability, ii) it is probable that future economic benefits associated with the transaction will flow to the Group; iii) the costs incurred or to be incurred with the transaction can be measured reliably; iv) the stage of completion of the transaction at the reporting date can be reliably measured. Interest income is recognised using the effective interest method, provided it is probable that economic benefits will flow to the Group and their amount can be measured reliably.

83 02. CONSOLIDATED FINANCIAL INFORMATION 83 Dividend income is recognised when the Group s right to receive the respective amount is established. xiv) Own work capitalised Own work capitalised consists basically of construction and repair work carried out by the companies themselves, as well as major repairs of equipment, and it includes materials, direct labour and overheads. These costs are capitalised only where the following requirements are met: The assets developed are identifiable; There is strong probability that the assets will come to generate future economic benefits; and The development costs are reliably measurable. xv) Assets, liabilities and transactions in foreign currency All foreign-currency transactions shall be recorded in the working currency at the time of initial recognition by applying to the amount in foreign currency the spot exchange rate between the working currency and the foreign currency as at the transaction date. At the end of each reporting period: a) monetary items in foreign currency are translated using the closing rate, b) non-monetary items measured in terms of historical cost in a foreign currency are translated using the rate exchange on the transaction date, and c) non-monetary items that are measured at fair value in a foreign currency are translated using the exchange rates ruling on the date when the fair value was determined. Exchange-differences arising on the settlement of monetary items or on translating monetary items at rates other than those that were translated on initial recognition during the period or in previous financial statements shall be recognised in profit or loss for the period in which they occur, unless they result from a monetary item that forms part of the net investment in foreign operational unit. In this case, such exchange differences are recognised initially in other comprehensive income and reclassified from equity to profit or loss on disposal of the net investment. In preparing the consolidated financial statements, the results and financial position of the entities included in the consolidation perimeter, whose working currencies are other than a currency of a hyperinflationary economy are translated into euros using the following procedures: a) the assets and liabilities for each statement of financial position presented are translated at the closing rate on balance sheet date; b) income and expenses for each statement of comprehensive income or separate income statement presented are translated at the average annual rates, and c) all resulting exchange differences are recognised in other comprehensive income, affecting the heading Currency translation reserves. At the time of sale of such foreign entities, the accumulated currency-translation differences are recorded in the income statement for the period. Goodwill and adjustments to the fair value of the assets and liabilities of foreign enterprises are treated as assets and liabilities in foreign currencies and are translated into euros using the exchange rates ruling on the balance sheet date. The financial statements of participated undertakings expressed in foreign currencies are translated into euros.

84 84 PRESENTATION OF CONSOLIDATED FINANCIAL STATEMENTS 2011 The exchange rates used to translate into euros the accounts of Group companies, joint ventures and foreign associates were as follows: Currency exchange Year end Average Czech Crown EUR / CZK 25,79 25,06 24,60 25,26 Argellian Dinar EUR / DZD 98,36 99,28 102,04 97,62 S. Tomé and Príncipe Dobra EUR / STD 24,500,00 24,500,00 24,500,00 24,500,00 US Dollar EUR / USD 1,29 1,34 1,40 1,32 Cape Verde Escudo EUR / CVE 110,27 110,27 110,27 110,27 Hungarian Forint EUR / HUF 314,58 277,95 280,67 276,51 Angola Kwanza EUR / AOK 133,93 121,83 132,42 121,25 Malawian Kwacha EUR / MWK 212,34 202,10 219,91 199,20 Mozambique Metical EUR / MZN 34,96 43,65 40,28 45,44 Romenia New Leu EUR / RON 4,32 4,26 4,24 4,22 Peruvian New Soles EUR /PEN 3,49 3,75 3,85 3,69 Mexican Peso EUR / MXN 18,05 16,55 17,42 16,71 Colombian Peso EUR / COP 2,508,23 2,565,50 2,593,69 2,449,20 South Africa Rand EUR / ZAR 10,48 8,86 10,14 9,34 Brazilian Real EUR / BRL 2,42 2,22 2,34 2,32 Polish Zloty EUR / PLN 4,46 3,98 4,14 4,00 xvi) Income tax Since January 2011 Mota-Engil is covered by the special taxation of groups of companies mechanism, and therefore the current tax is calculated on the basis of the taxable profits of the companies included in the consolidation and of the special mechanism, in keeping with its rules. The special taxation of groups of companies mechanism includes all companies in which there is a direct or indirect holding of at least 90% of the equity capital, are resident in Portugal and are taxed under Corporate Income Tax. For companies not covered by the special taxation mechanism, current tax is calculated in the basis of their taxable profits, in accordance with the tax rules in force at the place of each company s registered office. Deferred taxes are calculated on the basis of the balance sheet liability method and refer to temporary differences between the values of assets and liabilities for accounting purposes and their respective values for taxation purposes. Deferred tax assets and liabilities are calculated and valued each year using the tax rates in force on or announced for, the date of reversion of the temporary differences. Deferred tax assets are recorded only when there are reasonable expectations of future tax profits sufficient to use them. On each balance sheet date a reappraisal is made of the differences underlying deferred tax assets with a view to recognising deferred tax assets not previously recorded because the conditions to do so were not then extant and/or to reduce the amount of deferred tax assets recorded in the light of present expectations of their future recovery. The amount of tax to be included both under current tax and under deferred tax resulting from transactions or events recognised under reserves is recorded directly under those headings and does not affect the year s result.

85 02. CONSOLIDATED FINANCIAL INFORMATION 85 xvii) Borrowing costs Financial charges related with borrowings are generally recognised as a cost in accordance with accrual accounting principles. Financial charges on borrowings directly related with the acquisition, construction or production of fixed assets, or associated with real-estate projects classified under inventories, are capitalised and come to form part of the cost of the asset. Capitalisation of these charges begins following the start of preparation of the activities involving construction or development of the asset and is interrupted following the start of the use or the end of production or construction of the asset, or in the event that the product in question is suspended. xviii) Provisions Provisions are recognised when and only when the Group has a present obligation (legal or implicit) resulting from a past event and that it is probable that, to fulfil such an obligation, there will be an outflow of funds, provided that the amount of the obligation can be reasonably estimated. The provisions are reviewed on each balance sheet date and are adjusted to reflect the best estimate on that date, taking into account the risks and uncertainties inherent in such estimates. Where a provision is determined taking into account the future cash flows required to settle the obligation it is recorded for their actual value. Provisions for restructuring costs are recognised by the Group whenever there is a formal, detailed restructuring plan that has been communicated to the parties involved. xix) Pensions Liabilities for defined-benefit pension plans awarded to some past and present employees of the Group, are determined in accordance with the Projected Unit Credit Method using the actuarial and financial assumptions best suited to the plan in question. xx) State subsidies Subsidies granted to finance personnel training courses are recognised as income during the period of time in which the Group incurs the respective costs and are presented in the income statement as a deduction from these costs. Subsidies granted to finance investment in tangible assets are recorded as deferred income and are recognised in the income statement over the estimated useful life of the assets in question. xxi) Impairment/adjustment of assets other than goodwill An impairment valuation is undertaken on each balance sheet date and whenever an event or alteration to circumstances is identified, suggesting that the amount at which an asset is carried may not be recovered. In the event that the sum at which an asset is carried is greater than its recoverable value an impairment loss is recognised and is recorded in the income statement under Other operating costs. The amount recoverable is the higher of the net selling price and of the value-in-use. The net selling price is the amount that can be obtained on the sale of the asset in an arm s length transaction, less costs directly attributable the sale. The value-in-use is the present value of future estimated cash flows arising from the ongoing use of the asset and from its sale at the end of its useful life. The amount recoverable is estimated for the asset, individually, or, should this not be possible, for the cash-generating unit to which the asset belongs. Reversal of impairment losses recognised in previous periods is recorded when the reasons that caused the recording no longer exist and, consequently, the asset is no longer impaired. Reversal of

86 86 PRESENTATION OF CONSOLIDATED FINANCIAL STATEMENTS 2011 impairment losses is recognised in the income statement as an operating profit. However, reversal of an impairment loss is undertaken up to the limit of the sum that would be recognised (either through the historic costs or through its revalued value, net of amortisation of depreciation) had the impairment loss not been recorded in previous years. Evidence that impairment exists in receivables appears where: the counterparty is in significant financial difficulty; there are significant delays in payment by the counterparty of interest and principal; and it become probable that it will be wound up or go into financial restructuring. In the case of the inventories, any reductions to their net realisable value are calculated on the basis of market values and on several stock-rotation indicators. For Goodwill and for Financial investments, the recoverable amount is essentially determined on the basis of the latest financial projections in respect of such assets. xxii) Balance-sheet classification Assets realisable and liabilities enforceable more than one year after the balance-sheet date are classified as non-current assets and liabilities respectively. Additionally, for their nature, deferred tax assets and liabilities and Provisions are classified as non-current assets and liabilities (Note 13. Income Tax and Note 28. Provisions, respectively). xxiii) Contingencies Contingent liabilities are not recognised in the consolidated financial statements and are disclosed in the notes to the financial statements unless the possibility of an outflow of funds affecting future economic benefits is remote. A contingent asset is not recognised in the financial statements, but is disclosed in the notes to the financial statements when it is likely that there will be a future economic benefit. xxiv) Subsequent events Events occurring after the balance sheet date that provide additional information on conditions that existed as of the balance sheet date ( adjusting events ) are reflected in the consolidated financial statements. Events following the balance sheet date that provide information on conditions occurring after the balance sheet date ( non-adjusting events ), if material, are disclosed in the notes to the consolidated financial statements. xxv) Judgements and estimates In preparing the financial statements the Group s board of directors based itself on its best knowledge and experience of past and/or current events while taking into account certain assumptions in respect of future events. The more significant accounting estimates reflected in the consolidated financial statements for the periods ended December 31, 2011 & 2010, include: fair value and useful lives of the tangible assets, namely land, buildings and quarries; impairment tests performed on goodwill and on intangible assets;

87 02. CONSOLIDATED FINANCIAL INFORMATION 87 recognition of provisions and impairment losses for receivables; recognition of costs and income generated by works in progress; outcome of court proceedings and tax claims filed against the Group; determination of the fair value of derivative financial instruments. The estimates were made on the basis of the best information available on the date of preparation of the consolidated financial statements. However, situations could occur during subsequent periods that, not being predictable at this time, were not taken into account in these estimates. Alterations to these estimates taking place after the date of the consolidated financial statements will be revised in profit & loss in a prospective manner, in accordance with the provisions of IAS 8. xxvi) Cash-flow statement The consolidated cash-flow statement is prepared in accordance with IAS 7, using the direct method. The Group classifies under Cash & cash equivalents investments falling due within three months in respect of which the risk of alteration of value is insignificant, including the blocked sums of term deposits of the concessionaire companies assigned to debt servicing. The cash-flow statement is divided into operating, financing and investing activities. Operating activities include cash received from customers, cash paid to suppliers, cash paid to personnel and others related with operating activity. The cash flows included under investing activities include, in particular, acquisitions and disposals of investments in participated companies and receipts payments arising from the sale and purchase of fixed assets. The cash flows related to financing activities include, in particular, cash paid and received in respect of borrowings, finance lease contracts and dividend payments. xxvii) Management of capital invested The fundamental aim of capital management with the Mota-Engil Group is to ensure the continuity of the Group s operations in an endeavour to maximise the creation of value for its equityholders, especially through the adoption of an efficient structure of capital employed through optimisation in the balance sheet of the ratio between own and borrowed funds. The Group s capital structure therefore comprises its equity, debt with recourse, debt without recourse and also amounts available as cash & cash equivalents. Equity attributable to the equityholders includes the fully subscribed and paid up equity capital of Mota-Engil SGPS in the sum of 204,635,695, represented by 204,635,695 ordinary shares each of a par value of 1, admitted to listing in the Euronext Lisbon regulated securities market. It also includes all the reserves of capital accumulated by the Group, notably those imposed by law, the free reserves, the asset-revaluation reserves, the currency-translation reserves and the goodwill reserves created on the consolidation of the Group companies. Lastly, it also includes previous years results not paid out to equityholders. Generally speaking, Group debt has two different sources: debt with recourse and debt without recourse. These two categories differ in the type of liability assumed by the Group in respect of fulfilment of the payment obligation. On the one hand, while debt with recourse assumed by any Group company can be demanded of its equityholders, debt without recourse, assumed solely within the scope of the concession businesses financed under project finance arrangements, is enforceable only as far as the company that took out the loan is concerned and, therefore, only the assets of that company answer for its payment.

88 88 PRESENTATION OF CONSOLIDATED FINANCIAL STATEMENTS 2011 The maturity structure of the debt is suited to the characteristics of the assets it finances, with a focus on long-term maturities so as to meet, above all, the Group s investments of a permanent nature. The origin of the capital requirements imposed on the Group externally may be legal or contractual or may be required for access to markets. The main legal capital requirement arises from Article 35 of the Companies Code, which requires that the equity of a company be greater than half its contributed capital. Within the Group there are no cases of ongoing failure to comply with this rule, in that, in those cases in which compliance therewith might episodically be called into question, measures are adopted that, applied to the specific case, are seen to be most appropriate. Capital requirements imposed contractually mainly involve financing contracts with banks. Therefore, in more relevant financing transactions, covenants are sometimes established that are linked with ratios that relate the capital structure with the Group s operational profitability. These contractual clauses are defined in the light of negotiations with the financing entities and, throughout the history of the Group, there has been no case of breach of such contracts. A large part of the business carried on by the Mota-Engil Group is undertaken in close co-operation with the public sectors of the various countries in which it does business. Both in the construction of public works and in obtaining permits for the construction, operation and maintenance of public infrastructures, the Group is confronted with conditions of access to these markets that are strictly regulated and supervised. Some of the conditions of access to these markets require that the bidder has proven financial capacity and robustness, without which it will be excluded. The Mota-Engil Group is particularly concerned as to compliance with the requirements usually imposed in this manner and, indeed, it has been able to turn this aspect into one of its strong points when compared to its main competitors. This is a competitive advantage compared to its rival bidders in major national and international projects. xxviii) Financial-risk management The Group s management of the financial risks that it incurs is set out in point 5 of the management report included in this Report and Accounts. 2. Companies included in the consolidation As at December 31, 2011, the companies included in the consolidation and the respective consolidation methods, registered offices, business, proportion of contributed capital held, date of incorporation and date of acquisition of the equityholdings are as listed in Appendix A. The main alterations to the consolidation perimeter during 2011 are stated in Note 35. Perimeter changes.

89 02. CONSOLIDATED FINANCIAL INFORMATION 89 The breakdown of sales and services rendered during the years ended December 31, 2011 & 2010, is as follows: 3. Sales & services rendered Sales of merchandise 35,312,186 41,051,593 Sales of products 64,519,811 80,339,491 Services rendered 2,076,240,113 1,883,159,818 2,176,072,110 2,004,550,902 During 2011 and 2010 there was no discontinuation of the businesses of the Group. The Group makes use of its in-house organisation for management purposes as the basis for reporting information by operational segments. 4. Business segments The Group is organised as two main business areas Engineering & Construction and Environment & Services which are co-ordinated and supported by Mota-Engil SGPS and by Mota-Engil Serviços Partilhados, SA. The Engineering & Construction segment includes construction activities, public works and property development. The Environment & Services segment basically covers the companies engaged in solid urban waste collection and treatment, the water and basic sanitation companies, and the port operations companies. The figures in respect of Mota-Engil SGPS, MESP and the Group companies in the Tourism area are included under Other, eliminations & intra-group which also includes sums in respect of inter-operational segment flows and balances. The financial information by operating segment is broken down as follows: 2011 Engineering & Construction Environment & Services Others, eliminations & intra-group Mota-Engil Group Sales & services rendered 1,746,862, ,511,931 (6,302,412) 2,176,072,110 EBITDA 200,688,048 97,079,207 (1,809,940) 295,957,315 Amortizations (57,523,611) (31,581,597) (2,090,261) (91,195,469) Operating profit 118,762,898 54,521,184 (3,900,202) 169,383,880 Net financial income (36,522,806) (31,524,626) (11,666,661) (79,714,093) Gains / (losses) on associated companies (131,322) (29,881) 791, ,094 Income tax (17,295,562) (9,648,635) 7,722,655 (19,221,542) Consolidated net profit of the year attributable: to Non-controlling interests 23,742,652 12,736,423 1,167,210 37,646,285 to the Group 41,070, ,619 (8,220,121) 33,432,054

90 90 PRESENTATION OF CONSOLIDATED FINANCIAL STATEMENTS Engineering & Construction Environment & Services Others, eliminations & intra-group Mota-Engil Group Sales & services rendered 1,599,023, ,056,169 (4,528,630) 2,004,550,902 EBITDA 162,493,522 80,776,843 (5,976,476) 237,293,889 Amortizations (54,664,597) (29,784,034) (1,931,158) (86,379,789) Operating profit 94,520,925 46,832,721 (9,607,635) 131,746,011 Net financial income (18,744,732) (23,563,524) (8,619,337) (50,927,593) Gains / (losses) on associated companies (1,809,670) (1,716,451) 11,032,308 7,506,187 Income tax (9,623,763) (12,465,306) 3,121,152 (18,967,917) Consolidated net profit of the year attributable: to Non-controlling interests 21,604,079 9,166,568 1,635,367 32,406,014 to the Group 42,738,681 (79,128) (5,708,879) 36,950,674 As at December 31, 2011, sales and services rendered between business segments are carried under Other, eliminations and intra-group, and are immaterial. Gains/(losses) on associate companies during 2011 are essentially caused by the effect of the application of the equity method to the financial investment in Martifer, SGPS, SA, and in Ascendi Group, SGPS, SA. (Note 12). During the years ended December 31, 2011 & 2010, intra-group sales were undertaken at prices similar to those used for sales to external companies. The breakdown of the Group s total net assets and liabilities by business segments is as follows: Assets Liabilities Engineering & Construction 2,411,860,261 2,251,434,226 1,972,816,662 1,855,489,748 Environment & Services 1,014,770, ,215, ,598, ,810,666 Holding, others and adjustments 97,665, ,516, ,057, ,135,871 3,524,296,928 3,456,166,184 3,109,472,342 2,975,436,285 The Group s investments and amortisation by business segments are as follows: Net investment Net investment Engineering & Construction 55,461,438 74,534,000 57,523,611 54,664,597 Environment & Services 68,710,301 83,342,573 31,581,597 29,784,034 Holding, others and adjustments 661,029 3,177,427 2,090,261 1,931, ,832, ,054,000 91,195,469 86,379,789 The activity of the Group is internationalized and it does business in the Iberian Peninsula, Central Europe (mainly Poland), Africa (including Angola, Mozambique, Malawi and Cape Verde) and America (Peru and Mexico). Thus, 4 major geographic areas of operations have been defined: Iberian Peninsula, Central Europe and Africa & America.

91 02. CONSOLIDATED FINANCIAL INFORMATION 91 The breakdown of Sales & services rendered by geographic segment is as follows: Sales & services rendered Iberian Peninsula 1,037,517,760 1,030,392,529 Central Europe 382,460, ,305,923 Africa 614,826, ,900,113 America 162,966,211 96,503,560 Others, eliminations & intra-group (21,698,640) (17,551,223) 2,176,072,110 2,004,550,902 As at December 31, 2011 & 2010, the Group s sales and provision of services involved a wide range of customers, none of which accounted for over 12% of the Group s total turnover. The breakdown of assets held and investments made by geographic segment is as follows: Assets Net investment Iberian Peninsula 2,436,925,532 2,465,855,192 76,704, ,127,665 Central Europe 428,472, ,106,855 18,557,900 14,045,426 Africa 1,152,456, ,526,129 18,137,501 12,973,599 America 177,164, ,683,796 11,432,848 7,907,121 Others, eliminations & intra-group (670,721,826) (514,005,788) (1) 189 3,524,296,928 3,456,166, ,832, ,054,000 The breakdown of the cost of goods, materials consumed and subcontracts during the years ended December 31, 2011 & 2010, is as follows: 5. Cost of merchandise and of subcontracts 2011 Merchandise Raw & subsidiary materials & consumables Total Opening stocks 38,286,426 47,947,573 86,233,999 Variation of perimeter, transfers and regularization 4,773,164 (6,884,843) (2,111,679) Purchases 30,984, ,837, ,822,411 Closing stocks (38,624,395) (53,198,943) (91,823,338) 35,419, ,701, ,121,393 Subcontracts 721,142,358 Cost of Goods Sold, Materials Consumed & Subcontracts 1,174,263,751

92 92 PRESENTATION OF CONSOLIDATED FINANCIAL STATEMENTS Merchandise Raw & subsidiary materials & consumables Total Opening stocks 52,628,190 50,069, ,697,493 Variation of perimeter, transfers and regularization (26,029,305) (596,238) (26,625,543) Purchases 23,577, ,958, ,535,978 Closing stocks (38,286,426) (47,947,573) (86,233,999) 11,890, ,483, ,373,929 Subcontracts 844,319,977 Cost of Goods Sold, Materials Consumed & Subcontracts 1,175,693,906 As at December 31, 2010, the transfers under Goods are justified by the transfer of inventories of a building for lease to the heading Investment Property (see Note 21), for which, during period, the Group signed a promissory lease contract with a third party. 6. Third-party Supplies & Services The breakdown of third-party supplies & services during the years ended December 31, 2011 & 2010, is as follows: Leases & rents 174,537, ,075,410 Specialised works 60,204,656 51,294,119 Transport, travel and board & lodging 40,004,708 40,907,708 Maintenance & repairs 37,334,491 32,471,384 Fuel 27,230,995 18,571,860 Insurance 10,072,525 10,342,994 Commissions & fees 6,419,202 7,641,397 Water & electricity 9,985,546 8,008,271 Utensils & office equipment 7,344,370 10,705,961 Vigilance & security 8,261,066 8,014,909 Communications 5,616,315 6,388,499 Advertising & publicity 2,335,480 2,637,415 Other supplies & services 26,403,925 33,360, ,750, ,420,025 The Heading Leases & rents refers essentially to the rental of equipment, machinery, vehicles and facilities rents, the increase of which increased compared to 2010 results primarily from the contribution made as a result of the increased business in the Engineering & Construction area in Poland and Peru. Leases & rents as at December 31, 2011 & 2010 include the amounts of 10,794,039 and 11,260,887 concerning rents of operational lease transactions, respectively. The Group s main operational leases relate essentially to the rental of machinery and equipment by the construction companies as well as rental of premises, the hire of vehicles and hardware.

93 02. CONSOLIDATED FINANCIAL INFORMATION 93 Operating lease payments falling due are as follows: Maturity year 7,665,393 11,294,669 Between 2 and 5 years 11,920,110 17,320,401 more than 5 years 948,953 2,367,800 20,534,456 30,982,870 The Group s main operational lease contracts are essentially in respect of premises leases and vehicle rental and hardware leases. The breakdown of staff costs during the years ended December 31, 2011 & 2010, is as follows: 7. Staff costs Remuneration 294,473, ,196,220 Social security charges: Pensions & other benefits granted 2,953,038 1,231,040 Other 76,061,900 78,159, ,488, ,586,804 Liabilities for Pension and Retirement Plans are detailed in Note 31. As at December 31, 2011 & 2010, Other essentially includes costs borne in respect of Social Security, meal & sickness subsidies, and workmen s compensation insurance. Final number of employees The final number of personnel in the service of the Group during 2011 & 2010 is broken down as follows: Management Employees 8,951 8,417 Workers 11,601 10,861 20,653 19,404 Companies in Portugal 7,756 8,123 Companies abroad 11,119 5,221 Branch offices 1,778 6,060 20,653 19,404 The reduction of employees assigned to Group Branches is justified by the transfer of the Engineering & Construction of the branch in Angola Mota Engil Engenharia e Construção, SA to Mota Engil Angola, SA.

94 94 PRESENTATION OF CONSOLIDATED FINANCIAL STATEMENTS Other operating income /(costs) The breakdown of operating income and costs during the years ended December 31, 2011 & 2010, is as follows: Donations (1,194,089) (1,192,718) Gains/(losses) on the sale of fixed assets 1,316,175 4,801,721 Taxes (10,139,840) (17,585,165) Operating subsidies 1,128,411 1,617,629 Own work capitalised 16,583,495 6,407,007 Other income/(costs) (18,413,216) (8,362,899) (10,719,064) (14,314,425) The heading Own works capitalised includes mainly the figures for the construction of real estate projects by the Group in the Czech Republic and rehabilitation of the headquarters in Angola. 9. Depreciation Depreciation for the years ended December 31, 2011 & 2010, is as follows: Amortization of intangible fixed assets for the year (Note 17): Development costs 383, ,365 Software & other rights 1,521,665 1,743,193 Concession Operation Licenses 10,399,383 9,933,081 12,304,723 11,965,639 Depreciation of tangible fixed assets for the year (Note 18): Land & buildings 7,101,190 6,592,870 Equipment Engineering & Construction 50,803,185 49,792,320 Environment & Services 19,227,293 16,663,226 Other & eliminations 614, ,437 Other tangible fixed assets 1,144, ,297 78,890,746 74,414,150 91,195,469 86,379,789

95 02. CONSOLIDATED FINANCIAL INFORMATION 95 The breakdown of provisions and impairment losses for the years ended December 31, 2011 & 2010, is as follows: 10. Provisions and impairment losses Provisions (Note 28. Provisions) Engineering & Construction 15,897,545 11,494,714 Environment & Services 2,544,265 2,648,371 18,441,810 14,143,085 Impairment losses Stocks (Note 22. Stocks) Engineering & Construction 5,496, ,803 Environment & Services 2,605,828 In Goowill (Note 16. Goodwill) Environment & Services 1,475,566 9,578, ,803 Trade receivables and other debtors (Note 23. Other financial assets) Engineering & Construction 10,644,289 7,018,270 Environment & Services 6,702,011 1,792,085 Other & elimination 1 1,700,000 17,346,301 10,510,355 Reversal of provisions and impairment losses Engineering & Construction (7,637,165) (5,427,786) Environment & Services (2,351,245) (280,368) (9,988,409) (5,708,154) Total of provisions and impairment losses 35,377,966 19,168,089 The increase under Impairment losses on inventories is justified by the impairment recorded by subsidiary PTT in respect of a plot of land and by impairments in respect of plots of land in the Engineering & Construction area. The increase under Goodwill impairment losses is justified almost entirely by the impairment in the Suma sub-group.

96 96 PRESENTATION OF CONSOLIDATED FINANCIAL STATEMENTS Financial profit/ (loss) The breakdown of financial results for the years ended December 31, 2011 & 2010, is as follows: Financial income & gains Loans and accounts receivable: Interest income 20,920,573 22,583,614 Payments discounts received 904, ,721 Exchange gains 49,609,420 53,676,019 Gains on sales of financial investments 2, ,288 Other financial assets & liabilities: Income of real estate 2,729, ,582 Income from equity investments 12,157 14,619 Fair Value Gains Financial Instruments 342,875 Other financial income & gains 6,664,222 1,495,145 81,185,867 79,324,988 Financial costs & losses Loans and accounts payable: Interest losses 81,418,188 60,319,604 Payments discounts received 95,200 28,671 Exchange losses 50,014,431 50,643,030 Impairment losses in financial investments 2,114,378 Impairment losses in financial investments Amortização de investimentos em imóveis (Nota 1-vii)) 125,643 Other financial assets & liabilities: Fair Value losses Financial Instruments 3,290,267 Other financial costs & losses 23,967,496 19,135, ,899, ,252,581 (79,714,093) (50,927,593) The heading Impairment losses on financial investments relates primarily to the hedging of risks associated with the financial investment in Cerâmica de Boialvo. Other financial costs & losses essentially includes costs of bank guarantees, setting up borrowings and sundry commissions and costs debited by financial institutions. The heading Real-estate income includes mainly income from properties located in Portugal.

97 02. CONSOLIDATED FINANCIAL INFORMATION 97 The breakdown of Interest expense as at December 31, 2011 & 2010, is as follows: 2011 With recourse Without recourse Total Non-convertible bond loans 4,060,428 4,060,428 Amounts owe to credit institutions: Bank loans 18,789,578 6,506,981 25,296,559 Overdraft facilities 11,668,461 11,668,461 Guaranteed accounts 10,058,233 10,058,233 Other loans obtained: Commercial paper issues 10,613,156 10,613,156 Other 1,008,308 1,008,308 56,198,164 6,506,981 62,705,145 Other interest expense(factoring, leasing and others) 16,895,043 1,818,000 18,713,043 73,093,207 8,324,981 81,418, With recourse Without recourse Total Non-convertible bond loans 4,064,272 4,064,272 Amounts owe to credit institutions: Bank loans 13,736,385 5,492,026 19,228,411 Overdraft facilities 9,103,262 9,103,262 Guaranteed accounts 4,343,722 4,343,722 Other loans obtained: Commercial paper issues 5,028,332 5,028,332 Other 2,745,445 2,745,445 39,021,418 5,492,026 44,513,444 Other interest expense(factoring, leasing and others) 14,902, ,857 15,806,160 53,923,721 6,395,883 60,319,604 The breakdown of financial charges capitalised as at December 31, 2011 & 2010, is as follows: Fixed assets 2,789,084 3,084,656 Inventories 3,590,301 2,484,720 6,379,385 5,569,376 For the purpose of capitalising financial charges at the acquisition cost of the assets under construction referred to above, as at December 31, 2011 & 2010, average rates of 6.8% and 6.2% respectively were used. As at December 31, 2011 & 2010, the Group s sensitivity to interest-rate alterations is as follows: Estimated impact Variation of financial profit & loss on a 1 p.p. alteration of the interest rate applied to the entire debt (excluding leasing and factoring) 10,047,601 10,147,492 Fixed-rate hedging (646,321) (829,559) Interest-rate derivates instruments hedging (2,360,425) (3,751,156) Sensitivity of financial profit & loss to interest-rate variations: 7,040,855 5,566,777

98 98 PRESENTATION OF CONSOLIDATED FINANCIAL STATEMENTS 2011 As at December 31, 2011, the Group s assets and liabilities by currency are as follows: Currency of register Assets Liabilities Assets Liabilities Euro (EUR) 2,263,596,912 2,206,123,405 2,438,374,800 2,225,108,266 Czech Crown (CZK) 16,352,342 16,344,056 19,238,866 18,190,216 Argellian Dinar (DZD) 2,417, ,646 4,208,761 2,240,213 S. Tomé and Príncipe Dobra (STD) 5,218,556 4,514,202 5,769,988 4,990,104 US Dollar (USD) 802,638, ,042, ,282, ,528,938 Cape Verde Escudo (CVE) 12,122,051 7,995,281 14,134,281 11,566,984 Hungarian Forint (HUF) 7,402,566 8,916,184 18,785,707 17,982,416 Angola Kwanza (AOK) 40,435,759 26,879,812 26,576,216 21,745,882 Mozambique Metical(MZM) 136,875, ,086,875 84,966,989 81,010,980 Romenia New Leu (RON) 550,338 2,536,142 4,802,842 5,836,551 Mexican Peso (MXN) 1,788,986 60,179 21,065, ,560 South Africa Rand (ZAR) 886, ,538 Brazilian Real (BRL) 321, ,860 43,119,576 22,649,506 Polish Zloty (PLN) 219,273, ,850, ,595, ,613,450 Malawian Kwacha (MWK) 15,303, ,971 21,245,634 20,476,680 3,524,296,928 3,109,472,342 3,456,166,184 2,975,436,285 As at December 31, 2011, the Group s sensitivity to the North American dollar (USD) and to the New Polish Zloty (PLN) is as follows: Net Result Equity Estimated impact of the appreciation of 1%: of US Dollar (USD) to Euro (EUR) 519,595 2,178,887 of Polish Zloty (PLN) to Euro (EUR) 20, , Gains & losses on associate companies The breakdown of gains on associates during the years ended December 31, 2011 & 2010, is as follows: Gains on associate companies Asinter 203, ,455 Auto Sueco Angola 2,124, ,488 Cimertex & Companhia 1,640,345 2,657,601 Cimertex Angola 977,827 Grupo Ascendi 19,859,480 14,995,201 Grupo Suma associadas 269, ,826 Haçor 154,381 Soltysowska 142, ,285 STM 94, ,425 Tersado 192, ,435 Vortal 310, ,921 Reclassificação de outro rendimento integral 17,394,209 Other 1,213, ,917 27,184,098 37,510,762

99 02. CONSOLIDATED FINANCIAL INFORMATION 99 During 2010, following the process of concentrating the highway concessions in the Ascendi Group, with the consequent dilution of the equity capital of this company, the Mota-Engil Group carried out reclassification to the income statement of the proportionate share (40%) of gains and losses recorded in previous years carried under other comprehensive income, essentially associated with the fair value reserves and exchange-rate differences. The effect of this reclassification on the income statement for the year ended December 31, 2010 amounted to 17,394,209. The breakdown of losses on associate companies during the years ended December 31, 2011 & 2010, is as follows: Losses on associate companies Grossiman 4,385,796 Geovision Group 578,882 Martifer Group 18,600,131 20,585,271 Obol Invest Group 174, ,858 SLPP Group 173,588 1,012,716 Haçor 132,803 HL Sociedade Gestora do Edifício 236, ,434 Ibercargo 1,148,217 1,478,033 Mota-Engil Opway Mexicana 3,453,841 Probigalp 2,010, ,498 Other 756, ,285 26,554,004 30,004,575 Gains / (losses) on associate companies 630,094 7,506,187 Following the acquisition of 50% stake in Grossiman during 2011, this subsidiary has been consolidated using the full consolidation method. During 2011 the Geovision Group was recorded as a non-current asset held for sale (Note 38).

100 100 PRESENTATION OF CONSOLIDATED FINANCIAL STATEMENTS Income tax The breakdown of and movements under Deferred Tax Assets and Liabilities as at December 31, 2011 & 2010, in accordance with the temporary differences giving rise thereto, are as follows: Deferred Tax Assets 2010 Efect in results Efect in reserves 2011 Provisions not accepted for tax purposes 16,097,547 2,787,455 18,885,002 Accrued costs not accepted for tax purposes 4,386,776 (1,115,227) 3,271,549 Tax losses 15,621, ,829 (1,231,042) 15,004,239 Reduction of depreciation not accepted for tax purposes 1,547,812 88,195 1,636,007 Fair value of derivates (Note 26) 3,607,759 2,251,371 5,859,130 Other 6,607, ,917 (1,256,944) 5,975,892 47,869,265 2,999,169 (236,615) 50,631,819 Deferred Tax Liabilities 2010 Efect in results Efect in reserves 2011 Revaluation of fixed assets 10,568,929 (45,779) (1,599,405) 8,923,745 Losses on incorporated joint ventures Deferred capital gains tax 672, ,180 Depreciation not accepted for tax purposes 2,498, ,358 3,405,618 Fair value on incorporated joint ventures 8,557,279 (422,989) 8,134,290 Untaxed accrued income 2,533,523 (235,022) (12,688) 2,285,813 Other 7,652,056 2,195,570 (2,967,322) 6,880,304 32,482,904 2,399,461 (4,579,415) 30,302,950 As at December 31, 2011 & 2010, the effect on the income statement of the entry of deferred tax assets and liabilities was positive in the sums of 599,708 and 10,984,529, the effect on equity amounting to 4,342,800 and negative in the sum of 5,265,998, respectively. As at December 31, 2011, deferred tax assets for tax losses in accordance with the tax returns of the companies that recorded them using for the purpose the exchange rates then ruling, are as follows: Deferred tax Tax losses assets Year booked: up to & including ,077,381 2,249, ,110,529 6,151, ,456,099 2,433, ,300,392 3,272, ,800, ,672 69,744,686 15,004,239 Time limit: ,225,305 1,054, ,719, , ,972,118 3,996, ,715,387 3,151,217 after ,112,186 6,146,249 69,744,686 15,004,239

101 02. CONSOLIDATED FINANCIAL INFORMATION 101 As at December 31, 2011, deferred tax assets to be recognised as a result of tax losses were assessed. In those cases that gave rise to deferred tax assets, they were only recorded to the extent that it was probable that there would be taxable profits in the future that could be used to recoup tax losses or deductible taxable differences. This valuation was based on the business plans of the Group companies, periodically reviewed and updated, and on the tax planning opportunities available and identified. As at December 31, 2011, there were tax losses brought forward in the sum of 84,021,641, and the respective deferred tax assets have not been recorded for a matter of prudence. Deferred tax Tax losses assets Year booked: up to & including ,101,234 5,984, ,338, , ,351,770 3,277, ,090,997 3,952, ,138,880 2,837,612 84,021,641 16,875,756 Time limit: ,182,946 4,739, ,362,242 2,054, ,986, , ,596, ,439 after ,894,031 8,344,625 84,021,641 16,875,756 The breakdown of income tax recognised during the years ended December 31, 2011 & 2010, is as follows: Current tax 19,821,250 29,952,446 Deferred tax (599,708) (10,984,529) 19,221,542 18,967,917 Reconciliation of the tax for the period and of current tax is as follows: Current tax 19,821,250 29,952,446 Deferred tax Net reversion of taxes brought forward (613,829) (1,018,810) Deferred taxes related to amortising the fixed-asset revaluation reserves (387,398) (877,877) Reversion of deferred taxes generated by temporary differences 2,030,736 (9,309,812) Deferred taxes in respect of changes to the tax rates or of the introduction or abolition of taxes (1,463,824) 213,703 Other differences not previously recognised as deferred taxes (165,393) 8,267 (599,708) (10,984,529) Tax of the year 19,221,542 18,967,917 Real tax rate 21.3% 21.5%

102 102 PRESENTATION OF CONSOLIDATED FINANCIAL STATEMENTS 2011 Since January 2010 Mota-Engil is covered by the special taxation of groups of companies mechanism (RETGS), and therefore the current tax is calculated on the basis of the taxable profits of the companies included in the consolidation and under the said mechanism n keeping with its rules. The RETGS mechanism includes all companies in which there is a direct or indirect holding of at least 90% of the equity capital, companies must be resident in Portugal and are taxed under Corporate Income Tax. For companies not covered by the mechanism, current tax is calculated in the basis of their taxable profits, in accordance with the tax rules in force at the place of each company s registered office. As from January 1, 2007, municipalities have been able to determine an annual surcharge up to a maximum of 1.5% of the taxable profit subject to and not exempt from IRC (corporate income tax). This provision came to mean that the tax rate used to calculate deferred tax on possible tax losses that can be carried forward is now 25%, while 26.5% is used for other temporary differences generated by recognition of the tax on the year s profit. The State Budget Act for 2012 introduces the following alterations: On the portion of taxable profit exceeding 1,500,000 subject to and not exempt from corporation tax calculated for taxpayers resident in Portuguese territory who primarily carry on a business of a commercial, industrial or agricultural nature and non-residents having a stable establishment in Portuguese territory, incur the additional charges set out in the following table: i) Taxable income between 1.5 million and 10 million: additional charge of 3%; ii) Taxable income exceeding 10 million: additional charge of 5%; The part of the taxable profit in excess of 1,500,000, when greater than 10,000,000, is divided into two parts: one, equal to 8,500,000, to which the rate of 3% applies, the other equal that part of the taxable profit in excess of 10,000,000, to which the rate of 5% applies. When the special taxation of groups of companies mechanism is applicable, the charges referred to in nº 1 are levied on the taxable profit determined in the individual tax returns of each company of the group, including that of the parent company. As at December 31, 2011 & 2010, reconciliation between the nominal and real income tax rates was as follows: Rate Tax base Tax Nominal rate & tax on income 26.50% 90,299,881 23,929,468 Results of associates using the equity method -0.2% (630,094) (166,975) Difference between tax and book gains and losses 1.5% 5,200,087 1,378,023 Tax losses of the year for which no deferred tax assets were recognised 1.2% 4,257,596 1,128,263 Reversal of losses carried forward 0.1% 232,869 61,710 Nominal rate & tax on income -14.9% (50,567,755) (13,419,443) Results of associates using the equity method 0.0% 22,941 6,079 Difference between tax and book gains and losses 2.4% 8,056,726 2,135,032 Tax losses of the year for which no deferred tax assets were recognised 4.6% 15,733,525 4,169,385 Reversal of losses carried forward 21.3% 19,221,542

103 02. CONSOLIDATED FINANCIAL INFORMATION 103 In accordance with prevailing legislation, tax returns are subject to revision and correction by the tax authorities during a period of four years (five years for Social Security), except in the event of tax losses, of tax benefits granted, or if inspections, claims or contestations are in progress, in which case, depending on the circumstances, the deadlines are increased or suspended. Therefore, the tax returns for 2008 to 2011 may still be subject to review. The Group s board of directors is of the opinion that any corrections arising from different interpretations of prevailing legislation by the tax authorities will not have a significant effect on the attached consolidated financial statements. As corroborated by our lawyers and tax consultants, there are no material assets or liabilities associated with probable or possible tax contingencies that ought to be disclosed in the Notes to the consolidated financial statements as at December 31, The Individual Management Report contains the following proposal: the Board of Directors of Mota-Engil, SGPS, SA, proposes to the Annual General Meeting the following appropriation of the Net Profit for the year in the sum of 40,292,308: 14. Dividends a) to legal reserve 5% or 2,014,615.40; b) for distribution to the Board of Directors under the terms of article 27.3 of the articles of association, the sum of 700,000, or about 1.74%; c) for distribution to equityholders, a total of 0.11 per share, subject to tax, a total amount of 22,509,926.45; d) to free reserves, the remainder, or 15,067, On April 28, 2011, a start was made to payment of the dividend of 0.11 per share in respect of fiscal 2010, a total of 22,509, having been paid. On April 30, 2010, a start was made to payment of the dividend of 0.11 per share in respect of fiscal 2009, a total of 22,509, having been paid. The Company has issued only ordinary shares, and there is therefore no special dividend or voting rights. There is no situation within the Group that could constitute a reduction of earnings per share caused by options, warrants, convertible bonds or other rights linked to ordinary shares. 15. Earnings per share There is therefore no dissimilarity between the calculation of basic earnings per share and of diluted earnings per share. No ordinary shares were issued during 2011 and The average number of ordinary shares during these years was affected only by the number of treasury shares as detailed in Note 24. Issued capital and reserves.

104 104 PRESENTATION OF CONSOLIDATED FINANCIAL STATEMENTS 2011 Determination of earnings per share in 2011 and 2010 was as follows: Consolidated net profit/(loss) attributable to the Group (I) 33,432,054 36,950,674 Total number of ordinary shares (II) 204,635, ,635,695 Number of own shares at the year-end (III) 11,101,379 11,005,456 Weighted average number of own shares (IV) 11,036,315 10,990,910 Number of shares outstanding (II IV) 193,599, ,644,785 Earnings per share: basic (I) / (II IV) diluted (I) / (II IV) Goodwill The breakdown of goodwill for the years ended December 31, 2011 & 2010, is as follows: Gross goodwill Impairments of the year Alterations to the consolidation perimeter Accumulated impairments Net goodwill Net goodwill Cecot 1,440,027 1,440,027 Corgimobil 635, , ,615 Eltor 2,601,556 2,601,556 Fatra 1,035,945 Indaqua Group 5,618,187 5,618,187 5,618,187 Suma Group 14,258,994 (1,475,566) (893,109) 11,890,319 14,140,645 Tertir Group 100,681, ,681, ,681,422 Lokemark 521, , ,418 Manvia 1,072,318 (74,662) 997, ,656 MKC 1,053,337 (421,335) 632, ,002 Mota-Engil Betão e Pré-Fabricados 818, , ,242 Mota-Engil Central Europe Slovakia 3,941,844 (928,847) 3,012,997 3,379,103 Mota-Engil Central Europe Poland 1,162,396 1,162,396 1,172,214 PRD-M Lublin 2,601,419 2,601,419 2,917,516 Tracevia 1,908,225 1,908,225 1,908,225 Others 892,696 (41,257) 851, , ,207,697 (1,475,566) (2,359,209) 135,372, ,309,629

105 02. CONSOLIDATED FINANCIAL INFORMATION 105 Movements under goodwill during the years ended December 31, 2011 & 2010, are as follows: % of acquisition Goodwill at the beginning of the year 135,309, ,010,980 Increases of goodwill Cecot 100% 1,440,027 Eltor 100% 2,601,556 Fatra 70% 1,035,945 PRD-M Lublin 93% 2,917,516 Suma Group (Sol-S Internacional) 62% 30,472 4,041,583 3,983,933 Impairment losses Suma Group (1,475,566) (1,475,566) Transfers Devonská (stocks) (1,817,149) Transpolixos (lands) (751,927) Fatra (lands) (1,035,945) (1,787,872) (1,817,149) Alterations to goodwill for currency updates Suma Group (Ekosrodowisko) (22,832) 6,650 Mota-Engil Central Europe Poland (366,106) 106,612 Mota-Engil Central Europe Czech Rep. (9,818) 18,603 PRD-M Lublin (316,097) (714,853) 131,865 Goodwill at the end of the year 135,372, ,309,629 The acquisitions referred to above were recorded using the purchase method and cash was paid in consideration of their acquisition. The Group did not sell, as a result of these acquisitions, any of the operations undertaken by the companies that were bought. The Group performs yearly impairment tests on goodwill as determined by Indent i) of the Main valuation criteria in Note 1. Accounting Policies as at December 31, 2011, the methods and assumptions used to assess the existence or otherwise of impairment in respect of the main figures for goodwill carried in the attached financial statements were as follows: Assumptions Mota-Engil Central Europe Poland Suma Group Tertir Group Indaqua Group Method used Value in use Value in use Value in use Value in use Basis used Forecasts Forecasts Business Plans Business Plans Period used 5 years 5 years Useful life Useful life Growth rate of cash-flows Year n+1-4% 15% n.a. n.a. Year n+3 12% 1% n.a. n.a. Growth rate of cash-flows in perpetuity 2.00% 2.00% n.a. n.a. Discount rate used 11.51% 8.27% 10.50% 8.08%

106 106 PRESENTATION OF CONSOLIDATED FINANCIAL STATEMENTS 2011 In the year ended 31 December 2010, the Group came to record goodwill in accordance with the changes introduced by the new IFRS 3. Value-in-use corresponds to the estimated present value of future cash flows, as determined on the basis of budgets and business plans duly approved by the Group s board of directors which, with the exception of those in respect of concession project, cover a period of five years, on average. Cash-flow projections beyond five years have been extrapolated using a fixed growth rate in perpetuity, which does not exceed the future average growth rate of the revenues of the sector in which the company operates. For testing the impairment of goodwill of the Tertir Group the projections used are supported by non-binding proposals of reputable economic groups. Differences between the acquisition price of the financial investments in Group companies (subsidiaries), plus the value of the non controlling interests and the amount attributed to the fair value of the identifiable assets and liabilities of these companies on their acquisition date, when positive, are recorded under Goodwill and, when negative, they are recorded directly in the income statement. The main assumptions used in the calculation of value in use mainly included: (i) the market share of the subsidiary, (ii) the growth prospects of the market where the subsidiary operates, (iii) regulatory changes that may influence the activity of the subsidiary, (iv) the level of investment needed, etc. Quantification of the said assumptions was undertaken on the basis of historic data and of the experience of the Group s board of directors. Nevertheless, these assumptions could be affected by phenomena of a political, economic or legal nature that are unpredictable at this time. Transactions involving the purchase of interests in controlled entities and transactions for the sale of interests in entities that results in no loss of control are treated as transactions between equityholders affecting only the headings of equity, with no impact on Goodwill or results. Acquisitions of financial holdings during 2011 consolidated using the full consolidation method did not have a material impact on the Group s Assets, Liabilities, Costs and Income and were not therefore disclosed. The Mota-Engil Group acquired no materially significant financial holding between December 31, 2011, and the date of approval of these financial statements.

107 02. CONSOLIDATED FINANCIAL INFORMATION 107 The breakdown of the net values of fixed assets under concession per business area in respect of fiscal year 2011 and 2010 is as follows: 17. Intangible assets Engineering & Construction Environment & Services Other & eliminations Mota-Engil Group 2011 Development costs 18,277 1,176,257 (2) 1,194,532 Software & other rights 22,093, ,388 (18,182,956) 4,834,944 Concession Operation Licenses 252,489,774 2,936, ,426,143 Fixed assets in progress 103,331 45,920,782 38,251 46,062,364 22,215, ,511,201 (15,208,338) 307,517, Development costs 94,858 1,506,425 8,108 1,609,391 Software & other rights 21,286, ,926 (18,533,408) 3,654,306 Concession Operation Licenses 243,779,104 (2) 243,779,102 Fixed assets in progress 3,237 14,735,290 1,199,494 15,938,021 21,384, ,921,745 (17,325,808) 264,980,820 The breakdown of the gross values of intangible assets for the years ended December 31, 2011 & 2010, is as follows: Development costs Software & other rights Concession Operation Licenses Fixed assets in progress Other intangible fixed assets Total 2011 Opening balance 5,463,168 13,703, ,139,066 15,938, ,244,217 Increases 380,041 1,031,986 14,100,694 30,950,602 46,463,323 Disposals (28,511) (303,074) (273,250) (604,835) Write-offs (333,539) (86,256) (164,733) (584,528) Exchange Differences (58,943) 24,084 64,795 29,936 Variation of perimeter 93 1,314 1,407 Transfers & other movements (289,916) 1,524,377 11,398,744 (617,804) 12,015,401 5,160,904 16,170, ,170,697 46,062, ,564, Opening balance 6,235,962 13,805, ,106,709 18,523, ,671,418 Increases 186,007 1,395,385 17,607,201 18,438,567 37,627,160 Disposals (10,793) (601,846) (36,511) (649,150) Write-offs (650,015) (84,271) (734,286) Exchange Differences 87,084 61,743 29, ,561 Variation of perimeter (9,273) (9,273) Transfers & other movements (385,077) (863,211) 22,425,156 (21,017,082) 159,786 5,463,168 13,703, ,139,066 15,938, ,244,216 As at December 31, 2011 & 2010, Concession operating licences essentially refers to the accounting in accordance with IFRIC 12 of the water/sewerage and port concessions operating rights. As at December 31, 2011 & 2010, increases in the values carried under Concession operating licences and Assets in progress are justified mainly by the investment made in the Indaqua Sub-Group in the enlargement of the water/sewerage branch pipes, as well as by the capitalisation of charge already incurred related with the port of Paita.

108 108 PRESENTATION OF CONSOLIDATED FINANCIAL STATEMENTS 2011 The breakdown of the accumulated depreciation and impairment losses in respect of intangible assets for the periods ended December 31, 2011 & 2010, is as follows: Development costs Software & other rights Concession Operation Licenses Fixed assets in progress Other intangible fixed assets Total 2011 Opening balance (3,853,777) (10,049,656) (57,359,963) (71,263,396) Increases (383,675) (1,521,665) (10,399,383) (12,304,723) Disposals 22, , ,727 Write-offs 59,126 86,256 72, ,865 Exchange Differences 46,461 (24,084) 22,377 Variation of perimeter (93) (506) (599) Transfers & other movements 165, ,268 (3,191,043) (2,874,189) (3,966,372) (11,336,012) (70,744,554) (86,046,938) 2010 Opening balance (2,672,223) (10,649,058) (47,153,685) (60,474,966) Increases (289,365) (1,743,193) (9,933,081) (11,965,639) Disposals 10, , ,650 Write-offs 614,323 57, ,169 Exchange Differences 1,445 (35,092) (33,647) Variation of perimeter 9,273 9,273 Transfers & other movements (1,518,750) 2,088,711 (273,197) 296,764 (3,853,777) (10,049,656) (57,359,963) (71,263,396) Net value ,194,532 4,834, ,426,143 46,062, ,517, ,609,391 3,654, ,779,102 15,938, ,980,820 Information relating to the net values of intangible assets allocated to each concession is as follows: Indaqua Group 157,427, ,196,942 Tertir Group 95,062,311 97,524,609 Other 2,936,368 3,057, ,426, ,779,102 The more significant amounts included under Intangible assets in progress refer to the following projects: Description ValUE Widening works extensions for water supply / sanitation (Indaqua Group) 34,195,384 Construction of a new peer for containers (Paita Peru) 2,021,332 Site Sograin NSRF Project (Socarpor Aveiro) 2,583,359 Improvement works of the Port of Leixoes (TCL) 5,369,494 44,169,569

109 02. CONSOLIDATED FINANCIAL INFORMATION 109 In 2010, application of IFRIC 12 introduced several alterations to the provisions and interpretation of the standards previously in force, the impact of which on the financial statements of the Group s concessionaire companies occurred mainly: (i) in the reclassification to intangible assets of a part of the assets under concession in which the Mota-Engil Group s concessionaire companies had and have an operating right in respect thereof and in which they assume the demand risk of the operation (intangible model): port concessions and water & sewerage concessions. Concession operating licences are being written down over the life of the concession in question. Gauging the existence or otherwise of impairment in respect of the main amounts of intangible assets is performed using the Business Plans of the companies in question, as mentioned in Note 16. Goodwill in respect of the goodwill impairment tests. The valuation criteria established by the Group for valuation of these intangible fixed assets are detailed in Indent ii) of the Main valuation criteria in Note 1. Accounting Policies On December 31, 2010 & 2011, the carrying amount of intangible assets would not suffer significant changes if carried in accordance with the cost model. The Group s main water & sewerage and port concessions in operation, their principal characteristics and duration are detailed hereunder: Duration without prorogation Reversible assets Type Indaqua Group Indaqua Fafe Water 2020 no Indaqua Feira Water and sewage 2049 yes Indaqua Matosinhos Water and sewage 2032 yes Indaqua Santo Tirso/ Trofa Water 2033 yes Indaqua Vila do Conde Water and sewage 2048 yes Tertir Group Liscont Port 2042 yes Socarpor Aveiro Port 2026 yes Sotagus Port 2019 yes TCL Port 2024 yes Paita Port 2039 yes In July 2010 the Assembly of the Republic repealed the Addendum to the Concession Agreement in respect of the Alcântara container terminal, which called for the extension of the concession contract until The said repeal was analysed by the Commercial Arbitration Centre, which on October 14, 2011, dismissed the request for the annulment of the Addendum to the Concession Agreement for the Operation of the Right to Operate the Alcântara Container Terminal under the Public Service mechanism, lodged by APL Administração do Porto de Lisboa, SA on the grounds of unconstitutionality of Act 14/2010 of July 23, which repealed the said Addendum. Additionally, part of the investments called for in the project to extend the concession contract did not have the assent of the Environment Ministry. In view of the decision rendered by the Commercial Arbitration Centre, the understanding of the Board of Directors that the life of the terminal concession expires in 2042, and therefore the Company is amortising the concession licence carried under Intangible Assets, as well as the costs inherent in the process of preparing the Addendum referred to above carried under Deferred Assets until 2042 (Note 23).

110 110 PRESENTATION OF CONSOLIDATED FINANCIAL STATEMENTS Tangible assets The breakdown of the net values of fixed assets per business area in respect of fiscal year 2011 and 2010 is as follows: Engineering & Construction Environment & Services Other & eliminations Mota-Engil Group 2011 Land & buildings 190,100,160 24,508,577 19,296, ,904,845 Equipment 198,837, ,127,460 2,380, ,344,956 Tangible fixed assets in progress 10,058,097 5,122,879 15,180,976 Other tangible fixed assets 3,215,129 2,909, ,125, ,210, ,668,791 21,677, ,556, Land & buildings 185,527,752 21,697,629 19,180, ,405,623 Equipment 203,321, ,971,333 2,543, ,835,633 Tangible fixed assets in progress 13,786,874 13,446, ,702 28,032,677 Other tangible fixed assets 1,899,016 2,878,583 7,371 4,784, ,534, ,993,646 22,530, ,058,903 The breakdown of the gross values of tangible assets for the years ended December 31, 2011 & 2010, is as follows: Land & buildings Tangible fixed assets in progress Other fixed assets Equipment Total 2011 Opening balance 285,224, ,629,773 28,032,677 11,957,193 1,144,844,185 Increases 10,300,011 50,683,038 29,847,132 2,518,500 93,348,681 Disposals (8,101,169) (24,071,426) (7,021,008) (1,175,199) (40,368,802) Write-offs (3,592,307) (17,344,586) (350,331) (303,358) (21,590,582) Reavaluation (4,591,742) (4,591,742) Exchange Differences 139,665 (1,357,315) (455,285) 67,365 (1,605,570) Variation of perimeter 209, ,060 22,843 1,086,275 Transfers & other movements 12,784,260 27,896,195 (34,895,052) 2,083,819 7,869, ,372, ,289,740 15,180,976 15,148,320 1,178,991, Opening balance 293,266, ,785,586 41,766,671 51,746,933 1,106,565,553 Increases 44,029,254 67,075,715 31,101,449 3,213, ,420,376 Disposals (27,775,931) (25,369,599) (8,555,036) (927,045) (62,627,611) Write-offs (407,902) (5,081,333) (397,847) (117,790) (6,004,872) Reavaluation 8,451,485 8,451,485 Exchange Differences 916,751 5,617, ,097 10,454 6,751,974 Variation of perimeter 5,260, , ,447 6,392,503 Transfers & other movements (38,515,666) 56,910,864 (36,089,657) (42,410,764) (60,105,223) 285,224, ,629,773 28,032,677 11,957,193 1,144,844,185

111 02. CONSOLIDATED FINANCIAL INFORMATION 111 The breakdown of the values of accumulated depreciation and impairment losses in respect of tangible fixed assets for the periods ended December 31, 2011 & 2010, is as follows: Land & buildings Tangible fixed assets in progress Other fixed assets Equipment Total 2011 Opening balance (58,818,919) (509,794,140) (7,172,223) (575,785,282) Increases (7,101,190) (70,644,999) (1,144,557) (78,890,746) Disposals 1,206,032 23,266, ,782 24,880,889 Write-offs 2,111,793 13,865,790 59,082 16,036,665 Exchange Differences (29,000) 49,270 (30,975) (10,705) Variation of perimeter (33,107) (690,058) (723,165) Transfers & other movements 4,196,604 (2,996,721) (1,142,504) 57,379 (58,467,787) (546,944,784) (9,022,395) (614,434,966) 2010 Opening balance (59,862,156) (432,140,205) (37,064,626) (529,066,987) Increases (6,592,870) (66,871,983) (949,297) (74,414,150) Disposals 4,060,616 18,877, ,269 23,235,936 Write-offs 88,297 1,590,855 71,231 1,750,383 Exchange Differences (89,368) (3,362,432) 1,662 (3,450,138) Variation of perimeter (840,247) (11,614) (369,769) (1,221,630) Transfers & other movements 4,416,809 (27,875,812) 30,840,307 7,381,304 (58,818,919) (509,794,140) (7,172,223) (575,785,282) Net Value ,904, ,344,956 15,180,976 6,125, ,556, ,405, ,835,633 28,032,677 4,784, ,058,903 As at December 31, 2011 & 2010, the variation carried as revaluations under Land & buildings is essentially warranted by the revaluation to fair value of the land assigned to the quarrying operations. As at December 31, 2011, the amount carried under perimeter variations refers almost entirely to subsidiaries Eltor and Cecot, which during the period ended December 31, 2011, were consolidated for the first time. As at December 31, 2010, the amount recorded under perimeter variation is almost all related with participated company Bergamon, which came to be consolidated using the full consolidation method following acquisition of control of the company. As at December 31, 2011, the increase recorded under Write-offs is justified by the large number of items written off by subsidiaries in Portugal of the Engineering and Construction area, within the scope of the process of merging these companies into Mota-Engil Engenharia that will occur during As at December 31, 2011, the amount carried under Transfers and other movements refers mainly to the transfer undertaken is respect of the Port of Nsanje (Malawi). As at December 31, 2010, the amount carried under Transfers and other movements is essentially in respect of transfers of tangible assets either to Investment properties or to Available-for-sale non-current assets.

112 112 PRESENTATION OF CONSOLIDATED FINANCIAL STATEMENTS 2011 The more significant amounts included under Tangible assets in progress refer to the following projects: Description ValUE Acquisition of fixed assets (Biscske Plaza) 1,291,710 Maputo Sunrise Condominium 3,852,314 "24 de Julho" Condominium 2,719,776 Land for construction of Landfill 1,031,506 8,895,306 The valuation criteria adopted, the depreciation rates used and the residual values determined are detailed in indents iii), iv) and v) of the Main valuation criteria in Note 1. Accounting Policies As at December 31, 2011 & 2010, the sums of 45,270,213 and 51,294,089, net of depreciation, carried under Land & buildings are in respect of quarry operations. To obtain the fair value of the quarries several factors are taken into account, such as the area under licence, the operating capacity, the costs of landscape recovery and the residual value of the land after the quarry is shut down. Additional information on the exploitation of the Group s mineral resources can be found in Note 33. Exploitation of mineral resources. As at December 31, 2011 & 2010, the following tangible fixed assets, net of depreciation and of accumulated impairment losses, owned by Mota-Engil Engenharia, were located at branches abroad: Angola 27,710,324 30,049,536 Cape Verde 217,213 66,739 Hungary 47,136 Ireland 3,875,058 4,842,568 Malawi 21,739,891 17,478,315 Mozambique 8,804,462 8,080,081 Poland 539, ,627 Romenia 20,271 68,719 S. Tomé and Principe 105, ,983 63,059,212 61,362,568 Land and buildings are carried at their revalued cost. The valuation method used by the real-estate valuers to determine the fair value of the Group s properties is the depreciated replacement cost method, the valuations having been performed in keeping with international valuation standards. The fair value of the properties does not include any tax or costs that must be incurred by the buyer with the purchase of the property and it was determined, as far as land is concerned, taking into account the market price for similar assets and, in the case of buildings, their actual construction cost. The location, accesses, size and form of the properties were also taken into account in the determination of their fair value.

113 02. CONSOLIDATED FINANCIAL INFORMATION 113 The amount that would have been recognised had the assets been booked in accordance with the cost model is as follows: Cost Reavaluation Fixed Assets 2011 Land & buildings 203,798,119 30,106, ,904,845 Equipment 309,055, , ,344,956 Tangible fixed assets in progress 15,180,976 15,180,976 Other tangible fixed assets 6,123,214 2,711 6,125, ,158,234 30,398, ,556, Land & buildings 191,707,155 34,698, ,405,623 Equipment 309,546, , ,835,633 Tangible fixed assets in progress 28,032,677 28,032,677 Other tangible fixed assets 4,782,259 2,711 4,784, ,068,693 34,990, ,058,903 During 2011 the Group, as a matter of prudence, did not record the effect on the attached financial statements of the updating of the valuations immovables where the fair value determined by the valuations is materially higher than the carrying amount. As at December 31, 2011 & 2010, except for assets acquired under finance leases and for fixed assets allocated to concessions, no other tangible fixed assets are pledged or mortgaged to financial institutions to secure borrowings. Gauging the existence or otherwise of impairment in respect of the main amounts of tangible assets is performed using the Business Plans of the companies in question, as mentioned in Note 16. Goodwill in respect of the goodwill impairment tests.

114 114 PRESENTATION OF CONSOLIDATED FINANCIAL STATEMENTS Financial investments under the equity method As at December 31, 2011 & 2010, the breakdown of the figures for financial investments under the equity method is as follows: Engineering & Construction Auto Sueco Angola 12,675,231 9,085,418 Berd 1,658,375 1,170,619 Cimertex Angola 2,645,753 1,362,358 Cimertex & Companhia 10,363,510 10,059,923 Crespo 2,358,339 1,761,885 Obolinvest Group 21,610,579 26,551,107 Mamaia 2,153,337 2,270,894 Mota-Engil Opway Mexicana (Mex) 4,976,284 Probigalp 1,680,375 Soltysowska 634, ,403 Other 714, ,784 Environment & Services Águas de S. João 4,188,875 Geo Vision Group 40,798,809 Suma Group subsidiaries 2,513,514 2,286,127 SLPP Group 1,217,338 Parquegil 472, ,630 STM 177,684 Tersado 1,067,931 1,195,170 Vortal 2,836,129 2,068,818 Other 710,601 20,283 Ascendi Group 49,407, ,744,862 Martifer Group 95,130, ,843,043 Other 455,994 2, ,573, ,920,636 (1) Essentially includes currency variations, fair-value variations of derivative financial instruments and dividend distributions

115 02. CONSOLIDATED FINANCIAL INFORMATION 115 During 2010 and 2011, movement under the value of financial investments under the equity method was as follows: 2011 Opening balance Effect on profit & loss Effect on reserves (1) Transfers and variation of perimeter Acquisitions/ Disposals Closing balance Engineering & Construction Auto Sueco Angola 9,085,418 2,124,893 1,464,920 12,675,231 Berd 1,170,619 (220,471) 708,227 1,658,375 Cimertex Angola 1,362, , ,568 2,645,753 Cimertex & Companhia 10,059,923 1,640,345 (1,336,759) 10,363,510 Crespo 1,761,885 (472) 596,926 2,358,339 Obolinvest Group 26,551,107 (174,531) (4,765,997) 21,610,579 Mamaia 2,270,894 (573) (116,984) 2,153,337 Mota-Engil Opway Mexicana (Mex) (3,453,841) 8,430,125 4,976,284 Probigalp 1,680,375 (2,010,770) 330,395 Soltysowska 542, ,375 (50,697) 634,081 Other 627, ,897 (757,521) 714,160 Environment & Services Águas de S. João 171,600 4,017,275 4,188,875 Geo Vision Group 40,798,809 (40,798,809) Suma Group subsidiaries 2,286, ,907 (42,521) 2,513,514 SLPP Group 1,217,338 (173,588) (1,043,750) Parquegil 453,630 20,866 (1,615) 472,881 STM 177,684 94,329 (272,013) Tersado 1,195, ,542 (319,781) 1,067,931 Vortal 2,068, , ,845 2,836,129 Other 20,283 (1,304,171) 1,994, ,601 Ascendi Group 116,744,862 19,859,480 (87,196,386) 49,407,956 Martifer Group 116,843,043 (18,600,131) (3,112,831) 95,130,081 Other 2,106 (79,886) 533, , ,920, ,094 (92,625,711) (28,351,409) 216,573,611 (1) Essentially includes currency variations, fair-value variations of derivative financial instruments and dividend distributions

116 116 PRESENTATION OF CONSOLIDATED FINANCIAL STATEMENTS Opening balance Efect on profit & loss Efect on reserves (1) Transfers and variation of perimeter Acquisitions/ Disposals Closing balance Engineering & Construction Auto Sueco Angola 12,102, ,488 (3,339,808) 9,085,418 Bergamon 8,211,228 (8,211,228) Berd 1,198,623 33,924 (61,928) 1,170,619 Cimertex Angola 500,793 36, ,018 1,362,358 Cimertex & Companhia 8,002,948 2,657,601 (600,626) 10,059,923 Crespo 1,600,736 (555,154) 716,303 1,761,885 Grossiman 2,948,623 (4,385,796) 1,437,173 Obolinvest Group 32,622,218 (232,858) (5,838,253) 26,551,107 Hifer 311,462 (311,462) Mamaia 2,413, (142,834) 2,270,894 Probigalp 1,938,080 (223,498) (34,207) 1,680,375 Soltysowska 44, ,285 13, ,403 Other 543,741 52,420 31, ,784 Environment & Services Geo Vision Group (578,882) 41,377,691 40,798,809 Suma Group subsidiaries 2,190, ,826 42,315 (321,340) 2,286,127 SLPP Group (1,012,716) 2,230,054 1,217,338 Parquegil 305, ,527 (7) 453,630 STM 104, ,425 (90,307) 177,684 Tersado 1,086, ,435 (124,597) 1,195,170 Vortal 2,867, ,921 (1,285,690) 2,068,818 Other 27,976 (2,303,030) 29,788 2,265,549 20,283 Ascendi Group 100,609,676 14,995,201 (3,547,347) 4,687, ,744,862 Martifer Group 146,029,302 (20,585,271) (8,600,988) 116,843,043 Reclassification of other comprehensive result and others 17,393,422 (17,391,316) 2, ,660,378 7,506,187 (20,539,405) (17,084,216) 41,377, ,920,636 (1) Essentially includes currency variations, fair-value variations of derivative financial instruments and dividend distributions For investments making a negative contribution a provision was set aside (Note 58). As at December 31, 2011 & 2010, the financial investment in the Obol Invest Group includes 19,220,233 and 22,861,133, respctively, of consolidation differences allocated to identifiable assets (inventories). As at December 31, 2011, the financial investment in the Ascendi Group includes 19,830,852 of goodwill, 93,143,057 (2010: 99,992,688) of consolidation differences allocated to identifiable assets (receivables) and 47,913,795 of supplementary capital contributions. The amount recorded under Effect on reserves in the Ascendi Group is made up essentially of the change in fair value of derivative financial instruments and currency variations. As at December 31, 2011, the market value of Martifer in accordance with its quoted market price on that date ( 1.08 per share) was approximately 40,500,000. However, on the basis of the existing business plans and of the book value of the Martifer Group, the board of directors of the Group is of the conviction that this investment is not impaired. During 2011 the Geovision Group was recorded as a non-current asset held for sale (Note 38).

117 02. CONSOLIDATED FINANCIAL INFORMATION 117 As at December 31, 2011, the main financial information on the more relevant financial investments under the equity method is as follows: Engineering & Construction share Assets Equity Sales and services rendered Net profit Asinter 30% 2,225,739 1,474,403 3,161, ,228 Auto Sueco Angola 26% 107,362,504 49,706,789 96,808,550 8,332,915 Bay 6.3 (Hun) 30% 1,624,207 5,890 (16,947) Bay Office (Hun) 30% 852, ,461 (25,892) Bay Park (Hun) 30% 13,463,312 6,764, ,740 (243,988) Bay Tower (Hun) 30% 128,997 42,557 (10,497) Bay Welleness (Hun) 30% 290, ,223 (31,143) Berd 25% 11,357,222 6,693, ,442 (889,356) Cimertex & Cª 50% 38,464,919 20,727,019 26,159,245 3,280,689 Cimertex Angola 50% 33,455,374 5,291,506 21,605,203 1,955,655 Construcciones Crespo (Esp) 50% 7,718,845 2,030,574 12,861,847 (944) Engber (Hun) 30% 30,271 15,134 (9,104) Icer (Ang) 26% 6,522, ,363 1,310,282 88,365 Mamaia (Rom) 24% 46,339,243 2,301,773 (2,388) M-Invest Mierova (Svk) 50% 14,584,038 (608,848) 12,942,604 1,189,117 M-Invest Trnavska (Svk) 50% 1,269 1,270 (395) Mota-Engil Opway Mexicana (Mex) 50% 10,233,307 9,952, ,573 (6,907,683) Nador Obol (Hun) 30% 3,469,813 1,316,616 8,907 (38,770) Novicer (Angola) 20% 35,902, ,800 5,381, ,848 Obol Invest (Hun) 30% 45,597,011 13,618,205 10,224 (415,447) Obol XI (Hun) 30% 34,592, , ,280 43,329 Pentele Alisca (Hun) 45% 2,831 1,019 (3,339) Probigalp 40% 8,427,602 (4,184,270) 6,218,812 (5,026,926) Sampaio (Hun) 30% 3,651, , , ,010 Soltysowska (Pol) 34% 18,309,821 1,864,946 5,815, ,750 Turalgo 51% 600, ,557 (14,781) Environment & Services Ambigere 31% 115, ,973 (4,027) Ambilital 30% 18,091,713 7,265,780 3,728, ,942 Chinalog 49% 44,461 35,821 (5,207) Citrup 18% 1,454,512 1,046,215 1,207, ,418 Ecolezíria 15% 6,226, ,855 2,883, ,720 Haçor 40% 88,329,997 (9,817,191) 46,157, ,952 HL Soc. Gestora Edificio,SA 50% 94,470,178 (4,642,587) 57,674,512 (472,641) Ibercargo (Esp) 50% 11,815,455 40,068 18,936,354 (2,314,645) Logz 30% Manvia II Condutas 45% 2,197,467 1,236,638 3,833, ,060 Operestiva 30% 626, ,074 2,911,181 73,259 Parquegil 50% 15,451, ,762 2,007,595 41,732 Sadoport 49% 13,332,115 (5,312,604) 10,202,441 (435,189) SLPP 49% 13,823,707 1,281,284 40,112 STM (Moçambique) 49% 2,393, ,141 1,251, ,803 Tersado 25% 9,312,647 3,391,862 12,978, ,923 Vista SA (Angola) 50% 117,086 41,855 (651,764) Vortal 25% 11,952,996 7,404,756 9,905,334 1,243,012 Ascendi Group 60% 3,365,779,957 92,649, ,321,287 33,434,351 Martifer Group 38% 1,037,865, ,358, ,852,146 (47,529,477)

118 118 PRESENTATION OF CONSOLIDATED FINANCIAL STATEMENTS 2011 Gauging the existence of impairment in respect of the main amounts of Financial Investments under the equity method is performed using the Business Plans of the companies in question. During 2010, a part of the measures established in the Business Co-operation Agreement signed by the Mota-Engil and Espírito Santo Groups in 2006, regarding the establishment of a partnership for the area of Transport Concessions was implemented. Although this partnership called for an autonomous vehicle to be set up, it came to involve the merger of the financial holdings of the referred groups into Mota-Engil Concessões de Transportes, SGPS, SA (currently known as Ascendi Group, SGPS). This concentration of holdings began with an operation undertaken on August 24, 2010, in which there was an increase of the equity capital of Ascendi Group, SGPS, paid up in full by ESConcessões involving payment in kind of the equityholdings of the latter in the North, Costa de Prata, Beiras Litoral e Alta and Greater Porto concessions. The transfer of the remaining shares should be finalized during Under the above agreement and under equityholders agreements closed in the meantime, the management of these concessions is carried out on a shared basis, and therefore the Mota-Engil Group, though it has 60% of the financial interests in Ascendi Group, SGPS, consider this entity as a joint arrangement. As described in Note 1, the financial interests held by the Group in joint arrangements are consolidated using the equity method. 20. Available-forsale financial investments As at December 31, 2011 & 2010, the breakdown of available-for-sale financial investments is as follows: Investments in equity instruments Águas de S. João 3,951,396 Cerâmica do Boialvo 319, ,343 Cosamo 152, ,049 Ecodetra 1,153,202 1,153,202 Ersuc 554, ,381 Iberfibran 375, ,000 Indimo 500,307 12,959 Pfeiffer Manvia 245,092 Tirtife 900, ,600 TMB 939,360 Tracevia Brasil 326,651 Other 907,773 1,023,243 5,189,306 9,626, Securities & Other placements Other 206,266 63, ,266 63,545

119 02. CONSOLIDATED FINANCIAL INFORMATION Advances & other investment Mota-Engil Mexico - 10,418,931 Parque Ambiental Nortenho - 545,186 Plataforma Logística Guarda 6,565 6,565 Other 46,627 18,000 53,192 10,988,682 Financial investments available for sale 5,448,764 20,678,852 On December 31, 2011, subsidiaries Águas de S. João and Mota Engil México came to be consolidated using the equity method and the full consolidation method respectively. During the years ended December 31, 2011 & 2010, movement under Available-for-sale financial investments was as follows: Opening balance 20,678,852 9,670,554 Acquisitions and advances 40,568 10,418,931 Disposals (1,484,546) (369,660) Transfers (13,786,110) 959,027 5,448,764 20,678,852 Given the nature of the greater part of the financial investments referred to above and the difficulties in determining their fair value reliably, the Group recorded these investments at their acquisition cost, less, where necessary, the respective impairment losses that were identified. Information on the Group s investment properties as at December 31, 2011 & 2010, is as follows: Opening balance 88,614,797 30,652,729 Increases 2,559,749 25,927,442 Variation of fair value 1,276,971 Disposals (29,401) Exchange differences(properties located in Angola & Central Europe) 9, ,626 Closing balance (28,207,729) 29,831,029 62,947,053 88,614, Investment properties The valuation criteria established by the Group for valuation of these investment properties are detailed in Indent vii) of the Main valuation criteria in Note 1. Accounting Policies Investment properties located in Portugal are carried at their market value in keeping with independent valuations, on the basis of recent market transactions involving similar properties. Investment properties located in Portugal intended for lease. In 2011, the heading Transfers includes mainly the value of the Jeremiasova land/property (Czech Republic) and the Kilinskiego land/property transferred to inventories (products and work in progress, note 22), since start is to made to the respective property developments.

120 120 PRESENTATION OF CONSOLIDATED FINANCIAL STATEMENTS 2011 In 2011, the heading Increases includes mainly the value of the Mercado Urbano Building, and it should be pointed out that this building has not generated rents during 2011, since it is still under construction. In 2011 the properties located in Angola that had been rented out and were therefore carried under Investment properties came to be used for the business of the Branch and, for this reason, were transferred to Tangible assets. On December 31, 2011, investment properties held by the Group were essentially as follows: i) Motadomus commercial condominium (Portugal, 4,762,473), ii) Báltico Building (Portugal, 49,107,043) iii) Mercado Urbano Building (Portugal, 2,241,999). In 2010, the heading Transfer includes mainly the value of a building located in Portugal transferred from heading Inventories (Note 5), for which during 2010, the Group signed a promissory lease contract with a third party. The figures included under Increases and Change in fair value is also related with this building. The gains obtained by the Group in respect of the rents on its investment properties amounted, in 2011, to 2,729,641 (2010: 455,582) (Note 11). The valuations were performed taking into account the following valuation methods: The income method (Motadomus commercial condominium and Báltico Building), using for the purpose the capitalisation of expected future rents method. In the valuations the following international and European standards were followed, issued by the IVSC (International Valuation Standards Committee) and by TEGoVA in the Approved European Property Valuation Standards. 22. Inventories The breakdown of inventories for the years ended December 31, 2011 & 2010, is as follows: Book value: Raw & subsidiary materials and consumables 53,198,943 47,947,573 Products & work in progress 103,892,234 72,760,360 Finished products 44,633,034 42,712,410 Goods 38,624,395 38,286,426 Advances on account of purchases 13,746,458 8,474, ,095, ,181,111 Accumulated impairment losses Raw & subsidiary materials and consumables (71,311) (657,797) Products & work in progress (108,596) (111,742) Finished products (11,397,953) (6,136,791) Goods (156,615) (251,015) (11,734,475) (7,157,345) 242,360, ,023,766 In 2011, the increase under Products & work in progress includes mainly the value of the Jeremiasova land / property (Czech Republic) and the Kilinskiego land / property transferred from investment properties to inventories (Note 21).

121 02. CONSOLIDATED FINANCIAL INFORMATION 121 Movement under accumulated impairment losses on inventories for the periods ended December 31, 2011 & 2010, is as follows: Opening balance 7,157,345 8,139,365 Increase (Note 10) 8,102, ,803 Reduction (1,025,817) (445,465) Transfers & variation of perimeter (2,499,751) (759,358) 11,734,475 7,157,345 The increase under Impairment losses on inventories is justified by the impairment recorded by subsidiary PTT in respect of a plot of land and by impairments in respect of plots of land in the Engineering & Construction area. a) Loans and receivables: The breakdown of loans and receivables from customers in respect of the years ended December 31, 2011 & 2010, is as follows: 23. Other assets Non-current Current Customers: Trade accounts receivable Gross value: Engineering & Construction 80,573,879 9,857, ,907, ,215,835 Environment & Services 7,823, , ,468, ,059,849 Others, eliminations & intra-group (15,520,935) (11,879,646) 88,397,584 10,527, ,855,242 1,050,396,038 Accumulated impairment losses (1,806,624) (123,629) (49,123,276) (45,201,525) 86,590,960 10,403, ,731,966 1,005,194,513 Trade accounts Bills receivable 475, ,482,786 3,025,973 87,066,493 10,403, ,214,752 1,008,220,486 The increase in non-current portion during 2011 refers to the signature of an agreement for settlement of a debt over a period from 2011 to 2017, which the Board considers not impaired.

122 122 PRESENTATION OF CONSOLIDATED FINANCIAL STATEMENTS 2011 The breakdown of information of loans and receivables from other debtors in respect of the years ended December 31, 2011 & 2010, is as follows: Non-current Current Other debtors: Associate and related companies Gross value 71,492,148 68,811,021 5,426,611 2,624,707 Accumulated impairment losses (6,275,275) (2,211,180) 65,216,873 66,599,841 5,426,611 2,624,707 Advances to suppliers 14,271,485 14,288,756 State & other public entities 13,242 41,315,928 28,191,894 Other Gross value 4,228,483 4,505, ,357, ,344,318 Accumulated impairment losses (827,847) (35,949,220) (19,467,610) 4,228,483 3,677, ,408, ,876,708 69,458,598 70,277, ,422, ,982,065 On December 31, 2011 & 2010, the amount carried under Other debtors Associate companies and participated and participating companies includes balances owed by companies consolidated using the equity method, including the Ascendi Group, the Obol Group and Mamaia. The Group s exposure to credit risk is largely on account of receivables in respect of its operating activity. Accumulated impairment losses have been estimated by the Group in accordance with its experience and on the basis of its evaluation of the economy and of the economic surroundings. The Board of Directors is of the conviction that the value at which these assets are carried in the balance sheet approaches their fair value. The Group charges no interest as long as the established payment periods are being met. Following the payment deadlines, interest is charged as defined in the contracts and in accordance with the law, as applicable to each particular case. As at December 31, 2011 & 2010, the age of commercial balances relating to financial assets that were not impaired is as follows: Age in the balance sheet 2011 Customers Other Overdue amounts ] 0 ; 3 ] months 252,432, ,853,651 ] 3 ; 12] months 196,088,257 50,564,643 ] 1 ; 3 ] years 211,073, ,622,625 Over 3 years 93,137,192 9,615, ,731, ,656,828 Not overdue amounts 255,550,048 33,980,009 Total 1,008,281, ,636,837

123 02. CONSOLIDATED FINANCIAL INFORMATION 123 Age in the balance sheet 2010 Customers Other Overdue amounts ] 0 ; 3 ] months 258,407, ,530,214 ] 3 ; 12] months 141,836,676 26,230,438 ] 1 ; 3 ] years 156,540,518 43,286,655 Over 3 years 86,002,870 11,899, ,787, ,946,928 Not overdue amounts 375,836,819 40,607,019 Total 1,018,624, ,553,947 As at December 31, 2011, the Group s net exposure to accumulated impairment losses to balances having an age of more than 1 year is essentially the result of confirmed debts of public entities (local government, regional government, etc.), of amounts withheld by customers by way of warranty and of customer balances covered by debt-settlement agreements, the understanding of the Group s board of directors being that these receivables are not impaired. Impairment loss adjustments to receivables are recorded where there are objective indicators that the Group will not receive all the sums to which it was entitled in keeping with the original terms of the contracts entered into. The adjustments are calculated considering the analysis of the age of the receivables, the debtor s risk profile and their financial conditions. As at December 31, 2011 & 2010, the breakdown of the balances of the State & other public entities is as follows: Corporate Income tax 1,033,794 1,065,570 Value added tax 25,660,297 12,388,772 Social Security 9,541 Personal income tax 10,720 Other taxes 15,581 Taxes in other countries 14,635,079 14,701,710 41,329,170 28,191,894 Movement under impairment losses on loans and receivables is as follows: Trade accounts receivable: Opening balance 45,325,154 40,132,117 Increase 14,371,822 7,210,372 Reduction (7,273,116) (2,917,743) Usage (966,505) (1,650,899) Transfers & perimeter variation (527,455) 2,551,307 50,929,900 45,325,154 Other debtors Opening balance 22,506,637 34,556,948 Increase 2,974,479 3,299,983 Reduction (52,818) (16,586,663) Usage (163,877) (748) Transfers & perimeter variation 16,960,074 1,237,117 42,224,495 22,506,637

124 124 PRESENTATION OF CONSOLIDATED FINANCIAL STATEMENTS 2011 As at December 31, 2010, the change under Accumulated impairment losses is essentially the result of the use of the provision set aside for the Intercon joint venture, in that it was wound up and liquidated during the year. As at December 31, 2011, the value carried under Transfers and perimeter variations refers essentially to the value of the reclassified Angola Branch of other accrued costs to impairment losses in respect of receivables. With the exception of the debt-settlement agreement established with the Angolan government, there were no materially relevant renegotiations in respect of loans and receivables that, for this reason, could be past-due or impaired. b) Other current assets The breakdown of Other current assets is as follows: Accrued income Production not invoiced 117,227,815 84,797,387 Indemnities receivable 260,263 Interest receivable 20,532,104 16,598,418 Other accrued income 24,972,973 16,944, ,993, ,340,747 Deferred costs Insurance 3,964,568 2,819,465 Other deferred costs 8,737,499 6,767,618 12,702,067 9,587, ,695, ,927,830 Other accrued income fundamentally includes maintenance contract costs and other advance payments. Information on construction contracts in progress is as follows: Construction costs incurred to date 6,075,142,987 4,658,125,724 Construction costs incurred during the year 1,460,029,207 1,175,952,481 Income recognized to date 7,351,947,410 4,814,268,940 Income recognized during the year 1,773,230,640 1,248,153,703 Customers prepayments 78,675,617 92,357,354 Sums withheld by customers 16,188,101 23,781,788 Guarantees given by customers 386,902, ,691,445 Accrued income excess of production over billing 98,688,463 71,070,390 Deferred income shortfall of production over billing 73,108,730 96,202,589

125 02. CONSOLIDATED FINANCIAL INFORMATION 125 c) Cash & cash equivalents The breakdown of cash & cash equivalents is as follows: Non recourse With recourse Term deposits & others 1,535,877 1,547,764 Bank deposits & cash in hand Sight deposits 9,272,371 8,599, ,204, ,176,425 Cash in hand 33,326 36,176 3,173,627 3,265,812 9,305,697 8,636, ,914, ,990,001 Cash & cash equivalents includes cash held by the Group and short-term bank deposits having initial maturities equal to or less than 3 months, for which the risk of alteration of value is not significant. The value at which this set of assets is carried is close to their fair value. As at December 31, 2011 & 2010, there are 3,088,758 and 2,037,707 respectively, recorded under cash and cash equivalents not available in the short term, because they have been pledged or are captive. The amounts carried under Cash & cash equivalents without recourse have to do with the whole of the amounts recorded under Cash & cash equivalents by the port concession companies, most of which is allocated to debt-servicing in The Mota-Engil SGPS equity capital as at December 31, 2011 & 2010, amounts to 204,635,695 fully paid up and represented by 204,635,695 bearer shares each of a par value of Equity capital and reserves As at December 31, 2011, the Group holds 11,101,379 treasury shares. During 2011, alterations to the number of treasury shares were as follows: Quantity Average cost Amount Opening balance 11,005, ,626,521 Increase September 95, ,705 95, ,705 Closing balance 11,101, ,749,226 Acquisitions of treasury shares during 2011 were carried out by the Group s board of directors which, in the belief that the capital market was undervaluing the Mota-Engil SGPS shares on those dates, decided to increase the treasury share portfolio that the Company already held, signalling to the capital market, by this means, too, the board of directors confidence in the future of the Group. These acquisitions had due regard at all times for the legal limits and they were also communicated to the market to the extent required by the regulations and in keeping with the deadlines established by the capital market regulator (CMVM).

126 126 PRESENTATION OF CONSOLIDATED FINANCIAL STATEMENTS 2011 Reserves: Issue premiums Share issue premiums correspond to the premiums obtained via equity capital issues or increases. In accordance with the Portuguese Companies Code, the amounts included under this must follow the requirements established for the Legal reserve, that is, the amounts cannot be distributed, except in winding-up procedures, though they may be used to absorb losses, after all other reserves have been exhausted, and may be incorporated into the contributed capital. Legal reserve Portuguese Companies Code stipulates that at least 5% of the net profit for the year has to be assigned to increasing the legal reserve until such time as it equals at least 20% of the contributed capital. This reserve cannot be distributed except in case of winding up, though it may be used to cover losses after all other reserves have been exhausted, and to be incorporated into the contributed capital. Fair value reserve derivatives The fair value reserve derivatives reflects the changes in fair value of derivatives hedging cash flow that are considered effective (Note 26. Derivative financial instruments) and is not likely to be distributed or used to absorb losses. Fair value reserve Available-for-sale investments The Fair value reserve Available-for-sale investments reflects variations to the fair value of held-for-sale financial instruments and cannot be distributed or used to absorb losses. Currency translation reserve Currency-translation reserves reflect currency fluctuations in transposing the financial statements of affiliates expressed in currencies other than the euro and cannot be distributed or used to absorb losses. Revaluation reserves Revaluation reserves cannot be distributed to equityholders, unless the revalued assets have been fully written down or sold. Under Portuguese legislation, the amount of reserves that can be distributed is determined in accordance with the individual financial statements of the Company, presented in accordance with the Portuguese GAAP (SNC). There were no reserves that could be distributed as at December 31, 2011.

127 02. CONSOLIDATED FINANCIAL INFORMATION 127 The amounts in respect of debt with recourse for the periods ended December 31, 2011 & 2010, is as follows: 25. Debt 1 year 2 years 3 to 5 years over 5 years Total 2011 Non-convertible bond loans 54,546,732 30,000,000 15,000,000 99,546,732 Amounts owed to credit institutions Bank loans 116,916,493 59,886,712 93,863,100 11,044, ,710,363 Overdraft facilities 172,170, ,170,427 Guaranteed accounts 179,690, ,690,799 Other loans obtained Commercial paper issues 37,617, ,511, ,275,971 45,810, ,215,501 Other loans 4,097, ,863 2,978,963 75,386 7,938, ,040, ,184, ,118,034 56,929,444 1,108,271, Non-convertible bond loans 7,278,633 50,000,000 25,000,000 82,278,633 Amounts owed to credit institutions Bank loans 120,568,883 63,649,981 88,036,032 20,148, ,402,995 Overdraft facilities 218,012, ,012,464 Guaranteed accounts 127,010, ,010,928 Other loans obtained Commercial paper issues 38,084,235 55,373, ,182,062 60,050, ,690,013 Other loans 3,997, ,878 1,677, ,012 6,591, ,952, ,553, ,895,980 80,585,111 1,098,986,930 Although commercial paper issues fall due at one year, because they are covered by medium and long term programmes that ensure their renovation, the Group s Board of Directors has recorded these debts as medium & long term in that it intends to continue to use them. The amounts in respect of debt without recourse for the periods ended December 31, 2011 & 2010, is as follows: 1 year 2 years 3 to 5 years over 5 years Total 2011 Amounts owed to credit institutions Bank loans 1,988,542 2,915,628 12,208, ,800, ,912,950 Other loans obtained Other loans 89, , ,391 1,988,542 3,004,947 12,914, ,800, ,708, Amounts owed to credit institutions Bank loans 3,413,463 4,333,346 12,677,458 95,964, ,388,416 3,413,463 4,333,346 12,677,458 95,964, ,388,416

128 128 PRESENTATION OF CONSOLIDATED FINANCIAL STATEMENTS 2011 As at December 31, 201 & 2010, the sums in respect of debt are expressed in the following currencies: 2011 Bonds Credit institutions Commercial paper Other loans Total Czech Crowns 3,643,316 3,643,316 US Dollars 50,212, ,254 50,671,331 Euros 99,546, ,976, ,215,501 8,274,195 1,171,012,787 Hungarian Forints 650, ,633 New Family Meticais (Mozambique) 587, ,881 Polish Zlotys 12,414,273 12,414, ,546, ,484, ,215,501 8,733,449 1,238,980,221 Czech Crowns 9,356,945 9,356,945 US Dollars 14,156,058 14,156,058 Algerian Dinar 292, ,196 Euros 82,278, ,402, ,690,013 6,591,897 1,175,962,749 Hungarian Forints 1,809,311 1,809,311 New Family Meticais (Mozambique) 401, ,708 São Tomé Dobras 47,514 47,514 Polish Zlotys 13,348,865 13,348,865 82,278, ,814, ,690,013 6,591,897 1,215,375,346 The average interest rates in respect of the main headings of debt during 2011 and 2010 are as follows: Average rates (%) Rates interval (%) Average rates (%) Rates interval (%) Non-convertible bond loans 5.48 [ 5,47 ; 5,49 ] 3.93 [ 2,43 ; 5,49 ] Amounts owed to credit institutions Bank loans 4.80 [ 2,19 ; 19,25 ] 3.33 [ 1,71 ; 6,61 ] Overdraft facilities 6.28 [ 3 ; 22,58 ] 4.09 [ 2,21 ; 19,5 ] Guaranteed accounts 6.22 [ 4,01 ; 20,64 ] 3.28 [ 2,07 ; 19,5 ] Other loans obtained 2.93 [ 2,32 ; 3,27 ] 4.68 [ 1,52 ; 5,25 ] Commercial paper issues 2.66 [ 0,04 ; 24 ] 1.63 [ 0,81 ; 2,47 ]

129 02. CONSOLIDATED FINANCIAL INFORMATION 129 The main bond loans and commercial paper programmes obtained by the Group are as follows: Type of issue / Issuer Date of emission Indexation Reimbursement condition Amount Bond loans: Mota-Engil SGPS 18/Nov/09 Mid Swap 3Y % i) 50,000,000 Mota-Engil SGPS 23/Abr/08 Euribor + 2.8% ii) 25,000,000 Mota-Engil SGPS 30/Dez/11 Euribor + 5.5% iii) 25,000,000 Commercial paper programmes: Mota-Engil SGPS 21/Nov/08 Euribor + 2,475% 83,000,000 From 7 to 365 days Mota-Engil SGPS 28/Out/10 Euribor + 3,0% 15,000,000 From 7 to 365 days Mota-Engil SGPS e Mota-Engil Engenharia 13/Nov/06 Euribor + 2,85% 15,000,000 From 7 to 365 days Mota-Engil SGPS e Mota-Engil Ambiente e Serviços 15/Jan/07 Euribor + 1,5% 77,000,000 From 1, 3, 6 a 12 months Mota-Engil Engenharia 30/Set/10 Euribor + 1,5% 5,000,000 From 7 to 182 days Mota-Engil Engenharia 23/Nov/07 Euribor + 0,4% 25,000,000 Direct placement: From 7 to 184 days/ Auctioning: From 1,2,3,4,5 or 6 months Mota-Engil Engenharia 26/Jun/07 Euribor + 2,0% 23,400,000 From 7 to 365 days Mota-Engil Engenharia 28/Out/10 Euribor + 3,0% 50,000,000 From 7 to 181 days Direct placement: From 90 to 181 days/ Mota-Engil Engenharia 16/Dez/10 Euribor + 3,5% 50,000,000 Auctioning: From 3,4,5 or 6 months Tertir 3/Jul/07 Euribor + 2,0% 25,000,000 1, 3, 6 or 12 months i) Interest paid in six half-yearly installments as from May 18, 2010, with single repayment on maturity of the contract. ii) Interest paid in ten half-yearly installments as from October 23, Single repayment on maturity of the contract. iii) Interest paid in ten half-yearly installments as from June 30, Repayment in 10 half-yearly installments as from the first coupon. The total amount of debt contracted through other loan contracts of over 10,000,000 is as follows: Issuer Type of issue Amount of the loan Amount in debt Other Operations: Holding Mota-Engil, SGPS Overdraft facilities 28,750,000 28,573,232 Mota-Engil, SGPS Medium & long term loan 80,250,000 48,571,429 Mota-Engil, SGPS Guarantee accounts 17,000,000 16,879,000 Engineering & Construction Mota-Engil Engenharia Overdraft facilities 70,825,000 58,839,213 Mota-Engil Engenharia Medium & long term loan 30,000,000 18,282,828 Mota-Engil Engenharia Guarantee accounts 46,113,223 42,313,223 Mota-Engil Engenharia Short term loan 20,000,000 20,000,000 Planinova Medium & long term loan 26,000,000 24,700,000 Envirorment & Services Indaqua Medium & long term loan 12,500,000 12,500,000 Indaqua Feira Medium & long term loan 63,000,000 52,996,069 Indaqua Santo Tirso Medium & long term loan 14,400,000 14,400,000 Indaqua Vila do Conde Medium & long term loan 76,000,000 29,000,000 Indaqua Matosinhos Medium & long term loan 47,500,000 30,900,000 Suma Medium & long term loan 25,400,000 25,358,500 Tertir Medium & long term loan 60,000,000 51,500,000

130 130 PRESENTATION OF CONSOLIDATED FINANCIAL STATEMENTS 2011 The amounts considered under Other borrowings mainly have to do with borrowings from the Portuguese Agency for Investment (AICEP) and from the Small and Medium Enterprise and Investment Institute (IAPMEI) by way of support to investment. These borrowings earn no interest. 26. Derivative financial instruments The Group makes use of interest-rate derivatives instruments to manage its exposure the movements of current interest rates in its financing contracts, fixing variable interest rates. As at December 31, 2011 & 2010, the Group had contracted the following derivative financial instruments: Fair value Subsidiary TYpE Counterpart Start Notional Contracted rates Maturity Indaqua Feira Indaqua Feira Indaqua Matosinhos Indaqua St. Tirso Mota-Engil SGPS Interest Rate Swap Millennium BCP Set/07 17,960,740 Interest Rate Swap Santander Set/07 17,960,740 Interest Rate Swap CGD Jun/08 7,089,053 Interest Rate Swap Caixa BI Set/11 15,565,524 Interest Rate Swap Santander Totta Nov/09 25,000,000 Mota-Engil SGPS Swap in Arrears Santander Totta Nov/09 25,000,000 Mota-Engil Ambiente e Serviços Interest Rate Swap Millennium BCP Jan/08 40,000,000 Mota-Engil Engenharia Cap BNP Paribas Fortis Jul/07 30,000,000 Mota-Engil Engenharia Collar BNP Paribas Fortis Jun/07 30,000,000 Suma Suma Interest Rate Swap Forward Banco Espírito Santo Jul/10 20,400,000 Receives Euribor 6M and pays fixed rate (4,526%) Set/29 (4,195,541) (2,165,069) Receives Euribor 6M and pays fixed rate (4,526%) Set/29 (4,195,541) (2,165,069) Receives Euribor 6M and pays fixed rate (4,485%) Jun/28 (5,996,684) (3,897,662) Receives Euribor 6M and pays fixed rate (3,845%) Set/26 (1,962,928) (1,210,748) Receives fixed rate (2,139%) a nd pays Euribor 6M Nov/12 137,018 (56,234) Receives fixed rate (2,139%) and pays Euribor 12M Nov/12 332, ,676 Receives Euribor 6M and pays fixed rate (4,2%) Jan/11 (61,189) Receives Euribor 6M and pays fixed rate (4,05%) Jun/15 2,557 2,922 Receives Euribor 6M and pays fixed rate (4,05%) Jun/15 (1,611,377) (1,998,047) Receives Euribor 6M and pays fixed rate (6,62%) Jul/17 (3,389,467) (1,177,387) Banco Espírito Santo Jul/10 7,066,486 3,58 Eur/ BRL Jul/17 (6,351,307) (953,345) (27,230,780) (13,220,152) The criteria governing the classification and valuation of these instruments are set out in indent ix) (f) of the Main valuation criteria in Note 1. Accounting Policies Determination of the fair value of the derivatives contracted by the Group was undertaken by the respective counterparties considered to be upstanding, independent financial entities of recognised merit. The valuation models used are based on the discounted cash-flow method: using the Swaps par Rates quoted on the interbank market, available on the Reuters and Bloomberg pages, for the relevant maturities. The respective forward rates and discount factors are calculated that are used to discount the fixed-leg and floating-leg cash flows. The sum of the two legs determines the NPV (Net Present Value).

131 02. CONSOLIDATED FINANCIAL INFORMATION 131 The breakdown of commercial liabilities and other payables for the periods ended December 31, 2011 & 2010, is as follows: Non-currents Currents Suppliers Engineering & Construction 21,237,600 4,117, ,080, ,973,733 Environment & Services 102,512,634 96,372,125 Others, eliminations & intra-group (63,443,906) (43,176,293) 21,237,600 4,117, ,149, ,169,565 Suppliers of fixed assets 116,163, ,929,430 73,654,454 58,343,909 Group companies, associates & other shareholders 525, ,269 6,055, ,825 Customer prepayments on account of sales 40,925,981 42,589,768 93,630,069 87,857,323 State & other public entities 21,898,492 42,967,832 Other creditors 58,684,323 42,124, ,589, ,351, ,299, ,180, ,827, ,011, ,537, ,298, ,976, ,180, Trade liabilities & other liabilities payable As at December 31, 2011 & 2010, the heading Other non-current liabilities refers to debts that companies carry with the equity holders of Group partners, in particular the Indaqua Sub-group and subsidiary Mota-Engil Angola. As at December 31, 2011 & 2010, Suppliers includes the sum of approximately 43,000,000 in respect of confirming contracts. These sums mainly concern debts originating in subcontracting in respect of works in progress awarded to the Group. The Board of Directors is of the conviction that the value at which these liabilities are carried in the balance sheet approaches their fair value. As at December 31, 2011 & 2010, the remaining contractual maturity of the balances carried under Suppliers is as follows: Outstanding contractual maturity: ] 0 ; 1 ] month 263,708, ,549,548 ] 1 ; 3 ] months 118,194, ,489,916 ] 3 ; 12 ] months 76,175,204 56,344,081 ] 1 ; 3 ] years 20,799,669 2,452,555 Over 3 years 20,509,146 6,451, ,386, ,287,205

132 132 PRESENTATION OF CONSOLIDATED FINANCIAL STATEMENTS 2011 As at December 31, 2011, the remaining contractual maturity of the balances carried under Other creditors is as follows: Outstanding contractual maturity: ] 0 ; 1 ] month 83,844,906 71,686,993 ] 1 ; 3 ] months 18,160,682 8,240,712 ] 3 ; 12 ] months 9,237,431 2,907,286 ] 1 ; 3 ] years 1,198,381 2,203,741 Over 3 years 67,143,879 53,721,892 Factoring 184,688, ,714, ,273, ,475,335 As at December 31, 2011 & 2010, Other creditors includes sums in respect of factoring with recourse and of bills discounted in the sums of 184,688,112 and 155,599,381 respectively, which have no defined maturity in the case of factoring. As at December 31, 2011 & 2010, the Group had liabilities towards lessors, curried under Suppliers of fixed assets in respect of outstanding rents on finance lease contracts in the sum of 184,999,581 and 209,011,398 respectively, with the following maturities: Outstanding rents on lease contracts Current value of lease contracts lease contracts year 53,437,036 48,691,759 48,078,290 45,780,948 2 years 37,951,043 39,277,590 34,501,588 37,144,798 3 years 23,323,695 30,955,345 20,897,266 28,856,528 4 or more years 70,287,807 90,086,704 60,730,009 69,730, ,999, ,011, ,207, ,512,878 Interest included in the rents (20,792,428) (27,498,520) Current value of lease contract rents 164,207, ,512, ,207, ,512,878

133 02. CONSOLIDATED FINANCIAL INFORMATION 133 As at December 31, 2011, the more significant finance lease contracts are as follows: Contracting party Amount Asset Lease life Purchase option CPTP 3,697,960 Equipamento portuário 8 anos 117,098 Ferrovias 2,864,018 Equipamento diverso 5 anos 118,008 Mota-Engil Engenharia 50,454,263 Equipamento diverso 4 anos 1,009,085 Mota-Engil Engenharia 1,515,000 Equipamento diverso 5anos 30,300 Mota-Engil Engenharia 5,107,220 Equipamento diverso 5 anos 102,144 Mota-Engil Central Europe Polónia 2,524,750 Equipamento diverso 6 anos 173,604 Mota-Engil Central Europe Poland 1,030,444 Equipamento diverso 10 anos 649,180 Mota-Engil Central Europe Poland 5,774,049 Equipamento diverso 5 anos 240,776 Mota-Engil Central Europe Poland 1,416,773 Equipamento diverso 7 anos 14,168 ME-Pavimentações 2,638,500 Equipamento diverso 4 anos 52,770 PTT 3,337,250 Terrenos e Construção 11 anos 178,296 Rentaco 3,100,000 Equipamento diverso 4 anos 62,000 Rentaco 1,000,000 Equipamento diverso 5 anos 20,000 Rentaco 1,395,000 Equipamento diverso 7 anos 27,900 Socarpor Aveiro 1,976,000 Guindaste 8 anos 39,520 Socarpor Aveiro 3,300,000 Guindaste 12 anos 66,000 Socarpor Aveiro 13,057,915 Terminal Sograin 12 anos 261,158 Sotagus 4,000,000 Pórtico de porto 7 anos 80,000 Sotagus 7,400,000 Pórtico de porto 5 anos 148,000 Suma 3,835,050 Equipamento diverso 5 anos Takargo 24,140,200 Locomotivas 25 anos 3,017,525 Takargo 11,943,750 Vagões 25 anos 1,492,969 Correia e Correia 1,278,000 Equipamento diverso 20 anos - As at December 31, 2011, the breakdown of the net book value of assets acquired under finance lease contracts is as follows: Land & buildings 6,735,764 8,415,165 Basic equipment 107,814, ,172,953 Transport equipment 25,929,004 29,176,161 Administrative equipment 72,224 51,303 Other fixed assets 3,927,522 1,815,678 Intangible fixed assets (Concessions) 15,535,614 19,653, ,014, ,285,067 As at December 31, 2011 & 2010, the breakdown of the balances of the State & other public entities is as follows: Land & buildings 6,032,337 1,948,310 Basic equipment 1,707,345 3,263,778 Transport equipment 3,429,271 3,313,048 Administrative equipment 1,595,290 1,581,008 Other fixed assets (1,877) 1,268,626 Intangible fixed assets (Concessions) 9,136,126 31,593,062 21,898,492 42,967,832

134 134 PRESENTATION OF CONSOLIDATED FINANCIAL STATEMENTS Provisions The breakdown of provisions for the periods ended December 31, 2011 & 2010, is as follows: Pensions (Note 31. Retirement plan benefits) 9,987,078 9,351,392 Indemnities for termination of fixed-term employment contracts 262,653 70,935 Sealing & monitoring a landfill 6,615,853 6,135,408 Provisions for investments valued using the equity method 15,835,688 15,186,062 Legal proceedings 9,981,713 7,430,131 Quality warranties 7,475 12,592 Other contingencies/ estimated cost of closing operations 45,461,474 33,587,943 88,151,934 71,774,463 Provisions for landfill sealing and monitoring refer essentially to the Suma Subgroup. Provisions for legal proceedings and other contingencies essentially refer to the Tertir SubGroup. Other Contingencies in the periods ended December 31, 2011 & 2010, are justified largely by the amounts recorded by the port concessions companies as a result of adoption of IFRIC 12. During the periods ended December 31, 2011 & 2010, the Group set aside and increased provisions to cope with the closure of some operations in Ireland and Spain. Information on the movement of provisions during 2011 & 2010 is as follows: 2011 Opening balance Increase Reduction Usage Transfers & perimeter variation Closing balance Pensions (Note 31. Retirement plan benefits) 9,351,392 1,044,562 (355,739) 5,745 (58,882) 9,987,078 Indemnities for termination of fixed-term employment contracts 70, , ,653 Sealing & monitoring a landfill 6,135, ,445 6,615,853 Provisions for investments valued using the equity method 15,186,062 (38,685) 688,311 15,835,688 Legal proceedings 7,430,131 1,764,414 (7,225) (138) 794,531 9,981,713 Quality warranties 12,592 7,475 (12,592) 7,475 Other contingencies/ estimated cost of closing operations 33,587,943 15,144,914 (1,235,010) (1,168,280) (868,093) 45,461,474 71,774,463 18,441,810 (1,636,659) (1,162,673) 734,993 88,151,934

135 02. CONSOLIDATED FINANCIAL INFORMATION Opening balance Increase Reduction Usage Transfers & perimeter variation Closing balance Pensions (Note 32. Retirement plan benefits) 10,674, ,989 (1,319,444) (111,650) 9,351,392 Indemnities for termination of fixed-term employment contracts 1,188,714 47,842 (1,165,621) 70,935 Sealing & monitoring a landfill 4,722,111 1,415,627 (2,330) 6,135,408 Provisions for investments valued using the equity method 7,871, ,605 6,514,274 15,186,062 Legal proceedings 6,772, ,614 (17,532) (56,720) 7,430,131 Quality warranties 12,943 (351) 12,592 Other contingencies/ estimated cost of closing operations 25,401,258 11,039,408 (796,175) (1,932,752) (123,796) 33,587,943 56,643,475 14,143,085 (3,298,772) (1,932,752) 6,219,427 71,774,463 As at December 31, 2011 & 2010, the valuation of investments using the equity method, for which provisions were set aside, is as follows: Grossiman 1,152,584 Luma e NGA (Grupo GeoVision) 1,282,903 Grupo SLPP 5,226,544 5,470,778 Haçor 3,926,876 1,653,691 HL Sociedade Gestora do Edificio 2,321,293 2,794,490 Ibercargo 1,021,839 Vista SA 1,041, ,128 Other 1,947, ,539 15,835,688 15,186,062 Following the acquisition of 50% stake in Grossiman during 2011, this subsidiary has been consolidated using the full consolidation method. As at December 31, 2011, the Geovision Group was carried as non-current asset held for sale (Note 38). With the exception of the provisions set aside for the sealing and monitoring of landfills and for subsidiary TCL (relating to the adoption of IFRIC 12), the date of use of the others cannot be estimated, and for this reason these provisions have not been subject to financial updating. On December 31, 2011 & 2010, information on other non-current liabilities is as follows: Other non current liabilities Deferred income Investment subsidies 15,973,375 16,929,087 Other deferred income (branch lines) 10,212,667 26,186,042 16,929, Other current & non-current liabilities

136 136 PRESENTATION OF CONSOLIDATED FINANCIAL STATEMENTS 2011 The amount carried under Other deferred income (branch lines) refers to income related to the sale of branch lines, by the Indaqua Subgroup, and are treated as investment subsidies, and the income is recognised over the life of the Concession at the rate that the amortisation of the concession right (cost of the extension) is amortised. Information on other current liabilities for the periods ended December 31, 2011 & 2010, is as follows: Other current liabilities Accrued costs Cost of holiday pay & bonus 30,109,027 31,088,568 Interest payable 10,527,050 7,765,659 Work in progress by suppliers not billed 160,438,172 44,672,485 Other accrued costs 151,494, ,428, ,568, ,954,855 Deferred income Invoicing in advance 80,234,975 97,845,016 Investment subsidies 1,891, ,565 Rents on own properties 219,641 24,092 Other deferred income 46,722,113 32,511, ,067, ,755, ,636, ,710,839 The amount recorded under Invoiced in advance refers to the application of the policy described in note 1 for recognition of revenue on construction contracts. The main information relating to investment subsidies granted to the Group is as follows: Beneficiary company 2011 Recognition of income Amount of the asset Amount of the subsidy Deferred income Recognition of income in 2011 Recognition of income in 2010 Correia & Correia 3,158, , , ,848 Ferrovias 14,456,479 1,381, , , ,568 Indaqua Feira 12,500,000 12,500,000 12,500,000 Mota-Engil Engenharia 15,134,461 4,072,500 1,944, ,488 2,130,732 RTA 7,619,971 3,108,194 1,563, , ,941 SGA 3,956,914 1,377, ,981 82,302 82,302 Other 2,993, , ,074 17,864, ,916 2,605,543 Beneficiary company 2010 Recognition of income Amount of the asset Amount of the subsidy Deferred income Recognition of income in 2011 Recognition of income in 2010 Ferrovias 15,318,483 1,207, , , ,721 Indaqua Feira 12,500,000 12,500,000 12,500,000 Mota-Engil Engenharia 23,785,439 6,697,366 2,113,533 2,130, ,618 RTA 7,619,971 3,108,194 1,671, , ,941 SGA 3,956,914 1,377, ,283 82,302 82,302 17,304,652 2,605,543 1,483,582

137 02. CONSOLIDATED FINANCIAL INFORMATION 137 Guarantees Provided 30. Commitments As at December 31, 2011 & 2010, the guarantees provided by the Group to third parties in respect of bank guarantees and fidelity insurance provided to employers that have contracted work to the various Group companies are broken down by currency as follows: Czech Crowns 3,780,599 4,147,559 Algerians Dinars 4,892,293 5,935,342 US Dollars 112,377, ,239,890 Cape Verde Escudos 6,320,471 4,020,970 Euros 662,030, ,281,094 Hungarian Forints 19,859,106 25,390,052 Malawi Kwashas 17,392,052 19,199,687 Mozambican Meticais 32,923,248 34,125,240 Peruvian New Soles 42,756,149 35,189,848 Polish Zlotys 92,557,247 58,169,015 Others 90, ,979,986 1,001,698,697 The breakdown by Group companies is as follows: Áreagolfe 1,190,449 1,181,949 CPTP 19,417,485 22,007,422 Emocil 5,031,232 2,416,369 Ferrovias 14,485,348 20,363,790 Indaqua Group 81,447,245 76,385,355 Suma Group 10,852,786 25,292,320 Tertir Group 35,327,031 81,010,152 Manvia 1,640,265 1,563,060 MKC 1,545,715 Mota-Engil Betão e Pré-Fabricados 5,037,840 5,275,079 Mota-Engil Ambiente e Serviços 15,627,500 15,627,500 Mota-Engil Central Europe Poland 94,152,967 58,576,891 Mota-Engil Engenharia 579,565, ,042,898 Mota-Engil Central Europe Hungary 3,268,525 5,347,174 Mota-Engil Pavimentações 8,484,598 7,564,274 Mota-Engil Peru 99,703,649 46,294,874 Tracevia 8,020,462 6,126,734 Vibeiras 8,132,079 8,024,982 Other 2,049,596 1,597, ,979,986 1,001,698,697

138 138 PRESENTATION OF CONSOLIDATED FINANCIAL STATEMENTS Retirement Plan Benefits The Group has assumed defined-benefit retirement plan liabilities for several former and some present employees. The accounting policies in respect of these plans adopted by the Group are described in Indent xix) of the Main valuation criteria in Note 1. Accounting Policies As at December 31, 2011 & 2010, the liabilities for pensioners and those for personnel in service are almost all related with Mota-Engil Engenharia e Construção, SA, ( 9,628,911 and 8,936,770 respectively), the sums of 358,167 and 414,622 respectively being in respect of other companies. As at December 31, 2011 & 2010, liabilities towards pensioners and towards staff in service at Mota-Engil Engenharia, and their respective cover, are as follows: Liabilities to pensioners 1,644,900 1,458,253 Liabilities to personnel in service 7,984,012 7,478,245 Provisions set aside (Note 28. Provisions) 9,628,911 8,936,770 % of cover 100% 100% Liabilities for defined-benefit pension plans are calculated in accordance with the Projected Unit Credit Method using the actuarial and financial assumptions best suited to the plan in question. The available actuarial study referred to December 31, 2011, was based on the following assumptions: Mortality tables TV 73/77 Invalidity table EKV8o Turnover table PCRTurnover Fund return rate 4.5% Expected wage increase rate 2% Pension discount rate 4% Pension growth rate 0% Age of retirement 65 Number of payments of the benefit Transactions with related parties a) Commercial transactions There are relations between the Group s subsidiaries that are qualified as transactions with related parties. All these transactions are carried out at arm s length. These transactions are eliminated in the consolidation procedures since the consolidated financial statements present information on the parent company and its subsidiaries as through they concerned just a single company.

139 02. CONSOLIDATED FINANCIAL INFORMATION 139 Balances and transactions between subsidiaries during the period ended December 31, 2011, are as follows: Accounts receivable Accounts payable Loans granted Loans obtained Holding Company & related activities Mota-Engil SGPS Other Engineering & Construction Mota-Engil Engenharia Aurimove Ferrovias Grossiman Jeremiasova MKC Mota-Engil Angola Mota-Engil Betão e Pré-Fabricados Mota-Engil Central Europe Polónia Mota-Engil Central Europe República Checa Mota-Engil Central Europe SGPS Mota-Engil Pavimentações Mota-Engil Real Estate Portugal Mota-Engil São Tomé Mota Internacional Planinova Rentaco Angola Tabella Wilanow Other Envirornment & Services Mota-Engil Ambiente & Serviços Indaqua Indaqua Feira Indaqua Matosinhos Indaqua V. Conde Suma Tertir VBT Vista Waste Other

140 140 PRESENTATION OF CONSOLIDATED FINANCIAL STATEMENTS 2011 Obtained Interest Interest paid Other gains Other Expenses Holding Company & related activities 6,650,227 2,377,263 11,738,800 Mota-Engil SGPS 47,686 10,795,841 Mota-Engil Serviços Partilhados 103,153 2,939,946 3,287 Other Engineering & Construction 5,884, ,225 41,011, ,799,193 Mota-Engil Engenharia 6,629,312 1,024,298 Capsfil 459,746 4,157,490 CPTP 231,023,111 44,328,397 Mota-Engil Angola 27,731,174 1,579,904 Mota-Engil Betão e Pré-Fabricados 1,107, ,359 3,686,129 4,756,191 Mota-Engil Central Europe Polónia 1,264,514 4,201,854 Mota-Engil Central Europe SGPS 12,364,046 13,216,830 Mota-Engil Pavimentações 72,183 10,403 5,341,527 PRD-M Lublin 4,997, ,696 Prefal 5,015,510 2,735 Rentaco 2,090,913 3,440,932 19,694,212 4,504,983 Other 1,544, ,206 4,833,548 Envirorment & Services Mota-Engil Ambiente e Serviços 2,550,909 6,509,294 Indaqua 1,544, ,206 4,833,548 - Suma 439, ,557 9,250, ,505 Other 534,582 3,679,320 20,688,638 19,463,508 Transactions with associate companies booked using the equity method are not eliminated, and their amounts are as follows: Accounts receivable 91,971,785 85,882,003 Accounts payable 27,511,469 24,368,211 Loans granted 62,483,305 56,620,017 Loans obtained 844, ,681 Sales & services rendered 45,312,664 34,694,720 Cost of merchandise sold 25,988,182 18,638,094 Interest gains 4,357,988 2,999,482 Interest costs 36, ,797 Balances and transactions with Group equityholders having qualified holdings or with other companies held by them are as follows: Accounts receivable 276,810 1,344,288 Accounts payable 75,988 8,359 Loans granted 1,467,149 Sales & services rendered 877, ,859 Cost of merchandise sold 18,027

141 02. CONSOLIDATED FINANCIAL INFORMATION 141 The balances and transactions were involved the following companies having equityholders in common with the Group: Algosi Gestão de Participações Sociais, SGPS, SA António de Lago Cerqueira, SA Cogera Sociedade de Produção de Energia por Cogeração, Lda Covelas Energia, Lda F.M. Sociedade de Controlo, SGPS, SA Mota Gestão e Participações, SGPS, SA Sunviauto Indústria de Componentes de Automóveis, SA The list of Group equityholders having qualified holdings is as follows: António Manuel Queirós Vasconcelos da Mota Maria Manuela Queirós Vasconcelos Mota dos Santos Maria Teresa Queirós Vasconcelos Mota Neves da Costa Maria Paula Queirós Vasconcelos Mota de Meireles Maria Inês Fonseca Vasconcelos Mota Sá Algosi Gestão de Participações Sociais, SGPS, S.A. F.M. Sociedade de Controlo, SGPS, S.A. Mota Gestão e Participações, SGPS, S.A. Privado Holding SGPS, S.A. QMC Development Capital Fund, Plc Due to impossibility of determination, this list does not include other companies in which QMC Development Capital Fund, Plc and Privado Holding, SGPS, SA, are also equityholders. The directors of the Group holding company and of each of its sub-holding companies are as follows: Mota-Engil, SGPS, S.A. António Manuel Queirós Vasconcelos da Mota Jorge Paulo Sacadura de Almeida Coelho Arnaldo José Nunes da Costa Figueiredo Gonçalo Nuno Gomes de Andrade Moura Martins Maria Manuela Queirós Vasconcelos Mota dos Santos Maria Teresa Queirós Vasconcelos Mota Neves da Costa Maria Paula Queirós Vasconcelos Mota de Meireles Ismael Antunes Hernandez Gaspar Luís Filipe Cardoso da Silva Maria Isabel da Silva Ferreira Rodrigues Peres Luís Valente de Oliveira António Bernardo Aranha da Gama Lobo Xavier António Manuel da Silva Vila Cova Mota-Engil, Engenharia e Construção, S.A. Ismael Antunes Hernandez Gaspar António Martinho Ferreira de Oliveira

142 142 PRESENTATION OF CONSOLIDATED FINANCIAL STATEMENTS 2011 Pedro Manuel Teixeira Rocha Antelo Fernando Alberto Fiel e Barbosa Carlos António Vasconcelos Mota dos Santos Mário Jorge de Melo Faria de Barros Gilberto Silveira Rodrigues Pedro Rodrigues Martins da Costa Mota-Engil Ambiente e Serviços, SGPS, S.A. Gonçalo Nuno Gomes de Andrade Moura Martins Jorge Agostinho Fernandes Rodrigues Paulo Jorge Silva da Costa Nunes Eduardo João Frade Sobral Pimentel Pedro José Avelar Montalvão de Santos e Silva The Group s subsidiaries and associate companies are listed in Appendix A of these Notes to the consolidated financial statements. b) Remuneration of the board and of the Statutory Auditor The remuneration of the members of the administration during the years ended December 31, 2011 & 2010 amounted to 4,404,750 (of which 3,285,000 by way of fixed remuneration, 1,014,750 by way of variable compensation and 105,000 by way of attendance fees allocated to the non-executive directors) and 4,807,163 (of which 3,565,500 by way of fixed remuneration, 1,132,163 by way of variable remuneration and 109,500 in respect of attendance fees allocated to the non-executive directors), respectively. This compensation is determined by the remuneration committee, taking into account the individual performance and the evolution of this type of employment market. In each of these years the remuneration of the statutory auditor amounted to 45,848 and 45,848 respectively. Some directors have defined-benefit pensions. Information on these plans is provided in Note 31 Retirement Plan Benefits. 33. Exploration of mineral resources As at December 31, 2011 & 2010, the main assets and liabilities assigned to exploitation of the Group s mineral resources are as follows: Fixed: Land under exploration 45,270,213 51,294,089 Buildings assigned to operations 1,885,488 1,743,584 Equipment assigned to operations 10,897,573 10,040,015 Inventories: Mineral stock 6,958,352 6,084,541 Balances receivable 18,691,026 22,372,729 Balances payable 16,355,659 22,998,707 The accounting of the land assigned to the exploration of mineral resources is undertaken in accordance with the criteria described in indent iv) of the Main valuation criteria set out in Note 1. Accounting Policies.

143 02. CONSOLIDATED FINANCIAL INFORMATION 143 During 2011 & 2010 the Group s operating income and costs related with the exploitation of mineral resources are as described hereunder: Operating income 51,404,350 47,872,952 Operating costs 44,779,978 39,385,624 EBITDA 6,624,372 8,487,328 EBITDA margin 12.9% 17.7% During 2011 & 2010 the cash flows generated by the exploitation of mineral resources are as follows: Cash receipts from customers 55,086,053 42,386,222 Cash paid to suppliers (51,423,026) (48,784,523) Operating cash-flow 3,663,027 (6,398,301) Acquisition of fixed assets (1,836,480) (2,685,444) Sale of fixed assets 1,258, ,286 Investment cash-flow (578,384) (2,124,158) During the period ended December 31, 2010, so as to transmit an more faithful and appropriate image of the financial situation of the Mota-Engil Group, as well as of the results of its operations, the Group altered the method of consolidation of its financial interests in Joint Arrangements (from the proportional consolidation method to the equity method). No companies having been consolidated using the proportional method during the period ended December 31, Contribution of the companies consolidated using the proportionate consolidation method During the period ended December 31, 2011, there were no materially relevant alterations to the perimeter and for this reason no effects on the main headings of the statement of financial position and income statement are presented. 35. Perimeter alterations

144 144 PRESENTATION OF CONSOLIDATED FINANCIAL STATEMENTS 2011 During 2011, the alterations to the consolidation perimeter in terms of inclusions and exclusions were as follows: Acquisition of companies Acquisition by Vibeiras of 21.69% of the Áreagolfe equity capital, the Group now having a holding of 66.67% of the company's equity capital. Acquisition by Mota-Engil Engenharia of a 75% holding in Mercado Urbano. Acquisition by Mota-Engil Central Europe Poland of the whole of the Eltor equity capital. Acquisition by Mota-Engil Engenharia of a 50% holding in Grossiman, the Group now owning the whole of the company's equity capital. Acquisition by Mota-Engil Engenharia the whole of the Cecot equity capital, the Group now also owning the whole of Emocil. Acquisition of 59% of the Immo Park equity capital by EMSA (51%), Mota-Engil Central Europe Poland (7%) and Mota-Engil Engenharia (1%). Companies consolidated for the first time Company Parent Company and Related Activities HEPP Hidroenergia de Penacova e Poiares, Lda. ( HEPP ) Business Area Engineering & Construction Mota-Engil México, S.A. de C.V. ( Mota-Engil México ) Mota-Engil-Opway Mexicana, S.A. De C.V. ( Mota-Engil-Opway Mexicana ) Business Area Environment & Services Águas de S. João, E.M., S.A. ( Águas de S. João ) Akwangola, S.A. ( Akwangola ) Manvia II Condutas, Lda. ( Manvia II Condutas ) Operestiva Empresa de Trabalho Portuário de Setúbal, Lda. ( Operestiva ) Incorporation of companies: Company Parent Company and Related Activities ME 3I, SGPS, S.A. ( ME 3I SGPS ) Business Area Engineering & Construction Kilinskiego Property Investment Sp. z.o.o. ( Kilinskiego PI ) MEBR Engenheria, Consultoria e Participações ( MEBR ) Mota-Engil Colômbia, S.A.S ( Mota-Engil Colômbia ) Száz Invest Project Development Kft. ( Száz Invest ) Business Area Environment & Services Enviroil II Reciclagem de Óleos Usados, Lda. ( Enviroil II )

145 02. CONSOLIDATED FINANCIAL INFORMATION 145 Company mergers and reorganisations: Merger of Mota-Engil Kruszywa SA into Mota-Engil Central Europe Poland. Merger of Mota-Engil Lublin, Sp zoo into PRD-M Lublin, after acquisition of a 0.1% holding in PRD-M Lublin, the Group now owning the whole of the company's equity capital. Reorganisation of the firms Rentaco Angola, Angola Tracevia, Prefal, Fatra, Icer and Novicer. Merger of E.A.Moreira Agentes de Navegação, SA, and Sadomar Agentes de Navegação e Trânsitos, SA, into Tertir. Removal of companies from the perimeter: Sale of holding in Realmota, sro Winding up of the firm Tergep, SGPS, SA Winding up of the firm Beiratir Terminals Covilhã, Lda Winding up of the firm M-Invest Slovakia, sro Departure of Suma Brasil Participações Ltda, Serurb Brasil Participações Ltda and of the Geo Vision Group from the perimeter because they were carried as held-for-sale assets. Winding up of the firm TTRM, Transferência e Triagem de Resíduos da Madeira ACE. Alteration of the Consolidation Method: Alteration of the consolidation method from the equity method to full consolidation of the following companies operating in the Engineering and Construction area: Grossiman, S.L. ( Grossiman )

146 146 PRESENTATION OF CONSOLIDATED FINANCIAL STATEMENTS Financial statements for the past 5 years The main headings of the Group s consolidated financial statements for the past 5 years are as follows: restated Sales and services rendered 2,176,072,110 2,004,550,902 1,978,732,739 1,868,731,191 1,401,899,756 EBITDA 295,957, ,293, ,268, ,336, ,495,314 EBIT 169,383, ,746, ,493, ,740, ,186,387 Financial profit / (loss) (79,714,093) (50,927,593) (47,835,971) (129,759,258) (107,453,070) Consolidated net profit / (loss) attributable to the group to Non-Controlling interests 37,646,285 32,406,014 9,946,801 9,204,245 10,206,823 to the Group 33,432,054 36,950,674 72,612,478 30,565,438 97,538, restated Assets Non-current 1,499,573,944 1,544,113,841 1,416,446,234 2,253,100,986 2,114,522,603 Non-current available for sale 86,340,429 67,807,496 29,043,672 29,043,672 Current 1,938,382,555 1,844,244,847 1,458,407,514 1,427,506,596 1,249,847,829 3,524,296,928 3,456,166,184 2,903,897,420 3,709,651,254 3,364,370,432 Liabilities Non-current 1,054,129,627 1,049,494, ,822,935 1,934,379,034 1,906,922,121 Current 2,055,342,715 1,925,942,042 1,632,263,747 1,433,955,137 1,095,720,799 3,109,472,342 2,975,436,285 2,511,086,682 3,368,334,171 3,002,642,920 Equity capital Attributable to the Group 312,991, ,707, ,609, ,021, ,347,369 Attributable to Non-controlling interests 101,832,978 69,022,557 50,201,624 52,295,170 46,380, ,824, ,729, ,810, ,317, ,727,512 3,524,296,928 3,456,166,184 2,903,897,420 3,709,651,254 3,364,370, Notes to the Consolidated Cash-flow Statement During the periods ended December 31, 2011 & 2010, the breakdown of amounts paid in respect of the acquisition of financial investments is as follows: Geo Vision Group 21,509,000 Idinsa 10,418,931 Other 2,151,013 1,515,241 2,151,013 33,443,172

147 02. CONSOLIDATED FINANCIAL INFORMATION 147 During the periods ended December 31, 2011 & 2010, the breakdown of amounts received associated with the sale of financial investments is as follows: Glintt 370,000 Jasz-Vasut 1,159,000 Other 1,193, ,692 1,193,229 2,021,692 The Group decided to classify under this heading two non-operational plots of land (belonging to the Environment & Services segment), the value of which will be recouped through its sale and not through ongoing use thereof. 38. Non-current assets held for sale Though it did not prove possible, in 2011, to undertake sale disposal, the parties (buyer and seller) still intend to carry out the transaction, which is merely awaiting some legal and administrative procedures. Additionally, given that the fair value of the land less the expected costs to be incurred with the sale is greater than its acquisition cost, the properties are carried at cost. At the end of 2011, a strategic choice, under a pooling of interests between the MOTA-ENGIL Group and the Leão Group, Suma sold its entire holding in Geo Vision in exchange for an increase of its holding in the Brazil Concessionária Rodovias do Tiete (CRT) highway concession from 40% to 50%. As at December 31, 2011, the operation was still pending approval of the lenders and of the concessor. The main subsequent events occurring in 2011 up to the date of approval of the consolidated financial statements are summarised in Chapter 10 of the Management report ( Relevant facts after the end of the fiscal year ), which had no effect on the attached financial statements. 39. Subsequent events These financial statements were approved by the Board of Directors of the Group on March 12, However, they are still pending approval by the Annual General Meeting, although the Group s Board of Directors is of the conviction that they will be approved without alteration. 40. Approval of the financial statements

148 148 PRESENTATION OF CONSOLIDATED FINANCIAL STATEMENTS 2011 Appendix A. Consolidated companies Investments in subsidiaries included in consolidated financial statements Investments in subsidiaries included in consolidated financial statements using the full consolidation method, their registered offices, the percentage of share capital held, their business, their constitution date, are as follows: Name Registered Office Holding percentage Business Incorporation Date Acquisition Date Company Parent Company and Related Activities Mota-Engil, SGPS, S.A., Sociedade Aberta ( Mota-Engil SGPS ) Portugal (Amarante) Holding Company 8/1/90 Largo do Paço Investimentos Turísticos e Imobiliários, Lda. ( Largo do Paço ) Portugal (Amarante) 100,00 Property Development 10/1/01 Through Mota-Engil SGPS 100,00 ME 3I, SGPS, S.A. ( ME 3I SGPS ) Portugal 61,20 Holding Company 10/1/11 Through Mota-Engil Indústria e Inovação (Linda-a-Velha) 61,20 MESP Central Europe Sp. z o. o. ( MESP Central Europe ) Poland 100,00 Administrative 12/1/09 Through Mota-Engil Serviços Partilhados (Krakow) 100,00 Services MESP Mota Engil, Serviços Partilhados, Administrativos e de Gestão, S.A. ( Mota-Engil Serviços Partilhados ) Portugal (Amarante) 100,00 Administrative Services 12/1/02 Through Mota-Engil SGPS 100,00 Mota-Engil Brasil Participações, Ltda. ( Mota-Engil Brasil ) Brasil 100,00 Holding Company 2/1/09 Through Mota-Engil SGPS (São Paulo) 100,00 Mota-Engil Energia, S.A. ( Mota-Engil Energia ) Portugal 100,00 Hydroelectricity 6/1/10 Through Mota-Engil SGPS (Linda-a-Velha) 100,00 generation Mota-Engil Indústria e Inovação, SGPS, S.A. ( Mota-Engil Indústria e Inovação ) Portugal (Linda-a-Velha) 100,00 Holding Company 11/1/10 Through Mota-Engil SGPS 100,00 RTA Rio Tâmega, Turismo e Recreio, S.A. ( RTA ) Portugal 100,00 Property & tourism Mai/1/00 Through Mota-Engil SGPS (Amarante) 100,00 SGA Sociedade de Golfe de Amarante, S.A. ( SGA ) Portugal 97,17 12/1/00 Through RTA (Amarante) 96,89 Golf and related activities Through Mota-Engil Engenharia 0,28 and their marketing Business Area Engineering & Construction Mota-Engil Engenharia e Construção, S.A. Building & purchase & ( Mota-Engil Engenharia ) Portugal 100,00 sale of properties 12/1/00 Through Mota-Engil SGPS (Amarante) 100,00 Aurimove Sociedade Imobiliária, S.A. ( Aurimove ) Portugal 100,00 Property Development 12/1/93 Through Mota-Engil Real Estate Portugal (Porto) 100,00 Bergamon, A.S. ( Bergamon ) Slovakia 100,00 Property Development 5/1/04 Through Mota-Engil Central Europe, SGPS (Bratislava) 100,00 Bicske Plaza Kft. ( Bicske Plaza ) Hungary 100,00 Property Development 1/30/08 Through Mota-Engil Central Europe, SGPS (Budapest) 100,00 Bohdalecká Project Development s.r.o. ( Bohdalecká ) Czech Republic 100,00 Property Development 9/1/07 Through Mota-Engil Central Europe, SGPS (Prague) 100,00 Calçadas do Douro Sociedade Imobiliária, Lda. ( Calçadas do Douro ) Portugal 100,00 Property Development 9/1/00 Through Mota-Engil Real Estate Portugal (Porto) 100,00 Carlos Augusto Pinto dos Santos & Filhos S.A. ( Capsfil ) Portugal 100,00 Gravel and Sand Quarrying 3/19/77 10/2/09 Through Mota-Engil Engenharia (Vila Flor) 100,00 Crushed Stone Cecot Centro de Estudos e Consultas Técnicas, Lda. ( Cecot ) Mozambique 100,00 Through Mota-Engil Engenharia (Maputo) 100,00 Civil Construction Design and Supervision 9/1/98 4/1/11

149 02. CONSOLIDATED FINANCIAL INFORMATION 149 Name Registered Office Holding percentage Business Incorporation Date Acquisition Date Companhia Portuguesa de Trabalhos Portuários e Construções, S.A. ( CPTP ) Portugal (Lisbon) 100,00 Through Mota-Engil Engenharia 100,00 Cosntruction and port works 7/1/02 Corgimobil - Empresa Imobiliária das Corgas, Lda. ( Corgimobil ) Portugal (Cascais) 97,25 Construction, studies and real-estate activities 11/11/00 Through Mota-Engil Engenharia 71,79 Through Mota-Engil Real Estate Portugal 25,46 Devonská Project Development A.S. ( Devonská ) Czech Republic 100,00 Property Development 12/1/06 Through Mota-Engil Central Europe Polónia (Prague) 100,00 Dmowskiego Project Development ( Dmowskiego ) Poland 100,00 Property Development 8/1/07 Through Mota-Engil Central Europe Polónia (Krakow) 100,00 Edifício Mota Viso Soc. Imobiliária, Lda. ( Mota Viso ) Portugal 100,00 Property Development 6/1/94 Through Mota-Engil Real Estate Portugal (Porto) 100,00 Edipainel Utilidades, Equipamentos e Investimentos Imobiliários, Lda. ( Edipainel ) Portugal (Porto) 100,00 Property Development 3/1/02 Through Mota-Engil Real Estate Portugal 70,00 Through Mota-Engil Engenharia 30,00 Eltor, S.A. ( Eltor ) Through Mota-Engil Central Europe Polónia Poland (Tczew) 100,00 100,00 Civil construction & public works Emocil Empresa Moçambicana de Construção Imobiliária ( Emocil ) 1/1/92 4/1/11 Mozambique (Maputo) 100,00 Property Development 7/1/94 Through Mota-Engil Engenharia 50,00 Through Indimo 50,00 Fatra - Fábrica de Trefilaria de Angola, S.A. ( Fatra ) Angola 35,70 Manufacture of 11/1/10 Through Mota-Engil Angola (Luanda) 35,70 iron-derivatives procduts Ferrovias e Construções, S.A. ( Ferrovias ) Portugal 100,00 Railway construction 4/1/88 9/1/94 Through Mota-Engil Engenharia (Linda-a-Velha) 100,00 & maintenance Fibreglass Sundlete (Moç), Lda. ( Fibreglass ) Mozambique 100,00 Manufacture 8/1/62 3/1/99 Through Mota-Engil Engenharia (Maputo) 100,00 of glass fibres Grossiman, S.L. ( Grossiman ) Spain 100,00 Special foundations 2/1/96 12/1/95 Through Mota-Engil Engenharia (Alcobendas) 100,00 Hungária Hotel Kft. Achat ( Hotel Achat Hungria ) Hungary 100,00 Property Development 6/1/08 Through Mota-Engil Central Europe, SGPS (Budapest) 100,00 Jeremiasova Project Development, s.r.o. ( Jeremiasova ) Czech Republic 100,00 Property Development 6/25/08 10/6/09 Through Mota-Engil Central Europe Polónia (Prague) 99,00 Through Mota-Engil Central Europe República Checa 1,00 Kilinskiego Project Development Sp. z.o.o. ( Kilinskiego ) Poland 100,00 Property Development 8/1/07 Through Mota-Engil Central Europe Polónia (Krakow) 100,00 Kilinskiego Property Investment Sp. z.o.o. ( Kilinskiego PI ) Poland 100,00 Property Development 9/1/11 Through Kilinskiego (Krakow) 99,99 Through Mota-Engil Central Europe Polónia 0,01 Kordylewskiego Project Development Sp. z o.o. ( Kordylewskiego ) Poland (Krakow) 100,00 Property Development 2/1/05 Through Mota-Engil Central Europe, SGPS 100,00 MEBR Engenheria, Consultoria e Participações ( MEBR ) Brasil 100,00 onstruction and public Through Mota-Engil Engenharia (São Paulo) 100,00 works 3/1/11 Mercado Urbano - Gestão Imobiliária, S.A. ( Mercado Urbano ) Portugal 75,00 Property Development 7/1/09 3/1/11 Through Mota-Engil Engenharia (Porto) 75,00 Metroepszolg, Zrt ( Metroepszolg ) Hungary 100,00 Public Works 12/1/00 Through Mota-Engil Magyarország (Budapest) 100,00 Mil e Sessenta Sociedade Imobiliária, Lda. ( Mil e Sessenta ) Through Mota-Engil Real Estate Portugal 100,00 Portugal (Porto) 100,00 Property Development 7/1/01

150 150 PRESENTATION OF CONSOLIDATED FINANCIAL STATEMENTS 2011 Name Registered Office Holding percentage Business Incorporation Date Acquisition Date M-Invest Bohdalec, A.S., v likvidaci ( M-Invest Bohdalec ) Czech Republic 100,00 Property Development 9/1/03 Through Mota-Engil Central Europe, SGPS (Prague) 100,00 M-Invest Devonska, s.r.o. ( M-Invest Devonska ) Czech Republic 100,00 Property Development 11/1/06 Through Mota-Engil Central Europe, SGPS (Prague) 100,00 M-Invest, sro ( M-Invest ) Czech Republic 100,00 Property Development 3/1/98 12/1/00 Through Mota-Engil Central Europe, SGPS (Prague) 100,00 MK Contractors, LLC ( MKC ) USA 100,00 Property Development 3/1/02 Through Mota-Engil Engenharia (Miami) 100,00 Mota Internacional Comércio e Consultadoria Económica, Lda. ( Mota Internacional ) Portugal (Funchal) 100,00 Trading and managing international holdings 9/1/97 12/1/98 Through Mota Engil África 100,00 Motadómus - Sociedade Imobiliária, Lda. ( Motadómus ) Portugal 100,00 Civil construction 1/21/97 1/1/01 Through Aurimove (Porto) 95,00 Through Mota-Engil Real Estate Portugal 5,00 Mota-Engil África, SGPS, S.A. ( Mota-Engil África ) Portugal 100,00 Holding Company 5/1/10 Through Mota-Engil Engenharia (Porto) 100,00 Mota-Engil Angola, S.A. ( Mota-Engil Angola ) Angola 51,00 Through Mota Internacional (Luanda) 51,00 Mota-Engil Betão e Pré-Fabricados, Sociedade Unipessoal, Lda. ( Mota-Engil Betão e Pré-Fabricados ) Portugal 100,00 Through Mota-Engil Engenharia (Porto Alto) 100,00 Mota-Engil Brand Management B.V. ( Mota-Engil Brand Management ) Netherlands (Amsterdam) 100,00 Through Mota-Engil Central Europe, SGPS 100,00 Mota-Engil, Brands Development Limited ( Mota-Engil Brands Development ) Ireland (Dublin) 100,00 Through Mota-Engil Central Europe, SGPS 100,00 Mota-Engil Central Europe, SGPS, S.A. ( Mota-Engil Central Europe SGPS ) Civil construction and public and private works 5/1/10 Manufacture and sale of concrete, cement and asphalt Management of brands and other intellectual property Promotion and development of brands and other intellectual property 7/1/96 12/1/09 12/1/09 Portugal (Porto) 100,00 Holding Company 12/1/02 Through Mota-Engil Engenharia 100,00 Mota-Engil Central Europe, S.A. ( Mota-Engil Central Europe Polónia ) Poland (Krakow) 100,00 Civil construction 2/1/53 3/1/99 Through Mota-Engil Central Europe, SGPS 77,88 Through Tabella 17,65 Through Mota-Engil Real Estate Management 4,47 Mota-Engil Central Europe Ceska Republika ( Mota-Engil Central Europe República Checa ) Czech Republic (Prague) 100,00 Through Mota-Engil Central Europe Polónia 100,00 Mota-Engil Central Europe Hungary Beruházási és Építőipari Kft. ( Mota-Engil Central Europe Hungria ) Hungary (Budapest) 100,00 Through Mota-Engil Central Europe Polónia 100,00 Mota-Engil Central Europe Romania S.R.L. ( Mota-Engil Central Europe Roménia ) Through Mota-Engil Central Europe Polónia 100,00 Mota-Engil Central Europe Slovenská Republika ( Mota-Engil Central Europe Slovakia ) Civil construction & public works 1/1/97 Civil construction & public works 2/1/08 Roménia (Bucareste) 100,00 Highway construction 7/1/09 Slovakia (Bratislava) 100,00 Construction works 8/1/04 Through Mota-Engil Central Europe Polónia 100,00 Mota-Engil Colômbia, S.A.S ( Mota-Engil Colômbia ) Colômbia 100,00 Civil construction 2/1/11 Through Mota-Engil Peru (Bogotá) 100,00 & public works Mota-Engil Investitii AV s.r.l. ( Mota-Engil Investitii ) Roménia 100,00 Property Development 9/1/07 Through Mota-Engil Central Europe, SGPS (Bucareste) 100,00

151 02. CONSOLIDATED FINANCIAL INFORMATION 151 Name Registered Office Holding percentage Mota-Engil Ireland Construction Limited ( Mota-Engil Irlanda ) Through Mota-Engil Engenharia 60,00 Business Incorporation Date Acquisition Date Ireland (Ballinasloe) 60,00 Civil construction 10/1/07 Mota-Engil Magyarország Zrt. ( Mota-Engil Hungary Public Works Magyarország ) (Budapest) 100,00 1/1/96 Through Mota-Engil Engenharia 100,00 Mota-Engil México, S.A. de C.V. ( Mota-Engil México ) México (Cidade 100,00 Construction 1/1/10 Through Mota-Engil Engenharia do México) 100,00 Mota-Engil Pavimentações, S.A. ( Mota-Engil Pavimentações ) Portugal (Amarante) 100,00 Construction 1/1/86 Through Mota-Engil Engenharia 100,00 Mota-Engil Peru, S.A. ( Mota-Engil Peru ) Peru (Lima) 100,00 Construction industry 9/1/86 6/1/98 Through Mota Internacional 99,90 and complementary Through Mota-Engil Engenharia 0,10 activities Mota-Engil Project 1 Kft. ( GOD ) Hungary 100,00 Public Works 10/1/05 Through Mota-Engil Real Estate Hungria (Budapest) 100,00 Mota-Engil Property Investments Sp. z o.o. ( Mota-Engil Property ) Poland (Krakow) 100,00 Property Development 9/1/07 Through Mota-Engil Central Europe, SGPS 100,00 Mota-Engil Real Estate Hungary Kft ( Mota-Engil Real Estate Hungria ) Hungary (Budapest) 100,00 Property Development 7/1/05 Through Mota-Engil Central Europe, SGPS 100,00 Mota-Engil Real Estate Management ( Mota-Engil Real Estate Management ) Poland (Krakow) 100,00 Property Development 6/1/05 Through Mota Engil Central Europe, SGPS 100,00 Mota-Engil Real Estate Portugal, S.A. ( Mota-Engil Real Estate Portugal ) Portugal (Porto) 100,00 Property Development 9/1/01 Through Mota-Engil Engenharia 100,00 Mota-Engil S.Tomé e Principe ( Mota-Engil S.Tomé ) S. Tomé e 100,00 Public Works and/or Civil 12/8/04 Through Mota Internacional Príncipe 95,00 Construction Contractor Through Mota-Engil Engenharia (S. Tomé) 5,00 Nortedómus, Lda. ( Nortedómus ) Portugal 100,00 Property Development 10/1/01 Through Mota Engil Engenharia (Lisbon) 100,00 Piastowska Project Development Sp. z o.o. ( Piastowska ) Poland 100,00 Construction works 4/1/06 Through Mota-Engil Central Europe, SGPS (Krakow) 100,00 Planinova Sociedade Imobiliária, S.A. ( Planinova ) Portugal 100,00 Property Development 12/1/00 Through Mota-Engil Real Estate Portugal (Porto) 100,00 Prefal Préfabricados de Luanda, Lda. ( Prefal ) Angola 45,90 Pre-stressed concrete 12/1/93 Through Mota-Engil Angola (Luanda) 45,90 manufacture Przedsiebiorstwo Robót Drogowo Mostowych w Lublinie Sp z o.o. ( PRD-M Lublin ) Poland (Lublin) 100,00 Highway construction 4/1/99 6/1/10 Through Mota-Engil Central Europe Polónia 100,00 Rentaco Equipamentos de Construção, Transportes, Combustíveis e Serviços, Sociedade Unipessoal, Lda. ( Rentaco ) Portugal (Porto Alto) 100,00 Rental of construction equipment 9/1/89 7/1/96 Through Mota-Engil Engenharia 100,00 Rentaco Angola ( Rentaco Angola ) Rental of construction Angola 51,00 equipment 1/1/08 Through Mota-Engil Angola (Luanda) 51,00 Sedengil Sociedade Imobiliária, Lda. ( Sedengil ) Portugal 100,00 Property Development 10/1/82 May 95 / May 97 Through Mota-Engil Engenharia (Matosinhos) 100,00 Steinerova Project Development A.S. ( Steinerova ) Czech Republic 100,00 Property Development 2/1/04

152 152 PRESENTATION OF CONSOLIDATED FINANCIAL STATEMENTS 2011 Name Registered Office Holding percentage Business Incorporation Date Acquisition Date Through Mota-Engil Central Europe Polónia (Prague) 100,00 Száz Invest Project Development Kft. ( Száz Invest ) Hungary 100,00 Property Development 8/1/11 Through Mota-Engil Central Europe, SGPS (Budapest) 100,00 Tabella Holding, BV ( Tabella ) Netherlands 100,00 Management 11/1/98 Through Mota-Engil Central Europe, SGPS (Amesterdão) 100,00 of holdings Tecnocarril Sociedade de Serviços Industriais e Ferroviários, Lda. ( Tecnocarril ) Portugal (Entroncamento) 100,00 Treatment of timber for railway use 1/1/94 9/1/94 Through Ferrovias 85,00 Through Mota-Engil Engenharia 15,00 Tetenyi Project Development Kft ( Tetenyi ) Hungary 100,00 Property Development 1/1/05 Through Mota-Engil Central Europe, SGPS (Budapest) 100,00 Tracevia Sinalização, Segurança e Gestão de Tráfego, Lda. ( Tracevia ) Portugal 100,00 Through Mota-Engil Engenharia (Sintra) 100,00 Tracevia Angola Sinalização, Segurança e Gestão de Tráfego, Lda. ( Tracevia Angola ) Angola (Luanda) 40,80 Through Mota-Engil Angola 40,80 Highway marking & traffic management 6/1/80 10/1/84 Highway Marking & Signs 9/1/07 Traversofer Industrie et Services Ferroviaires SARL ( Traversofer ) Algeria 50,00 Through Ferrovias (Algiers) 50,00 Railway construction & maintenance 12/1/07 Wilanow Project Development SP. z.o.o. ( Wilanow ) Poland 80,00 Property Development 6/1/07 Through Mota-Engil Central Europe Polónia (Krakow) 80,00 Wilenska Project Development Sp. z.o.o. ( Wilenska ) Poland 100,00 Property Development 1/1/05 Through Mota-Engil Central Europe, SGPS (Krakow) 100,00 Zöld-Project 2 Kft. ( GOD 2 ) Hungary 100,00 Public Works 6/1/08 Through Mota-Engil Central Europe, SGPS (Budapest) 100,00 Zsombor Utcai Kft. ( Zsombor ) Hungary 100,00 Property Development 6/20/07 Through Mota-Engil Central Europe, SGPS (Budapest) 100,00 Business Area Environment & Services Mota-Engil, Ambiente e Serviços, SGPS, S.A. ( Mota-Engil Ambiente e Serviços ) Portugal (Porto) 100,00 Holding Company 6/1/97 Through Mota-Engil SGPS 100,00 Akwangola, S.A. ( Akwangola ) Angola 43,74 Through Vista Water (Benguela) 43,74 Operation and management of water and sewage systems 12/1/10 Áreagolfe Gestão, Construção e Manutenção de Campos de Golf, S.A. ( Áreagolfe ) Through Vibeiras 66,67 Portugal (Torres Novas) 66,67 Golf courses 7/1/07 Aqualevel Gestão de Sistemas de informação, Soc. Unipessoal, Lda. ( Aqualevel ) Portugal (Covilhã) 50,06 Through Indaqua 50,06 Operation and management of water and sewage systems 5/1/09 Citrave Centro Integrado de Resíduos de Aveiro, S.A. ( Citrave ) Portugal 46,13 Through Suma (Lisbon) 44,90 Through Novaflex 0,62 Through Suma Esposende 0,62 Non-hazardous waste treatment and disposal 12/1/87 10/1/06 Correia & Correia, Lda. ( Correia & Correia ) Portugal 45,45 Collection & marketing 9/1/88 2/1/00 Through Enviroil (Sertã) 45,45 of used oil Ekosrodowisko Spólka z.o.o. ( Ekosrodowisko ) Poland 61,50 Solid urban waste 2/16/05 12/1/05 Through MES (Bytom) 61,50

153 02. CONSOLIDATED FINANCIAL INFORMATION 153 Name EMSA Empreendimentos e Exploração de Estacionamentos, S.A. ( EMSA ) Registered Office Holding percentage Portugal (Cascais) 100,00 Business Through Mota-Engil Ambiente e Serviços 100,00 Enviroil Resíduos e Energia, Lda. ( Enviroil ) Portugal 45,45 Non-metallic waste Through Suma (Torres Novas) 45,45 enhancement Enviroil II Reciclagem de Óleos Usados, Lda. ( Enviroil II ) Portugal 45,45 Through Enviroil (Torres Novas) 45,45 Incorporation Date Acquisition Date Design, construction, operation and management of car parks 12/1/00 11/1/97 Non-metallic waste enhancement 4/1/11 Glan Agua, Ltd ( Glanagua ) Ireland 70,00 Waste treatment, operation and management 1/24/08 Through MEIS (Ballinasloe) 70,00 of water systems GT - Investimentos Internacionais SGPS, SA ( GT SGPS ) Portugal 98,88 Holding Company 10/2/06 Through Tertir SGPS (Porto) 98,88 Immo Park, Sp. z.o.o. ( Immo Park ) Poland 59,00 Design, construction, 1/1/08 3/1/11 Through EMSA (Krakow) 51,00 operation and Através de Mota-Engil Central Europe Polónia 7,00 management of car parks Through Mota-Engil Engenharia 1,00 Indaqua Indústria e Gestão de Águas, S.A. ( Indaqua ) Portugal 50,06 Operation and 6/21/94 Through Mota-Engil Ambiente e Serviços (Matosinhos) 50,05 management of water Through MEAS II 0,01 and sewage systems Indaqua Fafe Gestão de Águas de Fafe, S.A. ( Indaqua Fafe ) Portugal (Fafe) 50,06 Through Indaqua 50,06 Indaqua Feira - Indústria de Águas de Santa Maria da Feira, S.A. ( Indaqua Feira ) Portugal (Sta. Maria da Feira) 50,06 Through Indaqua 49,06 Through Mota-Engil Engenharia 1,00 Indaqua Matosinhos - Gestão de Águas de Matosinhos, S.A. ( Indaqua Matosinhos ) Portugal (Matosinhos) 49,81 Through Indaqua 48,81 Through Mota-Engil Engenharia 1,00 Indaqua Santo Tirso Gestão de Águas de Santo Tirso, S.A. ( Indaqua Sto. Tirso ) Portugal (Santo Tirso) 50,06 Through Indaqua 50,06 Indaqua Vila do Conde - Gestão de Águas de Vila do Conde, S.A. ( Indaqua Conde ) Through Indaqua 49,06 Through Mota-Engil Engenharia 0,86 InvestAmbiente - Recolha de Resíduos e Gestão de Sistemas de Saneamento Básico, S.A. ( Investambiente ) Operation and management of water and sewage systems Operation and management of water and sewage systems Operation and management of water and sewage systems Operation and management of water and sewage systems 12/15/95 3/12/99 6/26/07 12/1/98 Portugal (Vila do Conde) 49,92 Water distribution 12/17/07 Portugal (Lisbon) 31,98 Non-hazardous waste collection 2/3/00 12/1/07 Through Novaflex 31,98 Liscont - Operadores de Contentores, S.A. ( Liscont ) Portugal (Lisbon) 82,01 Container operators 11/24/83 10/1/06 Through Tertir SGPS (Lisboa) 82,01 Lokemark - Soluções de Marketing ( Lokemark ) Portugal (Lisbon) 70,00 Other support and services activities 6/1/03 9/1/07 Through Mota-Engil Ambiente e Serviços (Setúbal) 70,00 Manvia - Manutenção e Exploração de Instalações e Construção, S.A. ( Manvia ) Portugal (Lisbon) 90,00 Through Mota Engil Ambiente e Serviços 90,00 Maintenance & operation of installations 7/4/94 6/1/98 Mota-Engil II, Gestão, Ambiente, Energia e Concessões de Serviços, S.A. ( MEAS II ) Portugal (Porto) 100,00 Project management 12/1/03

154 154 PRESENTATION OF CONSOLIDATED FINANCIAL STATEMENTS 2011 Name Registered Office Holding percentage Through Mota-Engil Ambiente e Serviços 100,00 Mota-Engil Ireland Services Ltd. ( MEIS ) Ireland (Ballisnasloe) 70,00 Through Mota-Engil Ambiente e Serviços 70,00 Business Waste treatment, operation and management of water systems Incorporation Date Acquisition Date 1/22/08 Mota-Engil Srodowisko, Sp. z.o.o. ( MES ) Poland 61,50 Solid urban waste 12/1/05 Through Suma (Krakow) 61,50 management Multiterminal Soc. De Estiva e Tráfego, S.A. ( Multiterminal ) Portugal 98,88 Terminal operation 5/4/79 10/1/06 Through Tertir (Lisboa) 98,88 Nova Beira Gestão de Resíduos, S.A. ( Nova Beira ) Portugal 30,85 Non-hazardous waste 12/1/07 Through Novaflex (Lisboa) 20,30 treatment and disposal Through Investambiente 10,55 Novaflex Técnicas do Ambiente, S.A. ( Novaflex ) Portugal 61,50 Other non-hazardous 12/1/07 Through Suma (Lisboa) 61,50 waste collection Proempar Promoção e Gestão de Parques Empresariais e Tecnológicos, S.A. ( Proempar ) Portugal (Porto) 52,00 Through Mota-Engil Ambiente e Serviços 26,00 Through Mota-Engil Engenharia 26,00 PTT Parque Tecnológico do Tâmega ( PTT ) Portugal 51,20 Through Proempar (Felgueiras) 31,20 Through Mota-Engil Ambiente e Serviços 10,00 Through Mota-Engil Engenharia 10,00 Promotion, operation and management of technological and industrial business parks Promotion and management of technoligcal business parks 10/2/06 12/1/06 Real Verde Técnicas de Ambiente, S.A. ( Real Verde ) Portugal 58,43 Non-hazardous waste treatment and disposal 12/1/07 Through Novaflex (Vila Real) 58,43 Resiges Gestão de Resíduos Hospitalares, Lda. ( Resiges ) Portugal 61,50 Hazardous waste collection 5/6/98 12/1/07 Through Novaflex (Setúbal) 61,50 Resilei Tratamento de Resíduos Industriais, Lda ( Resilei ) Portugal 30,75 Non-hazardous waste treatment and disposal 6/1/03 Through Suma (Leiria) 30,75 Rima Resíduos Industriais e Meio Ambiente, S.A. ( Rima ) Portugal 59,12 Treatment of industrial waste 8/14/01 Through Suma (Silvares) 59,12 Sealine Navegação e Afretamentos ( Sealine ) Portugal 60,14 Shipping agents 10/1/06 Through Socarpor SGPS (Aveiro) 50,54 Through Socarpor Aveiro 9,60 SIGA Serviço Integrado Gestão Ambiental ( Siga ) Portugal (S. Roque) 43,05 Non-hazardous waste treatment and disposal 10/27/08 Through Suma 43,05 Socarpor Soc. Cargas Port. (Aveiro), S.A. ( Socarpor Aveiro ) Through Socarpor SGPS 52,37 Through Tertir SGPS 11,61 Socarpor Soc. Gestora de Participações Sociais (Douro e Leixões), S.A. ( Socarpor SGPS ) Through Tertir SGPS 59,46 Sol-S Internacional, Tecnologias de Informação, S.A. ( Sol-S Internacional ) Portugal (Aveiro) 63,98 Port services 10/1/06 Portugal (Matosinhos) 59,46 Management of holdings 10/1/06 Portugal (Funchal) 61,50 Through Suma 61,50 Sonauta Sociedade de Navegação, Lda. ( Sonauta ) Angola 100,00 Shipping / excluding Through Mota Internacional (Luanda) 100,00 coastal shipping Sotagus Terminal de Contentores de Santa Apolónia, S.A. ( Sotagus ) Computer programming activities 6/1/00 11/16/94 Portugal (Lisbon) 98,88 Container terminals 10/1/06

155 02. CONSOLIDATED FINANCIAL INFORMATION 155 Name Registered Office Holding percentage Business Through Tertir SGPS 98,88 SRI Gestão de Resíduos, Lda ( SRI ) Portugal 45,45 Hazardous waste Through Correia & Correia (Sertã) 45,45 collection Incorporation Date Acquisition Date 7/27/08 Suma (Douro) Serviços Urbanos e Meio Ambiente, Lda. ( Suma Douro ) Portugal (Murça) 61,50 Through Suma 61,50 Suma (Esposende) Serviços Urbanos e Meio Ambiente, Lda. ( Suma Esposende ) Portugal (Esposende) 61,50 Through Suma 61,50 Suma (Matosinhos) Serviços Urbanos e Meio Ambiente, S.A. ( Suma Matosinhos ) Portugal (Matosinhos) 61,50 Through Suma 61,50 Urban refuse collection Urban refuse collection Urban refuse collection 7/27/ /6/99 12/1/00 Suma (Porto) Serviços Urbanos e Meio Ambiente, S.A. Urban refuse collection ( Suma Porto ) Portugal (Porto) 61,50 11/6/08 Through Suma 61,50 Suma Serviços Urbanos e Meio Ambiente, S.A. ( Suma ) Portugal 61,50 Urban refuse collection 6/1/94 Through Mota-Engil Ambiente e Serviços (Lisbon) 61,50 Takargo-Trasporte de Mercadorias, S.A. ( Takargo ) Portugal 99,21 Carriage of goods by rail 9/11/06 Through Tertir SGPS (Linda-a-Velha) 69,21 Through Ferrovias 30,00 TCL Terminal de Contentores de Leixões, S.A. ( TCL ) Portugal 54,50 Cargo Handling 1/31/96 Through Tertir SGPS (Matosinhos) 30,85 Through Socarpor SGPS 23,65 Terminais Portuários Euroandinos ( TPE Paita ) Peru 49,55 Terminal operation Through Tertir (Paita) 39,55 Through Mota-Engil Peru 10,00 Ternor Sociedade de Exploração de Terminais, S.A. ( Ternor ) Portugal 98,00 Unrefrigerated 2/15/74 10/1/06 Through Mota-Engil Ambiente e Serviços (Matosinhos) 94,16 warehousing Through Tertir 3,84 Tertir Concessões Portuárias, SGPS, S.A. ( Tertir SGPS ) Portugal 98,88 Holding Company 10/1/07 Through Tertir (Lisbon) 68,12 Through Multiterminal 30,76 Tertir Terminais de Portugal, S.A. ( Tertir ) Portugal 98,88 Terminal operation 10/1/06 Through Mota-Engil Ambiente e Serviços (Lisbon) 64,67 Through Ternor 32,07 Through Liscont 2,14 Transitex do Brasil Serviços e Logística, Ltda. ( Transitex Brasil ) Brasil (São Paulo) 84,04 Transport organisation 5/1/10 Through Transitex Espanha 83,20 Through Transitex Portugal 0,84 Transitex México, S.A. de C.V. ( Transitex México ) México (Cidade 84,04 Container operators 2/1/09 Through Transitex Espanha do México) 84,04 Transitex Moçambique, Lda ( Transitex Moçambique ) Mozambique 84,04 Transport 11/1/08 Through Transitex Portugal (Maputo) 79,84 organisation Through GT SGPS 4,20 Transitex Trânsitos de Extremadura, S.A. ( Transitex Portugal ) Portugal (Lisbon) 84,04 Through Transitex Espanha 84,04 Transitex Trânsitos de Extremadura, S.L. ( Transitex Espanha ) Spain (Badajoz) 84,04 Through Tertir SGPS 84,04 Transitos de Extremadura S.L. Transitex Lietuvos filialas ( Transitex Lituânia ) Spain (Badajoz) 84,04 Through Transitex Espanha 84,04 Container operators 5/1/08 Container operators 11/11/02 Urban refuse collection 4/1/08

156 156 PRESENTATION OF CONSOLIDATED FINANCIAL STATEMENTS 2011 Name Registered Office Holding percentage Tratofoz Sociedade de Tratamento de Resíduos, S.A. Portugal ( Tratofoz ) (Mallorca) 99,62 Through Mota-Engil Ambiente e Serviços 99,00 Through Suma 0,62 Triu Técnicas de Resíduos Industriais e Urbanos, S.A. ( Triu ) Portugal (Prior Velho) 61,50 Business Incorporation Date Acquisition Date Non-hazardous waste collection 10/1/02 Recolha de resíduos não perigosos 4/1/91 9/1/08 Through Suma 61,50 VBT Projectos e Obras de Arquitectura Paisagística, Lda ( VBT ) Angola (Luanda) 43,34 Garden planting and maintenance activities 9/1/08 Through Mota-Engil Ambiente e Serviços 10,00 Through Vibeiras 33,34 Vibeiras Sociedade Comercial de Plantas, S.A. ( Vibeiras ) Portugal 66,67 Garden planting and maintenance activities 7/1/88 10/1/98 Through Mota-Engil Ambiente e Serviços (Torres Novas) 66,67 Vista Waste Management, Lda ( Vista Waste ) Angola 50,64 Waste collection 12/1/09 Through Suma (Luanda) 30,14 Through Vista SA 20,50 Vista Water, Lda. ( Vista Water ) Angola 43,78 Operation and 5/1/09 Through Indaqua (Luanda) 22,53 management of water Through Vista SA 21,25 and sewage systems Investments in associates using equity method Group and associate companies included in the consolidation using the equity method, their registered offices and proportion of share capital held as at December 21, 2011, are as follows: Name Registered Office Effective percentage of holding Company - Parent Company and Related Activities HEPP - Hidroenergia de Penacova e Poiares, Lda. ( HEPP ) Portugal 50,00 Pentele-Alisca Autópálya - Uzemeleto Kft. ( Pentele-Alisca ) Hungary 45,00 Business Area - Engineering & Construction Asinter Comércio Internacional, Lda. ( Asinter ) Portugal 30,00 Auto Sueco Angola, S.A. ( Auto Sueco Angola ) Angola 25,50 Bay 6.3 Kft. ( Bay 6.3 ) Hungary 29,70 Bay Office Kft. ( Bay Office ) Hungary 29,70 Bay Park Kft. ( Bay Park ) Hungary 29,70 Bay Tower Kft. ( Bay Tower ) Hungary 29,70 Bay Wellness Kft. ( Bay Wellness ) Hungary 29,70 Berd - Projecto Investigação e Engenharia de Pontes, SA ( Berd ) Portugal 24,79 Cimertex & Companhia- Comércio Equip. e Ser. Técnicos, Lda.( Cimertex & Companhia ) Portugal 50,00 Cimertex Angola Sociedade de Máquinas e Equipamentos, Lda. ( Cimertex Angola ) Angola 50,00 Construcciones Crespo, SA ( Crespo ) Spain 50,00 Engber Kft. ( Engber ) Hungary 29,70 Icer Indústria de Cerâmica, Lda. ( Icer ) Angola 25,50 Mamaia Investments, SRL ( Mamaia ) Romania 24,00 M-Invest Slovakia Mierova, s.r.o. ( Mierova ) Slovakia 50,00 M-Invest Slovakia Trnavska, s.r.o. ( Trnavska ) Slovakia 50,00 Mota-Engil-Opway Mexicana, S.A. De C.V. ( Mota-Engil-Opway Mexicana ) Mexico 50,00

157 02. CONSOLIDATED FINANCIAL INFORMATION 157 Name Registered Office Effective percentage of holding Nádor Öböl Kft. ( Nádor Obol ) Hungary 29,70 Novicer-Cerâmicas de Angola, Lda. ( Novicer ) Angola 20,40 Öböl Invest Kft. ( Obol Invest ) Hungary 30,00 Öböl XI Kft. ( Obol XI ) Hungary 29,70 Probigalp Ligantes Betuminosos, S.A. ( Probigalp ) Portugal 40,00 Sampaio Kft. ( Sampaio ) Hungary 29,70 Soltysowska Project Development Sp. z o.o. ( Soltysowska ) Poland 34,00 Turalgo-Sociedade de Promoção Imobiliária e Turística do Algarve, S.A. ( Turalgo ) Portugal 51,00 Business Area Environment & Services Águas de S. João, E.M., S.A. ( Águas de S. João ) Portugal 24,53 Ambigere, S.A. ( Ambigere ) Portugal 30,75 Ambilital Investimentos Ambientais no Alentejo, EIM. ( Ambilital ) Portugal 30,14 Chinalog - Serviços Logísticos e Consultadoria, Lda. ( Chinalog ) Portugal 49,44 Citrup Centro Integrado de Resíduos, Lda. ( Citrup ) Portugal 18,45 Ecolezíria - Empresa Intermunicipal para o Tratamento de Resíduos Sólidos, E. I. M. ( Ecolezíria ) Portugal 15,07 Haçor, Conc. Edifício do hospital da ilha terceira, SA ( Haçor ) Portugal 40,00 HL - Sociedade Gestora do Edifício, S.A. ( HL - Sociedade Gestora do Edifício ) Portugal 50,00 Ibercargo Rail, S.A. ( Ibercargo ) Spain 49,61 Logz - Atlantic Hub, S.A. ( Logz ) Portugal 29,66 Manvia II Condutas, Lda. ( Manvia II Condutas ) Portugal 45,00 Operestiva - Empresa de Trabalho Portuário de Setúbal, Lda. ( Operestiva ) Portugal 29,66 Parquegil - Planeamento e Gestão de Estacionamento, S.A. ( Parquegil ) Portugal 50,00 Sadoport - Terminal Marítimo do Sado, S.A. ( Sadoport ) Portugal 49,44 SLPP - Serviços Logísticos de Portos Portugueses, S.A. ( SLPP ) Portugal 49,44 Sociedade de Terminais de Moçambique, Lda ( STM ) Mozambique 49,44 Tersado - Terminais Portuários do Sado, S.A. ( Tersado ) Portugal 24,72 Vista Energy Environment & Services ( Vista SA ) Angola 50,00 Vortal Comércio Electrónico, Consultadoria e Multimédia, S.A. ( Vortal ) Portugal 24,98 Ascendi Group Portugal 60,00 Martifer Group Portugal 37,50

158 IN EVERY AIM, SHARED ACHIEVEMENT. With the ambition of a leading Group in Portugal with increasing international presence, we work closely to conquer new sectors and markets of high potential that ensure the strength and sustainability of the business in the long term. We therefore seek to successfully tread the paths of the future. This is our strength.

159 03 Report on corporate governance practices

160 158 PRESENTATION OF CONSOLIDATED FINANCIAL STATEMENTS Statement of Compliance 0.1 This report complies with the draft set out in the annex of CMVM Regulation 1/2010, and has as its reference the 2010 Code of Corporate Governance published by the CMVM at its site Detailed indication of the recommendations included in the CMVM Code of Corporate Governance adopted and not adopted by Mota-Engil, SGPS, SA: Recommendation/ Chapter Compliance Report I. GENERAL MEETING I.1 THE BOARD OF THE GENERAL MEETING I.1.1 The chairman of the board of the general meeting shall be provided with the human and logistic support resources appropriate to its needs, taking the company s economic situation into account. I.1.2 The remuneration of the chairman of the board of the general meeting shall be disclosed in the company s annual corporate governance report. Complied I.1 Complied I.3 I.2 PARTICIPATION IN THE MEETING I.2.1 The period imposed for reception, by the board, of the declarations of deposit or blockage of shares to take part in general meetings must be no greater than five days. I.2.2 In the event of suspension of the general meeting the company shall not impose blockage during the whole period till the meeting is resumed, the ordinary period required ahead of the first session being sufficient. Not applicable I.4 Not applicable I.5 I.3 VOTE AND EXERCISE OF VOTING RIGHTS I.3.1 Companies shall not impose any statutory restriction on postal balloting and, where adopted and admissible, on electronic mail balloting. Complied I.9 & I.12 I.3.2 The statutory period in advance of the meeting for the reception of postal ballots shall be no more than 3 working days. Complied I.11 I.3.3 Companies shall ensure proportionality between voting rights and equityholder participation, preferably through a statutory requirement of one vote corresponding to each share. Companies doe not comply with proportionality that, in particular: have shares that do not grant voting rights; ii) establish that voting rights above a certain number are not counted when cast by a singly equityholder or by one related with that equity.holder Complied I.6 I.4 QUORUM FOR RESOLUTIONS I.4.1 Companies shall not fix a quorum for resolutions greater than provided for by law. Not complied 0.4 & I.8 I.5 MINUTES OF MEETINGS AND INFORMATION OF RESOLUTIONS ADOPTED I.5.1 Excerpts of minutes of the general meeting or documents of equivalent content shall be provided to equityholders via the company s Internet site within five days, even if they do not constitute privileged information. The information divulged shall cover the resolutions adopted, the equity capital represented and the results of the vote. This information shall be kept on the company s Internet site during at least three years. Complied I.13 & I.14 I.6 MEASURES RELATING TO COMPANY CONTROL I.6.1 Measures adopted with a view to preventing the success of take-over bids shall have regard for the interests of the company and of its equityholders. The articles of association of companies that, having due regard for this principle, stipulate a limitation of the number of votes that may be held or exercised by a single equityholder, severally or in concert with other equityholders, shall also stipulate that, at least every five years, the continuation or otherwise of such a statutory provision shall be submitted to resolution by the general meeting with no requirement for a quorum greater than that stipulated by law and that in such a resolution all votes cast shall be counted without subjection to such limitation. I.6.2 Defensive measures shall not be adopted the effect of which is to provoke automatically a serious erosion of the company s assets in the event of transition of control or alterations to the composition of the management body, therefore hindering the free transmissibility of shares and the free appraisal by equityholders of the performance of the members of the management body Complied I.19 Complied I.20

161 03. REPORT ON CORPORATE GOVERNANCE PRACTICES 159 Recommendation/ Chapter Compliance Report II. MANAGEMENT AND SUPERVISORY BODIES II.1.1 GENERAL MATTERS STRUCTURE AND COMPETENCE II In its governance report the management body shall assess the model adopted, identifying any constraints to its working and proposing measures that, in its judgement, will be appropriate in overcoming them. II Companies shall create internal control and risk management systems to safeguard their value and in benefit of the transparency of their corporate governance, which will allow the risk to be determined and managed. These systems shall include at least the following components: i) fixing the company s strategic objectives in the matter of risk-assumption; ii) determination of the main risks linked to the specific business carried on and of events capable of originating risks; iii) analysis and measurement of the impact and probability of occurrence of each potential risk; management of the risk with a view to alignment of the risks actually incurred with the company s strategic option as to risk-assumption; v) mechanisms to control the execution of the risk-management measures adopted and their efficacy; vi) adoption of in-house information and communication mechanisms on the diverse components of the system and on risk warnings; vii) periodic assessment of the system implemented and adoption of those measures seen to be necessary. II The management body shall ensure the creation and working of the internal-control and risk-management systems, the supervisory body being charged with assessment of the working of these systems and proposing their adjustment to the company s needs. II In their annual corporate governance reports companies shall: i) determine the main economic, financial and legal risks to which the company is exposed in carrying on its business; ii) describe the working and efficacy of the riskmanagement system. II Management and supervisory bodies shall have working regulations that shall be divulged via the company s Internet site. II.1.2 GENERAL MATTERS INCOMPATIBILITIES AND INDEPENDENCE II The board of directors shall include a number of non-executive members to ensure effective supervisory, inspection and activity-evaluation capabilities in respect of the executive members. Complied Not complied Complied Complied Not complied Complied II.3 0.4, II.5, II.6 & II.9 II.6 II.5 & II & II.7 II.14 II Non-executive directors shall include an adequate number of independent directors, taking into account the size of the company and its equityholder structure, though not less than one fourth of the total number of directors. II Assessment of the independence of its non-executive members performed by the management body shall take into account the legal rules and regulations in force on the requirements of independence and the incompatibilities mechanism applicable to the members of other corporate offices, ensuring systematic coherence in the application over time of the criteria of independence to the entire company. A director shall cannot be considered independent if, in another corporate office, he cannot be so considered by virtue of the applicable rules. II.1.3 GENERAL MATTERS ELIGIBILITY AND APPOINTMENT II Depending on the applicable mode, the chairman of the board of auditors, of the audit committee or of the financial affairs committee shall be independent and shall have the competences required for the exercise of the respective duties. II The selection process of candidates for non-executive directorship shall be so conceived as to prevent interference by executive directors. II.1.4 GENERAL MATTERS IRREGULARITIES COMMUNICATION POLICY II The company shall adopt a policy of communication of irregularities allegedly occurring within the company, with the following elements: i) indication of the means whereby communication of irregular practices may be undertaken internally, including the persons entitled to receive such communications; ii) indication of the treatment to be given to the communications, including confidential treatment if so required by the declarer. Not complied Complied Complied Not complied Complied 0.4 & II.14 II.15 II & II.I6 II.35 II The general lines of this policy shall be divulged in the report on corporate governance. Complied II.35

162 160 PRESENTATION OF CONSOLIDATED FINANCIAL STATEMENTS 2011 Recommendation/ Chapter Compliance Report II.1.5 GENERAL MATTERS REMUNERATION II Remuneration of the members of the management body shall be so structured as to allow the alignment of their interests with the long-term interests of the company, shall be based on performance assessment and shall discourage excessive assumption of risks. For the purpose remuneration shall be structured, in particular in the following manner: (i) remuneration of directors performing executive duties shall include a variable component determined on the basis of an evaluation of performance by the company s proper bodies, in accordance with measurable, pre-determined criteria that take into account the company s real growth and the wealth actually created for the equityholders, its long-term sustainability and compliance with the rules applicable to the company s business; (ii) the variable component of the remuneration shall be generally reasonable in relation to the fixed component of the remuneration and maximum limits shall be fixed for all components; (iii)a significant part of the variable remuneration shall be deferred for a period of no less than three years and its payment shall depend on the continuity of the good performance of the company over that period; (iv) members of the management body shall not close contracts either with the company or with third parties, the effect of which is to mitigate the risk inherent in the variability of the remuneration fixed for them by the company. (v) until the end of their tenure executive directors shall maintain any shares that they have accessed by virtue of variable-remuneration schemes, up to a limit of twice their total annual remuneration, with the exception of those that need to be sold to pay taxes resulting from the benefit of these same shares; (vi) where the variable remuneration includes the attribution of options, the start of the exercise period shall be deferred for a period no less than three years. (vii) adequate legal instruments shall be established so that the compensation determined for any form of dismissal without due causes of a director is not paid if the dismissal or termination by agreement is dues to the inadequate performance of such a director. (viii) the remuneration of the non-executive members of the management body shall include no component the amount of which is dependent on the performance or value of the company. II The statement on the policy of remuneration of the management and supervisory bodies, to which Article 2 of Act 28/2009 of June 19 refers, shall, besides the content referred to therein, contain sufficient information: i) about which groups of companies whose remuneration policy and practices were used as an element of comparison in fixing remuneration; ii) on payments relating to dismissal or termination by agreement of directors duties. II The statement on remuneration policy to which Article 2 of Act 28/2009 refers shall also cover the remuneration of managers in the acceptation of Article 248-B.3 of the Securities Code whose remuneration contains a major variable component. The statement shall be detailed and the policy presented shall take into account, in particular, the long-term performance of the company, compliance with the rules applicable to the business and containment in risk-taking. Not complied Complied Not compliede 0.4, II.31, II.32 & II.33 II & II.29 II The proposal relating to the approval of stock-option plans, share allocation plans, and/or options to acquire shares on the basis of variations of the price of the shares, to be granted to members of the management and supervisory bodies and to other managers, in the sense of Article 248-B.3 of the Securities Code, shall be submitted to the general meeting. The proposal shall contain all the elements required for the proper appraisal of the plan. The proposal shall be accompanied by the plan s regulations or, if they have has not yet been drawn up, by the general conditions applicable to it. Likewise, the general meeting shall approve the main characteristics of the retirement benefits programme for the members of the management and supervisory bodies or other managers in the acceptation of Article 248-B.3 of the Securities Code. Not applicable II At least one member of the remuneration committee shall attend annual general meetings. Complied I.15 II The amount of remuneration received at other group companies, as well as pension rights acquired during the period under review, shall be divulged in the annual report on corporate governance on an aggregate and individual basis. II.2 BOARD OF DIRECTORS II.2.1 Within the limits established by law for each management and supervisory body, unless by virtue of the small size of the company, the board of directors shall delegate the day-to-day running of the company, the delegated responsibilities to be detailed in the company s annual report on the governance of the company. II.2.2 The board of directors shall ensure that the company acts in a manner consistent with its objectives, and shall not delegate its responsibilities particularly with regard to: i) defining the company s strategy and general policies; ii) defining the corporate structure of the group; and iii) decisions that must be considered strategic owing to the amount, risk or special characteristics involved. Complied Complied Complied II.31 II.3 II.3

163 03. REPORT ON CORPORATE GOVERNANCE PRACTICES 161 Recommendation/ Chapter Compliance Report II.2.3 Should the chairman of the board of directors perform executive duties, the board of directors shall determine efficient measures to co-ordinate the work of the non-executive members that will, in particular, ensure they are free to decide in an independent, knowledgeable manner, and such mechanisms shall be explained in detail to the equityholders within the scope of the report on the governance of the company. Not applicable II.2.4 The annual management report shall include a description of the activity carried out by the non-executive directors, detailing, in particular, any constraints encountered. II.2.5 The company shall explain its rotation policy in respect the responsibilities of the members of the board of directors, particularly the member responsible for financial matters, and shall provide information thereon in the annual report on corporate governance. II.3 MANAGING DIRECTOR, EXECUTIVE COMMITTEE AND EXECUTIVE BOARD OF DIRECTORS II.3.1 When so requested by other corporate officers, directors performing executive duties shall provide, adequately and in a timely manner, such information as may be requested of them. II.3.2 The chairman of the executive committee shall sent to the chairman of the board of directors and, as applicable, to the chairman of the board of auditors or of the audit committee, notice of meetings and minutes thereof. Complied Not complied Complied Complied II.3 0.4, II.3 & II.11 II.3 II.3 & II.13 II.3.3 The chairman of the executive board of directors shall send to the chairman of the general and supervisory board and to the chairman of the financial matters committee notice of meetings and minutes thereof. Not applicable II.4 GENERAL AND SUPERVISORY BOARD, FINANCIAL MATTERS COMMITTEE, AUDIT COMMITTEE AND BOARD OF AUDITORS II.4.1 In addition to fulfilment of the inspection duties with which it is charged, the general and supervisory board shall perform a role of counselling, monitoring and ongoing assessment of the management of the company by the executive board of directors. The matters on which the general and supervisory board shall express its opinion include: i) definition of the company s strategy and general policies; ii) the group s corporate structure; and iii) decisions that must be considered strategic owing to their amount, risk or special characteristics. Not applicable II.4.2 The annual reports on the activity of the general and supervisory board, the financial matters committee, the board of auditors and the audit committee shall be divulged via the company s Internet site in conjunction with the financial statements. II.4.3 The annual reports on the activity of the general and supervisory board, the financial matters committee, the audit committee and the board of auditors shall include a description of the auditing activity performed, stating in particular any constraints encountered. II.4.4 Depending on the model applicable, the general and supervisory board, the audit committee and the board of auditors shall represent the company, for all purposes, before the external auditor and they are charged in particular with proposing the provider of these services and the respective remuneration, with ensuring that, within the company, there are adequate conditions for the provision of the services, and with being the company s interlocutor and first addressee of the respective reports. II.4.5 Depending on the model applicable, the general and supervisory board, the audit committee and the board of auditors shall each year assess the external auditor and propose the dismissal thereof to the general meeting in the event of due cause. II.4.6 The internal audit services and those that ensure compliance with the rules applied to the company (compliance services) shall report functionally to the audit committee, the general and supervisory board or, in the case of companies that adopt the Latin model, an independent director or board of auditors, regardless of the hierarchic relationship between such services and the company s executive management. II.5 SPECIALISED COMMITTEES II.5.1 Save for reasons to do with the small size of the company, the board of directors and the general and supervisory board, depending on the model adopted, shall create such committees as may be seen to be necessary to: i) ensure competent, independent assessment of the performance of the executive directors and to assess its own overall performance as well as that of the various existing committees; ii) reflect on the governance system adopted, verifying its efficacy and proposing to the proper bodies those measures to be implemented with a view to their improvement; and iii) ensure timely identification of potential candidates having the necessary profile to perform the duties of a director. II.5.2 The members of the remuneration committee or similar body shall be independent with regard to the members of the management body and shall include at least one member having knowledge of and experience in remuneration-policy matters. Complied Complied Complied Complied Not complied Not complied Not complied II.4 & II.21 II.4 & II.21 II.24 & III.17 II & II e II & II.3, II.38 & II.39

164 162 PRESENTATION OF CONSOLIDATED FINANCIAL STATEMENTS 2011 Recommendation/ Chapter Compliance Report II.5.3 No natural or corporate person shall be hired to support the remuneration committee in the performance of its duties that provides or has provided, during the previous three years, services to any structure dependent on the board of directors, on the company s board of directors itself or has a present relationship as a consultant of the company. This recommendation is likewise applicable to any natural or corporate person that has a relationship with the foregoing through an employment or provision-of-service contract. Complied II.39 II.5.4 All committees shall write up minutes of meetings held. Complied II.3 III. INFORMATION AND AUDIT III.1 GENERAL DUTIES OF INFORMATION III.1.1 Companies shall ensure that there is permanent contact with the market, having regard for the principle of equal treatment of equityholders and preventing asymmetries in access to information by investors. To this end the company shall have an investor support office. Complied III.16 III.1.2 The following information available on the company s Internet site shall be divulged in English: a) the name, the standing as a public limited company, the registered office and the other elements listed in Article 171 of the Companies Code; b) the memorandum and articles of association; c) the identity of the corporate officers and of the market relations representative; d) the Investor Support Office, its duties and means of access; e) the financial statements; f) half-yearly calendar of corporate events; g) proposals submitted for discussion and voting at general meetings; and h) notices of general meetings. Complied III.1.3 Companies shall promote rotation of the auditor at the end of two or three terms of office, depending on whether the term is of four or three years. Grounds shall be provided for their continuation beyond this period in a specific opinion issued by the supervisory body, expressly weighing the auditor s conditions of independence and the advantages and costs of his replacement. Complied III.18 III.1.4 The external auditor shall, within the scope of its responsibilities, verify the application of the remuneration policies and systems and the efficacy and working of the internal-control mechanisms, and shall report any deficiencies to the company s supervisory body. Complied III.1.5 The company shall not hire the external auditor or any entity in a participating relationship with it or that is part of the same network, to perform services other that auditing services. If there are reasons to hire such services - which must be approved by the supervisory body and explained in its annual report on Corporate Governance they must not exceed more than 30% of the total value of services provided to the company. IV. CONFLICTS OF INTERESTS IV.1 RELATIONS WITH EQUITYHOLDERS IV.1.1 The company s business with equityholders having a qualified holding or with entities with which they are in any relationship pursuant to Article 20 of the Securities Code, shall be conducted at arm s length. IV.1.2 Business of significant importance with equityholders with a qualified holding or with entities with which they are in any relationship pursuant to Article 20 of the Securities Code, shall be subject to the prior opinion of the supervisory body. The procedures and criteria required to define the relevant level of significance of such deals and the other conditions shall be established by the supervisory body. Not complied Complied Not complied 0.4 & III.17 III.11 & III & III.13

165 03. REPORT ON CORPORATE GOVERNANCE PRACTICES Overall assessment of the degree of adoption of groups of recommendations interrelated by their theme. Mota-Engil considers that, although it does not comply fully with the CMVM recommendations, as fully justified in the following chapters, the degree of their adoption is quite ample and complete. 0.4 Explanation of discrepancies between the company s governance practices and the CMVM recommendations: I.4.1 Companies shall not fix a quorum for resolutions greater than provided for by law. The Mota-Engil articles of association stipulate that for the general meeting to meet and adopt resolutions on first call equityholders must be present or represented who hold at least half of the issued capital. Since Article 383 of the Companies Code is less restrictive, this recommendation is not complied with. Mota-Engil believes that this is the model that best protects corporate interests. II Companies shall create internal control and risk management systems to safeguard their value and in benefit of the transparency of their corporate governance, which will allow the risk to be determined and managed. These systems shall include at least the following components: i) fixing the company s strategic objectives in the matter of risk-assumption; ii) determination of the main risks linked to the specific business carried on and of events capable of originating risks; iii) analysis and measurement of the impact and probability of occurrence of each potential risk; management of the risk with a view to alignment of the risks actually incurred with the company s strategic option as to risk-assumption; v) mechanisms to control the execution of the risk-management measures adopted and their efficacy; vi) adoption of in-house information and communication mechanisms on the diverse components of the system and on risk warnings; vii) periodic assessment of the system implemented and adoption of those measures seen to be necessary. The current model of risk management and internal control of Mota-Engil still does not allow fully addresses the requirements of Recommendation II , particularly with regard to analysis and measurement of impact and likelihood of each of the potential risks. This notwithstanding, the Board of Directors and the Board of Auditors recognise the importance that the risk-management and internal-control systems have for the organisation, and they therefore endeavour to promote human and technological conditions able to prove a control environment proportionate and adequate to the risks of the business. In this connection, and for best practices to be adopted in this area, the current model of internal control and risk management of the MOTA-ENGIL GROUP is undergoing revision. II Management and supervisory bodies shall have working regulations that shall be divulged via the company s Internet site. The Mota-Engil, SGPS, SA, management and supervisory bodies have in-house working regulations, though they are not published on the Company s Internet site and are not available for consultation. Mota-Engil believes that the regulations go beyond aspects of the mere working of the bodies and contain confidential information, for which reason they are not available to the public.

166 164 PRESENTATION OF CONSOLIDATED FINANCIAL STATEMENTS 2011 II Non-executive directors shall include an adequate number of independent directors, taking into account the size of the company and its equityholder structure, though not less than one fourth of the total number of directors. Of the eight non-executive members of the Mota-Engil, SGPS, SA, Board of Directors only three are qualified as independent directors, and these account for 20% of the total number of members of the management body. Although this recommendation is not complied with, Mota-Engil, taking into account the size of the company and its equityholder structure, considers that the number of independent directors is adequate. II The selection process of candidates for non-executive directorship shall be so conceived as to prevent interference by executive directors. Taking the company s size and its equityholder structure into account there is no need for a formal process of selection of candidates for non-executive directorship. Candidates for non-executive directorships are elected by the General Meeting. At the elective general meetings that have been held, the names included in the lists for election of corporate officers, particularly with regard to the management body and its non-executive members, have been proposed by the equityholders constituting the signatories thereof, and the executive directors do not take part in the selection process. II Remuneration of the members of the management body shall be so structured as to allow the alignment of their interests with those of the company. The recommendation is not complied with insofar as the following indents are concerned. Notwithstanding this non-compliance, Mota-Engil considers that the objective of alignment of the interests of the members of the management body with those of the Company have not been called into question. (iii) a significant part of the variable remuneration shall be deferred for a period of no less than three years and its payment shall depend on the continuity of the good performance of the company over that period. Although there is no deferral of the payment of the said variable remuneration and the Remuneration Committee seeks to so structure the remuneration of the members of the management body as to allowed continuation of the good performance of the company in the long term. (iv) members of the management body shall not close contracts either with the company or with third parties, the effect of which is to mitigate the risk inherent in the variability of the remuneration fixed for them by the company. There is no mechanism preventing the executive directors from closing contracts calling into question the reason for the variable remuneration. Nevertheless, the Remuneration Committee always takes this factor into consideration in the criteria used to determine the variable remuneration (viii) the remuneration of the non-executive members of the management body shall include no component the amount of which is dependent on the performance or value of the company. The remuneration of non-executive directors includes variable components. Mota-Engil s understanding is that, besides rewarding the long-term strategy undertaken by the entire Board of Directors, including the non-executive directors, this does not misrepresent their non-executive function.

167 03. REPORT ON CORPORATE GOVERNANCE PRACTICES 165 II The statement on remuneration policy to which Article 2 of Act 28/2009 refers shall also cover the remuneration of managers in the acceptation of Article 248-B.3 of the Securities Code whose remuneration contains a major variable component. The declaration shall be detailed and the policy presented shall take into account, in particular, the long-term performance of the company, compliance with the rules applicable to the business and containment in risk-taking. Although the policy statement on remuneration presented at the General Meeting had not covered management salaries, this report amply addresses the said policy in respect of management (see section II.29). II.2.5 The company shall explain its rotation policy in respect of the responsibilities of the members of the board of directors, particularly the member responsible for financial matters, and shall provide information thereon in the annual report on corporate governance. There is no rotation policy for the Posts of the members of the Board of Directors (Executive Committee), in particular for the director responsible for financial matters. Mota-Engil s understanding is that a rigid, abstract job-rotation policy would not serve its best interests. Therefore, the posts are decided and assigned by the Executive Committee at the start of the term of office in keeping with the capabilities, qualifications and professional experience of each member, it is not believed that all directors are able to perform every function with the same capabilities and performance. II.4.6 The internal audit services and those that ensure compliance with the rules applied to the company (compliance services) shall report functionally to the audit committee, the general and supervisory board or, in the case of companies that adopt the Latin model, an independent director or board of auditors, regardless of the hierarchic relationship between such services and the company s executive management The internal audit services (Audit & Risk Office) report functionally to the Investment, Audit and Risk Committee. This committee normally comprises three permanent members (a non-executive director, the chair, an independent non-executive director and the CFO). Although it does not report functionally to an independent director or to the Board of Auditors, it is considered that the independence of this office in respect of the executive committee is ensured. II.5.1 Save for reasons to do with the small size of the company, the board of directors and the general and supervisory board, depending on the model adopted, shall create such committees as may be seen to be necessary to: i) ensure competent, independent assessment of the performance of the executive directors and to assess its own overall performance as well as that of the various existing committees; ii) reflect on the governance system adopted, verifying its efficacy and proposing to the proper bodies those measures to be implemented with a view to their improvement; and iii) ensure timely identification of potential candidates having the necessary profile to perform the duties of a director. The recommended committees were not set not set up as it was not deemed necessary.

168 166 PRESENTATION OF CONSOLIDATED FINANCIAL STATEMENTS 2011 II.5.2 The members of the remuneration committee or similar body shall be independent with regard to the members of the management body and shall include at least one member having knowledge of and experience in remuneration-policy matters. António Manuel Queirós Vasconcelos da Mota (chairman and non-executive member of the Board of Directors) and Maria Teresa Queirós Vasconcelos Mota Neves da Costa (non-executive member of the board of directors ) are members of the Remuneration Committee, having been elected to the position by the General meeting at the proposal of the majority equityholder Mota Gestão e Participações, SGPS, SA. Their participation in the Remuneration Committee corresponds solely to representation of the equityholder s interest, and they intervene in this capacity and not in that of members of the management body. To ensure their independence in the performance of these duties, these members do not take party in any discussion of adoption of resolutions in which their is or could be a conflict of interests, particularly with regard to fixing their own remuneration as members of the management body. It is considered that, as a result of their curricula and professional careers (detailed in point II.18), the three members of the Remuneration Committee have knowledge and experience in the matter of remuneration policy. Additionally, as and where necessary, the Remuneration Committee is helped by in-house or external specialists to support their decisions in the matter of the remuneration policy. III.1.5 The company shall not hire the external auditor or any entity in a participating relationship with it or that is part of the same network, to perform services other that auditing services. If there are reasons to hire such services - which must be approved by the supervisory body and explained in its annual report on Corporate Governance they must not exceed more than 30% of the total value of services provided to the company. Even had the external auditor been hired to provide services other than auditing, of a value greater than 30% of the total value of the services provided to the company, as seen in point III.17 of this report, Mota-Engil believes that, in view of the existing mechanisms, its independence is ensured. IV.1.2 Company deals of significant importance between equityholders with a qualified holding or with entities linked with them, under the Article 20 of the Securities Code, shall be subject to the prior opinion of the supervisory body. This body shall establish the procedures and criteria required to define the relevant level of significance of such deals and the other terms of its intervention. Deals between the company and owners of qualified holdings or entities in any relationship therewith are appraised solely by the Executive Committee, on the basis of analysis and technical opinions issued by the Investment, Audit and Risk Committee (specialised committee). No procedures or criteria have been established in respect of intervention by the supervisory body. It should be mentioned, however, that transactions between directors of Mota-Engil, or with companies in a controlling or group relationship with the one of which the contracting party is a director, regardless of their value, are subject to the prior authorisation of the relevant Board of Directors and to the favourable opinion of the respective supervisory body, under Article 397 of the Companies Code.

169 03. REPORT ON CORPORATE GOVERNANCE PRACTICES 167 I.1 Identification of the members of the Board of the General Meeting I. General Meeting Chairman: Luís Neiva Santos Secretary: Rodrigo Neiva Santos The human and logistic resources appropriate to the needs of the chairman of the board of the General Meeting are provided, particularly through the support given by the services of the Mota-Engil, SGPS, SA, Legal Office. This support is deemed adequate to the company s size and economic situation. Minutes of General Meetings are available on the company s Internet site, as are the attendance lists, the agendas and the resolutions adopted in respect of the meetings held during the past three years. I.2 Indication of the beginning and end of the respective terms of office The start and end dates of the members of the Board of the General Meeting are 2010 and 2013 respectively. I.3 Indication of the remuneration of the chairman of the board of the general meeting During 2011, the Chairman of the Board of the General Meeting earned 4,500. I.4 Indication of the period during which shares are deposited or blocked in order to take part in a general meeting As a result of the publication of Decree-Law 49/2010 of May 19, this recommendation is no longer applicable. I.5 Indication of the rules applicable to the blockage of shares in the event of suspension of the general meeting As a result of the publication of Decree-Law 49/2010 of May 19, this recommendation is no longer applicable. I.6 Number of shares corresponding to one vote In accordance with the Mota-Engil articles of association, each share corresponds to one vote, thus ensuring the necessary proportionality between holding equity capital and voting right. I.7 Indication of the bye-law rules that provide for shares that do not grant voting rights or establish that voting rights above a certain number are not counted when cast by a single equityholder or equityholders related with that equityholder Although the Mota-Engil articles of association allow the Company to issue non-voting preference shares, this category of shares does not exist at this time.

170 168 PRESENTATION OF CONSOLIDATED FINANCIAL STATEMENTS 2011 I.8 Existence of statutory rules on the exercise of voting rights, on the quorum required to hold meetings and adopt resolutions or adopt resolutions, or on systems to detach patrimonial rights In accordance with Article 23 of the company s articles of association, for the General Meeting to be held and to adopt resolutions on first call, equityholders must be present or represented holding shares corresponding to more than 50% of the equity capital. I.9 Existence of statutory rules on the exercise of voting rights by correspondence The rules on the exercise of voting rights by correspondence are stipulated in Article 22 of the company s articles of association. In accordance with this article, equityholders may vote by correspondence in respect of each and every matter, there being not restriction in this connection. I.10 Provision of a form for the exercise of voting rights by correspondence The Company has a form for the exercise of voting rights by correspondence. This form may be obtained from the Capital Market Relations Division (João Vermelho [email protected]). I.11 Requirement as to the period between reception of the postal ballot and the date on which the general meeting is held Postal ballots shall be considered only if received at the Company s registered office at least three days before the date of the general meeting. I.12 Exercise of voting rights using electronic means Exercise of voting rights using electronic means is not yet possible. To date the Company has received no request for or expression of interest in the provision of these means from equityholders or investors. I.13 Ability of equityholders to access excerpts of the minutes of general meetings on the company s Internet site during a period of five days after the general meeting The Company s equityholders are able to access via the Internet site ( excerpts of the minutes of general meetings, which are divulged within 5 days of the meeting. I.14 Existence of an historic record, on the company s Internet Site, of the resolutions adopted at the company s general meetings, the equity capital represented and the results of the balloting in respect of the preceding 3 years. Via its Internet site ( the Company provides information on resolutions adopted at the Company s general meetings in respect of the past three years, as well as on the equity capital represented and on the balloting results.

171 03. REPORT ON CORPORATE GOVERNANCE PRACTICES 169 I.15 Indication of the representatives of the remuneration committee present at general meetings. The remuneration committee has been represented by all its members at the annual general meetings. I.16 Information on the intervention of the general meeting in respect of the company s remuneration policy and of the assessment of the performance of the members of the management body The General Meeting is charged with appointing a Remuneration Committee, which will define a remuneration policy for the corporate officers, and other senior managers, promoting, from a medium- and long-term viewpoint, the alignment of their interests with those of the company. The declaration on the policy of remuneration of the management and supervisory bodies will be submitted to the General Meeting as required under Act 28/2009, of June 19. I.17 Information on the intervention by the general meeting in respect of the proposal relating to the approval of stock-option plans, share allocation plans, and/or options to acquire shares on the basis of variations of the price of the shares, to be granted to members of the management and supervisory bodies and to other managers, in the acceptation of Article 248-B.3 of the Securities Code, as well as about the elements submitted to the general meeting with a view to a correct assessment of these plans At this time the company has no plans to attribute shares or stock option plans. I.18 Information on the intervention by the general meeting on the approval of the main characteristics of the retirement benefits for the members of the management and supervisory bodies or other managers in the acceptation of Article 248-B.3 of the Securities Code With the exception of the founder equityholders, the company has no complementary pension or early-retirement schemes for the directors. The founder-equityholder directors benefit from a defined-benefit pension plan that provides the beneficiaries a pension of 80% of the salary earned on retirement. It should be mentioned that this plan was in force prior to the admission to listing of Mota-Engil, SGPS, SA, on the stock market. I.19 Existence of bye-law rules establishing the need to subject to deliberation by the general meeting, at least every five years, the continuation or elimination of a bye-law rule limiting the number of votes that can be held or their exercise by a single equityholder severally or jointly with other equityholders The company s articles of association do not provide for limitation of the votes that can be held or their exercise by a single equityholder severally or jointly with other equityholders. I.20 Indication of defensive measures designed to cause serious erosion of the company s assets in the event of transition of control or change of the composition of the management body Indication of defensive measures designed to cause serious erosion of the company s assets in the event of transition of control or change of the composition of the management body.

172 170 PRESENTATION OF CONSOLIDATED FINANCIAL STATEMENTS 2011 I.21 Significant agreements to which the company is a party that come into force, are altered or cease in the event of change of control of the company, as well as the respective effects, unless, by their nature, the disclosure thereof would be seriously prejudicial to the company, provided always that the company is not specifically bound to divulge such information by virtue of other legal imperatives There are no significant agreements to which the Company is a party that come into force, are altered or cease in the event of change of control of the company. I.22 Agreements between the company and members of the management body and managers, in the sense of Article 248-B.3 of the Companies Code, stipulating indemnities in the event of dismissal without due cause or termination of the employment tie in the wake of a change of control of the company There are no agreements between the Company and members of the management body and managers, in the sense of Article 248-B.3 of the Companies Code, stipulating indemnities in the event of dismissal without due cause or termination of the employment tie in the wake of a change of control of the company. II. Management and Supervisory Bodies II.1 Identification of the composition of the corporate offices Board of Directors ( term of office) António Manuel Queirós Vasconcelos da Mota (Chairman) Jorge Paulo Sacadura Almeida Coelho (Deputy-chairman) (CEO) Arnaldo José Nunes da Costa Figueiredo (Deputy-chairman) Gonçalo Nuno Gomes de Andrade Moura Martins (Deputy-chairman) (4) Maria Manuela Queirós Vasconcelos Mota dos Santos (Member) Maria Teresa Queirós Vasconcelos Mota Neves da Costa (Member) Maria Paula Queirós Vasconcelos Mota de Meireles (Member) Ismael Antunes Hernandez Gaspar (Member) Luís Manuel Ferreira Parreirão Gonçalves (Member) (1) Jose Luis Rangel Catela Lima (Member) (2) Luis Filipe Cardoso da Silva (Member) (CFO) (4) Carlos António Vasconcelos Mota dos Santos (3) Maria Isabel da Silva Ferreira Rodrigues Peres (Member) Pedro Manuel Teixeira Rocha Antelo (3) Luís Valente de Oliveira (Independent Member) António Bernardo Aranha da Gama Lobo Xavier (Independent Member) António Manuel da Silva Vila Cova (Independent Member) (1) In December 2011, Luís Manuel Gonçalves Ferreira Parreirão Gonçalves resigned from the post of non-executive member of the Board of Directors of Mota-Engil SGPS, SA. (2) In September 2011, José Luis Catela Rangel de Lima resigned from the post of non-executive member of the Board of Directors of Mota-Engil, SGPS, SA. (3) In February 2012, following the resignations submitted by former directors Luis Manuel Ferreira Parreirão Gonçalves and José Luis Catela Rangel de Lima, the following new members were co-opted to the current term ( ): Carlos António Vasconcelos Mota dos Santos and Pedro Manuel Teixeira Rocha Antelo. (4) In February 2012, following the resolution adopted by the Board of Directors, the CFO came to be Gonçalo Nuno Gomes de Moura Andrade Martins.

173 03. REPORT ON CORPORATE GOVERNANCE PRACTICES 171 Even though the Board of Directors changed in February 2012, all the information in this report will refer to the composition as at December 31, Executive Committee ( ) Jorge Paulo Sacadura de Almeida Coelho (Chairman) Arnaldo José Nunes da Costa Figueiredo Gonçalo Nuno Gomes de Andrade Moura Martins Maria Paula Queirós Vasconcelos Mota de Meireles (1) Ismael Antunes Hernandez Gaspar Luis Filipe Cardoso da Silva (1) Carlos António Vasconcelos Mota dos Santos (2) Maria Isabel da Silva Ferreira Rodrigues Peres (1) In February 2012, following the resolution adopted by the Board of Directors, Maria Paula Queirós Vasconcelos Mota de Meireles and Luís Filipe Cardoso da Silva are members of the Executive Committee. (2) In February 2012, following the resolution adopted by the Board of Directors, Carlos António Vasconcelos Mota dos Santos came to belong to the Executive Committee. Even though the board of Directors changed in February 2012, all the information in this report will refer to the composition as at December 31, Board of Auditors ( ) Prof Alberto João Coraceiro de Castro (Chairman) José Rodrigues de Jesus (Full Member) Horacio Fernando Reis e Sá (Full Member) Pedro Manuel Seara Cardoso Perez (Alternate Member) Official Auditor ( ) António Magalhães e Carlos Santos, SROC, represented by Carlos Alberto Freitas dos Santos, ROC External Auditor registered with the CMVM Deloitte & Associados, SROC, SA, represented by Jorge Manuel Araújo de Beja Neves II.2 Identification and composition of other committees set up, having responsibilities in the matter of the management or supervision of the company In addition to those referred to in the next point, no other committees have been set up having responsibilities in the matter of the management or supervision of the Company.

174 172 PRESENTATION OF CONSOLIDATED FINANCIAL STATEMENTS 2011 II.3 Organisational charts or tables of duties in respect of the division of responsibilities among the various corporate offices, committees and/or departments of the company, including information on the scope of delegations of responsibilities or distribution of posts among the members of the management or supervisory bodies, and list of matters that cannot be delegated and of competences actually delegated BOARD OF AUDITORS GENERAL MEETING REMUNERATION COMMITTEE SROC (OFFICIAL AUDITOR FIRM) COMPANY SECRETARY INVESTMENT, AUDIT AND RISK COMMITEE BOARD OF DIRECTORS HUMAN RESOURCES DEVELOPMENT COMMITTEE AUDIT AND RISK OFFICE EXECUTIVE COMMITTEE LEGAL DIVISION CORPORATE MANAGEMENT PLANNING & CONTROL DIVISION COMMUNICATION, STRATEGY INSTITUTIONAL RELATIONS DIVISION SOCIAL RESPONSIBILITY & SUSTAINability division HUMAN RESOURCES CORPORATE DIVISION CORPORATE FINANCES DIVISION CAPITAL MARKET RELATIONS DIVISION MESP Mota-Engil serviços partilhados Corporate Offices As at December 31, 2011 MOTA-ENGIL, SGPS, SA, has a Board of Directors comprising 13 members: one chairman, three deputy-chairmen and nine directors. Seven of its members perform executive duties and form an Executive Committee, which was elected and whose powers were delegated on it by the Board of Directors, the other six directors performing non-executive duties. The Board of Directors delegated on the Executive Committee all powers related with the management of the businesses of MOTA-ENGIL, SGPS, SA, and of all the subsidiaries, in the most restricted sense of taking tactical options and control of the various lines of development of the various businesses, assuming responsibility for the executive management of the Group s business in line with the orientations and policies defined by the Board of Directors. The Executive Committee may discuss all matters that are the responsibility of the Board of Directors, without prejudice to only being able to adopt resolutions on those matters delegated on it. All matters dealt with by the Executive Committee, even those included within the sphere of the powers delegated on it, are reported to the non-executive directors, who have access to the respective minutes of the meetings and supporting documents.

175 03. REPORT ON CORPORATE GOVERNANCE PRACTICES 173 The Executive Committee meetings are held fortnightly and, at the start of each fiscal year, the meetings to be held during that year are scheduled. The chairman of the Executive Committee, through the Executive Committee Co-ordination Office, sends to the chairmen of the Board of Directors and of the Board of Auditors notices of meetings and minutes of the respective meetings in good time. All decisions in respect of the definition of the company s strategy as well as the company s general policies and the corporate structure of the Group are the sole responsibility of the Board of Directors, and no responsibilities are delegated on the Executive Committee in this connection. The chairman of the Board of Directors has the responsibilities entrusted to him by law and by the articles of association. With regard to the assignment of posts to the members of the Board of Directors, particularly within the scope of the Executive Committee, the following are underscored: Jorge Paulo Sacadura Almeida Coelho Executive Committee Co-ordination International Area Co-ordination Legal Division Communication & Image New Businesses Shared Services Arnaldo José Nunes da Costa Figueiredo New Lisbon Airport Project High Speed Network Group representative on the Board of Directors of Martifer SGPS, SA Chairman of Mota-Engil Indústria e Inovação SGPS, SA Gonçalo Nuno Gomes de Andrade Moura Martins Environment & Services Business Transport Concessions Business Maria Paula Queirós Vasconcelos Mota de Meireles Tourism Business Ismael Antunes Hernandez Gaspar Engineering & Construction Business Operational Mining Unit Luís Filipe Cardoso da Silva Corporate Management Planning & Control Division Corporate Finances Division Capital Market Relations Division Group representative on the Board of Directors of Martifer SGPS, SA Maria Isabel da Silva Ferreira Rodrigues Peres Human Resources Corporate Division; Social Responsibility & Sustainability Division; Executive Committee interlocutor with the Manuel António Mota Foundation. Jorge Paulo Sacadura Almeida Coelho, in the capacity of Chairman of the Executive Committee, is considered the Chief Executive Officer (CEO) of Mota Engil, SGPS, SA. Luís Filipe Cardoso da Silva, as the person responsible for the financial areas of Mota-Engil, SGPS, SA, is considered the Chief Financial Officer (CFO).

176 174 PRESENTATION OF CONSOLIDATED FINANCIAL STATEMENTS 2011 There is no rotation policy for the Posts of the members of the Board of Directors (Executive Committee), in particular for the director responsible for financial matters. Mota-Engil s understanding is that a rigid, abstract job-rotation policy would not serve its best interests. Therefore, the posts are decided and assigned by the Executive Committee at the start of the term of office in keeping with the capabilities, qualifications and professional experience of each member. It is not believed that all directors are able to perform every function with the same capabilities and performance. The non-executive directors monitor the business carried on by the Company, and their real powers of supervision, inspection and assessment of the business is ensured through the monthly meetings of the Board of Directors, without prejudice to access to such information or documentation as may be requested from time to time. In performing their non-executive duties the directors were not faced with any constraints in The annual management report includes a description of the activity of the non-executive directors. Supervisory Bodies Supervision of the company is undertaken by a Board of Auditors and by a firm of Official Auditors, performing the duties called for by law and by the articles of association. The General Meeting shall elect the Board of Auditors and designate, at the proposal of the Board of Auditors, the Official Accountant or Firm of Official Accountants. The Mota-Engil, SGPS, SA, Board of Auditors comprises 4 members, a chairman, two full members and an alternate member. Specialised Committees Remuneration Committee In accordance with the articles of association the duties of the Remuneration Committee, elected by the equityholders at a General Meeting, are to define the corporate officers remuneration policy, fixing the applicable remuneration taking into account the duties performed, their performance and the company s economic situation. In this connection, the Remuneration Committee monitors and assesses the performance of the directors, on a constant basis, verifying the extent to which the proposed objectives have been met. The Committee meets as and when necessary. The directors remuneration includes a performance-based component. The committee elected for the term of office comprises the following members: António Manuel Queirós Vasconcelos da Mota, Maria Teresa Queirós Vasconcelos Mota Neves da Costa, both members of the management body, and Manuel Teixeira Mendes. Minutes are written up of all meetings held. Investment, Audit and Risk Committee The Investment, Audit and Risk Committee normally comprises three permanent members (one non-executive director, who chairs the committee, an independent non-executive director and the CFO), and it may invite other senior Group staff connected with the projects under evaluation. The main duties and responsibilities of this committee are to appraise and suggest investment and business-risk policies and projects to the Board of Directors, to examine and issue opinions on investment or divestment plans, to issue opinions on moves into and out of business areas, and to monitor major financial and corporate transactions. Minutes are written up of all meetings held. At present the members of this committee are Maria Teresa Queirós Vasconcelos Mota Neves da Costa (non-executive director), Luís Filipe Cardoso da Silva (CFO) and António Manuel da Silva Vila Cova (independent, non-executive director).

177 03. REPORT ON CORPORATE GOVERNANCE PRACTICES 175 Human Resources Development Committee The main duties of the Human Resources Development Committee are: to monitor productivity levels, remuneration and equality of opportunities; to assess of programmes to attract and develop high-quality management staff; to define guidelines for the evaluation and incentives system, career plans, training plan and recruiting and selection plan; to carry out regular appraisal of employee motivation; and to define the culture and key values, co-ordinating efforts to implement them within the Group. Minutes are written up of all meetings held. At present the members of this committee are Maria Manuela Queirós Vasconcelos Mota dos Santos (Chair), Jorge Paulo Sacadura de Almeida Coelho, Arnaldo José Nunes da Costa Figueiredo, Ismael Antunes Hernandez Gaspar, Gonçalo Nuno Gomes de Andrade Moura Martins, Carlos Manuel Marques Martins and Maria Isabel da Silva Ferreira Rodrigues Peres. Assessment by the management body of the governance model adopted The Board of Directors declares that the Corporate Governance model adopted has been appropriate to the proper internal and external working of the company. In the assessment of the governance model performed in 2011, no relevant constraints were found in the model use, which is based on the Latin / Reinforced Classic governance model. It comprises a Board of Directors, a Board of Auditors and an Official Auditor not a member of the Board of Auditors. II.4 Reference to the fact that the annual reports on the activity of the general and supervisory board, the financial matters committee, the audit committee and the board of auditors include a description of the supervisory activity performed, stating any constraints encountered, and that it will be divulged via the company s Internet site in conjunction with the financial statements The Board of Auditors annual reports include a description of its supervisory activity, setting out constraints encountered (if any), and they are disclosed on the Company s Internet site together with the annual report and accounts. The company has no General and Supervisory Board, Financial Matters Committee or Audit Committee. II.5 Description of the internal control and risk management systems implemented within the company, particularly with regard to the process of disclosure of financial information, the working method of this system and its efficacy The Mota-Engil Group is subject to a number of diverse risks that could have a negative impact on its business. All these risks are duly identified, assessed and monitored. The various structures within the Company are charged with their management and/or mitigation, with special emphasis in this field on the Investment, Audit and Risk Committee. Sensitivity analyses carried out on the main financial risks, taking into account the high probability of their occurrence, are described in Note 11 of the 2011 Annual Report. Having as its mission the support of the management of the Mota-Engil Group by means of strengthening the operating means and methods employed in internal control and in anticipating business risks, the Audit and Risk Committee has an Audit and Risk Office. It is provided with a structure of resources specifically allocated to the following duties: risk identification and appraisal, suggesting the establishment of acceptable risk levels in the light of the established management goals; issue of opinions as to alterations of the degree of risk inherent in the business of the Mota-Engil Group; minimisation of operational deficiencies and losses, strengthening the capabilities of the Mota-Engil Group in the identification of potentially damaging effects, in risk appraisal and in putting forward responses, thus reducing unforeseen costs or losses;

178 176 PRESENTATION OF CONSOLIDATED FINANCIAL STATEMENTS 2011 identification of transverse risks within the Group, auditing implementation of the corporate policies and good practices of the Mota-Engil Group; issue of prior opinions on risks inherent in the acquisitions and/or disposals defined by the Mota-Engil Group; compliance audit on the development of processes or activities in every materially-relevant area and company of the Mota-Engil Group. The risk-management process at MOTA-ENGIL is supported by the COSO (Enterprise Risk Management Integrated Framework) methodology, which includes in particular the evaluation and award of degrees of criticality and priority to the risks in the light of the impacts on the business objectives and probability of occurrence. In general terms, the mode of operation of internal-control and risk-management system implemented in the Company is as follows: Scope of the process The main risks to which the Group is subject, particularly the market risks of its business segments, financial risks (exchange-rate and interest-rate) and other business risks (operating, integrity, information-systems and communications risks), through the internal reports of the Investment, Audit and Risk Committee in conjunction with the reports or communications issued by the heads of the various corporate departments (with a focus on the Legal Department, Corporate Management & Control Division, Finance Division and Corporate Human Resources Division). characterisation of the Operational Process: Risk Management is the responsibility of each of the Boards of the Group s business areas, generally speaking involving the following sequential cyclic set of stages: determination of the risks to which the organisation is exposed and of the level of tolerance of exposure to such risks; risk measurement: quantification of risk exposures, and preparation of basic reports to support decision-taking; risk control and management: definition of the measures to be taken in facing risks; implementation of the established risk-management measures; monitoring: evaluation of the risk-management process and, if necessary, realignment and redefinition of strategies. Additionally, all investments or new businesses are analysed for risks by the various corporate areas. They are subject to the prior opinion of the Investment, Audit and Risk Committee before being submitted to the Board of Directors for approval. The evaluation of the internal-control and risk-management system allowed an assessment of its effectiveness, while continuing to suggest improvement measures to be implemented in the short and medium term. It should also be noted that in 2011, and in conjunction with a specialised consultancy firm, MOTA-ENGIL carried out a series of extreme-impact sensitivity tests (stress tests) in respect of several exogenous variables important to the business of the GROUP, such as interest rates, credit indices and exchange rates. Only a very restricted number of Mota-Engil, SGPS, SA, collaborators is involved in the process of disclosing financial information. In this connection, and by legal imposition (Article of the Securities Code), Mota-Engil, SGPS, SA, has drawn up a list of its collaborators, with or without employment ties, who have regular or occasional access to privileged information. This list has been made known to each of the employees included, and they were given an explanation of: (i) the reasons for their inclusion in the list; (ii) the duties and obligations imposed on them by law; and (iii) the consequences arising from abusive disclosure or use of privileged information.

179 03. REPORT ON CORPORATE GOVERNANCE PRACTICES 177 II.6 Responsibility of the management body and of the supervisory body in the creation and working of systems of internal control and management of the company s risks, as well as in the assessment of their working and their adjustment to the needs of the company The Board of Directors and Board of Auditors recognise the importance to the organisation of risk and internal-control management systems, promoting the human and technological infrastructure capable of providing proportional control environment and appropriate to the risks of the business. The Board of Directors is charged with ensuring the creation and working of the internal-control and risk-management systems, while the Board of Auditors is assigned, among others things, responsibility for assessing the functioning of these systems and proposing their adjustment to the meeds needs of the Company. In this respect, it should also be noted that, as stipulated in Article 420.1(i) of the Companies Code the Board of Auditors is charged with monitoring the efficacy of the risk-management system, the internal-control system and the internal-audit system. The Supervisory Body monitors all the relevant matters of the Company issues and attends all the Board of Directors meetings. Both the management and the supervisory bodies access the reports and opinions Audit, Investment and Risk Committee referred to in the preceding point, making an evaluation of the working and of the adjustment to the needs of the Company, and of internal-control and risk-management systems. II.7 Indication as to the existence of working regulations for the company s bodies, or other rules relating to incompatibility defined internally and to the maximum number of posts that can be accumulated, and the place where there rules and regulations may be consulted As stated in Chapter 0 in respect of non-compliance with recommendation II.1.1.5, the company s management and supervision bodies have internal working regulations. These are not published on the Company s Internet site and are not available for consultation. Mota-Engil believes that the regulations go beyond aspects of the mere working of the bodies and contain confidential information, for which reason they are not available to the public. II.8 Should the chairman of the management body perform executive duties, indication of the mechanisms for the co-ordination of the work of the non-executive members who ensure the independent, informed nature of its decisions. The chairman of the Board of Directors does not perform executive duties. II.9 Determination of the main, economic, financial and legal risks to which the company is exposed in carrying on its business The risk mapping of the materially-relevant companies of the Mota-Engil Group led to the conclusion that the main risks to which the Company is exposed are its dependence on customers, the conduct of the competition, liquidity, debt levels, interest rate, as well as the diversity of legal and fiscal frameworks to which the Company is exposed as a result the various countries in which it operates. II.10 Powers of the management body, especially with regard to deliberations on the increase of issued capital The powers of the management body are those granted under the Companies Code and under Articles 13 and 14 of the articles of association. The articles of association do not grant the management body powers in respect of resolutions to increase the issued capital.

180 178 PRESENTATION OF CONSOLIDATED FINANCIAL STATEMENTS 2011 II.11 Information on the Board of Director s post rotation policy, particularly in respect of the chief financial officers, as well as on the rules applicable to the appointment and replacement of the members of the management and supervisory bodies The rules applicable to the appointment and substitution of the members of the management and supervision are those provided for in the Companies Code and in the company s articles of association. Board of Directors: The General Meeting shall elect the directors (Article of the Companies Code). The articles of association do not stipulate any specific mechanism concerning the replacement of members of the Board of Directors, which therefore takes place in accordance with Article of the Companies Code. There is no rotation policy for the Posts of the members of the Board of Directors (Executive Committee), in particular for the director responsible for financial matters. Mota-Engil s understanding is that a rigid, abstract job-rotation policy would not serve its best interests. Therefore, the posts are decided and assigned by the Executive Committee at the start of the term of office in keeping with the capabilities, qualifications and professional experience of each member, It is not believed that all directors are able to perform every function with the same capabilities and performance. Board of Auditors: The General Meeting is charged with electing the Board of Auditors as well as its alternate member or members (Article 16 of the articles of association). The articles of association do not stipulate any specific mechanism for the replacement of members of the Board of Auditors, which therefore takes place in accordance with Article 415 of the Companies Code. Official Auditors: At the proposal of the Audit Committee, the General Meeting is charged with designating the Official Auditor or Firm of Official Auditors (Article 16.3 of the articles of association). II.12 Number of meetings of the management and supervisory bodies, as well as reference to the writing up of the minutes of these meetings Body Nº of meetings 2011 Board of Directors 7 Executive Committee 23 Board of Auditors 4 Minutes were written up of each of these meetings. II.13 Indication as to the number of meetings of the Executive Committee or of the Executive Board of Directors, as well as reference to the writing up of the minutes of these meetings and their being sent out together with the notice of the meetings, as applicable, to the chairman of the General and Supervisory Board and of the Financial Matters Committee During 2011 the Executive Committee met on 23 occasions. Notices of meetings and their supporting documents, including the minutes of previous meetings, are sent by the Executive Committee Co-ordination Office to the Executive Committee members in good time. Likewise, after approval by the Executive Committee, minutes of the meetings are sent, together with the respective notices, to the chairman of the Board of Directors and of the Board of Auditors.

181 03. REPORT ON CORPORATE GOVERNANCE PRACTICES 179 II.14 Identification of the members of the board of directors and of other committees set up under it, making a distinction between the executive and the non-executive directors, detailing the members that comply with the incompatibility rules stipulated in Article 414-A.1 of the Companies Code, with the exception of that provided for in indent b), and with the independence criterion established in Article of the said Code Director (1) Executive / Non-Executive Independent / Non-Independent António Manuel Queirós Vasconcelos da Mota Non-executive Non-independent Jorge Paulo Sacadura de Almeida Coelho Executive Non-independent Arnaldo José Nunes da Costa Figueiredo Executive Non-independent Gonçalo Nuno Gomes de A. Moura Martins Executive Non-independent Maria Manuela Queirós V. Mota dos Santos Non-executive Non-independent Maria Teresa Queirós V. Mota Neves da Costa Non-executive Non-independent Maria Paula Queirós V. Mota de Meireles Executive Non-independent Ismael Antunes Hernandez Gaspar Executive Non-independent Luís Filipe Cardoso da Silva Executive Non-independent Maria Isabel da Silva Ferreira Rodrigues Peres Executive Non-independent Luís Valente de Oliveira Non-executive Independent António Bernardo A. da Gama Lobo Xavier António Manuel da Silva Vila Cova (1) As at December 31, 2011 Non-executive Non-executive Independent Independent The three non-executive independent directors referred to above are not covered by any of the incompatibilities referred to in Article 414-A.1 of the Companies Code. On December 31, 2011, the Board of Directors comprised 13 members, of whom seven were executive and six non-executive, a composition that Mota-Engil considers appropriate to ensuring effective ability to supervise, monitor and appraise the activity of the members of the Executive Committee. Of the six non-executive directors only three are qualified as independent directors, and these account for 23% of the total number of members of the management body. Although the recommendation of the Companies Code is not complied with in the matter of the minimum number of independent directors, Mota-Engil, taking into account the size of the company and its equityholders structure, considers that the number of independent directors is adequate. The independent directors take part in most meetings of the Board of Directors, thus monitoring the business of Mota-Engil, and they may question any other corporate office or internal structure of the Mota-Engil Group. The Investment Committee, Audit and Risk Committee comprises three directors, one being independent non-executive.

182 180 PRESENTATION OF CONSOLIDATED FINANCIAL STATEMENTS 2011 II.15 Indication of the legal and regulatory rules and other criteria underlying the assessment of the independence of its members performed by the management body To assess the independence of the members of the Board of Directors use was made solely and exclusively of the mechanism provided for in Article of the Companies Code, and the rules applicable in terms of incompatibility provided for in Article 414-A.1 of the said Code were also taken into account. No other assessment criteria have been established internally. II.16 Indication of the rules governing the process of selection of candidates to the post of non-executive directors, and he means of ensuring that executive directors do not interfere in the process Taking the company s size and its equityholder structure into account no need is seen for a formal process of selection of candidates for non-executive directorship. Candidates for non-executive directorships are elected by the General Meeting. At the elective general meetings that have been held, the names included in the lists for election of corporate officers, particularly with regard to the management body and its non-executive members, have been proposed by equityholders who are the signatories thereof, and the executive directors do not take part in the selection process. II.17 Reference to the fat that the annual management report includes a description of the activity carried out by the non-executive directors and any constraints encountered Point 7 of the 2011 consolidated management report of the Mota-Engil-Group includes a description of the activity undertaken by the non-executive directors and any constraints encountered. II.18 e II.19 Professional qualifications of the members of the board of directors, indication of their professional activities during at least the past five years, number of shares they hold in the company, date of their first appointment and date of conclusion of their term of office. Positions held at other companies by members of the Board of Directors, detailing those held in other companies of the same group. António Manuel Queirós Vasconcelos da Mota (Chair) Professional Qualifications Degree in Civil Engineering (Communications) University of Porto Faculty of Civil Engineering Professional career during the past five years At present and during the past seven years, in addition to being the chair of the Board of Directors and chair of the Remuneration Committee of Mota-Engil, SGPS, SA, he is a corporate officer of various Group and of other companies outside the Group. Nº of shares as at 31/12/ shares 1 st Appointment March 31, 2000 End of Term of Office December 31, 2013

183 03. REPORT ON CORPORATE GOVERNANCE PRACTICES 181 Positions held at other companies of the Mota-Engil Group chair of the Board of the General Meeting of Mota-Engil, Engenharia e Construção, SA chair of the Board of the General Meeting of Mota-Engil, Ambiente e Serviços, SGPS, SA chair of the Board of the General Meeting of Tratofoz Sociedade de Tratamento de Resíduos, SA member of the Remuneration Committee of ÁreaGolfe Gestão, Construção e Manutenção de Campos de Golfe, SA member of the Remuneration Committee of Aurimove, Sociedade Imobiliária, SA member of the Remuneration Committee of EMSA Empreendimentos e Exploração de Estacionamentos, SA member of the Remuneration Committee of Manvia Manutenção e Exploração de Instalações e Construções, SA member of the Remuneration Committee of Martifer, SGPS, SA member of the Remuneration Committee of ME Real Estate Mota-Engil Real Estate Portugal, SA member of the Remuneration Committee of Mesp Mota-Engil, Serviços Partilhados, Administrativos e de Gestão, SA member of the Remuneration Committee of Mota-Engil, Ambiente & Serviços, SGPS, SA member of the Remuneration Committee of Mota-Engil, Energia, SA member of the Remuneration Committee of Mota-Engil, Engenharia & Construção, SA member of the Remuneration Committee of Mota-Engil II, Gestão, Ambiente, Energia e Concessões de Serviços, SA Member of the Remuneration Committee of Nortedomus Sociedade Imobiliária, SA member of the Remuneration Committee of Planinova Sociedade Imobiliária, SA member of the Remuneration Committee of Sedengil Sociedade Imobiliária, SA member of the Remuneration Committee of Sol S. International, Tecnologias de Informação, SA member of the Remuneration Committee of Suma Serviços Urbanos e Meio Ambiente, SA member of the Remuneration Committee of Takargo Transporte de Mercadorias, SA member of the Remuneration Committee of Tertir Concessões Portuárias, SGPS, SA member of the Remuneration Committee of Tertir Terminais de Portugal, SA member of the Remuneration Committee of Tratofoz Sociedade de Tratamento de Resíduos, SA member of the Remuneration Committee of Vibeiras Sociedade Comercial de Plantas, SA member of the Remuneration Committee of Mota-Engil, Angola, SA member of the Remuneration Committee of Mota-Engil, Indústria e Inovação, SGPS, SA member of the Supervisory Board of Mota-Egil, Angola, SA chair of the Senior Board of Tertir Terminais de Portugal, SA Positions held at other companies outside the Mota-Engil Group Chair of the Board of Directors of FM FM Sociedade de Controlo, SGPS, SA chair of the Board of Directors of Mota Gestão e Participações, Sociedade Gestora de Participações Sociais, SA Director of Sociedade Agrícola Moura Basto, Lda. Member of the Board of Directors of Algosi Gestão e Participações Sociais, SGPS, SA Member of the Board of Directors of Auto Sueco (Angola) SARL chair of the Board of the General Meeting of Sunviauto Indústria de Componentes de Automóveis, SA Member of the Remuneration Committee of António de Lago Cerqueira, SA Member of the Board of Curators of the Manuel António da Mota Foundation.

184 182 PRESENTATION OF CONSOLIDATED FINANCIAL STATEMENTS 2011 Advisory Board Member of the School of Engineering, University of Minho Member of the General Council of the EPA, on behalf of Mota-Engil, SGPS, SA Member of the Board of Curators of the AIP Foundation Board Member of EIC European International Contractors deputy-chair of the General Board of ELO Portuguese Association for Economic Development and Cooperation, on behalf of Mota-Engil, Engenharia e Construção, SA Jorge Paulo Sacadura Almeida Coelho (Deputy-chair) Professional Qualifications Degree in Company Organisation and Management, ISEG (Universidade Técnica de Lisboa) Professional career during the past five years From 2001 to 2006, part-time deputy and president of the Local Government and Spatial Planning Commission of the Assembly of the Republic From 2004 to 2008, member of the Council of State from 2001 to 2008, Director of Congetmark Consultoria, Estudos e Management, Lda. From 2001 to 2008, guest lecturer and member of the scientific board of Instituto Superior de Comunicação Empresarial (ISCEM) and chair of the Consultative Board of the Beiras College of Advanced Studies At present, besides being deputy-chair of the Board of Directors and chief executive officer of Mota-Engil, SGPS, SA, he chairs the Board of Directors of MESP-Mota-Engil, Serviços Partilhados Administrativos e de Gestão, SA. Nº of shares as at 31/12/2011 Held no shares in Mota-Engil, SGPS, SA 1st Appointment May 26, 2008 End of Term of Office December 31, 2013 Positions held at other companies of the Mota-Engil Group chair of the Board of Directors of MESP Mota-Engil, Serviços Partilhados, Administrativos e de Gestão, SA; member of the Senior and Supervisory Board of Mota-Engil, Angola, SA Positions held at other companies outside the Mota-Engil Group Member of the Board of Curators of the Manuel António da Mota Foundation. Member of the Consultative Board of Banco de Investimento Global (BIG); chair of the General Meeting of Sociedade das Águas da Cúria; chair of the General Meeting of APDC Portuguese Association for the Development of Communications.

185 03. REPORT ON CORPORATE GOVERNANCE PRACTICES 183 Arnaldo José Nunes da Costa Figueiredo (Deputy-chair) Professional Qualifications Degree in Civil Engineering, University of Porto Faculty of Engineering Professional career during the past five years Chair of the Board of Directors of Mota-Engil, Engenharia e Construção, SA Chair of the Board of Directors of MEITS Mota-Engil, Imobiliária e Turismo, SA Director of Mota Internacional, Lda. Member of the Remuneration Committee of Aurimove Sociedade Imobiliária, SA at present, in addition to being the deputy-chair of the Board of Directors and member of the Executive Committee of Mota-Engil, SGPS, SA, he is a corporate officer of various Group companies Nº of shares as at 31/12/2011 Held no shares in Mota-Engil, SGPS, SA 1st Appointment May 26, 2008 End of Term of Office December 31, 2013 Positions held at other companies of the Mota-Engil Group Non-executive Director of Martifer, SGPS, SA; Chair of the Board of Directors of Mota-Engil, Indústria e Inovação, SGPS, SA; Chair of the Board of the General Meeting of Mercado Urbano Gestão Imobiliária, SA Positions held at other companies outside the Mota-Engil Group Member of the General Council of Asterion Consortium Portuguese Airports member of the General Board of AEM Associação de Empresas Emitentes de Valores Cotados em Mercado Gonçalo Nuno Gomes de Andrade Moura Martins (Deputy-chair) Professional Qualifications Degree in Law, Faculty of Law of the University of Lisbon Professional career during the past five years as from March 2006 he has been chair of the Board of Directors of Mota-Engil, Ambiente e Serviços, SGPS, SA Since January 2009 he has chaired the Board of Directors of Ascendi Group, SGPS, SA At present, in addition to being the deputy-chair of the Board of Directors and member of the Executive Committee of Mota-Engil, SGPS, SA, he is a corporate officer of various Mota-Engil Group companies Nº of shares as at 31/12/ ,435 shares

186 184 PRESENTATION OF CONSOLIDATED FINANCIAL STATEMENTS st Appointment march 26, 2008 End of Term of Office december 31, 2013 Positions held at other companies of the Mota-Engil Group chair of the Board of Directors of Mota-Engil, Ambiente e Serviços, SGPS, SA; chair of the Board of Directors of Mota-Engil II, Gestão, Ambiente, Energia e Concessões de Serviços, SA chair of the Board of Directors of Ternor Sociedade de Exploração de Terminais, SA chair of the Board of Directors of Tertir Concessões Portuárias, SGPS, SA chair of the Board of Directors of Ascendi Group, SGPS, SA chair of the Board of Directors of Ascendi Norte, SA chair of the Board of Directors of Ascendi Beiras Litoral e Alta, Auto Estradas das Beiras Litoral e Alta, SA chair of the Board of Directors of Ascendi Costa de Prata, Auto Estradas da Costa de Prata, SA chair of the Board of Directors of Ascendi Grande Porto Auto Estradas do Grande Porto, SA chair of the Board of Directors of Ascendi Grande Lisboa, Auto Estradas da Grande Lisboa, SA chair of the Board of Directors of Ascendi Douro Estradas do Douro Interior, SA chair of the Board of Directors of Ascendi Operadora NT Operação e Manutenção Rodoviária, SA chair of the Board of Directors of Ascendi Operadora BLA Operação e Manutenção Rodoviária, SA chair of the Board of Directors of Ascendi Operadora CP Operação e Manutenção Rodoviária, SA chair of the Board of Directors of Ascendi Operadora CP Operação e Manutenção Rodoviária, SA chair of the Board of Directors of Ascendi Operadora GL Operação e Manutenção Rodoviária, SA chair of the Board of Directors of Ascendi Operadora DI Operação e Manutenção Rodoviária, SA chair of the Board of Directors of Ascendi, Concessões de Transportes, SGPS, SA chair of the Board of Directors of Ascendi, Serviços de Assessoria, Gestão e Operação, SA chair of the Board of Directors of Ascendi O&M, SA chair of the Board of Directors of GT Investimentos Internacionais,SGPS,SA member of the Board of Directors of EMSA Empreendimentos e Exploração de Estacionamentos, SA member of the Board of Directors of COPEXA Concesionaria Autopista Perote-Xalapa, SA de C.V. (Mexico) member of the Board of Directors of Lusoponte Concessionária para a Travessia do Tejo SA member of the Board of Directors of Gestiponte Operação e Manutenção das Travessias do Tejo, SA member of the Board of Directors of LOGZ Atlantic Hub, SA member of the Board of Directors of Ascendi México SA de C.V. (México) chair of the Board of the General Meeting of Multiterminal Sociedade de Estiva e Tráfego, SA chair of the Board of the General Meeting of Lokemark Soluções de Marketing, SA member of the Remuneration Committee of Takargo Transporte de Mercadorias, SA member of the Remuneration Committee of E.A.Moreira Agentes de Navegação, SA member of the Remuneration Committee of Liscont Operadores de Contentores, SA

187 03. REPORT ON CORPORATE GOVERNANCE PRACTICES 185 member of the Remuneration Committee of Transitex transits of Extremadura, SA Member of the Remuneration Committee of Multiterminal sociedade de Estiva e trafego,sa member of the Remuneration Committee of Sadoport- Terminal Marítimo do Sado,SA member of the Remuneration Committee of SLPP- Serviços Logisticos de Portos Portugueses,SA member of the Remuneration Committee of SOL S Internacional, Tecnologias de Informação,SA member of the Remuneration Committee of Ascendi Grande Lisboa, Auto Estradas da Grande Lisboa, SA member of the Remuneration Committee of Ascendi Operadora BLA Operação emanutenção Rodoviária, SA member of the Remuneration Committee of Ascendi Operadora CP, Operação e Manutenção Rodoviária, SA member of the Remuneration Committee of Ascendi Operadora GP Operação e Manutenção Rodoviária, SA member of the Remuneration Committee of Ascendi Operadora NT- Operação e Manutenção Rodoviária, SA member of the General Board of Asterium, ACE member of the Senior Board of Suma member of the Senior Board of Tertir Terminais de Portugal, SA member of the Supervisory Board of Indaqua Indústria de Gestão de Águas, SA Representative of Ascendi Group, SGPS, SA in the Remuneration Committee of LUSOPONTE Concessionária para a Travessia do Tejo SA and GESTIPONTE Operação e Manutenção das Travessias do Tejo, SA member of Senior Board and Supervision of Mota-Engil, Angola, SA Positions held at other companies outside the Mota-Engil Group director of COGERA Sociedade de Produção de Energia por Cogeração, Lda. director of COVELAS Energia, Lda Maria Manuela Queirós Vasconcelos Mota dos Santos (Director) Professional Qualifications Degree in Economics, University of Porto Faculty of Economics. Professional career during the past five years At present and during the past five years, and in addition to being a member of the Board of Directors of Mota-Engil, SGPS, SA, she is a corporate officer of various Group and other companies. Nº of shares as at 31/12/2011 3,675,066 shares 1st Appointment march 31, 2000 End of Term of Office december 31, 2013

188 186 PRESENTATION OF CONSOLIDATED FINANCIAL STATEMENTS 2011 Positions held at other companies of the Mota-Engil Group director of Edifícios Galiza Sociedade Imobiliária, Lda. member of the Remuneration Committee of Indaqua Indústria e Gestão de Águas, SA member of the Remuneration Committee of Liscont Operadores de Contentores, SA member of the Remuneration Committee of Lokemark Soluções de Marketing, SA member of the Remuneration Committee of Martifer, SGPS, SA member of the Remuneration Committee of MESP Mota-Engil, Serviços Partilhados, Administrativos e de Gestão, SA member of the Remuneration Committee of Mota-Engil II, Gestão, Ambiente, Energia e Concessões de Serviços, SA member of the Remuneration Committee of Nortedomus Sociedade Imobiliária, SA; member of the Remuneration Committee of Takargo Transporte de Mercadorias, SA member of the Remuneration Committee of Tertir Concessões Portuárias, SGPS, SA member of the Remuneration Committee of Tertir Terminais de Portugal, SA member of the Remuneration Committee of Tratofoz Sociedade de Sociedade de Tratamento de Resíduos, SA member of the Remuneration Committee of Transitex- Transitos da Extremadura,SA member of the Remuneration Committee of ÁreaGolfe Gestão, Construção e Manutenção de Campos de Golfe, SA member of the Remuneration Committee of Aurimove Sociedade Imobiliária, SA member of the Remuneration Committee of Mota Engil Energia, SA member of the Remuneration Committee of Mota-Engil, Indústria e Inovação, SGPS, SA member of the Remuneration Committee of Planinova Sociedade Imobiliária, SA member of the Remuneration Committee of RTA Rio Tâmega, Turismo e Recreio, SA member of the Remuneration Committee of SGA Sociedade do Golfe de Amarante, SA member of the Remuneration Committee of Manvia Manutenção e Exploração de Instalações e Construções, SA member of the Remuneration Committee of Ternor Sociedade de Exploração de Terminais, SA member of the Remuneration Committee of Mota-Engil, Real Estate Portugal, SA member of the Remuneration Committee of Mota-Engil, Ambiente e Serviços, SGPS, SA Positions held at other companies outside the Mota-Engil Group chair of the Board of Directors of Algosi Gestão de Participações Sociais SGPS, SA director of Casal Agrícola de Parada, Lda. director of Sociedade Agrícola Moura Basto, Lda. director of Cerâmica de Boialvo, Lda. director of Mineira do Jarmelo, Lda. director of da Mineira de Pensalvos, Lda. director of Socomagra, Lda member of the Board of Directors of FM Sociedade de Controlo, SGPS, SA member of the Board of Directors of Mota Gestão e Participações, Sociedade Gestora de Participações Sociais, SA member of the Board of Directors of Agrimota Sociedade Agrícola e Florestal, SA member of the Remuneration Committee of António de Lago Cerqueira, SA

189 03. REPORT ON CORPORATE GOVERNANCE PRACTICES 187 member of the Board of Directors of Empresa Agrícola Florestal Portuguesa, SA Member of the Board of Curators and of the Board of Directors of the Manuel António da Mota Foundatio Maria Teresa Queirós Vasconcelos Mota Neves da Costa (Director) Degree in Economics, University of Porto Faculty of Economics. Professional career during the past five years At present and during the past five years, and in addition to being the member of the Board of Directors and of the Remuneration Committee of Mota-Engil, SGPS, SA, she is a corporate officer of various Group and companies. Nº of shares as at 31/12/2011 3,746,836 shares 1st Appointment March 31, 2000 End of Term of Office December 31, 2013 Positions held at other companies of the Mota-Engil Group Member of the Remuneration Committee of EMSA Empreendimentos e Exploração de Estacionamentos, SA Member of the Remuneration Committee of Liscont Operadores de Contentores, SA Member of the Remuneration Committee of MESP Mota-Engil, Serviços Partilhados, Administrativos e de Gestão, SA Member of the Remuneration Committee of Mota-Engil, Engenharia e Construção, SA Member of the Remuneration Committee of Mota-Engil, SGPS, SA Member of the Remuneration Committee of Sedengil Sociedade Imobiliária, SA Member of the Remuneration Committee of Transitex Trânsitos de Extremadura, SA Member of the Remuneration Committee of Tratofoz Sociedade de Tratamento de Resíduos, SA Member of the Remuneration Committee of Vibeiras Sociedade Comercial de Plantas, SA Member of the Remuneration Committee of Sadoport Terminal Marítimo do Sado, SA Member of the Remuneration Committee of SLPP Serviços Logísticos de Portos Portugueses, SA Positions held at other companies outside the Mota-Engil Group Deputy-chair of the Board of Directors of FM Sociedade de Controlo, SGPS, SA Member of the Board of Directors of Mota Gestão e Participações, Sociedade Gestora de Participações Sociais, SA Member of the Board of Directors of Supermercados Navarras, SA Director of Edifícios Galiza Sociedade Imobiliária, Lda. Director of Imobiliária Toca do Lobo, Lda. Director of Sociedade Agrícola Moura Basto, Lda.; Director of Casal Agrícola de Parada, Lda.; Director of da Mineira de Pensalvos, Lda. Director of Mineira do Jarmelo, Lda; Member of the Board of Curators of the Manuel António da Mota Foundation

190 188 PRESENTATION OF CONSOLIDATED FINANCIAL STATEMENTS 2011 Maria Paula Queirós Vasconcelos Mota de Meireles (Director) Professional Qualifications Degree in Civil Engineering, University of Porto Faculty of Engineering (FEUP) Professional career during the past five years At present and during the past five years, and in addition to being a member of the Board of Directors and of the Executive Committee of Mota-Engil, SGPS, SA, she is a corporate officer of various Group and other companies Nº of shares as at 31/12/2011 4,231,630 shares 1st Appointment March 31, 2000 End of Term of Office December 31, 2013 Positions held at other companies of the Mota-Engil Group Chair of the Board of Directors of RTA Rio Tâmega, Turismo e Recreio, SA Chair of the Board of Directors of SGA Sociedade do Golfe de Amarante, SA Director of Edifícios Galiza Sociedade Imobiliária, Lda. Director of Largo do Paço Investimentos Turísticos e Imobiliários, Lda. Chair of the Board of the General Meeting of EMSA Empreendimentos e Exploração de Estacionamentos, SA Member of the Remuneration Committee of Mota-Engil II, Gestão, Ambiente, Energia e Concessões de Serviços, SA Member of the Remuneration Committee of RTA Rio Tâmega, Turismo e Recreio, SA Member of the Remuneration Committee of SGA Sociedade do Golfe de Amarante, SA. Positions held at other companies outside the Mota-Engil Group Deputy-chair of the Board of Directors of Algosi Gestão de Participações Sociais SGPS, SA Member of the Board of Directors of FM Sociedade de Controlo, SGPS, SA Member of the Board of Directors of Mota Gestão e Participações, Sociedade Gestora de Participações Sociais, SA Director of Casal Agrícola de Parada, Lda. Director of da Mineira de Pensalvos, Lda. Director of Mineira do Jarmelo, Lda. Director of Predimarão Sociedade de Construções, Lda. Director of Sociedade Agrícola Moura Basto, Lda. Director of Verotâmega Sociedade Imobiliárias, Lda. Member of the Board of Curators of the Manuel António da Mota Foundation. Member of the Remuneration Committee of António de Lago Cerqueira, SA.

191 03. REPORT ON CORPORATE GOVERNANCE PRACTICES 189 Ismael Antunes Hernandez Gaspar (Director) Professional Qualifications Degree in Civil Engineering (ISEL) Professional career during the past five years Deputy-chair of the Board of Directors of Mota-Engil, Engenharia e Construção, SA (responsible for Central Europe) At present and during the past five years, and in addition to being a member of the Board of Directors and of the Executive Committee of Mota-Engil, SGPS, SA, he is a corporate officer of various Group and other companies Nº of shares as at 31/12/2011 1,000 shares 1st Appointment March 26, 2008 End of Term of Office December 31, 2013 Positions held at other companies of the Mota-Engil Group Chair of the Board of Directors of Mota-Engil, Engenharia e Construção, SA Chair of the Board of Directors of Mota-Engil Central Europe, SGPS, SA Chair of the Board of Directors of ME Real Estate Mota-Engil, Real Estate Portugal, SA Chair of the Board of Directors of Mota-Engil Africa, SGPS, SA Member of the Senior and Supervisory Board of Mota-Engil, Angola, SA Member of the Remuneration Committee of ME Real Estate Mota-Engil Real Estate Portugal, SA Member of the Remuneration Committee of Nortedomus Sociedade Imobiliária, SA Member of the Remuneration Committee of Aurimove Sociedade Imobiliária, SA Member of the Remuneration Committee of Planinova Sociedade Imobiliária, SA Director of Mota-Internacional, Comércio e Consultadoria Económica, Lda. Chair of the Board of the General Meeting of SEDENGIL, Ambiente e Serviços, SGPS, SA. Director of Mota-Engil Minerals & Mining Investments BV Director of Mota-Engil Management Mining (Proprietary) Limited Director of Tabella Holding, BV Director of Mota-Engil-Opway Mexicana, SA de CV Positions held at other companies outside the Mota-Engil Group Member of the Board of Auditors of FUNDCIC Fund for the Development of Construction Sciences Vice-president of the Board of Founders of the CRP (Portuguese Highway Centre), on behalf of Mota-Engil, Engenharia e Construção, SA Mota Engil, Engenharia e Construção, SA, representative at CCAP American Chamber of Commerce in Portugal Mota Engil, Engenharia e Construção, SA, representative at CCLH Luso-Hungarian Chamber of Commerce

192 190 PRESENTATION OF CONSOLIDATED FINANCIAL STATEMENTS 2011 Luís Filipe Cardoso da Silva (Director) Professional Qualifications Degree in Economics, University of Porto Faculty of Economics Professional career during the past five years Director of MESP, Mota-Engil Serviços Partilhados Administrativos e de Gestão, SA. Director of MESP Central Europe Sp. z.o.o. Director of Mota-Engil Brand Management, BV Member of the General and Supervisory Board of Comércio Electrónico, Consultadoria e Multimédia, SA; Member of the Senior Board of Ascendi Group, SGPS, SA; Director of Martifer, SGPS, SA Was member of the Supervisory Board of several companies of the Ascendi Group; At present, in addition to being member of the Board of Directors and of the Executive Committee of Mota-EngilIL, SGPS, SA, he is a corporate officer of various Mota-Engil Group companies. Nº of shares as at 31/12/ ,500 shares 1st Appointment March 31, 2010 End of Term of Office December 31, 2013 Positions held at other companies of the Mota-Engil Group Deputy-chair of the Board of Directors of MESP, Mota-Engil Serviços Partilhados Administrativos e de Gestão, SA; Member of the General and Supervisory Board of Vortal Comércio Electrónico, Consultadoria e Multimédia, SA; Member of the General and Supervisory Board of Vortal, SGPS, SA Member of the Board of Directors of Martifer, SGPS, SA. Director of Mota-Engil Brand Management, BV Maria Isabel da Silva Ferreira Rodrigues Peres (Director) Professional Qualifications Degree in Law from the Universidade CatóLica Portuguesa Porto Post-graduation in Human Resources Management, at AEP XVIII PDE Business Management Program, at AESE Professional career during the past five years Human Resources Development Manager at MESP Mota-Engil Serviços Partilhados, SA Corporate Human Resources Manager at Mota-Engil SGPS, SA Currently, member of the Board of Directors and Executive Committee of Mota-Engil, SGPS, SA Nº of shares as at 31/12/2011 Held no shares in Mota-Engil, SGPS, SA

193 03. REPORT ON CORPORATE GOVERNANCE PRACTICES 191 1st Appointment March 31, 2010 End of Term of Office December 31, 2013 Positions held at other companies of the Mota-Engil Group Member of the Board of Directors of MESP Mota-Engil Serviços Partilhados, SA Positions held at other companies outside the Mota-Engil Group Member of the Board of Curators of the Manuel António da Mota Foundation Member of the Board of Founders of the Casa da Música Foundation, representing Mota-Engil, SGPS, SA Member of the Board of Founders of the Serralves Foundation, representing Mota-Engil, SGPS, SA Member of the General Board of EGP Escola de Gestão do Porto, on behalf of Mota-Engil SGPS, SA Luís Valente de Oliveira (Independent Director) Professional Qualifications Degree in Civil Engineering (UO) Doctorate in Civil Engineering Full professor, retired, University of Porto Faculty of Engineering Professional career during the past five years Director of the Business Association of Portugal European co-ordinator of Auto-Estradas do Mar (Motorways of the Sea) Director of the Luso-American Development Foundation (FLAD) Member and chair of the Audit and Risk Committee of Millennium BCP Chair of the Board of Auditors of EFACEC Since 2006, independent member of the Board of Directors of Mota-Engil, SGPS, SA Nº of shares as at 31/12/2011 Held no shares in Mota-Engil, SGPS, SA 1st Appointment March 31, 2006 End of Term of Office December 31, 2013 Positions held at other companies of the Mota-Engil Group He does not perform duties at other companies of the Mota-Engil Group Positions held at other companies outside the Mota-Engil Group Member of the Board of Directors of the AEP Foundation European co-ordinator of Auto-Estradas do Mar (Motorways of the Sea) Director of the Luso-American Development Foundation (FLAD) Chair of the Board of Auditors of EFACEC

194 192 PRESENTATION OF CONSOLIDATED FINANCIAL STATEMENTS 2011 António Bernardo Aranha da Gama Lobo Xavier (Independent Director) Professional Qualifications Degree in Law, University of Coimbra Faculty of Law Master in Legal and Economic Sciences; University of Coimbra Faculty of Law Professional career during the past five years From 1999 to date he is consultant of the executive committee of SonaeCom, heading the legal, tax, public relations and regulation departments; Since 1985, he has been an independent legal consultant in the Areas of Financial Law and Tax Law Since 2006, independent member of the Board of Directors of Mota-Engil, SGPS, SA Nº of shares as at 31/12/2011 Held no shares in Mota-Engil, SGPS, SA 1st Appointment March 31, 2006 End of Term of Office December 31, 2013 Positions held at other companies of the Mota-Engil Group He does not perform duties at other companies of the Mota-Engil Group. Positions held at other companies outside the Mota-Engil Group Executive Member of Sonaecom, SGPS, SA Non-executive member of Banco BPI, SA Member of the Board of Directors of EPM, SGPS, SA Non-Executive Member of the Board of Directors Riopele, SA Non-Executive Member of the Board of Directors PÚBLICO, SA Non-Executive Member of the Board of Directors of Vallis Capital Partners Chair of the board of the General Meeting of Têxtil Manuel Gonçalves, SA António Manuel da Silva Vila Cova (Independent Director) Professional Qualifications Degree in Economics, University of Porto Faculty of Economics; Professional career during the past five years In 2006 and 2007 member of the Board of Directors of Mota-Engil, SGPS, SA, as non-executive, independent director in 2007 and up to June 2008, member of the Board of Directors of Banco Finantia, also as non-executive, independent director. From June to December 2008, Member of the Board of Directors of Banco Português de Negócios From June 2008 to August 2009, member of the Board of Directors of Sociedade Lusa de Negócios, occupying, as such, the post of chairman of the Board of Directors and director of companies of the said group

195 03. REPORT ON CORPORATE GOVERNANCE PRACTICES 193 At present, non-executive independent director of the Board of Directors of Mota-Engil, SGPS, SA, and member of the Board of Auditors of Banco Finantia and Finantipar, SGPS. Nº of shares as at 31/12/2011 Held no shares in Mota-Engil, SGPS, SA 1st Appointment April 15, 2009 End of Term of Office December 31, 2013 Positions held at other companies of the Mota-Engil Group He does not perform duties at other companies of the Mota-Engil Group Positions held at other companies outside the Mota-Engil Group Member of the Board of Auditors of Banco Finantia. Member of the Board of Auditors of Finantipar, SGPS II.21 Identification of the members of the Board of Auditors, detailing whether the members comply with the incompatibility rules provided for in Article 414-A.1 and with the criterion of independence provided for in Article 414.5, both of the Companies Code. For the purpose the Board of Auditors performs its self-assessment. Member Incompatibility criterion Independence criterion Alberto João Coraceiro de Castro Complied Complied José Rodrigues de Jesus, ROC Complied Complied Horacio Fernando Reis e Sá Complied Complied The Board of Auditors meets with the official auditor and with the external auditor the frequency considered adequate, monitoring the audit performed and checking its independence. Decisions regarding the choice of these service providers and their remuneration are the responsibility of the Board of Directors, at the prior proposal of the Board of Auditors. The annual activity report issued by the Board of Auditors is published together with the Annual Report and Accounts, available on the MOTA-ENGIL Internet site. Any constraints encountered by the Board of Auditors within the scope of its activity during the year are communicated in its report. Although the Board of Auditors is the prime interlocutor in the relations with the official auditor and with the external auditor and is the first addressee of the reports they draw up, the Board of Directors takes cognisance of these tasks through several joint meetings between the Board of Auditors and a member of the Board of Directors with the official and external auditors. The Board of Auditors assesses the External Auditor on an ongoing basis. The members of the Board of Auditors, particularly its chairman, are informed of the meetings of the Board of Directors, which they regularly attend, allowing them to monitor the overall business of the GROUP.

196 194 PRESENTATION OF CONSOLIDATED FINANCIAL STATEMENTS 2011 II.22 e II.23 Professional qualifications of the members of the board of directors, indication of their professional activities during at least the past five years, number of shares they hold in the company, date of their first appointment and date of conclusion of their term of office. Positions held at other companies by members of the Board of Auditors, detailing those held in other companies of the same group. Alberto João Coraceiro de Castro (Chair) Professional Qualifications Degree in Economics, University of Porto Faculty of Economics Doctorate in Economics, University of South Carolina; Professional career during the past five years Lecturer at Universidade Católica Portuguesa (Porto); Deputy-chair of the General and Supervisory Board of EDP (since 2006) Chair of the Board of Auditors of Unicer (since 2007); Customer Ombudsman of the Port of Leixões; Chair of the Board of Directors of Ciencinvest Valorização Económica da Ciência, SA, ( ); Non-executive director of Douro Azul, SA (up to 2008). Nº of shares as at 31/12/2011 2,200 shares 1st Appointment March 30, 2007 End of Term of Office December 31, 2014 Positions held at other companies of the Mota-Engil Group He does not perform duties at other companies of the Mota-Engil Group Positions held at other companies outside the Mota-Engil Group deputy-chair of the General and Supervisory Board of EDP Energias de Portugal, SA (since 2006); chairman of the Board of Auditors of Unicer Bebidas de Portugal SGPS, SA (since 2007); deputy-chair of the board of the General Meeting of Metro do Porto, SA member of the General Board of the CGC Centro de Genética Clínica e Patologia, SA José Rodrigues de Jesus (Full Member) Professional Qualifications Degree in Economics, University of Porto Faculty of Economics Official Auditor (ROC) Professional career during the past five years University lecturer Official Auditor

197 03. REPORT ON CORPORATE GOVERNANCE PRACTICES 195 Nº of shares as at 31/12/2011 Held no shares in Mota-Engil SGPS SA 1st Appointment March 30, 2007 End of Term of Office December 31, 2014 Positions held at other companies of the Mota-Engil Group He does not perform duties at other companies of the Mota-Engil Group Positions held at other companies outside the Mota-Engil Group Member of the Board of Auditors of the following companies: Finibanco Holding, SGPS, SA Finibanco, SA Millenniumbcp Fortis, Grupo Segurador, SGPS, SA Germen Moagem de Cereais, SA Cith of Guinarães Foundation Um Porto para o Mundo Associação para o Congresso OIV 2011 Statutory Auditor of the following companies: Calfor Indústrias Metálicas, SA Porto Vivo, SRU Sociedade de Reabilitação Urbana da Baixa Portuense, SA Edemi Gardens Promoção Imobiliária, SA Lankhorst Euronete Ropes, SA Arsopi Holding, Sociedade Gestora de Participações Sociais, SA Arsopi Indústrias Metalúrgicas Arlindo S. Pinho, SA Arlindo Soares de Pinho, Lda. Imoágueda, SA Farmácia Ribeiro, SA Camilo dos Santos Mota, SA Divinvest Promoção Imobiliária, SA DIMO Desenvolvimento Imobiliário e Construção, SA Toupronto Imobiliária, SA Y2K Imobiliária, SA Evitu Imobiliária, SA Privado Imobiliário, SGPS, SA Imoseagle Sete Gestão Mobiliária e Imobiliária, SA PRVD Consultoria e Serviços Imobiliários, SA, de Oliveira Dias, SA Sekiwi, SGPS, SA Vacatio, SA Agência Portuguesa para o Investimento, E.P.E. Instituto dos Vinhos do Douro e do Porto Member of the Supervisory Committee of the Insurance Institute of Portugal

198 196 PRESENTATION OF CONSOLIDATED FINANCIAL STATEMENTS 2011 Horacio Fernando Reis e Sá (Full Member) Professional Qualifications Degree in Law, University of Coimbra Faculty of Law Professional career during the past five years Lawyer Nº of shares as at 31/12/2011 Held no shares in Mota-Engil SGPS SA 1st Appointment April 14, 2011 End of Term of Office December 31, 2014 Positions held at other companies of the Mota-Engil Group He does not perform duties at other companies of the Mota-Engil Group Positions held at other companies outside the Mota-Engil Group He does not perform duties for companies outside the Mota-Engil Group II.24 II.24 Reference to the fact that the Board of Auditors performs an annual assessment of the external auditor and to the possibility of proposing to the general meeting the dismissal of the auditor with due cause. The Board of Auditors performs an annual assessment of the external auditor and is responsible for monitoring its qualifications and its independence. Though no a specific or exclusive competence of the General meeting, there is nothing to prevent it from being called upon to express its opinion, if so called on by the Board of Auditors, regarding the dismissal of the external auditor in the event of due cause. In any case, to date, the Mota-Engil Board of Auditors has seen to reason to consider taking measures to dismiss with due cause an entity that has performed duties as the Company s external auditor. II.25 Identification of the members of the general and supervisory board and of other committees set up under it for the purpose of assessment of the individual and overall performance of the executive directors, reflection as to the governance system adopted by the company and identification of potential candidates for the post of director. Not applicable II.26 Declaration that the members comply with the incompatibility rules provided for on Article 414-A.1 of the Companies Code and with the criterion of independence provided in Article thereof. For the purpose the general and supervisory board performs its self-assessment. Not applicable

199 03. REPORT ON CORPORATE GOVERNANCE PRACTICES 197 II.27 Professional qualifications of the members of the general and supervisory board and of other committees set up within it, indication of their professional activities during at least the past five years, number of shares they hold in the company, date of their first appointment and date of conclusion of their term of office. Not applicable II.28 Duties that members of the general and supervisory board and of other committees set up within it perform at other companies of the same group. Not applicable II.29 Description of the remuneration policy, including, in particular, that of the managers in the acceptation of Article 248-B.3 of the Securities Code, and of other workers whose professional activity could have a relevant impact in the company s risk profile and whose remuneration includes a major variable component. The MOTA-ENGIL remuneration policy is described in the statement on this subject submitted by the Remuneration Committee to the General Meeting as provided for in Article 2 of Act 28/2009 of June 19. Although the said statement did not explicitly cover the remuneration of directors in the acceptation of Article 248-B.3 of the Securities Code, GROUP s remuneration policy is segmented into functional groups, including both top management and MOTA-ENGIL employees. Functional groups defined within the scope of the GROUP s remuneration policy bring together functions in accordance with parameters such as the degree of knowledge, complexity, responsibility and/ or autonomy required, which are assessed using the Hay international methodology and are structured as follows: Top Executives Executives Top Management Management Technicians Administrative and Operational The functional groups listed constitute the fundamental support for definition of human resource policies, including the remuneration policy, establishing for each functional group the remuneration components and conditions, be they fixed, variable and/or benefits. II.30 Description of the remuneration policy of the management and supervisory bodies to which Article 2 of Act 28/2009 of June 19 refers. As stipulated in Act 28/2009 of June 19, a statement on remuneration policy for members of the management and supervisory bodies is submitted annually to the General Meeting for appraisal. The present remuneration policy at MOTA-ENGIL, SGPS, SA, as approved at the last General Meeting, seeks to promote, from a medium- and long-term standpoint, the alignment of the interests of the directors with those of the company. It is primarily based on a fixed remuneration, with a variable component in the light of the results of the business and of the Company s economic and financial situation.

200 198 PRESENTATION OF CONSOLIDATED FINANCIAL STATEMENTS 2011 The general principles to be observed in fixing remuneration as essentially the following: a) Duties performed Consideration must be given to the duties performed by each, in the widest sense of the activity that is actually undertaken, and to the inherent responsibilities, and not just in the formal sense. All the directors do not hold the same relative position, nor do the executive directors or the members of the Board of Auditors. Any appraisal of the duties must be performed in its widest sense, and criteria must be taken into account as diverse as responsibility, time dedicated or value added for the Company, resulting from a certain type of intervention or institutional representation. Likewise, this reflection must include the existence of functions performed in other controlled companies, which means both increased responsibility and a cumulative source of income. In line with this principle, the MOTA-ENGIL GROUP has established a remuneration policy the scope of which scope extends, in a segmented manner, to managers and employees, based on the Hay international job-scoring model. According to the methodology in force, the functions are evaluated according to the knowledge, complexity, responsibility/autonomy required and later falling into pre-defined Functional Groups, making this the vector to determine the remuneration conditions. b) The Company s economic situation Consideration has to be given to the Company s economic situation, as well as to its interests from a long-term standpoint, to the real growth of the Company and to the creation of equityholder value. In this connection, the MOTA-ENGIL GROUP developed in 2008 a strategic five-year plan the 2013 Ambition Plan, subject to periodic assessment by means of a set of KPIs (Key-Performance Indicators) integrated into the Balanced Scorecard, directing the performance at four value perspectives: the GROUP s financial sustainability and value creation for equityholders; satisfaction of customer needs; efficiency and innovation in terms of internal processes; and training and development of the human capital. Since the 2013 Ambition Plan is guiding instrument of the strategy for the GROUP, the KPIs are a key component for the assessment of the top management of MOTA-ENGIL and, respectively, for the determination of their remuneration, directing the incentives mechanism towards effective value creation from a long-term standpoint. c) General market conditions for similar situations The definition of any remuneration must take into account the law of supply and demand, and corporate officers are no exception. Only due regard for market practices can retain professionals whose performance is appropriate to the complexity of the duties and responsibilities. The remuneration must be aligned with the market and be stimulating, acting as the means to achieve high individual and collective performance, safeguarding not only the interests of the individual but essentially those of the company and the creation of value for its equityholders. Taking the above principle into account, the remuneration policy of the MOTA-ENGIL GROUP involves a periodic audit of the compensation practices, as well as their comparison with the market. For the purpose, the Hay international job-scoring methodology is used, as are the Hay functions salary surveys directed at comparison functional groups, thereby ensuring competitive-adjustment rationale for the development of human capital and for the evolution of the salary market.

201 03. REPORT ON CORPORATE GOVERNANCE PRACTICES 199 The specific remuneration-policy options submitted and approved are as follows: 1. The remuneration of the executive members and of the non-executive, non-independent members of the Board of Directors shall comprise a fixed part and a variable part. The remuneration policy establishes two fundamental aspects for the compensation of the top management and employees of the GROUP: on the one hand, equity and competitiveness of the remuneration, safeguarded through internal analysis and external comparison of the proportion of fixed remuneration in relation to the function performed by them (using the Hay methodology as the support); on the other hand, meritocracy, complementing the fixed remuneration with a variable remuneration dependent on performance assessment. 2. The remuneration of the non-executive independent members of the Board of Directors, of the members of the Board of Auditors and of the members of the Board of the General Meeting shall comprise solely a fixed part. 3. The fixed part of the remuneration of the members of the Board of Directors having executive duties as well as that of the non-executive non-independent members shall consist of a monthly sum payable fourteen times a year. 4. The monthly amount of the fixed part of the remuneration of the members of the Board of Directors shall be fixed for all those who are members of the Executive Committee and for those who, despite not belonging to this committee, are not considered independent. 5. A predetermined amount shall be fixed for each attendance at meetings of the Board of Directors for those members who are considered independent and have essentially non-executive duties. 6. The fixed remuneration of the members of the Board of Auditors and of the Board of the General Meeting shall all comprise a fixed sum payable twelve times a year. 7. The process of allocation of variable remuneration to the executive members of the Board of Directors shall follow the criteria proposed by the Remuneration Committee, taking into account the assessment of their performance, their position in the hierarchy, the company s long-term performance criteria and the real growth of the Company and of the selected performance variables. Under the remuneration policy set for the GROUP, the variable remuneration is dependent on the performance evaluation, whose general principles and their mode of application are provided in the Corporate Performance Management Model. Performance assessment within the GROUP comprises two components: a quantitative assessment, measured through the achievement of the KPIs (Key-Performance Indicators) indexed to the 2013 strategic plan, and are fixed as annual goals at the beginning of each assessment cycle; and qualitative evaluation, which results from an individual assessment focusing on key competences for the GROUP (corporate, management and personal). Determination of the variable remuneration of the MOTA-ENGIL GROUP presupposes that two conditions were fulfilled: the achievement of the barrier goals defined at the beginning of each annual assessment cycle, broken down from the long-term strategic plan and average achievement of at least 95% of the weighted quantitative targets with individual qualitative assessment, which may result in a payout value payout varies between a minimum and maximum pre-defined percentage. Additionally, preventive mechanisms to inhibit of the payment of variable compensation have been established to minimize incentive of results not in line with a perspective of sustainable value creation from a long-term standpoint. As such, there will be no variable compensation if one of the following conditions occurs: one of the barrier goals (which corresponds to the minimum value to be achieved per KPI to be eligible for payment of variable remuneration) is not attained, in accordance with parameters set at the beginning of each annual-assessment cycle; the average achievement of the goals defined by KPI with a weighted qualitative individual assessment lower than 95%.

202 200 PRESENTATION OF CONSOLIDATED FINANCIAL STATEMENTS In fixing all remuneration, notably the distribution of the total amount of the variable remuneration of the members of the Board of Directors, the foregoing general principles shall be observed: duties performed, situation of the Company and market criteria. The remuneration policy of the MOTA-ENGIL GROUP covers top management and employees, and it is segmented into pre-defined Functional Groups (members of the Board of Directors being included under Top Executives), using as the basis the Hay international job-scoring model. In the MOTA-ENGIL remuneration policy there is a safeguard to the effect that the remuneration fixed for each Functional Group (whether the fixed or the variable component) has as the rationale internal equity and salary benchmarking relative to the reference market, undertaken periodically. With regard to the groups of companies whose recommended policies and practices were used as the element of comparison in fixing the remuneration, the Remuneration Committee takes into consideration, to the extent of the information that can be accessed, all Portuguese companies of an equivalent size, particularly those listed on the PSI-20, and also companies of other international markets having characteristics equivalent to those of the MOTA-ENGIL GROUP. The Remuneration Committee has not established any agreements as to payments by MOTA-ENGIL in respect of dismissal or termination of duties as directors by mutual agreement. II.31 Indication of the annual amount of the remuneration earned individually by the members of the management and supervisory boards, including fixed and variable remuneration and, in respect of the latter, indication of the various components giving rise thereto, the part that is deferred and the part already paid. Members Company Fixed component Profit sharing Variable component Other bonuses Attendance Fees Board of Directors António Manuel Queirós V. da Mota Mota-Engil SGPS 476, , ,000 Jorge Paulo Sacadura de Almeida Coelho Mota-Engil SGPS 476, , ,600 Arnaldo José Nunes da Costa Figueiredo Mota-Engil SGPS 286,000 95, ,300 Gonçalo Nuno Gomes de A. Moura Martins Mota-Engil A&S, SGPS 276,000 92, ,000 Maria Manuela Q. V. Mota dos Santos Mota-Engil SGPS 251,000 32,091 51, ,600 Maria Teresa Q. V. Mota Neves da Costa Mota-Engil SGPS 251,000 32,092 51, ,600 Maria Paula Queirós V. Mota de Meireles Mota-Engil SGPS 251,000 32,092 51, ,600 Ismael Antunes Hernandez Gaspar Mota-Engil E&C SA 286,000 95, ,300 Luís Manuel Ferreira Parreirão Gonçalves (1) Mota-Engil SGPS 163,000 54, ,000 Luís Filipe Cardoso da Silva Mota-Engil SGPS 238,000 50, ,000 Maria Isabel da Silva F. Rodrigues Peres Mota-Engil SGPS 213,000 50, ,000 José Luís Catela Rangel de Lima (2) Mota-Engil SGPS 118,000 18, ,750 Luís Valente de Oliveira Mota-Engil SGPS - 35,000 35,000 António Bernardo A. da Gama Lobo Xavier Mota-Engil SGPS - 30,000 30,000 António Manuel da Silva Vila Cova Mota-Engil SGPS - 40,000 40,000 4,404,750 Total Board of Auditors Alberto João Coraceiro de Castro Mota-Engil SGPS 30,000 30,000 José Rodrigues de Jesus Mota-Engil SGPS 30,000 30,000 Horácio Fernando Reis Sá Mota-Engil SGPS 4,283 4,283 64,283 (1) In December 2011, Luís Manuel Gonçalves Ferreira Parreirão Gonçalves resigned from the post of non-executive member of the Board of Directors of Mota-Engil SGPS, SA. (2) In September 2011, José Luis Catela Rangel de Lima resigned from the post of non-executive member of the Board of Directors of Mota-Engil, SGPS, SA.

203 03. REPORT ON CORPORATE GOVERNANCE PRACTICES 201 There are no stock-option plans or rights to acquire options on shares or any other incentives system involving shares. The criteria relating to the variable component of the remuneration of the management bodies are those set out in the remuneration policy described in point II.30. Information on the link between the remuneration and the performance of the management bodies is set out in the remuneration policy described in point II.30. Information on the main parameters and grounds of any annual bonus system set out in the remuneration policy described in point II.30. There are no other non-pecuniary benefits. During 2011, no amounts were paid or owed by way of indemnity for termination of office of former executive directors. No other amounts were paid for any reason whatsoever to other companies in a controlling of group relationship. Some founder-equityholder directors benefit from a defined-benefit pension plan allowing them to obtain a pension of 80% of the salary earned on retirement. It should be mentioned that this plan was in force prior to the admission to listing of Mota-Engil, SGPS, SA, on the stock market. In accordance with Note 32 of the Notes to the consolidated accounts as at December 31, 2011 & 2010, liabilities for pensioners and for personnel in service, as well as the respective cover, are as follows: Liabilities to pensioners 1,644,900 1,458,253 Liabilities to personnel in service 7,984,012 7,478,245 Provisions set aside 9,628,911 8,936,770 % of cover 100% 100% These liabilities were updated in 2011 as a result of the latest available actuarial study referred to December 31, 2011, based on the following assumptions (unchanged from 2010): Mortality table TV 73/77 TV 73/77 Disability Table EKV80 EKV80 Turnover Table PCRTurnOver PCRTurnOver Fund Return Table 4.5% 4.5% Salary Growth Table 2% 2% Pension Update Table 4% 4% Pension Grwth Rate 0% 0% Retirement age Number of payments of the benefit Liabilities for defined-benefit pension plans are calculated in accordance with the Projected Unit Credit Method using the actuarial and financial assumptions best suited to the plan in question. II.32 Information as to the way in which the remuneration is so structured as to allow an alignment of the interests of the members of the management body with the company s long-term interests, as well as as to the way it is based on the appraisal of the performance and discourages excessive risk-taking As described in point II.30, the remuneration policy of the MOTA-ENGIL GROUP is underpinned by variable- -remuneration instruments so structured as to promote the alignment of the interests of members of the management body with the long-term interests of the Company, discouraging excessive risk-taking.

204 202 PRESENTATION OF CONSOLIDATED FINANCIAL STATEMENTS 2011 For the purpose, the remuneration policy defines indexation of the variable remuneration to performance assessment, which, in turn, is based on KPIs (Key-Performance Indicators) taken from the strategic 2013 Ambition Plan, defined for a long-term horizon. Under the quantitative component of performance assessment the targets to be met for each KPI are defined at the start of the assessment cycle. Determination of the variable remuneration within the GROUP requires a minimum average achievement of 95% of the established targets, weighted by the individual qualitative assessment evaluation (which may result in a payout that varies between a pre-defined minimum and maximum percentage). Additionally, mechanisms have been established to prevent payment of variable remuneration if one of the following conditions occurs: one of the barrier goals (which corresponds to the minimum value to be achieved per KPI to be eligible for payment of variable remuneration) is not attained, in accordance with parameters set at the beginning of each annual-assessment cycle; the average achievement of the goals defined per KPI weighted by the individual qualitative assessment is lower than 95%. II.33 With regard to the remuneration of executive directors: a) Reference to the fact that the remuneration of the executive directors includes a variable component and information on the way in which this component is dependent on performance assessment. The remuneration policy for the executive members of the company s Board of Directors involves a plan consisting of: (i) a fixed component defined in accordance with the fob, the part played in the pre-defined functional groups for the MOTA-ENGIL GROUP and market benchmarking (underpinned by the Hay international job-scoring methodology), which includes the gross base remuneration paid during a period of one year, and (ii) a variable component paid as a performance bonus taking into account the evolution of their performance based on criteria defined and reviewed annually by the Remuneration Committee. The criteria for the award of variable remuneration to members of the GROUP s management bodies are indexed to the performance assessment, under the responsibility of the Remuneration Committee. Performance assessment comprises two components: a quantitative assessment, measured through the achievement of KPIs (Key-Performance Indicators) indexed to the 2013 strategic plan that are established in annual targets set at the beginning of each assessment; and a qualitative assessment, which results from a discretionary individual assessment. Determination of the variable remuneration of the MOTA-ENGIL Group presupposes that two conditions were fulfilled: achievement of the barrier goals defined at the beginning of each annual assessment cycle, broken down from the long-term strategic plan; and average achievement of at least 95% of the quantitative targets weighted by individual qualitative assessment, which may result in a payout varying between a pre-defined minimum and maximum percentage. b) Indication of the company s bodies competent to perform the evaluation of the performance of the executive directors. The evaluation of the performance of the Executive Board of Directors is performed by the Remuneration Committee. c) Indication of predetermined criteria for the assessment of the performance of the executive. The quantitative component of performance assessment comprises a set of KPIs (Key-Performance Indicators), indexed to the strategic 2013 Ambition Plan, in accordance with the Balanced Scorecard

205 03. REPORT ON CORPORATE GOVERNANCE PRACTICES 203 method, orienting performance towards four value perspectives: financial sustainability of the GROUP and value creation for equityholders; satisfaction of customer needs; efficiency and innovation in terms of internal processes; and training and development of human capital. We present below a summary illustrative of the KPI matrix adopted in the Balanced Scorecard tool is uses within the GROUP. Financial Perspective ROCE EBITDA Turnover Customers % of international turnover generated by selected markets Internal Processes Weight of investment in generating future turnover Learning and Growth Staff participation in the ME Active School Quantitative assessment is subsequently weighted with the individual qualitative assessment, and it can lead to a payout value varying between a pre-defined minimum and maximum percentage. d) Explanation of the relative importance of the variable and fixed components of the directors remuneration, and an indication of the maximum limits for each component. The relative importance of the fixed and variable components of the directors remuneration is described in Point II.30. In addition to the articles of association determine that, in overall terms, the variable remuneration of the Board of Directors may not exceed 5% of the profit for the year, mechanisms are provided in the remuneration policy aimed, on the one hand, at rewarding the creation of real value, from a long-term perspective and, on the other, at discouraging excessive risk-taking and conduct not in line with the strategy recommended for the GROUP. Thus, the fixed and variable remuneration is delimited by remuneration criteria have the job as the rationale, as well as the functional group and benchmarking in the reference market. The fixed remuneration is based on a minimum and a maximum pre-defined by functional group and the variable remuneration is indexed to performance assessment and may result in a that varies between a pre-defined minimum and maximum percentage. In aggregate terms, the mix of fixed and variable remuneration is balanced by setting minimum and maximum limits as provided for in the remuneration policy. e) Indication of the deferral of payment of the variable component of the remuneration, stating the period of deferral. There is no deferral of the payment of the said variable remuneration. f) Explanation of the way in which the variable remuneration is subject to continuity of the company s good performance over the period of deferral. Under the terms described in point II.30, payment of variable remuneration is subject to continuation of the Company s good performance. Ex-ante, good-performance monitoring is performed through periodic assessment evaluation of the KPIs taken from the 2013 Ambition Plan and integrated into Balanced Scorecard methodology, allowing the performance of the Company to be monitored. Ex-post mechanisms are defined in the remuneration policy aimed at preventing payment of variable remuneration if one of the following conditions is not met: one of the barrier goals (which corresponds to the minimum value to be achieved per KPI to be eligible for payment of variable remuneration) is not attained, in accordance with parameters set at the beginning of each annual-assessment cycle;

206 204 PRESENTATION OF CONSOLIDATED FINANCIAL STATEMENTS 2011 the average achievement of the goals defined by KPI with a weighted qualitative individual assessment lower than 95%. g) Sufficient information on the criteria on which the attribution of variable remuneration in shares is based, as well as on the retention by executive directors of the shares in the company that they have accessed, on the close of any contracts relating to such shares, particularly hedging or risk-transfer contracts, their limits and their ratio as a proportion of total annual remuneration. The company neither has nor plans any remuneration scheme involving the award of shares and/ or any incentive scheme involving shares. h) Sufficient information on the criteria on which the attribution of variable remuneration in options is based and indication of the period of deferral and of the exercise price. The company neither has not plan any remuneration scheme involving the award of stock-option rights. i) Identification of the main parameters and grounds of any annual bonus scheme and of any other non-pecuniary benefits. The company has no annual bonus scheme or other non-pecuniary benefits. j) Remuneration paid in the form of profit sharing and/or payment of bonuses and the reason why such bonuses and/or profit sharing were granted. Remuneration paid in the form of profit sharing and/orr bonus payments are shown in section II.31 and include the variable component, by way of performance bonus taking the said criteria into account. l) Indemnities paid or owed to former executive directors in respect of termination of their duties during the year. During 2011, no amounts were paid or owed by way of indemnity for termination of office of former executive directors. m) Reference to the contractual limitation stipulated for the compensation payable for dismissal of a director without due cause and its relationship with the variable component of the remuneration. There are no contractual limits to the compensation payable for dismissal of a director without due cause other than as provided for by law. Mota-Engil makes use of legal instruments available in the law appropriate to this situation, particularly when there is inadequate performance by the director. n) Amounts paid for any reason whatsoever by other companies in a controlling or group relationship. During 2011 no sums were paid to Mota-Engil executive directors (or non-executive directors) by companies in a controlling of or group relationship. o) Description of the main characteristics of the complementary pension or early-retirement schemes for the directors, stating whether they were or were not subject to appraisal by the General Meeting. Some founder-equityholder directors are beneficiaries of a defined-benefit pension plan allowing them to obtain a pension of 80% of the salary earned on retirement. It should be mentioned that this plan was in force prior to the admission to listing of Mota-Engil, SGPS, SA, on the stock market.

207 03. REPORT ON CORPORATE GOVERNANCE PRACTICES 205 p) Estimate of the value of relevant non-pecuniary benefits considered as remuneration not covered by the foregoing situations. The company does not assign any relevant non-pecuniary benefits by way of remuneration. q) Existence of mechanisms preventing the executive directors from closing contracts calling into question the reason for the variable remuneration. There is no formal mechanism preventing the executive directors from closing contracts calling into question the reason for the variable remuneration. Nevertheless, the Remuneration Committee always takes this factor into consideration in the criteria used to determine the variable remuneration. II.34 Reference to the fact that the remuneration of non-executive directors does not include variable components. The remuneration of non-executive directors includes variable components. Mota-Engil s understanding is that, besides rewarding the long-term strategy implemented by the entire Board of Directors, including the non-executive directors, this does not disparage their non-executive function. II.35 Information on the policy of communication of irregularities adopted by the company(means of communication, people entitled to receive the communications, treatment to be provided and indication of the persons and bodies able to access the information and their intervention in the procedure). At the end of 2008, the Board of Auditors Regulations on procedures to be adopted in the matter of communication of irregularities was approved, which were divulged to the entire Group through an internal service order. Through approval of these regulations, the Board of Directors of Mota-Engil, SGPS, SA, wished to encourage internal communication of irregular practices so as to prevent or repress irregularities, avoiding damages aggravated by ongoing irregular practices, while complying with the Securities Market Commission recommendations in this matter. The regulations consider that irregular practices are all acts and omissions, fraudulent or negligent, performed within the scope of the business of the companies of the Mota-Engil Group that could impact on the financial statements or on other areas, damaging the assets and the good name of the Group, namely violation of any law, rule or regulation, practice of fraud, abuse of authority, bad management, waste of funds, damage to the health and safety of the workers and damage to the environment. The Board of Auditors warrants the confidentiality of the accusations and the anonymity of their author in cases of communication of signs that irregularities have been committed, though the Mota-Engil, SGPS, SA, Board of Directors is kept informed. Where the signs of irregularities are communicated by workers of companies of the Mota-Engil Group the worker s rights cannot be affected by the fact. Persons falsely communicating irregular practices or communicating them in bad faith, as well as those infringing the duty of confidentiality may be subject to criminal proceedings and to disciplinary proceedings if they are Mota-Engil Group company employees. The procedural stages of the irregularities communications system, the responsibility of the Board of Auditors, are as follows: a) reception and registration; b) preliminary appraisal and assessment of the consistency of the communication received;

208 206 PRESENTATION OF CONSOLIDATED FINANCIAL STATEMENTS 2011 c) investigation; d) final report with communication to the chairman of the Board of Directors. The investigation process is undertaken by the Board of Auditors, assisted by the Investment, Audit and Risk Committee, which is competent to deal with matters not involving decisions. The Investment Audit and risk Committee may propose that external auditors or other specialists be hired to help in the investigation where the special nature of the matters in question so warrants. By January 31 each year the Board of Auditors evaluates the activity undertaken the previous year and proposes such alterations as it may deem necessary to the improvement and perfecting of the irregular-practice communication system. II.36 Identification of the members of committees set up for the purpose of assessment of the individual and overall performance of the executive directors, reflection as to the governance system adopted by the company and identification of potential candidates for the post of director. Within the scope of the management and supervisory bodies no committees have been set up having specific competence in these matters. II.37 Number of meetings of the committees set up having competence in the matter of management and supervision during the year in question, as well as reference to writing up of the minutes of such meetings Not applicable in the light of the explanation provided in the preceding number. II.38 Reference to the fact that a member of the remuneration committee has knowledge and experience in the matter of remuneration policy It is considered that, as a result of their curricula and professional careers (detailed in point II.18), the three members of the Remuneration Committee have knowledge and experience in the matter of remuneration policy. Additionally, as and where necessary, the Remuneration Committee is helped by in-house or external specialists to support their decisions in the matter of the remuneration policy. II.39 Reference to the independence of natural or corporate persons taken on for the remuneration committee under employment or provision of services contract related with regard to the board of directors, as well as, as and where applicable, to the fact that such persons have an actual relationship with the company s consultant António Manuel Queirós Vasconcelos da Mota (chairman and non-executive member of the Board of Directors) and Maria Teresa Queirós Vasconcelos Mota Neves da Costa (non-executive member of the Board of Directors ) are members of the Remuneration Committee, having been elected to the position by the General Meeting at the proposal of the majority equityholder Mota Gestão e Participações, SGPS, SA. Their participation in the Remuneration Committee corresponds solely to representation of the equityholder s interest, and they intervene in this capacity and not in that of members of the management body. To ensure their independence in the performance of these duties, these members do not take party in any discussion of adoption of resolutions in which their is or could be a conflict of interests, particularly with regard to fixing their own remuneration as members of the management body. No company has been hired to assist the Remuneration Committee.

209 03. REPORT ON CORPORATE GOVERNANCE PRACTICES 207 III.1 Equity capital structure, including indication of shares not admitted to trading, different categories of shares, rights and duties inherent therein and percentage of the equity capital represented by each category. III. Information The Mota-Engil, SGPS, SA, equity capital as at December 31, 2011, amounted to 204,635,695, fully paid up and represented by 204,635,695 ordinary bearer shares each of a par value of 1, which, with the exception of treasury shares, give entitlement to dividends. The whole of the shares that make up the equity capital are admitted to trading on Euronext Lisbon. III.2 Qualified holdings in the issuer s equity capital, calculated under Article 20 of the Securities Code. Equityholders Nº of shares % Equity Mota Gestão e Participações, SGPS, SA ,65% ALGUEIRÃO Gestão de Participações Sociais, SGPS, SA ,92% António Manuel Queirós Vasconcelos da Mota ,57% Maria Manuela Queirós Vasconcelos Mota dos Santos ,80% Maria Teresa Queirós Vasconcelos Mota Neves da Costa ,83% Maria Paula Queirós Vasconcelos Mota de Meireles ,07% Carlos António Vasconcelos Mota dos Santos ,01% Attributable to FM Sociedade de Controlo, SGPS, SA (1) ,85% Kendall II, SA ,63% Investment Opportunities, SA ,30% Banco Privado Português, SA ,13% Attributable to Privado Holding SGPS, SA ,06% QMC Development Capital Fund Plc ,05% Attributable to NMÁS 1 AGENCIA DE VALORES, SA ,05% (1) FM Sociedade de Controlo, SGPS, SA, is wholly owned by: António Manuel Queirós Vasconcelos da Mota (38.23%); Maria Manuela Queirós Vasconcelos Mota dos Santos (20.59%); Maria Teresa Queirós Vasconcelos Mota Neves da Costa (20.59%); and Maria Paula Queirós Vasconcelos Mota de Meireles (20.59%). III.3 Identification of equityholders having special rights and description of such rights. There are no equityholders or categories of equityholders having special rights. III.4 Possible restrictions to the transferability of the shares, such as clauses requiring consent for their disposal or limitations to the ownership of shares. There are no restrictions whatsoever to the transfer of shares in Mota-Engil, SGPS, SA,such as clauses requiring consent for their disposal or as to limitations to share ownership. III.5 Equityholders agreements known to the company that could lead to restrictions in the matter of transfer of securities or voting rights. The company is not cognisant of any equityholders agreements that could lead to restrictions in the matter of transfer of securities or voting rights

210 208 PRESENTATION OF CONSOLIDATED FINANCIAL STATEMENTS 2011 III.6 Rules applicable to the alteration of the company s articles of association. There are no special rules governing the alteration of the articles of association other than those resulting from the general legislation provided for in the Companies Code. III.7 Control mechanisms provided for in any system of worker participation in the issued capital to the extent that they do not directly exercise voting rights. There are no mechanisms for worker participation in the Mota-Engil, SGPS, SA, equity capital. III.8 Description of the evolution of the issuer s share prices, taking into account, in particular: a) the issue of shares or other securities that give entitlement to subscribe or acquire shares; b) the announcement of results; c) payment of dividends by category of shares, with indication of the net amount per share. The financial crisis in the euro area that had marked 2010 has deteriorated noticeably, requiring that the European Union and the IMF grant financial aid to Greece, Ireland and Portugal. In this connection, the Greek and Portuguese bond markets have performed very negatively, despite the efforts of the European Central Bank to curb the rise in rates, which involved massive purchase of government bonds of these countries. The contagion to other European markets, namely Spain and Italy, a reality that marked the first half of the year, eventually dissipated during the last quarter of the year. At the same time, the risks of instability in the Middle East swelled, first with the popular revolts in North Africa and later with the growing tension between the United States and Syria and Iran. During the year, were also significant downward revisions of the economic growth of the world s major economies, with a particular focus on the Euro Area. Against this extremely unfavourable background in which investors showed little interest in shares of the peripheral countries of Europe and have proved particularly reluctant to invest in companies in the construction and public works sector, MOTA-ENGIL shares returned a negative annual performance of 41% over the previous year, a year which which they had already dropped by 56%. The performance of the shares throughout the year is as follows: 1st half nd half 2011 Total performance st half nd half 2010 Total performance 2010 Mota-Engil shares -59% 19% -41% -46% -10% -56% PSI % 100% -28% -17% 6% -10% EURONEXT % 100% -14% -9% 10% 1%

211 03. REPORT ON CORPORATE GOVERNANCE PRACTICES 209 The evolution of the share price is shown in the following chart: EVOLUTION OF MOTA-ENGIL SHARES Disclosure of 2010 Annual Results Payment of 2009 Dividend Disclosure of 1Q11 Results Disclosure of 1H11 Results Disclosure of 9M11 Results Jan 11 Feb 11 Mar 11 Apr 11 May 11 Jun 11 Jul 11 Aug 11 Sep 11 Oct 11 Nov 11 Dec 11 With the exception of treasury shares, all the shares that make up the Mota-Engil, SGPS, SA, equity capital give entitlement to dividends. On May 13, 2011, the 2010 dividend was placed at the disposal of equityholders in the net sum of per share. No shares or other securities were issued during 2011 giving entitlement to subscription or acquisition of shares III.9 Description of the dividend distribution policy adopted by the company, identifying in particular the amount of the dividend per share paid during the past three years. The dividend policy adopted by the Company consists of granting a dividend providing, in each fiscal year, a minimum payout ratio of 50% and a maximum of 75%, depending on the appraisal made by the Board of Directors of a number of factors over time, with the prime objective of providing adequate remuneration of equityholder capital by this means. The net dividend per share over the past three years amounted to 11 cents. III.10 Description of the main characteristics of the stock option plans and of plans to grant options to acquire shares adopted or in force during the year in question, particularly justification for the adoption of the plan, category and number of addressees of the plan, conditions of attribution, non-saleability of shares clauses, criteria governing the price of the shares and the option exercise price, period during which the options may be exercised, characteristics of the shares to be attributed, existence of incentives for the acquisition of shares and/or for the exercise of options, and competence of the management body to execute and/or modify the plan Indication: a) of the number of shares required to exercise options attributed and of the number of shares required to exercise exercisable options, as at the start and end of the year; b) of the number of options attributed, exercisable and extinguished during the year; c) of the appraisal by the general meeting of the characteristics of the plans adopted or in force during the year in question. At this time the company has no plans to attribute shares or stock option plans.

212 210 PRESENTATION OF CONSOLIDATED FINANCIAL STATEMENTS 2011 III.11 Description of the main elements of deals and transaction carried out between the company and the members of its management and supervision bodies, holders of qualified holdings or companies in a controlling or group relationship, provided they are significant in economic terms for any of the parties involved, except those deals or transactions that, cumulatively, are undertaken at arm s length for similar transaction and are part of the company s day-to-day business. No significant deals or transactions were undertaken between the management and supervisory bodies or companies in a controlling or group relationship, except those deals carried out, which, as a part of the day-to-day business, were also carried out at arm s length. III.12 Description of the fundamental elements of the business and transactions undertaken between the company and owners of qualified holdings or with entities in any relationship with them under Article 20 of the Securities Code, other than at arm s length. No business or transactions significant in economic terms were undertaken between the Company and owners of qualified holdings or with entities in any relationship with them under Article 20 of the Securities Code. III.13 Description of the procedures and criteria applicable to the intervention of the supervisory body for the purpose of prior assessment of transactions to be undertaken between the companies and owners of qualified holdings or with entities in any relationship with them under Article 20 of the Securities Code. Business between the Company and owners of qualified holdings or entities in any relationship therewith are appraised solely by the Executive Committee, on the basis of analysis and technical opinions issued by the Investment, Audit and Risk Committee (specialised committee). No procedures or criteria have been established in respect of intervention by the supervisory body. It should be mentioned, however, that transactions between directors of Mota-Engil, or with companies in a controlling or group relationship with the one of which the contracting party is a director, regardless of their value, are subject to the prior authorisation of the relevant Board of Directors and to the favourable opinion of the respective supervisory body, under Article 397 of the Companies Code. III.14 Description of the statistical elements (number, average value and maximum value) in respect of transactions subject to prior intervention by the supervisory body. Not applicable II.15 Indication that the annual reports on the activity of the general and supervisory board, the financial matters committee, the board of auditors and the Board of Auditors, including an indication of any constraints encountered, are divulged via the company s Internet site in conjunction with the financial statements. The annual reports on the activity undertaken by the Board of Auditors are subject to disclosure via the Company s Internet site ( in conjunction with the annual report and accounts.

213 03. REPORT ON CORPORATE GOVERNANCE PRACTICES 211 III.16 Reference to the existence of an Investor Support Office or other similar service, with mention of: a) the duties of the Office; b) the type of information provided by the office; c) the means of access to the Office; d) the company s Internet site; and e) the identity of the market relations representative Mota-Engil, SGPS, SA, is in permanent contact with investors and analysts through the Market Relations Division, which provides up-to-date information that is both relevant and reliable, besides providing clarification regarding the business of the Group, with a view to improving their knowledge and understanding of the Group. The Capital Market Relations Division, in articulation with the Corporate Planning & Control Division, regularly organises presentations for the financial community, communications on quarterly, half-yearly and annual results, as well as communications of importance to the market as and where seen to be necessary to disclose or clarify any event that could influence the evolution of the price of the shares in Mota-Engil, SGPS, SA. Additionally, when so requested, it provides clarification on the Group s activities, replying to questions placed by or by telephone. All the information divulged is available on the CMVM Internet page ( and on the Mota-Engil ( Internet page. The person responsible for the Market Relations Division is Luis Filipe Cardoso da Silva, whose contacts are: Luís Silva Edifício Mota Rua do Rego Lameiro, Porto Tel.: Fax: [email protected] The person responsible for the Market Relations Division is João Vermelho, whose contacts are: João Vermelho Rua Mário Dionísio, Linda-a-Velha Tel.: Fax: [email protected] Any investor or analyst may also contact the company through its Market Relations Representative Luís Silva, by addressed to [email protected].

214 212 PRESENTATION OF CONSOLIDATED FINANCIAL STATEMENTS 2011 III.17 Indication of the amount of annual remuneration paid to the auditor and to other natural or corporate persons belonging to the same network supported by the company and/or by corporate persons in a controlling or group relationship, and also details of the percentage in respect of the following services: a) legal audit of the accounts; b) other reliability assurance services; c) tax consultancy services; d) other services other than legal audit of the accounts. If the auditor provides any of the services described in indents c) and d), a description shall be provided of the means of safeguarding its independence. For the purpose of this information, the network concept is the one stemming from the European Commission Recommendation C (2002) 1873 of May 16. During 2011, the annual remuneration paid by MOTA-ENGIL, SGPS, SA, and by other companies in a controlling or group relationship to the Company s External Auditor (Deloitte & Associados, SROC, SA), including other entities belonging to the same network, amounted to 4,146,220, this payment having been broken down in respect of the provision of the following services: Nature of the Service Amount % Audit and legal review of the accounts 1,017,122 25% Other reliability assurance services 72,400 2% Tax consultancy 61,940 1% Other consultancy services 2,994,757 72% TOTAL 4,146, % The Other consulting services in the above table refer essentially to support services provided to Angola in the areas of equipment ( 1,683,000), Integration of Assets ( 444,000) and Purchasing ( 365,000). The tax consultancy services and other services are provided by specialists other than those involved in the audit process, and it its therefore considered that the auditor s independence is further heightened. In 2011, the fees paid by MOTA-ENGIL, in Portugal, to companies of the Deloitte network in Portugal account for less than 3% of Deloitte s total annual billing in Portugal. The External Auditor s quality system controls and monitors the potential risks of loss of independence or any conflicts of interest with MOTA-ENGIL. Additionally, a Letter of Independence is obtained from Deloitte in which it warrants compliance with the IFAC (International Federation of Accountants) international guidelines in the matter of auditor independence Additionally, the Board of Auditors receives each year, under Article 61-B of Decree-Law 487/99 of November 16,(as amended by Decree-Law 224/2008 of November 20), the auditor s declaration of independence, in which a description is provided of the services provided by it and by other entities of the same network, the respective fees paid and any threats to its independence, as well as measures to safeguard against them. All treats to the auditor s independence are assessed and discussed with it, as are the respective safeguard measures. The Board of Auditors performs an annual assessment of the external auditor and is responsible for monitoring its qualifications and its independence. Though no a specific or exclusive competence of the General meeting, there is nothing to prevent it from being called upon to express its opinion, if so called on by the Board of Auditors, regarding the dismissal of the external auditor in the event of due cause. In any case, to date, the Mota-Engil Board of Auditors has seen to reason to consider taking measures to dismiss with due cause an entity that has performed duties as the Company s external auditor.

215 03. REPORT ON CORPORATE GOVERNANCE PRACTICES 213 III.18 Reference to the external auditor s rotation period. Deloitte & Associados, SROC, SA, provides external auditing services to MOTA-ENGIL under provision of services contracts having a duration of 1 year as from In 2009, a new partner was appointed to orient or directly perform the said services (seven years after the previous replacement). MOTA-ENGIL has neither defined nor implemented any policy of rotation of the external auditor. The Board considers that the replacement of the partner responsible for auditing services every seven years (in accordance with the practice adopted by Deloitte either through Deloitte & Associates, SROC, SA, or through Deloitte s international network) in combination with the powers of the Supervisory Board, is sufficient to guarantee the independence of the external auditor. The continuation of the auditor is based on the specific opinion of the supervisory body, which expressly weighed the auditor s conditions of independence and the advantages and costs of its replacement. Declaration under Article 245.1(c) of the Securities Code Annexes Nos termos da alínea c) do nº 1 do Artigo 245º do Código dos Valores Mobiliários, os membros do Conselho de Administração declaram que, tanto quanto é do seu conhecimento, a informação constante deste relatório e contas foi elaborada em conformidade com as normas internacionais de relato financeiro ( IFRS ) tal como adoptadas pela União Europeia, dando uma imagem verdadeira e apropriada do activo e do passivo, da situação financeira e dos resultados da Mota-Engil, SGPS, SA e das empresas incluídas no perímetro de consolidação, e que o relatório de gestão expõe fielmente a evolução dos negócios, do desempenho e da posição da Mota-Engil, SGPS, SA e das empresas incluídas no perímetro de consolidação, e contém uma descrição dos principais riscos e incertezas com que se defrontam. Oporto, 12 de Março de 2012 Under Article (c) of the Securities Code, the members of the Board of Directors declare that, to the full extent of their knowledge, the information contained in this report and accounts has been drawn up in accordance with international financial reporting standards ( IFRS ) as adopted by the European Union, providing a true and fair image of the assets and liabilities, of the financial situation and of the results of Mota-Engil, SGPS, SA, and of the companies included in the consolidation perimeter, and that this management report faithfully sets out the evolution of the business, of the performance and of the position of Mota-Engil, SGPS, SA, and of the companies included in the consolidation perimeter, and that it contains a description of the main risks and uncertainties with which they are confronted. Oporto, March 12, 2012 António Manuel Queirós Vasconcelos da Mota Chairman of the Board of Directors Jorge Paulo Sacadura de Almeida Coelho Deputy-chairman of the Board of Directors and Chief Executive Officer Arnaldo José Nunes da Costa Figueiredo Deputy-chairman of the Board of Directors and Member of the Executive Committee Gonçalo Nuno Gomes de Andrade Moura Martins Deputy-chairman of the Board of Directors and Member of the Executive Committee (Chief Financial Officer)

216 214 PRESENTATION OF CONSOLIDATED FINANCIAL STATEMENTS 2011 Maria Manuela Queirós Vasconcelos Mota dos Santos Member of the Board of Directors Maria Teresa Queirós Vasconcelos Mota Neves da Costa Member of the Board of Directors Maria Paula Queirós Vasconcelos Mota de Meireles Member of the Board of Directors Ismael Antunes Hernandez Gaspar Member of the Board of Directors and Member of the Executive Committee Luís Filipe Cardoso da Silva Member of the Board of Directors Maria Isabel da Silva Ferreira Rodrigues Peres Member of the Board of Directors and Member of the Executive Committee Carlos António Vasconcelos Mota dos Santos Member of the Board of Directors and Member of the Executive Committee Pedro Manuel Teixeira Rocha Antelo Member of the Board of Directors Luís Valente de Oliveira Non-executive and independent member of the Board of Directors António Bernardo Aranha da Gama Lobo Xavier Non-executive and independent member of the Board of Directors António Manuel da Silva Vila Cova Non-executive and independent member of the Board of Directors Articles and 66.5(c) of the Companies Code Under the resolution approved at the General Meeting of 14 April 2011, Mota-Engil SGPS, SA purchased own shares from the stock market during 2011, broken down as follows: Date N. shares Average price (Euro/share) AMOUNT (EURO) 05/Set/ ,923 1,29 100,392,83 06/Set/ ,000 1,24 22,251,00

217 03. REPORT ON CORPORATE GOVERNANCE PRACTICES 215 As at December 31, 2011, Mota-Engil SGPS, SA held 11,101,379 treasury shares representing 5.42% of its issued capital. Holding shares in Managers / People closely related Date MOTA-ENGIL, SGPS, SA ALGOSI, SGPS, SA MGP, SGPS, SA António Manuel Queirós Vasconcelos da Mota and spouse Amount Price Buy / Sell Market / Off Market FM, SGPS, SA %, Amount % Amount % Amount % Opening balance 4,914, % 1, % 517, % 19, % 07/01/11 103,030 14/01/11 2, Buy Market 17/01/11 2, Buy Market 18/01/11 1, Buy Market 13/04/11 8, Buy Market 15/04/11 20, Buy Market 03/06/11 2, Buy Market 06/06/11 24, Buy Market 07/06/11 22, Buy Market 08/06/11 25, Buy Market 20/06/11 1, Buy Market 22/06/11 3, Buy Market 23/06/11 12, Buy Market 24/06/11 1, Buy Market 27/06/11 9, Buy Market 06/07/11 10, Buy Market 08/07/11 20, Buy Market 11/07/11 20, Buy Market 13/07/11 11, Buy Market 17/07/11 20, Buy Market 15/07/11 8, Buy Market 18/07/11 7, Buy Market 08/08/11 30, Buy Market 09/08/11 11, Buy Market 13/10/11-35,065 Closing balance 5,257, % 1, % 517, % 19, % Maria Manuela Queirós Vasconcelos Mota dos Santos and spouse Opening balance 3,665, % 1, % 427, % 10, % 12/09/11 10, Buy Bolsa Closing balance 3,675, % 1, % 427, % 10, % Maria Teresa Queirós Vasconcelos Mota Neves da Costa and spouse Opening balance 3,736, % 1, % 427, % 10, % 13/09/11 5, Buy Bolsa 30/09/11 5, Buy Bolsa Closing balance 3,746, % 1, % 427, % 10, % Maria Paula Queirós Vasconcelos Mota de Meireles and spouse Opening balance 3,943, % 1, % 427, % 10, % 04/01/11 5, Buy Bolsa

218 216 PRESENTATION OF CONSOLIDATED FINANCIAL STATEMENTS 2011 Holding shares in Managers / People closely related Date MOTA-ENGIL, SGPS, SA ALGOSI, SGPS, SA MGP, SGPS, SA Amount Price Buy / Sell Market / Off Market 07/01/11 10, Buy Market 11/01/11 10, Buy Market 17/01/11 10, Buy Market 08/02/11 5, Buy Market 22/02/11 5, Buy Market 21/04/11 10, Buy Market 27/04/11 10, Buy Market 03/06/11 21, Buy Market 06/06/11 40, Buy Market 07/06/11 15, Buy Market 06/07/11 2, Buy Market 07/07/11 4, Buy Market 08/07/11 10, Buy Market 12/07/11 18, Buy Market 13/07/11 2, Buy Market 14/07/11 3, Buy Market 15/07/11 8, Buy Market 09/08/11 8, Buy Market 16/08/11 60, Buy Market 12/09/11 10, Buy Market 14/09/11 10, Buy Market 23/09/11 10, Buy Market FM, SGPS, SA %, Amount % Amount % Amount % Closing balance 4,231, % 1, % 427, % 10, % Carlos António Vasconcelos Mota dos Santos Opening balance 5,300 12/09/11 14, Buy Market 14/09/11 10, Buy Market Closing balance 29, % Maria Inês Fonseca Vasconcelos Mota Sá Closing balance 33, % Luís Filipe Cardoso da Silva Closing balance 12, % Gonçalo Nuno Gomes de Andrade Moura Martins Closing balance 12, % Ismael Antunes Hernandez Gaspar Closing balance 1, % José Luís Catela Rangel de Lima Closing balance 1, % Alberto João Coraceiro de Castro Closing balance 2, %

219 03. REPORT ON CORPORATE GOVERNANCE PRACTICES 217 Holding shares in Managers / People closely related Date MOTA-ENGIL, SGPS, SA ALGOSI, SGPS, SA MGP, SGPS, SA Algosi Gestão de Participações Sociais, SGPS, SA Amount Price Buy / Sell Market / Off Market FM, SGPS, SA %, Amount % Amount % Amount % Opening balance 30,538, % F,M, Sociedade de controlo, SGPS, SA Closing balance 4,200, % Mota Gestão e Participações, SGPS, SA Opening balance 80,406, % 5, % 03/01/11 28, Buy Market 04/01/11 3, Buy Market 05/01/11 25, Buy Market 06/01/11 16, Buy Market 07/01/11 5, Buy Market 10/01/11 3, Buy Market 11/01/11 4, Buy Market 12/01/11 1, Buy Market 13/01/11 2, Buy Market 21/01/11 2, Buy Market 25/01/11 5, Buy Market 31/01/11 1, Buy Market 01/02/11 1, Buy Market 08/04/11 22, Buy Market 11/04/ Buy Market 18/04/11 13, Buy Market 26/04/11 5, Buy Market 31/05/11 52, Buy Market 01/06/11 37, Buy Market 03/06/11 4, Buy Market 23/06/11 22, Buy Market 27/06/11 9, Buy Market 28/06/11 40, Buy Market 29/06/11 32, Buy Market 30/06/11 15, Buy Market 01/07/11 20, Buy Market 04/07/ Buy Market 05/07/11 1, Buy Market 06/07/11 16, Buy Market 07/07/11 20, Buy Market 08/07/11 8, Buy Market 11/07/11 37, Buy Market 12/07/11 15, Buy Market 13/07/11 2, Buy Market 14/07/11 6, Buy Market 15/07/11 11, Buy Market 18/07/11 2, Buy Market 29/07/11 15, Buy Market 01/08/11 6, Buy Market 02/08/11 5, Buy Market 03/08/11 12, Buy Market 04/08/11 9, Buy Market

220 218 PRESENTATION OF CONSOLIDATED FINANCIAL STATEMENTS 2011 Holding shares in Managers / People closely related Date MOTA-ENGIL, SGPS, SA ALGOSI, SGPS, SA MGP, SGPS, SA Amount Price Buy / Sell Market / Off Market 05/08/11 16, Buy Market 08/08/11 5, Buy Market 09/08/11 152, Buy Market 10/08/11 50, Buy Market 11/08/11 67, Buy Market 12/08/11 3, Buy Market 18/08/11 1, Buy Market 19/08/11 14, Buy Market 26/08/11 1, Buy Market 29/08/11 4, Buy Market 02/09/11 13, Buy Market 05/09/11 11, Buy Market 22/09/11 40, Buy Market 23/09/11 188, Buy Market 26/09/11 2, Buy Market 03/10/11 122, Buy Market 04/10/11 86, Buy Market 05/10/11 4, Buy Market 10/6/ Buy Market 07/10/11 37, Buy Market 10/10/11 88, Buy Market 11/10/11 64, Buy Market 12/10/11 2, Buy Market 13/10/11 47, Buy Market 14/10/11 5, Buy Market 17/10/11 48, Buy Market 18/10/11 65, Buy Market 19/10/11 43, Buy Market 20/10/11 19, Buy Market 21/10/11 13, Buy Market 24/10/11 38, Buy Market 25/10/ Buy Market 26/10/11 60, Buy Market 27/10/11 34, Buy Market 31/10/11 21, Buy Market 01/11/11 225, Buy Market 02/11/11 32, Buy Market 03/11/11 12, Buy Market 04/11/11 376, Buy Market 07/11/11 478, Buy Market 08/11/11 41, Buy Market 09/11/11 106, Buy Market 10/11/11 42, Buy Market 11/11/11 237, Buy Market 14/11/11 13, Buy Market 15/11/11 33, Buy Market 16/11/11 6, Buy Market 17/11/11 78, Buy Market 18/11/11 8, Buy Market 21/11/11 7, Buy Market 22/11/11 10, Buy Market 23/11/11 377, Buy Market FM, SGPS, SA %, Amount % Amount % Amount %

221 03. REPORT ON CORPORATE GOVERNANCE PRACTICES 219 Holding shares in Managers / People closely related Date MOTA-ENGIL, SGPS, SA ALGOSI, SGPS, SA MGP, SGPS, SA Amount Price Buy / Sell Market / Off Market 24/11/11 72, Buy Market 25/11/11 29, Buy Market 28/11/11 3, Buy Market 30/11/11 9, Buy Market 01/12/ Buy Market 02/12/ Buy Market 13/12/11 104, Buy Market 14/12/11 140, Buy Market 15/12/11 25, Buy Market 16/12/11 24, Buy Market 19/12/11 6, Buy Market 20/12/11 49, Buy Market 21/12/11 53, Buy Market 22/12/11 7, Buy Market 23/12/11 192, Buy Market 29/12/11 4, Buy Market 30/12/11 84, Buy Market FM, SGPS, SA %, Amount % Amount % Amount % Closing balance 85,229, % 5, % Acquisitions of treasury shares during 2011 were carried out by the Group s Board of Directors which, in the belief that the capital market was undervaluing the Mota-Engil SGPS shares on those dates, decided to increase the treasury share portfolio that the Company already held, signalling to the capital market, by this means, too, the board of directors confidence in the future of the Group. These acquisitions had due regard at all times for the legal limits and they were also communicated to the market to the extent required by the regulations and in keeping with the deadlines established by the capital market regulator (CMVM).

222 220 PRESENTATION OF CONSOLIDATED FINANCIAL STATEMENTS 2011 Article 448 of the Companies Code In compliance with Article of the Companies Code, there follows a list of equityholders who, as of December 31, 2011, held at least 10%, 33% or 50% of the issued capital of Mota-Engil, SGPS, SA: Equityholder N. of shares % issued capital Mota Gestão e Participações, SGPS, SA 85,229, % Algosi Gestão de Participações Sociais, SGPS, SA (1) 30,538, % (1) Mota Gestão e Participações, SGPS, SA holds 51% of the issued capital of Algosi Gestão de Participações Sociais, SGPS, SA. During 2011 no shareholder relinquished its equityholdings as stated above. Decree-Law 411/91, of October 17 Under the terms and for the purposes of Article 21 of Decree-Law 411/91 of October 17, it is hereby declared that the Mota-Engil Group has no past-due debt to Social Security. Article 66.5(g) of the Companies Code The Mota-Engil Group has branches in the following countries: Company Mota-Engil, Engenharia e Construção, SA Ferrovias e Construções, SA Companhia Portuguesa de Trabalhos Portuários e Construções, SA Mota-Engil, Ambiente e Serviços, SGPS, SA Tránsitos de Extremadura, SL Vibeiras Sociedade Comercial de Plantas, SA MESP Central Europe Sp. z.o.o. Country Angola Cape Verde Chad Colombia Slovakia Spain USA Hungary Ireland Malawi Mozambique Peru Poland Romania Czech Republic Algeria Cape Verde Ireland Lithuania Morocco Slovakia Hungary Czech Republic

223 03. REPORT ON CORPORATE GOVERNANCE PRACTICES 221 Qualified holdings In compliance with Article 2.4 of CMVM Regulation 5/2008, there follows a list of holders of qualified holdings, stating the number of shares held and the corresponding percentage of voting rights, calculated in accordance with Article 20 of the Security Code, as at December 31, 2011: Equityholder N. of shares % issued Mota Gestão e Participações, SGPS, SA 85,229, % Algosi Gestão de Participações Sociais, SGPS, SA 30,538, % António Manuel Queirós Vasconcelos da Mota 5,257, % Maria Manuela Queirós Vasconcelos Mota dos Santos 3,675, % Maria Teresa Queirós Vasconcelos Mota Neves da Costa 3,746, % Maria Paula Queirós Vasconcelos Mota de Meireles 4,231, % Carlos António Vasconcelos Mota dos Santos 29, % Attributable to F.M. Sociedade de Controlo, SGPS, SA (1) 132,707, % Kendall II, SA 9,472, % Investment Opportunities, SA 620, % Banco Privado Português, SA 271, % Attributable to Privado Holding SGPS, SA 10,364, % QMC Development Capital Fund Plc 4,190, % Attributable to Nmás 1 Agencia de Valores SA 4,190, % (1) The company FM Sociedade de Controlo, SGPS, SA is owned 100% by: António Manuel Queirós Vasconcelos da Mota (38.23%), Maria Manuela Queirós Vasconcelos Mota dos Santos (20.59%), Maria Teresa Queirós Vasconcelos Mota Neves da Costa (20.59%) and Maria Paula Queirós Vasconcelos Mota de Meireles (20.59%).

224 IN EACH INNOVATION, A SHARED STRATEGY. Aware of the fact that companies have to adapt to the demands of a changing world and that only the most innovative will succeed, we pay special attention to the qualification of our teams and to the promotion of technological potential. This is the only way we can create dynamic and progressive working communities, able to calmly face future challenges. This is our strength.

225 04 AUDIT REPORT

226 224 PRESENTATION OF CONSOLIDATED FINANCIAL STATEMENTS 2011 AUDITORS REPORT CONSOLIDATED FINANCIAL STATEMENTS (translation of a report originally issued in Portuguese) Introduction 1. In compliance with article nº245 of the Securities Market Code, we hereby present our Auditors Report on the consolidated financial information contained in the Board of Directors Report and on the accompanying consolidated financial statements for the year ended 31 December 2011 of Mota-Engil, S.G.P.S., S.A. and subsidiaries ( the Company ), which comprise the consolidated Statement of the Financial Position as of 31 December 2011, that presents a total of 3,524,296,928 Euros and shareholders equity of 414,824,586 Euros, including a net consolidated profit of 33,432,054 Euros, the consolidated statements of results and comprehensive income, of changes in equity and of cash flows for the year then ended and the corresponding notes. Responsibilities 2. The Company s Board of Directors is responsible for: (i) the preparation of consolidated financial statements that present a true and fair view of the financial position of the Company and of the group of companies included in the consolidation, the consolidated results and comprehensive income of their operations, the consolidated changes in its equity and their consolidated cash flows; (ii) the preparation of historical financial information in accordance with the International Financial Reporting Standards as adopted by the European Union, and that is complete, true, upto-date, clear, objective and licit, as required by the Securities Market Code; (iii) adopting adequate accounting principles and criteria and the maintenance of appropriate internal control systems; and (iv) informing on any significant facts that have influenced its operations and the operations of the group of companies included in the consolidation, their financial position, their results or their comprehensive income. 3. Our responsibility is to verify the financial information included in the documents of account referred to above, namely if, in all material respects, the information is complete, true, up-to-date, clear, objective and licit, as required by the Securities Market Code, and issuing a professional and independent report on that financial information based on our examination. Scope 4. Our examination was performed in accordance with the Technical Review/Audit Standards ( Normas Técnicas e as Directrizes de Revisão/Auditoria ) issued by the Portuguese Institute of Statutory Auditors ( Ordem dos Revisores Oficiais de Contas ), which require that the examination be planned and performed with the objective of obtaining reasonable assurance about whether the consolidated financial statements are free of material misstatement. An examination includes verifying, on a sample basis, evidence supporting the amounts and disclosures in the financial statements and assessing the estimates, based on judgements and criteria defined by the Company s Board of Directors, used in their preparation. An examination also includes: the verification of the consolidation procedures used, the application of the equity method, as well as verifying that the financial statements of the companies included in the consolidation have been appropriately examined; assessing the adequacy of the accounting principles used and their uniform application and disclosure, taking into consideration the circumstances; the verification of the applicability of the going concern concept; the adequacy of the overall presentation of the consolidated financial statements; and assessment that, in all material respects, the information is complete, true, up-to-date, clear, objective and licit. Our examination also comprises verifying that the consolidated financial information contained in the Board of Directors Report is in accordance with the other consolidated documents of account, as well to perform the verifications established in nº4 and nº5 of the article 451º of the Securities Market Code. We believe that our examination provides a reasonable basis for expressing our opinion.

227 04. AUDIT REPORT 225 Page 2 of 2 Opinion 5. In our opinion, the consolidated financial statements referred to in paragraph 1 above, present fairly, in all material respects, the consolidated financial position of Mota-Engil, S.G.P.S., S.A. and subsidiaries as of 31 December 2011, the consolidated results and comprehensive income of its operations, the consolidated changes in its equity and their consolidated cash flows for the year then ended, in accordance with the International Financial Reporting Standards as adopted by the European Union, and the information contained therein is, in terms of the definitions included in the technical standards and review recommendations referred to in paragraph 4 above, complete, true, up-to-date, clear, objective and licit. Report on other legal requirements 6. It is also our opinion that the financial information included in the Board of Directors Report is in accordance with the consolidated financial statements of the year and that the Corporate Governance Report includes the information required to the Company, as established by the Article 245º- A of the Securities Market Code. Porto, 13 March 2012 Deloitte & Associados, SROC S.A. Represented by Jorge Manuel Araújo de Beja Neves

228 226 PRESENTATION OF CONSOLIDATED FINANCIAL STATEMENTS 2011 ANTÓNIO MAGALHÃES & CARLOS SANTOS Sociedade de Revisores Oficiais de Contas Inscrita na Lista dos Revisores Oficiais de Contas sob o nº53 Registada na CMVM com o nº.1975 Contribuinte nº LEGAL CERTIFICATION OF CONSOLIDATED ACCOUNTS (TRANSLATION OF A REPORT ORIGINALLY ISSUED IN PORTUGUESE) INTRODUCTION 1. We have audited the consolidated financial statements of MOTA ENGIL, SGPS, S.A. and subsidiaries (Group), which include the Consolidated Statement of Financial Position at the 31 st December 2011, (which evidences a total of Euro and a total equity of Euro , including a consolidated net profit of Euro ), the Consolidated Statements of Profit and Loss and of Comprehensive Income, of Changes in Equity and of Cash Flow for the financial year finished at that date and the corresponding Notes. RESPONSABILITIES 2. The Company s Board of Directors is responsible for the preparation of consolidated financial statements which disclose a true and suitable view of the group of companies included in the consolidation financial position, the consolidated results and the consolidated comprehensive income of its operations, the consolidated changes in equity and the consolidated cash flows, as well as the utilization of adequate methods and polices of accounting for that purpose, and the maintenance of an appropriate internal control system. 3. Our responsibility consists of expressing a professional and independent opinion based in our examination of those consolidated financial statements. SCOPE 4. Our examination was performed in accordance with the Technical Standards and Guidelines issued by the Ordem dos Revisores Oficiais de Contas (Portuguese Institute of Statutory Auditors), which require a planned and executed examination in order to obtain an acceptable reliance degree on if the consolidated financial statements are exempt from significant deviations. So, the aforesaid examination included: - the verification if the financial statements of the group of companies included in the consolidation were properly examined and if not, on the relevant cases, the verification, in a sampling basis, of the support of the amounts and the disclosure, in them contained, and the evaluation of the estimates, based on judgments and methods defined by the Company s Board of Directors, used in their preparation; - the verification of the consolidation operations and the application of the equity method; - the appreciation of the adequacy of the adopted accounting policies, their uniform application and their disclosure, taking into account the circumstances. - the verification of the applicability of the going concern concept; and - the appreciation of being adequate, on the whole, the consolidated financial statements presentation. Page 1 of 2 Rua do Campo Alegre, 606 2º-Salas 201/ Porto Telefones: (08) Fax: [email protected]

229 04. AUDIT REPORT 227 ANTÓNIO MAGALHÃES & CARLOS SANTOS Sociedade de Revisores Oficiais de Contas Inscrita na Lista dos Revisores Oficiais de Contas sob o nº53 Registada na CMVM com o nº.1975 Contribuinte nº Our examination also includes verifying that the financial information included in the consolidated Management Report is consistent with the consolidated financial statements mentioned above, as well as with the verifications required by the numbers 4 and 5 of the Article 451º of Código das Sociedades Comerciais (Portuguese Companies Code). 6. We understand that the performed examination allows an acceptable basis for the expression of our opinion. OPINION 7. In our opinion, the mentioned consolidated financial statements present in a true and appropriate manner, in all relevant aspects, the consolidated financial position of MOTA-ENGIL, SGPS, S.A. and subsidiaries, on the 31 st of December 2011, the consolidated results and the comprehensive income of its operations, the consolidated changes in equity and the consolidated cash flows for the year then ended, in conformity with International Financial Reporting Standards as adopted by the European Union. REPORT ON OTHER LEGAL REQUIREMENTS 8. It is also our opinion that the consolidated financial information included in the consolidated Management report is consistent with the consolidated financial statements and that the Corporate Governance Report includes the information required by the Article 245º-A of Código dos Valores Mobiliários (Securities Market Code). Porto, 13 th March 2012 António Magalhães & Carlos Santos - SROC, Statutory Auditors Company, represented by Carlos Alberto Freitas dos Santos Statutory Auditor nº 177 Page 2 of 2 Rua do Campo Alegre, 606 2º-Salas 201/ Porto Telefones: (08) Fax: [email protected]

230 228 PRESENTATION OF CONSOLIDATED FINANCIAL STATEMENTS 2011 REPORT AND OPINION OF THE STATUTORY AUDIT BOARD (Translation of a report originally issued in Portuguese) To the shareholders of MOTA-ENGIL, SGPS, S.A., In compliance with legal and statutory obligations, the Statutory Audit Board of MOTA-ENGIL, SGPS, S.A., presents the report of its activities during 2011, as well as the opinion on the consolidated financial information file, which includes the management report and consolidated financial statements presented by the Company s Board of Directors. The Statutory Audit Board met regularly, accompanying the evolution of the GROUP, namely through meetings with the Board of Directors and its members and with the technical staff, from whom received the required information. Additionally, the Statutory Audit Board followed the activity of the Statutory Auditors Company. This allowed the collection of some additional elements that were useful to the accomplishment of the audit task. As duly communicated to the authorities, during the financial year 2011 the composition of the Statutory Audit Board has changed. The member Pedro Manuel Seara Cardoso Pérez was replaced by Horácio Fernando Reis e Sá. Culminating its normal activity with the purpose of preparing this opinion, the Statutory Audit Board studied the above-mentioned documents, the Statutory Auditors Report of Consolidated Accounts issued by the Statutory Auditors Company, and the Auditors Report issued by the external Auditors Company registered in the Securities Market Commission.

231 04. AUDIT REPORT 229 For the purposes of Article c) of the Securities Code, members of the Statutory Audit Board declare that, as far as they are aware, the 2011 Consolidated Report & Accounts was drawn up in accordance with the relevant accounting rules, and provide a true and fair view of the assets and liabilities, financial affairs and profit or loss of MOTA-ENGIL, SGPS, SA and other companies included in the consolidated accounts, and that the management report contains a faithful account of the business, performance and position of the said company and other companies included in the consolidated accounts, describing the main risks and uncertainties which they face. Consequently, the Statutory Auditor Board considers the consolidated financial information file presented by the Company s Board of Directors worth of approval. Porto, 13 rd March of 2012 The Statutory Audit Board Alberto João Coraceiro de Castro José Rodrigues de Jesus Horácio Fernando Reis e Sá

232 230 PRESENTATION OF CONSOLIDATED FINANCIAL STATEMENTS 2011 Minutes no. 38 On the seventeenth of April, two thousand and twelve, at 17:00, the shareholders of the public limited company called MOTA-ENGIL, SGPS, S.A., a publicly traded company with registered office at Rua do Rego Lameiro, no. 38, Parish of Campanhã, Municipality of Oporto with share capital of two hundred and four million, six hundred and thirty-five thousand, six hundred and ninety-five euros ( 204,635,695.00), represented by ordinary shares with face value of one euro each, registered at the Oporto Registry of Companies under corporate body number five hundred and two million, three hundred and ninety-nine thousand, six hundred and ninety-four ( ), held a General Shareholder's Meeting at Casa de Serralves, at Rua de Serralves, number 999, Parish of Lordelo do Ouro, Municipality of Oporto, as convened on the site for Corporate Events not subject to Company Registry, on the twenty second of March, two thousand and twelve and published on the same day on the Company site on the Securities Market Commission site, with the following proposed Agenda: Item One: To assess, discuss and approve the Management Report, the Balance Sheet, the Profit and Loss Accounts, the Statement of Changes in Equity, the Cash Flow Statement and the annex to the Balance Sheet, to the Profit and Loss Accounts, to the Statement of Changes in Equity and to the Cash Flow Statement, for financial year 2011, presented by the Board of Directors, as well as the Audit Report and Statutory Auditor s Report, in light of article 376 of the Commercial Companies Code Item Two: To discuss and decide on the Proposal of Net Profit Application, in light of article 376 of the Commercial Companies Code Item Three: To assess the Report on Corporate Governance practices Item Four: To be assessed by the Board of Directors and Supervisory Board, in light of article 376, no. 1, subparagraph c) and article 455 of the Commercial Companies Code Item Five: To discuss and decide on the approval of the Remuneration Committee declaration on the remuneration policy of members of the Board of Directors and of the Supervisory Board

233 04. AUDIT REPORT 231 Item Six: To assess, discuss and approve the Consolidated Management Report, the Consolidated Statement of Financial Position, the Separate Consolidated Income Statement, the Statement of Comprehensive Income, the Consolidated Statement of Changes to Equity, the Consolidated Cash Flow Statement and the Notes to the Consolidated Financial Statements for financial year 2011, presented by the Board of Directors as well as the Consolidated Audit Report and the Statutory Auditor s Report, in light of article 508-A of the Commercial Companies Code Item Seven: To discuss and approve, pursuant to paragraph four of Article 393 of the Companies Code, on the ratification of the cooptation effected by the Board of Directors at its meeting on 24th February 2012, of two new members for said Board, namely: Antonio Carlos Vasconcelos Mota dos Santos and Pedro Manuel Teixeira Rocha Antelo, which assumed the functions of Member of said Board of Directors Item Eight: To discuss and approve, pursuant to paragraph nine of article eleven of the social contract on establishing the amount of collateral to be provided by members of the Board of Directors whose co-optation will be ratified as to Item Eight of this Agenda Item Nine: To discuss and decide on the acquisition and trading of shares by the Company, as well as to mandate the Board of Directors to carry out the deliberations taken within the scope of this Item of the Agenda Item Ten: To discuss and approve the debenture loan, up to 400,000, (four hundred million euros) Item Eleven: To discuss and decide, in accordance with paragraph. 3 of Article 350 of the Companies Code, on the authorization to be granted to the Board of Directors, within the framework of the decision to be taken as the previous point on this Agenda, to issue one or more series of bonds The Chairman of the General Assembly, Luís Neiva Santos aided by the Secretary, Rodrigo Neiva Santos, presided the meeting At the beginning of the meeting and before the work commenced, the Chairman of the General Meeting requested that the Secretary organise a list of the Shareholders present and of those adequately represented at the Meeting, pursuant to article 382 of the Commercial Companies Code Having organised and signed the referred attendance list, it was noted that holders of (one hundred and thirty-eight million, four hundred and ten

234 232 PRESENTATION OF CONSOLIDATED FINANCIAL STATEMENTS 2011 thousand, six hundred and twenty-three) shares, representing 67.64% of the share capital and 71.52% of total voting rights The Company Secretary, the members of the Supervisory Board, the Statutory Auditor, the External Auditor as well as most of the members of the Board of Directors, as expressed in the mentioned Attendance List, were present The Chairman of the General Meeting then declared that the due conditions for the meeting and for deliberations to be taken were met, in accordance with paragraph two of article twenty-three (article 23, paragraph 2) of the Social Contract, requesting then that said attendance list be attached to these Minutes Having started the session, the Chairman of the General Meeting greeted the Shareholders present and those duly represented as well as the members of the various governing bodies and read out the Agenda in full. He then informed that the Management Report, the Balance Sheet, the Profit and Loss Accounts, the Statement of Changes to Equity, the Cash Flow Statement and the annex to the Balance Sheet, to the Profit and Loss Accounts, to the Statement of Changes to Equity and to the Cash Flow Statement presented by the Board of Directors as well as the Audit Report and Statutory Auditor s Report, all the documents pertaining to financial year 2011 were submitted to the General Meeting Having approached Item One on the Agenda, the Chairman of the General Meeting noted that, as to this Point of the Agenda a proposal had been submitted by the Board of Directors, with the following content: ITEM ONE ON THE AGENDA: The Board of Directors proposes to the Shareholders: To assess, discuss and approve the Management Report, the Balance Sheet, the Profit and Loss Accounts, the Statement of Changes in Equity, the Cash Flow Statement and the annex to the Balance Sheet, to the Profit and Loss Accounts, to the Statement of Changes in Equity and to the Cash Flow Statement, for financial year 2011, presented by the Board of Directors, as well as the Audit Report and Statutory Auditor s Report, in light of article 376 of the Commercial Companies Code Oporto, 20 th March 2012 (The Board of Directors of Mota-Engil, S.G.P.S., S.A.)

235 04. AUDIT REPORT 233 Having read the above proposal, the Chairman of the General Meeting asked if anyone wished to speak (.) Since no one else wished to speak, the President of the General Meeting then put to the vote, in general and specific, all documents of Individual Accounts, within the scope of Item One on the Agenda Once the votes were counted it was noted that said documents were unanimously approved by the shareholders present and by those duly represented, holders of (one hundred and thirty-eight million, two hundred and ninety-two thousand and twenty-three), representing 99.91% of the votes issued at this General Meeting (of which 67.58% correspond to share capital and 71.46% of total voting rights) and with the votes against of the professional shareholder The Bank Of New York Melon (School Employees Retirement System of Ohio), holder of shares, representing 0.09% of the votes issued at this General Meeting (of which % correspond to share capital and % of total voting rights) Then, the Chairman of the General Meeting declared the discussion open as to Item Two on the Agenda, and referred that as pertains this item there was a proposal presented by the Board of Directors, which reads as follows: Proposal of Net Profit Application The MOTA-ENGIL, SGPS, SA Board of Directors proposed to the Annual General Meeting, the following allocation of Net Profit to the value of Euro 40, : ---- a) For legal reserve, 5% corresponding to 2,014,615 euros and 40 cents; b) To distribute to the Board of Directors, pursuant to article 27, no.3 of the Statutes, Euro 700,000, corresponding to around 1.74%; c) To distribute to shareholders, 11 cents per share, subject to tax, the total value of 22,509,926 euros and 45 cents; d) For free reserves, the remainder, to the value of 15,067,766 euros and 15 cents. Oporto, 12th March After reading the proposal the Chairman of the General Meeting asked if anyone present wished to speak Since no-one wished to speak Item Two on the Agenda was immediately put to the vote and the votes were counted. It was noted that the proposal for net profit application was unanimously approved by the shareholders present and by those

236 234 PRESENTATION OF CONSOLIDATED FINANCIAL STATEMENTS 2011 duly represented, holding (one hundred and thirty-eight million, four hundred and ten thousand, six hundred and twenty-three) shares, representing 67.64% of the share capital and 71,52% of the voting rights) Having approached Item Three on the Agenda, the Chairman of the General Meeting said that the Board of Directors had also presented a proposal concerning this item, which reads as follows: ITEM THREE ON THE AGENDA: To assess the Report on Corporate Governance practices The Board of Directors proposes to the Shareholders to assess the Report pertaining to Corporate Governance practices prepared by this Board Oporto, 20th March (The Board of Directors of Mota-Engil, S.G.P.S., S.A.) The Chairman of the General Meeting asked if anyone present wished to speak and as no one wished to do so the Chairman of the General Meeting put the proposal presented by the Board of Directors as to this Item on the Agenda to the vote. It was unanimously approved by the shareholders present and those duly represented, holding (one hundred and thirty-eight million, ten thousand, six hundred and twenty-three) shares, representing 67.44% of share capital and 71.31% of all voting rights, with HSBC BANK PLC (Customer West Yorkshire Pension Fund) the professional shareholder abstaining, holder of shares, representing % of the share capital and 0,20668% of total voting rights Having approached Item Four on the Agenda pertaining to the general assessment of the Board and of the Supervisory Board, pursuant to articles 376, paragraph 1, subparagraph c) and 455 of the Commercial Companies Code the Chairman of the General Meeting read the proposal presented at this Meeting, signed by shareholder Luís Gonzaga Braga de Madureira, which read as follows: ---- Chairman of the General Meeting of Mota-Engil, SGPS, SA, - It is of high importance to discuss Item 4 on the Agenda, because we - shareholders are given the opportunity to express our judgment regarding the business performance during the year under review, of the Governing Bodies, entrusted with the mission of managing well, safeguarding and improving the broad economic and financial interests of our Group

237 04. AUDIT REPORT 235 We welcome the results achieved in all areas of activity in which the Group is strongly committed, including the international expansion that has grown, increasingly, with tenacity and vision of the future, but also with consideration, prudence and wisdom. It would be difficult to do more and better in this period of widespread crisis in which we live The law is called upon to intervene in these cases and therefore I take this opportunity to, in compliance with the law enforced in art. 376, paragraph 1, subparagraph c) and art. 455 of the Commercial Companies Code, request that the performance of the Board and Supervisory Board be assessed for the year 2011, and for which I address the following: PROPOSAL: ) To express our sincere appreciation for the way in which Group business was carried out during 2011; ) That special attention is given to the ongoing concern and effort to maintain the community of about 20,000 employees always active, cohesive and confident and that the security of our future and of our families lies within the Group; ) To express a vote of confidence and well deserved praise to the Board of Directors and Supervisory Board as well as to each of its members, individually, for their splendid work, which greatly contributed toward sustainability, progress, respect and prestige, which distinguish our Group. - Oporto, 17th April The above proposal was put on the table for discussion but as no shareholder wished to speak it was submitted to voting and was unanimously approved by the shareholders present and those duly represented, holding (one hundred and thirty-eight million, four hundred and ten thousand, six hundred and twenty-three) shares, representing 67.64% of the share capital and 71.52% of total voting rights We immediately went onto Item Five on the Agenda and the Chairman of the General Meeting informed that the Remuneration Committee had presented a proposal concerning this item on the Agenda, which reads as follows: ITEM FIVE ON THE AGENDA To discuss and decide on the approval of the declaration submitted by the

238 236 PRESENTATION OF CONSOLIDATED FINANCIAL STATEMENTS 2011 Remuneration Committee on the remuneration policy of the Board and Supervisory Board members The Remuneration Committee proposes to the Shareholders to approve the statement concerning the remuneration policy of the members of the Board and Supervisory Board. Said statement is attached to this Proposal Oporto, 20th March (The Mota-Engil, S.G.P.S., S.A. Remuneration Committee) Regarding the statement of the Remuneration Committee, the Chairman of the General Meeting read out the conclusions (termed Concrete Options ) included in Item Four of the statement and which reads as follows: st The remuneration of the Executive members as well as of the nonindependent, non-executive members of the Board of Directors shall include a fixed portion and a variable portion nd The remuneration of independent, non-executive members of the Supervisory Board and members of the General Meeting will only include a fixed portion rd The fixed portion of the remuneration of members of the Board of Directors carrying out executive functions as well as of non-independent, non-executive members shall consist of a monthly value paid fourteen times a year th A monthly amount for the fixed portion of the remuneration of the members of the Board of Directors will be stipulated for all members of the Executive Committee and for all those who, in spite of not belonging to the committee, are not considered independent th A value stipulated in advance for each participation in a meeting for members of the Board of Directors shall be decided by those considered independent and carrying out essentially non-executive functions th The fixed remunerations of the members of the Supervisory Board and of the General Meeting shall consist of a fixed value paid twelve times a year th The process of assigning variable remunerations to Executive members of the Board of Directors shall follow the criteria proposed by the Remuneration Committee, taking into account the assessment of performance, the hierarchical position, long-term company performance criteria and real growth of the company and of the chosen performance variables th When stipulating all remunerations, including the distribution of the overall value of the variable value of the members of the Board of Directors, the assigned

239 04. AUDIT REPORT 237 general principles shall be observed: functions carried out, company situation and market criteria Having read the mentioned document and as no one wished to speak, the Chairman of the General Meeting submitted the proposal of the Remuneration Committee concerning this Item of the Agenda to voting. The votes were counted and the proposal was approved by an absolute majority of the shareholders present and duly represented, holding (one hundred and thirty-eight million, ten thousand, six hundred and twenty-three) shares, representing 99.71% of the votes cast at the General Meeting (corresponding to 67.44% of the social capital and 71.31% of total voting rights), and the votes against by professional shareholder HSBC BANK PLC (Customer West Yorkshire Pension Fund), holding shares, representing 0.29% of the votes cast at this General Meeting (corresponding to % of the share capital and % of the total voting rights) Passing onto Item Six on the Agenda, the Chairman of the General Meeting informed that the Consolidated Management Report, the Consolidated Statement of Financial Position, the Separate Consolidated Income Statement, the Statement of Comprehensive Income, the Consolidated Statement of Changes to Equity, the Consolidated Cash Flow Statement and the Notes to the Consolidated Financial Statements, were presented by the Board of Directors as well as the Consolidated Audit Report and the Statutory Auditor s Report, pursuant to article 508-A of the Companies Code for financial year The Chairman of the General Meeting also noted that as pertains this item on the agenda the Board of Directors had submitted a proposal with the following content: ITEM SIX ON THE AGENDA: The Board of Directors proposes to the Shareholders: To assess, discuss and vote on the Consolidated Management Report, the Consolidated Statement of Financial Position, the Separate Consolidated Income Statement, the Statement of Comprehensive Income, the Consolidated Statement of Changes to Equity, the Consolidated Cash Flow Statement and the Notes to the Consolidated Financial Statements, were presented by the Board of Directors as well as the Consolidated Audit Report and the Statutory Auditor s Report, pursuant to article 508-A of the Companies Code for financial year Oporto, 20th March (The Board of Directors of Mota-Engil, S.G.P.S., S.A.)

240 238 PRESENTATION OF CONSOLIDATED FINANCIAL STATEMENTS 2011 Then, the Chairman of the General Meeting asked whether anyone present wished to speak and as no-one wished to do so he put all documents regarding the Consolidated Accounts within the scope of Item Six on the Agenda, to the vote. --- Once the votes were counted it was noted that the documents were unanimously approved by the shareholders present and duly represented, holding (one hundred and thirty-eight million, two hundred and ninety-eight thousand and twenty-three) shares, representing 99.91% of the votes cast at this General Meeting (corresponding to 67.58% of the share capital and 71.46% of the total voting rights), with the votes against of the professional shareholder The Bank Of New York Melon (School Employees Retirement System of Ohio), holding shares, representing 0.09% of the votes cast at this General Meeting (corresponding to % of the share capital and % of total voting rights) Passing onto Item Seven on the Agenda, the Chairman of the General Meeting read the proposal presented by the Board of Directors regarding this Item, which reads as follows: ITEM SEVEN ON THE AGENDA: To discuss and approve, pursuant to paragraph four of Article 393 of the Companies Code, on the ratification of the co-optation effected by the Board of Directors at its meeting on 24th February 2012, of two new members for said Board, namely: Antonio Carlos Vasconcelos Mota dos Santos and Pedro Manuel Teixeira Rocha Antelo, which assumed the functions of Member of said Board of Directors The Board of Directors proposes to the Shareholders: That, pursuant to paragraph four of Article 397 of the Companies Code, the cooptations made by the Board of Directors of the Company at its meeting of February 24, 2012, of the Members of the Board of Directors, António Carlos Vasconcelos Mota dos Santos and Pedro Manuel Teixeira Rocha Antelo be ratified.-- Oporto, 20th March The Board of Directors of Mota-Engil, S.G.P.S., S.A.) Having read, the Chairman of the General Assembly asked those present if anyone wished to speak on this item, the Chairman of the Board of Directors of the Company expressed his wish to do so (.)

241 04. AUDIT REPORT 239 As no-one else wished to do so, the Chairman of the General Meeting put the proposal presented by the Board of Directors as to this Item on the Agenda to the vote and approved by most of the shareholders present and duly represented, holding shares (one hundred and thirty-four million, one hundred and sixty-eight thousand, eight hundred and fourteen) representing 97.22% of the votes cast at this General Meeting (corresponding to 65.56% of the share capital and 69.33% of total voting rights) the professional shareholder HSBC BANK PLC (West Yorkshire Pension Fund Customer), holding shares, representing % of the share capital and % of total voting rights, abstained, and the votes against by the professional shareholders: - STATE STREET BANK AND TRUST COMPANY (Customer Maryland State Retirement & Pension System, holding shares; Customer California State Teachers Retirement System, holding shares; Customer Public Employees Retirement System Of Ohio, holding shares, Customer The Glenmad Fundinc Philadelphia International Small Cap Fund, holder of 700 shares); JP MORGAN BANK IRELAND PLC (VANGUARD INVESTMENT SERIES PLC Customer, holder of shares); STATE STREET BANK TRUST CO. (Customer Ishares MSCI EAFE Small Cap Index Fund, holder of shares; Customer Ishares FTSE Developed Small Cap EX North America Index Fund, holder of shares; Customer Blackrock Institutional Trust Company, NA.A Investments Funds for Employee Benefit Trusts, holding shares; Customer Blackrock MSCI EMU IMI INDEX FUND B, holding shares; Customer Blackrock MSCI EAFE SMALL CAP EQUITY INDEX FUND B, holding shares; Customer Connecticut General Life Insurance Company, holding 761 shares); BROWN BROTHERS HARRIMAN Y CO. (Customer Vanguard FTSE All- World Ex-US Small Cap Index Fund, holding shares); JPMORGAN CHASE BANK NA (Customer Blackrock Indexed All Country Equity Fund, holding 921 shares; Customer JP Morgan European Investment Trust PLC, holding shares; Customer Stichting Shell Pensioenfonds Bogaardplein, holding shares; Customer Goldman Sachs Trust Goldman Sachs Structured International Small Cap Fund, holding shares; Customer Norges Bank Central Bank of Norway, holding shares; Customer Vanguard Total International Stock Index Fund, holding shares; Customer

242 240 PRESENTATION OF CONSOLIDATED FINANCIAL STATEMENTS 2011 Government of Norway, holding shares; Customer Shell Pensions Trust Limited as Trustee of Shell Contributory Pension Fund, holding shares; Customer Shell Trust (Bermuda) LTD as Trustee of Shell Overseas Contributory Pension Fund, holding shares); JP MORGAN BANK LUXEMBOURG SA (Customer JP Morgan Funds European Bank and Business Center, holding shares, Customer JP Morgan Investment Funds, holding shares); THE BANK OF NEW YORK MELON (Customer School Employees Retirement System of Ohio, holding shares; Customer Treasurer of The State of No Equityinvestment Poolded Trust, holding shares; Customer Rogerscasey Target Solutions LLC, holding shares; Customer Indiana Public Employees Retirement Fund, holding shares; Wisdomtree DEFA Fund, holding shares; Wisdomtree DEFA Equity Incom Fund, holding shares; Customer Wisdomtree Europe SmallCap Dividends Fund, holding shares; Customer Wisdomtree International SmallCap Dividends Fund, holding shares; Customer Wisdomtree International Edgee Equity Fund, holding shares); GOLDMAN SACHS INTERNATIONAL (Customer GSI EQ Security Client Segregat, holding shares) Said shareholders who voted against this resolution, hold, in its entirety, 3,841,809 (three million eight hundred forty-one thousand eight hundred and nine) shares, representing 2.78% of the votes cast at this General Meeting (corresponding to 1.88% of share capital and 1.99% of total voting rights). We went onto Item Eight on the Agenda and the Chairman of the General Meeting read the proposal presented by shareholder Mota Gestão e Participações Sociedade Gestora de Participações Sociais, S.A.: ITEM EIGHT ON THE AGENDA: PROPOSAL To discuss and approve, pursuant to paragraph nine of article eleven of the social contract on the stipulation of the amount of collateral to be provided by members of the Board whose co-optation will be ratified as the previous point on this agenda. The Shareholder Mota Gestão e Participações Sociedade Gestora de Participações Sociais, S.A PROPOSES

243 04. AUDIT REPORT 241 That, pursuant to paragraph 9 of Article 11 of the social contract and, also, pursuant to paragraph 1 of Article 396 of the Companies Code, the members of the Board of Directors elected by co-optation, which was ratified as to Item Seven of this Agenda, shall pay a deposit for the amount legally established, or alternatively, replace said deposit by an insurance contract in favour of the company Oporto, 20th March The Shareholder, (Mota Gestão e Participações - Sociedade Gestora de Participações Sociais, S.A.) - Having read the Proposal, the Chairman of the General Meeting asked if anyone present wished to speak and as no one wished to do so he put said proposal to the vote Having counted all the votes it was noted that the proposal was approved by most of the shareholders present and duly represented, holding shares (one hundred and thirty-three million nine hundred and ninety-six five hundred and seven) shares, representing 97.52% of the votes cast at this General Meeting (corresponding to 65.48% of the share capital and 69.24% of total voting rights) and the following professional shareholders abstained: STATE STREET BANK AND TRUST COMPANY (Customer College Retirement Equities Fund, holding shares); STATE STREET BANK TRUST CO. (Customer Ishares MSCI EAFE Small Cap Index Fund, holding shares; Customer Ishares FTSE Developed Small Cap EX North America Index Fund, holding shares; Customer Blackrock Institutional Trust Company, NA.A Investments Funds for Employee Benefit Trusts, holding shares; Customer Blackrock MSCI EMU IMI INDEX FUND B, holding shares; Customer Blackrock MSCI EAFE SMALL CAP EQUITY INDEX FUND B, holding shares; Customer Connecticut General Life Insurance Company, holding 761 shares); JP MORGAN CHASE BANK NA (Customer Blackrock Indexed All Country Equity Fund, holding 921 shares); THE BANK OF NEW YORK MELLON (Customer Treasurer of The State of NO Equityinvestment FO Poolded Trust, holding shares; Customer Indiana Public Employees Retirement Fund, holding shares); GOLDMAN SACHS INTERNATIONAL (Customer GSI EQ Security Client Segregate, holding shares); HSBC BANK PLC (Customer West Yorkshire Pension Fund), holding shares), - shares that represent 0.48% of the share capital and 0.51% of total voting rights and with votes

244 242 PRESENTATION OF CONSOLIDATED FINANCIAL STATEMENTS 2011 against of the professional shareholders: STATE STREET BANK AND TRUST COMPANY (Customer Maryland State Retirement & Pension System, holding shares; Customer California State Teachers Retirement System, holding shares; Customer Public Employees Retirement System Of Ohio, holding shares, Customer The Glenmad Fundinc Philadelphia International Small Cap Fund, holding 700 shares); JP MORGAN BANK IRELAND PLC (Customer VANGUARD INVESTMENT SERIES PLC, holding shares); BROWN BROTHERS HARRIMAN Y CO. (Customer Vanguard FTSE All-World Ex-US Small Cap Index Fund, holding shares); JPMORGAN CHASE BANK NA (Customer JP Morgan European Investment Trust PLC, holding shares; Customer Stichting Shell Pensioenfonds Bogaardplein, holding shares; Customer Goldman Sachs Trust Goldman Sachs Structured International Small Cap Fund, holding shares; Customer Norges Bank Central Bank of Norway, holding shares; Customer Vanguard Total International Stock Index Fund, holding shares; Customer Government of Norway, holding shares; Customer Shell Pensions Trust Limited as Trustee of Shell Contributory Pension Fund, holding shares; Customer Shell Trust (Bermuda) LTD as Trustee of Shell Overseas Contributory Pension Fund, holding shares); JP MORGAN BANK LUXEMBOURG SA (Customer JP Morgan Funds European Bank and Business Center, holding shares, Customer JP Morgan Investment Funds, holding shares); THE BANK OF NEW YORK MELON (Customer School Employees Retirement System of Ohio, holding shares; Customer Rogerscasey Target Solutions LLC, holding shares; Wisdomtree DEFA Fund, holding shares; Wisdomtree DEFA Equity Incom Fund, holding shares; Customer Wisdomtree Europe SmallCap Dividends Fund, holding shares; Customer Wisdomtree International SmallCap Dividends Fund, holding shares; Customer Wisdomtree International Edgee Equity Fund, holding shares); Said shareholders, that voted against this deliberation, hold (three million four hundred and twenty-seven thousand and two) shares,

245 04. AUDIT REPORT 243 representing 2.48% of the votes cast at this General Meeting (corresponding to 1.67% of the share capital and 1.77% of total voting rights) We went onto Item Nine on the Agenda, and the Chairman of the General Meeting read the proposal submitted by the Board of Directors, which reads as follows: ITEM NINE ON THE AGENDA: To discuss and decide on the acquisition and trading of own shares by the Company, as well as to mandate the Board of Directors to carry out the deliberations taken within the scope of this Item of the Agenda Proposal pertaining to the acquisition and trading of own shares The Board of Directors proposes to the Shareholders, pursuant to articles 319 and 320 of the Companies Code:: a) To authorise the company to buy on a regulated market, own shares, during an 18-month period, counting as of the date on which the authorisation was given up to the limit in which all the shares held by the company does not exceed 10% (tem percent) of the share capital. The acquisition price is levied on an interval of fifteen percent up and down regarding the average price of shares traded on Euronext Lisbon during the week immediately preceding the acquisition of the shares sought b) To allow the company to trade own shares, during an 18-month period, counting as of the date on which the decision was taken, for a minimum number of 100 shares. The acquisition price shall be levied on an interval of fifteen percent up and down regarding the average price of shares traded on Euronext Lisbon during the week immediately preceding the acquisition of the mentioned shares c) To grant the Board of Directors full rights to implement the decisions taken as to the content of subparagraphs a) and b) above, when and for the number of shares it considers appropriate and as long as the respective operations meet all legal requirements Oporto, 20th March (The Board of Directors of Mota Engil, S.G.P.S., S.A.) As no-one wished to speak, the proposal was put to the vote and approved by most of the shareholders present and duly represented, holding (one hundred and thirty-eight million, ten thousand, six hundred and twenty-three)

246 244 PRESENTATION OF CONSOLIDATED FINANCIAL STATEMENTS 2011 shares, representing 67.44% of the share capital and 71.31% of total voting rights, and professional shareholder HSBC BANK PLC (Customer West Yorkshire Pension Fund), holding shares, representing % of the share capital and % of total voting rights, abstained We went immediately onto Item Ten on the Agenda, and the Chairman of the General Meeting read the proposal submitted by the Board of Directors, which reads as follows: ITEM TEN ON THE AGENDA: To discuss and approve the debenture loan, up to 400,000, (four hundred million euros) The Board of Directors proposes: That the General Meeting should deliberate that the Company is to issue one or more debenture loans up to the total amount of 400,000, (four hundred million euros), if deemed necessary and with a term of up to ten years Oporto, 20th March (The Board of Directors of Mota Engil, S.G.P.S., S.A.) As no-one wished to speak, the Chairman of the General Meeting put the proposal to the vote Having counted the votes, it was noted that said proposal was approved by most of the shareholders present and duly represented, holding shares (one hundred and thirty-four million, four hundred and seventy-nine thousand and four hundred and sixty) representing 97.45% of the votes cast at the General Meeting (65.72% corresponding to the share capital and 69.49% to total voting rights) and the professional shareholder HSBC BANK PLC (Customer West Yorkshire Pension Fund), holding shares, representing % of the share capital and % of total voting rights, abstained and votes against by the following professional shareholders: - STATE STREET BANK AND TRUST COMPANY (Customer State Street Bank and Trust Investment Funds For Taxexept Retirement Plans, holding shares; Customer IBM 401 (k Plus Plan), holding shares; Customer SSGA MSCI Small Cap Index Securities Lending Common Trust Fund, holding shares; Maryland State Retirement & Pension System, holding shares; Customer SPDR S&P World (Ex-Us) ETF, holding shares; Customer State of Alaska Retirement and Benfits Plans, holding shares; Customer SPDR MSCI Europe

247 04. AUDIT REPORT 245 Small Cap ETF, holding shares; Customer SSGA EMU Midcap Alpha Equity Fund, holding shares; Customer The Glenmad Fundinc Philadelphia International Small Cap Fund, holding 700 shares); JP MORGAN BANK IRELAND PLC (Customer Vanguard Investment Series PLC, holding shares); BROWN BROTHERS HARRIMAN Y CO. (Customer Vanguard FTSE All-World Ex-US Small Cap Index Fund, holding shares); JPMORGAN CHASE BANK NA (Customer JP Morgan European Investment Trust PLC, holding shares; Customer Washington State Investment Board, holding shares; Customer Goldman Sachs Trust Goldman Sachs Structured International Small Cap Fund, holding shares; Customer Norges Bank Central Bank of Norway, holding shares; Customer Vanguard Total International Stock Index Fund, holding shares; Customer Government of Norway, holding shares; CREDIT SUISSE FIRST BOSTON LLC (Customer Lynx Multi Strategy Europe Fund SS ARIS Advisers LLC, holding shares); JP MORGAN BANK LUXEMBOURG SA (Customer JP Morgan Funds European Bank and Business Center, holding shares, Customer JP Morgan Investment Funds, holding shares); THE BANK OF NEW YORK MELON (Customer Sepra Energy Pension Aster Trust, holding shares; Customer School Employees Retirement System of Ohio, holding shares; Customer Alaska Permanent Fund Corporation, holding shares; Customer Rogerscasey Target Solutions LLC, holding shares; Wisdomtree DEFA Fund, holding shares; Wisdomtree DEFA Equity Incom Fund, holding shares; Customer Wisdomtree Europe SmallCap Dividends Fund, holding shares; Customer Wisdomtree International SmallCap Dividends Fund, holding shares; Customer Wisdomtree International Edgee Equity Fund, holding shares); Said shareholders that voted against this deliberation hold a total of (three million, five hundred and thirty-one thousand, one hundred and sixty-three) shares, representing 2.55% of the votes cast at this General Meeting (corresponding to 1.73% of the share capital and 1.82% of total voting rights). ----

248 246 PRESENTATION OF CONSOLIDATED FINANCIAL STATEMENTS 2011 We finally passed onto Item Eleven on the Agenda, and the Chairman of the General Meeting read the proposal submitted by the shareholder Mota Gestão e Participações, Sociedade Gestora de Participações Sociais, S.A., which reads as follows: ITEM ELEVEN ON THE AGENDA: To discuss and decide, in accordance with paragraph. 3 of Article 350 of the Companies Code, on the authorization to be granted to the Board of Directors, within the framework of the decision to be taken as to the previous point on this Agenda, to issue one or more series of bonds The Shareholder Mota Gestão e Participações Sociedade Gestora de Participações Sociais, S.A PROPOSES That the Board of Directors be authorized to carry out, during the period of five years from the date of the determination of authorization, one or more bond issues, divided or not into series, and its placement can be effected by public or private subscription. The Board of Directors shall also be responsible for establishing - the date on which said bond issues should take place and in accordance with the objective conveniences of the Company and market conditions - the term characteristics, interest rate (fixed or variable ) and other terms and conditions of each issue Oporto, 20th March (Mota Gestão e Participações - Sociedade Gestora de Participações Sociais, S.A.) -- Having read the proposal, the Chairman of the General Meeting asked if anyone present wished to speak and as no-one wished to do so he put the proposal to vote. Having counted the votes, it was noted that said proposal was approved by most of the shareholders present and duly represented, holding (one hundred and thirty-four million, four hundred and seventy-nine thousand, four hundred and sixty) shares, representing 97.45% of the votes cast at this General Meeting (corresponding to 65.72% of the share capital and 69.49% of total voting rights) and professional shareholder HSBC BANK PLC (Customer West Yorkshire Pension Fund), holding shares, representing % of the share capital and % of total voting rights, abstained and votes against of the following professional shareholders: - STATE STREET BANK AND TRUST COMPANY (Customer State Street Bank and Trust Investment Funds For Taxexept Retirement Plans,

249 04. AUDIT REPORT 247 holding shares; Customer IBM 401 (k Plus Plan), holding shares; Customer SSGA MSCI Small Cap Index Securities Lending Common Trust Fund, holding shares; Maryland State Retirement & Pension System, holding shares; Customer SPDR S&P World (Ex-Us) ETF, holding shares; Customer State of Alaska Retirement and Benefits Plans, holding 2.39 shares; Customer SPDR MSCI Europe Small Cap ETF, holding shares; Customer SSGA EMU Midcap Alpha Equity Fund, holding shares; Customer The Glenmad Fundinc Philadelphia Internacional Small Cap Fund, holding 700 shares); JP MORGAN BANK IRELAND PLC (Customer VANGUARD INVESTMENT SERIES PLC, holding shares); BROWN BROTHERS HARRIMAN Y CO. (Customer Vanguard FTSE All-World Ex-US Small Cap Index Fund, holding shares); JPMORGAN CHASE BANK NA (Customer JP Morgan European Investment Trust PLC, holding shares; Customer Washington State Investment Board, holding shares; Customer Goldman Sachs Trust Goldman Sachs Structured International Small Cap Fund, holding shares; Customer Norges Bank Central Bank of Norway, holding shares; Customer Vanguard Total International Stock Index Fund, holding shares; Customer Government of Norway, holding shares; CREDIT SUISSE FIRST BOSTON LLC (Customer Lynx Multi Strategy Europe Fund SS ARIS Advisers LLC, holding shares); JP MORGAN BANK LUXEMBOURG SA (Customer JP Morgan Funds European Bank and Business Center, holding shares, Customer JP Morgan Investment Funds, holding shares); THE BANK OF NEW YORK MELON (Customer Sepra Energy Pension Aster Trust, holding shares; Customer School Employees Retirement System of Ohio, holding shares; Customer Alaska Permanent Fund Corporation, holding shares; Customer Rogerscasey Target Solutions LLC, holding shares; Wisdomtree DEFA Fund, holding shares; Wisdomtree DEFA Equity Incom Fund, holding shares; Customer Wisdomtree Europe SmallCap Dividends Fund, holding shares; Customer Wisdomtree International SmallCap Dividends Fund, holding shares; Customer Wisdomtree International Edgee Equity Fund, holding shares);

250 248 PRESENTATION OF CONSOLIDATED FINANCIAL STATEMENTS 2011 Said shareholders, that voted against this deliberation, hold a total of (three million, five hundred and thirty-one thousand, one hundred and sixty-three) shares, representing 2,55% of the votes cast at the General Meeting (corresponding to 1.73% of the share capital and 1.82% of total voting rights) ( ) As no one wished to speak, the Chairman of the General Meeting closed the session at five, fifteen p.m. and these minutes were drawn up and shall be signed by the members that presided the General Meeting

251

252 IN EACH ATTITUDE, A SHARED FUTURE. We believe in an ethically, socially and environmentally responsible management model. So, we share a responsible attitude of sustainable growth, respecting the well-being of future generations by implementing eco-efficiency standards and contributing toward the development of the community around us. This is our strength.

253 05 SUSTAINABILITY PUBLICATION

254 252 PRESENTATION OF CONSOLIDATED FINANCIAL STATEMENTS SUSTAINABILITY PUBLICATION NOTE The Mota-Engil Group publishes its 2011 Sustainability Report via its holding Mota-Engil SGPS, SA, Sociedade Aberta, The Sustainability Publication succeeds the Sustainability Reports prepared in previous years. This year it shall be published together with the 2011 Consolidated Annual Report and shall constitute an integral part of it. This new reporting strategy which shall be further developed and improved in subsequent years reflects a trend that has gained increasing expression and supporters within the international context where many companies and corporate groups have chosen to prepare one single report on their economic, social and environmental performance. This approach features clear advantages allowing the issue of sustainability to ultimately win its place in the corporate communication context, affording greater importance to the environmental and social aspects of corporate performance. The single report also allows one to avoid undesirable duplication resulting from the separation of the Annual report and the Sustainability report which adds no value at all in terms of communication, particularly in issues related to vision and strategy, economic performance and corporate governance which are already largely covered in the actual Annual Report. The Sustainability Publication follows closely the structure of last year s Sustainability Report, featuring the necessary adjustments resulting in the new reporting strategy maintaining its ties to the Global Reporting Initiative Guidelines (GRI version 3.0).

255 05. SUSTAINABILITY PUBLICATION REPORT PROFILE In addition to its economic dimension, expanded on to a great extent in the 2011 Annual Report, communication of the performance attained in the social and environmental areas is a fundamental part of the Group s sustainability strategy. 01 SCOPE OF THE REPORT The Consolidated Annual Report and the 2011 Sustainability Publication, published in Portuguese and English, is available in digital format and can be consulted at the Mota-Engil Group s Internet site Within the framework of its openness and constant dialogue with its stakeholders, internal and external, the Mota-Engil Group welcomes requests for clarification, comments or suggestions. Thus, the dialogue established in this way is an essential means to obtain opinions and articulate the concerns and proposals of our stakeholders, namely our customers, suppliers, investors, public entities, non-governmental organisations, and others, a group that also includes, in particular, all employees of the Mota-Engil Group, in the vaster field of an effective policy of internal communication that is both active and participative. Issues pertaining to the sustainability area in general are addressed by the Mota-Engil Group s Social Responsibility, Corporate and Sustainability Division, which can be contacted at: MOTA-ENGIL, SGPS, SA, SOCIEDADE ABERTA Social Responsibility and Sustainability Division ADDRESS Rua Calouste Gulbenkian, Nº Porto Portugal TELEFONE FAX CORREIO ELECTRÓNICO [email protected]

256 254 PRESENTATION OF CONSOLIDATED FINANCIAL STATEMENTS PURPOSES AND CONTENT LIMITATIONS OF THE REPORT Framework Within a process of strategic development based on growth, internationalisation and diversification, the Mota-Engil Group now involves a very diversified set of businesses, and it is increasingly asserting itself as a Portuguese-based business Group in a multinational context. The multi-sectoral nature of the Mota-Engil Group activities, encompassing the areas of Engineering and Construction, Environment and Services and Transport Concessions, and its presence in various geographic contexts, makes the identification of materially relevant sustainability aspects a highly complex and demanding task. The Group s sustainability strategy is organically supported by its Social Responsibility and Sustainability Division, which reports directly to the Executive Committee of the holding company his management model aims at promoting the transverse disclosure of the sustainability strategy across the whole organisation, making the Group s commitment clear and enabling an effective liaison with the areas and business units responsible, at operational level, for managing the activities and implementing the objectives that stem from the Group s sustainability strategy. Strategy and priorities Thus, outlining its sustainability strategy, determining the priority issues and identifying the main stakeholders for the purposes of implementing the sustainability policy and preparing the Report have been in keeping, as in previous years, with an internal consultation process carried out to the top management of the sub-holding companies and of the Group s business units, with particular emphasis on those addressed in greater detail in this document. This has led to a general consensus and to the provision of multiple contributions essential to the preparation of the Report. Determining materially relevant aspects is an essential step in the proper use of the Guidelines employed and a fundamental requirement to fulfil the strategic plan and the activities depending thereon. Indicators The table of indicators established by the adopted reporting guidelines must, in turn, both reflect and be the natural corollary of the targets set up and of the plans of action that will lead to its implementation, based on sustainability s priority issues considered materially relevant. The response to the Indicators, considered the best barometer for assessing performance, must not therefore be viewed as an isolated act, rather as an integral part of the Group s management architecture, in general, and of its sustainability management model in particular, in which the role of the information systems are of particular importance. The information gathering, processing and disclosure systems that underpin the model and the management and decision-taking processes are particularly well-developed within the scope of Mota-Engil Engenharia and SUMA. For this reason, similarly to previous years, these are the only Group entities that provide and disclose indicators in accordance with the benchmark that has been adopted. Said entities are, however, the more relevant insofar as their size and market roles are concerned, meaning that, despite the said limitations, this Publication is quite representative of the whole.

257 05. SUSTAINABILITY PUBLICATION 255 In a second stage, the intention is to incorporate new indicators into the information systems to reflect in a more accurate manner the specificities of each area and business unit in the light of the sustainability challenges, so as to serve more effectively the process of ongoing improvement and to make their comparability with our counterpart organisations clearer and more perceptible, in keeping with a sectoral benchmarking reasoning providing obvious benefits for the assessment of the reporting entity by the stakeholders as a whole. Scope Taking the abovementioned into account and in respect of the disclosure of indicators, the 2011 Sustainability Publication will cover the following entities: BUSINESS AREA Engineering and Construction BUSINESS UNIT Mota-Engil Engenharia e Construção, S.A. GEOGRAPHIC PERIMETER Business in Portugal BUSINESS AREA Environment and Services BUSINESS UNIT SUMA, Serviços Urbanos e Meio Ambiente, S.A. GEOGRAPHIC PERIMETER Business in Portugal On many occasions throughout this Report and in line with the way in which most of the Group s other communications are presented, reference to these two entities is made using their abbreviated names Mota-Engil Engenharia and SUMA. The names Mota-Engil Engenharia and SUMA should therefore be understood as comprising the businesses and activities dependent on Mota-Engil Engenharia e Construção, SA (the holding company for the Engineering and Construction business area) and SUMA, Serviços Urbanos e Meio Ambiente, SA (the holding company for the Environment and Services business area involving businesses and activities in the Waste sector). The Group s involvement in joint ventures and the activities that it outsources are not covered by this Publication. 2.1 COMMITMENTS WITH EXTERNAL INITIATIVES Associational Activity Aware of its role in society and to ensure more effective interaction and dialogue with its stakeholders, the Mota-Engil Group plays an active part in many organisations of an industrial and commercial nature. 02 COMMITMENTS WITH EXTERNAL INITIATIVES AND RELATIONS WITH STAKEHOLDERS Involvement in these organisations and associations takes the form of financing their activities through payment of subscriptions by the affiliated companies, and of performing duties as members of their executive bodies.

258 256 PRESENTATION OF CONSOLIDATED FINANCIAL STATEMENTS 2011 Due to the strategic importance of these institutions whilst factors of co-operation and of close relations with the business community the Mota-Engil Group, represented by its several companies, integrates 52 Sectoral Associations, three Corporate Associations, eight Chambers of Commerce and a further six bodies. The Group is therefore represented in the sectors and in the chambers of commerce of the geographical markets in which it operates. 2.2 RELATION WITH STAKEHOLDERS Identification of Stakeholders The Mota-Engil Group considers that focusing its attention on the many stakeholders with which it is related is essential. Due to the dimension and diversified nature of its activities in many parts of the world and to the economic, social and cultural backgrounds, the Mota-Engil Group s relational framework is extending continuously, taking on new outlines on a regular basis. The identification of and approach to its stakeholders is therefore seen to be a complex task that requires a process of monitoring and ongoing improvement within a framework of openness and of closer relations, involving many institutions and segments of society. The processes of identification of and approach to the principal stakeholders are therefore largely dependent on the dynamics and characteristics of each of the Group s business areas, about which we shall now provide some brief information. As pertains the Mota-Engil Group in general, for its international nature and diversification and in view of the objectives of its strategic development, the consolidation of and constant search for new business opportunities places particular emphasis on its customers, both national and international, on its business partners and on its personnel as a whole, decisive as an asset and a fundamental vector in meeting its strategic objectives. Also of prime importance are the group s shareholders, the investors, the financial entities and the insurers, the media, the non-governmental organisations, as well as the regulatory entities. The identification of these stakeholders is therefore of a nature transverse to the entire Group. In the Engineering and Construction Business Area, the main reference stakeholders are likewise the Group s customers, both institutional (State and other public entities), for their very significant weight in the main segments of activity of this business area, and also the countless customers of the private sector, taking into account the number of specialised fields that the Group has in the engineering and construction area. Highlight also goes to the universities, the local communities, for the impact the construction industry has on the social and environmental areas, and to the vast range of suppliers of products and services, the dominant note of this activity, characterised by its extensive demand chain. In the Environment & Services Business Area and especially in the activities linked with the Waste and Water sector, the local authorities are particularly relevant as they afford public services operated under concessions, as are the many citizens in their capacity of end-customers of the services provided, while special importance is also given to the bodies responsible for the legal and regulatory framework of these sectors. In the Transport Concessions Area, those that afford public services in the sector of transport infrastructure concessions warrant special attention, as does the public that uses these infrastructures in an area that is particularly sensitive to issues involving safety, quality and service levels provided.

259 05. SUSTAINABILITY PUBLICATION 257 Approach to Stakeholders One of the prime forms used by the Mota-Engil in addressing the stakeholders as a whole consists of the adoption of a number of means of communication, of which its website and publication of its periodic magazine Sinergia stand out. These means provide a vast amount of information about the Group. Highlight also goes to the Mota-Engil TV, a project that aims at providing all employees images and news on the activities developed by the Group in each country and business area and the implementation of the Internal Portal ON.ME. At this level, mention should be made to the newsletters and publications provided by various Group Companies. The contacts provided via the website simplify access to any of the Group s areas, allowing a considerable number of interactions with the world outside the Group. Mention should also be made to the dynamics of the relations with the media, both general and specialised in the economic and financial areas, attested by the large number of articles on the Group s activities, businesses and initiatives and by the regular presence of its representatives in the media. As pertains the approach to stakeholders in the Engineering and Construction Business Area, the following aspects should be highlighted: Employees: Staff Encounters and Forums for knowledge sharing; A biweekly house newsletter with all Company-related news to disclose amongst employees; Periodic disclosure of Awareness campaigns; Several professional training sessions with the aim of developing skills; Corporate Portal ON-ME. Customers: Customer Satisfaction Surveys Suppliers: Promotion of training sessions for suppliers; Surveys on partnership satisfaction and development. Public Entities: Disclosure of Annual Report; Satisfaction surveys and celebration of protocols.

260 258 PRESENTATION OF CONSOLIDATED FINANCIAL STATEMENTS 2011 Universities: Celebration of various protocols with Universities; Partnerships for the development of studies and specific projects. Communication: Participation in events, building exhibitions, seminars; Preparation of articles and news items for newspapers and magazines. Associations: Participation in Working Groups and other initiatives. SUMA, in the Environment and Services Business Area identified in its Monitoring, Measuring and Analysis process, the activity Stakeholder Satisfaction. The intention is to monitor, measure and analyse stakeholder satisfaction so as to establish grounds for ongoing improvement. As pertains Customers, two main aspects are taken into account: The management of the Customer Satisfaction Assessment Survey; The management of complaints received by the company. These surveys are carried out on an annual basis and are sent to customers in all municipalities in which SUMA renders services. They are directed at monitoring, on a measureable basis, information on each customer s perception of the organisation and on their requirements and expected service levels. The surveys cover four assessment parameters: Assessment of rendered services; Assessment of technical skills and company image; Overall assessment; Field for Opinions and Suggestions. Regardless of the transmission of these surveys, whenever the Commercial or Production area, during their regular contact with the customers, is informed of relevant information pertaining to the satisfaction level or improvement suggestions, the latter shall be registered and appropriately forwarded. As pertains Complaints, SUMA has established and documented the processing mechanism from the moment the complaint is received until the moment the claimant receives an answer, so as to ensure that: complaints are duly recorded and analysed and the parties involved are informed; a prompt reply is afforded to the claimant; non-conformities related to the complaints are detected; reliable/relevant data for the improvement of Company performance is obtained;

261 05. SUSTAINABILITY PUBLICATION 259 As pertains the other stakeholders, SUMA has identified the main ones and has analysed the issues which can be of greater interest as regards their relation with SUMA, unfolding them according to perspectives of sustainability. Satisfaction assessment for all stakeholders is being reinforced by ongoing improvement of existing methodologies and tools or via methodologies and tools to be introduced in the management programmes, given the importance that said assessment has for SUMA s sustainable performance. As pertains Employees a Work Satisfaction Questionnaire was prepared and applied to 20% of the Company Employees. As pertains the Transport Concessions Business Area and in particular Ascendi, as the concessionaire of more than 800 km of highways in Portugal, attention is drawn to the existence of a Customer Support Line available round the clock, to the existence of a space in its website to make suggestions and lodge complaints, while information is also provided on how to obtain reimbursement of tolls paid by users in respect of motorway sections or subsections undergoing works. There is also a space where doubts can be cleared up and a list of frequent questions and their respective answers and a User Satisfaction assessment Questionnaire is provided. Lastly, we would point out the creation of the Customer Ombudsman, an entity created to ensure maximum customer satisfaction, closely monitoring and replying to all questions that are raised. The Customer Ombudsman is the Chairman of Ascendi s Board of Directors himself, thus symbolising the importance given to the customer and end-user of the services provided by the company. INTRODUCTION During 2006 the Mota-Engil Group made a start to the implementation of a sustainability and social responsibility strategy that was to culminate, in 2007, with the publication of its first Sustainability Report. 03 SOCIAL RESPONSIBILITY Sustainability within the Mota-Engil Group is materialised through the implementation of a set of Strategic Objectives in order to embody and respond to the Mota-Engil Group s sustainability strategy. In parallel, and in the field of communication of performance in the social and environmental areas, the sustainability strategy also involves regular publication of the Group s Sustainability Report. STRATEGIC OBJECTIVES 1. CREATION OF VALUE To create value from the standpoint of shareholders and of society in general. To approach in a preventive and prospective manner risks stemming from the economic, social and environmental impacts of the business, incorporating them into the overall management model. To afford a culture based on quality, rigour and customer orientation. To increase productivity and process efficiency designed to achieve high operational performance levels in keeping with best international and market practices.

262 260 PRESENTATION OF CONSOLIDATED FINANCIAL STATEMENTS ECO-EFFICIENCY AND INNOVATION To do more with less, reducing the consumption of resources and increasing efficiency in their use. To constantly seek improvement at environmental level that will, in parallel, drive economic benefits. To strongly encourage innovation as a factor critical to the increase of competitiveness, stimulating growth, diversification and the creation of new business opportunities. 3. PROTECTION OF ENVIRONMENT To minimise the environmental impact of the Group s activities by incorporating the environmental perspective into the management processes and systems. To promote and take part in environmental values awareness and preservation initiatives. 4. CORPORATE ETHICS To comply with ethical criteria in promoting the Group s values, culture and management model. To respect people and their rights. 5. DIALOGUE WITH STAKEHOLDERS Transparency and openness in relations with our stakeholders. Regular, systematic communication with our stakeholders with a view to listening to their concerns and taking them on board. Objective, credible reporting of economic, social and environmental performance. 6. HUMAN CAPITAL MANAGEMENT To reflect the human dimension and respect for people in the human resources management strategy and policies. To enhance employment and career advancement, encouraging the acquisition of skills through ongoing training and life-long-learning. To create of motivating, rewarding working conditions through remuneration and incentives policies that encourage excellence and merit. To ensure the highest standards of health and safety at work. To adopt non-discriminatory recruiting and selection practices that promote equal opportunities.

263 05. SUSTAINABILITY PUBLICATION 261 To actively support the transition from school to active life by promoting vocational training. To encourage active ageing with a view to the generational balance of its human resources within the framework of a responsible, socially sustainable employment policy. 7. SUPPORT TO SOCIAL DEVELOPMENT To support initiatives of a social, educational, cultural and environmental nature organized by the Group or in partnership with external entities. To contribute through sponsorship toward the socio-economic development of those communities within which it carries on its business. THE MANUEL ANTÓNIO DA MOTA FOUNDATION General framework The year 2011 was marked by the onset of activity of the Foundation Manuel Antonio da Mota which will become, in social terms, the vehicle par excellence of the social responsibility policy of the Mota-Engil Group. The Manuel Antonio da Mota Foundation is the contemporary and natural consequence of the matrix and philanthropic tradition of the Mota-Engil Group in the wake of the legacy of its founder, Manuel António da Mota. The Foundation is an important instrument of the social responsibility policy of the Mota-Engil Group, as an organized and systematic expression of an ethically and socially engaged management, on behalf of an active and participative corporate citizenship. Set up by the Mota-Engil Group and by the Mota family, its main shareholder, the Foundation, given its corporate origin, seeks to meet a strategic vision of generating long-term value, based on broader principles of sustainable development achieved by a coherent and structured social responsibility policy of which the Foundation is privileged vehicle. The Foundation, based in Oporto, aims at promoting, developing and supporting social initiatives in the areas of charity and social solidarity, and cultural initiatives in the fields of education, health, environment, organization and support to artistic activities. Its activity is carried out throughout the country and in countries where the Mota-Engil Group operates. It will hand out on an annual basis the Manuel António da Mota Award. Mission The mission of the Manuel Antonio da Mota Foundation is to contribute toward the integrated development of communities where the Mota-Engil Group operates, in Portugal and abroad, particularly in the social, cultural, educational, training and environmental fields.

264 262 PRESENTATION OF CONSOLIDATED FINANCIAL STATEMENTS 2011 VisION The Manuel Antonio Mota Foundation aspires to become a reference entity between its national and international counterparts, honouring the inspiring memory of Manuel Antonio da Mota, the spirit of its founders, legal persons Mota-Engil business world and the Mota Family, and thus contributing decisively to the strengthening and consolidation of the social responsibility strategy of the Mota-Engil Group. Values In fulfilment of its statutory aims, strategy, objectives, activities, policies and management systems, the Manuel Antonio da Mota Foundation is governed by the preservation and defence of the following values: Legality Strict compliance with legality in all decisions and management acts and respect for rights and interests of individuals and legal entities with which it relates. Impartiality Impartial and non-discriminatory processing of processes relating to requests for support or funding from external entities, taking into account the statutory purposes, objectives and business plans. Ethics and Transparency Respect for ethical principles in all practices and management systems and transparency in the field of procedures that may affect rights or interests of others. Commitment and accountability Adoption of a culture of commitment and responsibility in fulfilling the statutory purposes, in the pursuit of the set objectives and other matters relating to its activities. Accuracy and Efficiency Rigor and efficiency in the management of human, material and financial resources assigned to the activity and adoption of practices that promote quality and continuous improvement of methods and management systems. Creativity and Innovation To create an environment conducive to creativity and innovation in the design and implementation of internal initiatives and in the support to external initiatives. Sustainability To incorporate the principles and practices of social and environmental sustainability in the management systems, decision-making processes and in the analysis and support to initiatives of third parties. Strategic objectives In the fulfilment of its statutory purposes, the Foundation has chosen a set of strategic objectives that are subordinate to its areas of intervention and as a whole constitute the major guidelines of its business.

265 05. SUSTAINABILITY PUBLICATION Social development To contribute toward the social development of the national and international communities where it operates. Social solidarity Social innovation Social and family support to Mota-Engil Group employees Voluntary service 2. Manuel António da Mota Award To establish annually the Manuel António da Mota Award distinguishing organisations and individuals that stand out in several fields of activity of the Foundation. 3. Education and Training To support education, training and qualification of young people and adults, particularly among underprivileged groups, enhancing human potential, promoting social and professional and encouraging educational merit and success. Professional Training Centre Protocols and partnerships for education Scholarships. 4. Culture To promote culture and the appreciation and Access to cultural goods, in the fields of visual arts, performing arts, music, humanities and science and technology. Cultural programme Support to cultural agents

266 264 PRESENTATION OF CONSOLIDATED FINANCIAL STATEMENTS 2011 Activities in SOCIAL DEVELOPMENT 1.1 Social Solidarity Natal 1+1 (Christmas 1+1) Este ano vamos ajudar com o que temos em casa! The 1+1 Christmas campaign is held annually during the Christmas season, seeking to appeal to the solidarity of the Mota-Engil employees to express their support for a social cause. Portuguesa In 2011 the campaign was associated with Caritas Portuguesa, an institution that fights for a fairer society for those who are affected by any form of poverty, social exclusion or emergency welfare. Caritas has identified the collection of blankets and quilts to be donated to the homeless and clothing for children up to age 12 as key needs.

267 05. SUSTAINABILITY PUBLICATION 265 At the end of the campaign approximately kilos of clothing were donated by Group employees. The Foundation, which organized the campaign for the first time, doubled this effort, contributing with a donation of kilos of similar items. Fundação do Gil The Gil Foundation, named after the Expo 98 mascot, was founded in 1999 and its main objectives of the foundation are the well-being, personal enhancement and social integration of children and youth and this is attained by supporting in particular children which have been hospitalised for long periods of time for social reasons ensuring the necessary co-ordination with other competent institutions and departments. Casa do Gil is amongst its flagship projects, which was the first home for children in need of intermediate healthcare. The Foundation gave continuity to the support that Mota-Engil has provided within the scope of a protocol celebrated with Fundação do Gil, thus becoming one of its Godfathers. Youth Foundation The main objectives of the Youth Foundation are to carry out or support initiatives to promote integration of young people into working life. A Foundation awarded a grant to the Integration Community Engineer Paul Vallada, located in the historic part of Oporto which and accepts pregnant women or with newborns, aged between 12 and 21, at risk due to abandonment, abuse, negligence or other factors. Its objectives are to implement integrated support actions developed based on specific needs, to ensure health care, to provide psychological and social support to youth and families, to promote their development and acquisition of skills with a view to their progressive social inclusion. Associação Novo Futuro Associação Novo Futuro aims at supporting children and youth at risk deprived of their family environment. Set up over a decade ago, this association is currently home to 58 children and youth at its 6 residential homes. The Foundation became the Silver Sponsor of this project and supported the Novo Futuro/Rastrillo Solidarity Fair. CrescerSer CrescerSer, a Portuguese Association for the Rights of Children and Family is an IPSS (private institution for social solidarity) whose main objective is to carry out an interdisciplinary study of issues relating to legal and administrative protection of minors and the family. It promotes, fosters and organizes community services to support children, youth and family, fosters specialized training in the area of protection to children and youth in danger, both to those working for Commissions for the Protection of Children and Youth, and at social facilities aimed at helping in these issues. It has 7 Homes for children and youth deprived of family, victims of violence or from families whose situation needs transitional support that enables the stabilization of life and future referral of children.

268 266 PRESENTATION OF CONSOLIDATED FINANCIAL STATEMENTS 2011 The Foundation financially supported and provided technical support to the implementation of rehabilitation works to Casa do Vale, located in Oporto and which temporarily accommodates young boys between the age of 12 and 18. CLAP Centro Local de Animação e Promoção Rural (Local Centre for Entertainment and Rural Development) CLAP, Local Centre for Entertainment and Rural Development is an IPSS (private institution for social solidarity) which operates essentially in five parishes of the municipality of Amarante (Canadelo, Fridão, Olo, Rebordelo and Vila Chã do Marão). It aims to provide appropriate social response to the poorest people in order to improve their living conditions and well-being and promote entertainment, information and training that facilitate continuous learning and which enhance creativity of local communities. The Foundation supported the institution in the purchase of equipment and floor covering for the playground of its Nursery, providing children with a modern and attractive entertainment space. Associação de Escolas do Torne e do Prado (Association of Schools of Torne and Prado) Associação das Escolas do Torne e do Prado (AETP) is an IPSS (private institution for social solidarity) which began operating in 1989 in Vila Nova de Gaia. Currently it affords a diversified social and educational service and covers areas such as the Nursery, Kindergarten and After-school recreation Centre for around 130 children from 2 to 10 years of age. At the facilities of Centro Social do Bom Pastor, it also has a community canteen, laundry, home care and a social centre for around 210 persons. Within the scope of the Project Ser + Pessoa, for accompanied persons at the Community Centre and within the scope of Social Integration Income providing support in the area of health, education, social canteen, delivery of goods and cooking classes, the Foundation decided to reinforce the scope of this project via a donation aimed at supporting the supply of meals to people in need. Cruz Vermelha Portuguesa (Portuguese Red Cross) - Amarante Delegation In the fulfilment of its mission, CVP affords humanitarian and social assistance, specially to the most vulnerable, preventing and helping to overcome hardship and contributing toward the defence of life, health and human dignity. The Foundation supported the Amarante Delegation of CVP in carrying out its activities, affording a donation aimed at financing the project to set up a Social Centre for 12 elderly persons. Comunidade Vida e Paz Comunidade Vida e Paz is an IPSS (private institution for social solidarity) set up in 1989 under the auspices of the Lisbon Patriarchate. It is specially engaged in monitoring and family, social, school and professional reintegration of the homeless in Lisbon, endeavouring to afford the latter a life in community, a therapeutical programme and technical and professional training.

269 05. SUSTAINABILITY PUBLICATION 267 The Foundation supported the Christmas party for the homeless of Lisbon which took place at the canteen of the University of Lisbon This party usually gathers around 1000 volunteers with the aim of making a difference in the life of around guests serving them friendly words and smiles with the warm meals. Legião da Boa Vontade Legião da Boa Vontade (LBV) is a charitable, educational, cultural, philosophical, ecumenical and altruist association recognised for its work in the social and educational area. From its very beginning it has worked to improve the quality of life of people in vulnerable situations or at social risk. Its mission is to promote the education and culture with ecumenical spirituality seeking to ensure decent living conditions for all. The Foundation supported the activities of the Social Centre of the Oporto Legião da Boa Vontade which is developing several programmes that aim not only at alleviating some immediate needs as regards essential goods but to also encourage, through training, important values such as solidarity, education, culture and citizenship. Conferência de São Vicente de Paulo de S. Gonçalo The Conferência de São Vicente de Paulo de S. Gonçalo of Amarante supports dozens of families by trying to fulfil their basic needs. It also provides, in the form of a loan, technical help / products for citizens with mobility difficulties. The Foundation made a donation to support the activities of the institution from Amarante. Families from the Alijó municipality The Foundation supported two families experiencing great social fragility in the municipality of Alijó. In one of the cases it helped the family settle a bank loan for works at home and in the other it offered computer equipment, a donation in cash and dental care for youth that comprise a one-parent family. Associação Sorriso da Criança The Foundation financed the shipment of a container to Mozambique aimed at supporting the work of Associação Sorriso da Criança developed in the country via its Casa de Apoio. The container transported several hospital supplies, toys, food, among other items. 1.2 Disability Paralympic Swimmers The Foundation continued its support to two paralympic swimmers, via a protocol signed in March 2010 by Mota-Engil with Diana Guimarães and David Grachat. The three-year protocol which is expected to conclude in 2012 aims at financially supporting the swimmers at national and international swimming events by granting them a fixed annual subsidy of ten thousand euros.

270 268 PRESENTATION OF CONSOLIDATED FINANCIAL STATEMENTS 2011 This amount will allow the swimmers to acquire the necessary equipment, to pay accommodation at competitions and to hire coaches and to establish a training plan for their participation at the 2012 Paralympic Games in London. If they win a medal at the competition they will receive a prize according to their achievement. Encouraging sports practice amongst the disabled and boosting participation and success in national and international competitions of top athletes is a fundamental aim of the Foundation policy of support to disabled people. Associação de Paralisia Cerebral de Lisboa (APCL) (Lisbon Cerebral Palsy Association) The Lisbon Cerebral Palsy Association is a private institution for social solidarity that aims at supporting persons with cerebral palsy and associated neurological conditions and their families by developing their capacities thus achieving their life projects and full exercise of citizenship. The Foundation by continuing with the support previously provided by Mota-Engil, contributed financially toward the Projecto Piscina Terapêutica Thalassa (Thalassa Therapy Pool Project), which consists in including a therapeutical swimming pool at Casas da Granja in Odivelas. The pool aims at affording hydrotherapy services to babies, children, youth, adults and elderly with disability, enabling major improvement at motor development level. Thus the Foundation contributes toward the improvement of services provided by APCL which for over 50 years competently and passionately dedicated itself to this cause. Obra de Assistência Social da Freguesia de Sobrosa Obra de Assistência Social da Freguesia de Sobrosa is a private institution for social solidarity from the municipality of Paredes that currently features a Old-age Home, a Day care Centre, Home care Service, Nursery and an After School Recreation Centre. In the context of expanding its activities the intention is to build a Residential Home for disabled persons by applying for the PRODER programme and counting on the support of several institutions. The Foundation has joined this effort by contributing financially toward the construction of the building. ASTA Associação Sócio-Terapêutica de Almeida ASTA - Associação Sócio-Terapêutica de Almeida is a private institution for social solidarity from the municipality of Almeida and was winner of the 1st edition of the Manuel António da Mota Award. Its mission is to offer people in need of special care, specially youth as of years of age who are mentally retarded or have multiple disabilities, an alternative meaningful way of life thus contributing toward the social, human and economic integration of said persons and endeavouring to create decent living conditions.

271 05. SUSTAINABILITY PUBLICATION 269 In addition to the buildings that comprise occupational workshops, a residential unit, playgrounds and a therapeutic swimming pool, ASTA has rebuilt several houses in the village of Cabreira, municipality of Almeida, aiming at the empowerment and independence of the persons which it houses and their families whilst also contributing toward the revitalisation of the countryside. The Foundation supported ASTA allowing it to implement a project, Atelier 3 Ofícios, that will enrich the group s therapy dynamics in addition to contributing toward a more dynamic village. Raríssimas The Foundation supported the treatment of a child with congenital hydrocephalus which is included in the group of rare diseases. The treatment was carried out by a team of Raríssimas National Association of Mental and Rare Diseases the first institution in Portugal devoted to this issue that affects a large number of Portuguese families. Following the assessment made at Raríssimas and as the child presented potential for recovery, a physiotherapy treatment and intensive occupational treatment was advised for better motor performance. It was therefore possible for this 8-year old child from the island of Madeira to come to Centro Raríssimas in Maia accompanied by his mother to undergo the prescribed treatments. The Foundation is very pleased to see that the child s motor performance and general skills are progressing significantly. Technical aid/support products The Foundation supported the acquisition of technical aid/support products aimed at three young disabled people from the municipalities of Amarante, Marco de Canaveses and Cinfães. In one of the cases a wheelchair was purchased for a young girl suffering from cerebral palsy and from a family with poor economic resources and the foundation joined a fund raising campaign with Associação Renascer and Liga Nacional Criança Esperança. In another campaign of the responsibility of Aradum Association for the Cultural Development of Douro, the Foundation contributed by purchasing an electric wheelchair and respective accessories for a 17-year old young girl with cerebral palsy. In both cases the wheelchairs that replace the older ones feature significant improvements as regards functionality and comfort for users and thus facilitating the support rendered by family members. The Foundation also supported the installation of a lift platform in the home of a young man who was paralysed in an accident thus enabling mobility and accessibility around the home of this young man.

272 270 PRESENTATION OF CONSOLIDATED FINANCIAL STATEMENTS Health Protocol between the Foundation Manuel António da Mota/Portuguese Cancer League/Portuguese Institute of Oncology The Foundation, the Portuguese Institute of Oncology of Oporto and the Regional Centre of the North of the Portuguese Cancer League signed a protocol which aims at creating a social support service to cancer patients admitted in its palliative care unit and their families. The palliative care service of the Portuguese Institute of Oporto renders aid to over one thousand patients per year and now has a grant from the Foundation that allows it to render support in various areas to patients and their family in a serious situation of economic and financial and/or psychosocial need, that may affect their well-being and quality of life and put at risk the efficiency of the clinical care provided or contribute directly or indirectly toward their isolation or social exclusion. Acreditar Acreditar The Association of Parents and Friends of Children with Cancer is a private social solidarity institution that aims at helping children with cancer and their families by giving them psychological, emotional and economical support. The work is divided amongst its regional centres in the North (Oporto), Centre (Coimbra), South (Lisbon) and Madeira (Funchal), which correspond to the urban centres where there are paediatric oncology hospitals. Currently, Acreditar has three support homes (Lisbon, Funchal and Coimbra), the latter inaugurated in November Located by new the Coimbra Paediatric Hospital this Home has 20 rooms on three floors and is surrounded by vast green gardens. Following the protocol signed in 2010 with Mota-Engil who offered the Home the outdoor garden and sponsored the operation and maintenance of one of the rooms for one year. The Foundation continued to render this support in 2011.

273 05. SUSTAINABILITY PUBLICATION 271 Associação Portuguesa Contra a Leucemia (Portuguese Association Against Leukaemia) The Associação Portuguesa Contra a Leucemia (APCL) was created in 2002 and its objective is to contribute toward increasing the efficiency of the treatment of leukaemia and other haemotological diseases, support the patients and their families and to promote the progress of scientific knowledge on the nature, evolution, prevention and treatment of such diseases. It attains this via initiatives that contribute toward better healthcare in this area and that afford support to all those affected, directly or indirectly, by these diseases. Amongst its most striking initiatives is the aid rendered in the construction of a National Record of Voluntary Bone Marrow Donors together with the Centro Nacional dos Dadores de Células de Medula Óssea, Estaminais ou de Sangue do Cordão (CEDACE) (National Centre of Bone Marrow Cells, Stem-Cells or Cord Blood Cells), fundamental in the fight against leukaemia diseases. In 2011, APCL held its 5th Biannual Concert at the Pavilhão Atlântico in Lisbon to raise funds and the Foundation sponsored this initiative. League of Friends of the Santa Cruz Hospital Integrated in the Centro Hospitalar de Lisboa Ocidental, E.P.E., the Santa Cruz Hospital in Carnaxide (Oeiras) is a public health institution for the treatment of patients with severe cardiac and renal pathologies. The League of Friends of that health unit, with the collaboration of their managers, designed a group of intervention actions in the Hospital s and in the League s facilities, aiming to provide better comfort and welfare conditions to the patients and their families in the use of those facilities. Following the support previously rendered by Mota-Engil, the Foundation enabled the League to proceed with its effort of qualification and humanisation the medical care for the patients. Portuguese Cardiology Foundation Cardiovascular diseases is responsible for a third of the total of deaths/year, thus being the leading cause of death in Portugal and worldwide. Screening and medical diagnosis are fundamental to assess risks and to prevent and control the disease. The Foundation, seeking to actively contribute toward the prevention and detection of risk factors between the Mota-Engil employees, promoted a set of screening actions in cooperation with the Portuguese Cardiology Foundation. These actions were carried out at the offices in Oporto and Linda-a-Velha and at the main worksite in Porto Alto.

274 272 PRESENTATION OF CONSOLIDATED FINANCIAL STATEMENTS 2011 The Responsible consumption, Respect the environment Campaign Eurest developed the campaign Responsible consumption, Respect the environment and Mota-Engil joined it thus sharing a concern that extended to all users of the Group s canteen in Linda-a-Velha, whose service is provided by said entity. The objective of the campaign was to encourage the fight against food waste and reduce the production of waste combined with a social solidarity action. The users of the canteen were asked to serve themselves only with the amount of food necessary to satisfy their nutritional needs. At the end of the meal for each plate with no leftovers, the consumer would receive a ticket equivalent to 10g of non-perishable food to deposit in the box placed there for this purpose and then the value obtained was converted into food. The food was given to the social solidarity institution - Associação de Moradores do Bairro 25 de Abril from Linda-a-Velha and develops very relevant social work in favour of the youngsters and the elderly and renders home care services to persons living alone and dependent and helps to mitigate the difficulties of families in need. With this campaign that the Foundation joined and disclosed, Eurest won the top award at the 2011 edition of the Green Project Awards, in the category of Communication.

275 05. SUSTAINABILITY PUBLICATION Housing Habitat for Humanity International The Habitat Humanitarian Association, founded in May 1996, is the first Portuguese associate of the non-profit, non-governmental organisation Habitat for Humanity International, with head office in the USA. Habitat is a non-governmental organisation whose main aim is to join efforts and promote initiatives within the social solidarity scope, especially by contributing toward less degradation in housing and supporting needy families by helping them obtain appropriate and decent homes, by building or refurbishing them. Through a protocol entered into with this institution, the Foundation seeks to support the association s work, enabling the construction or refurbishing of homes for deprived families, mainly from the municipality of Amarante, which is a territory that Mota-Engil is connected to by strong social and institutional bonds. The commitment of the Foundation in this protocol is essentially the annual grant aimed at bearing the structure costs of the institution in the municipality of Amarante and also financing the reconstruction costs of the houses. The mobilisation of Mota-Engil Group employees to participate in the reconstruction works and the offer of building material have been some of the means of support. In 2011 three houses were refurbished in the municipality of Amarante.

276 274 PRESENTATION OF CONSOLIDATED FINANCIAL STATEMENTS 2011 Porto Amigo The Foundation and the Social Oporto Foundation of the Oporto Town Council signed a Protocol called Porto Amigo with the aim of establishing cooperation in the works to adapt and improve the living conditions of the senior dependent population of Oporto living in poverty in homes of their own or rented. The Foundation is therefore joining efforts with the local administration to promote urban social cohesion and decent living conditions for the elderly. Following the first selection phase of applications by the Social Oporto Foundation based on the established criteria, visits to the candidate houses are made by elements of the two institutions to assess the type of intervention necessary and its feasibility as well as to define priorities to carry out the works. Within the scope of the protocol works have already been carried out in 10 homes of elderly and these works contributed toward better living conditions and restored the dignity of the dwelling.

277 05. SUSTAINABILITY PUBLICATION Sports Clube Kairós Clube Kairós is a sports association of São Miguel, Azores, which develops its activities in the parish of Rabo de Peixe, in the areas of Basketball, Volleyball and Adventure Sports (Surfing and mountain biking). The club was created by initiative of Kairós Association for the Incubation of Solidarity Economy Initiatives that develops its work in the social area supporting drug addicts, prisoners, repatriates and people in situation of social exclusion from social neighbourhoods. The work developed by Clube Kairós, whose athletes from the training groups almost all come from the parish of Rabo de Peixe, has increased and strengthened the practice of sports in these areas thus improving the social work developed here and giving a more positive image of these places that are marked by poverty and social exclusion. The Foundation joined the work of Kairós by sponsoring the activities developed by the club.

278 276 PRESENTATION OF CONSOLIDATED FINANCIAL STATEMENTS 2011 Cultural, Sports and Recreational Association of Codessoso The Codessoso Sports Group is an association of cultural, sports and recreational nature, founded in 1980 in the parish of Codessoso, municipality of Celorico de Basto. Due to its dynamism and contribution toward the promotion of sports and leisure in the parish and in the municipality, the Foundation granted a donation to the institution to support the activities. Cycling In its 3rd edition, the bike ride to Fátima by the Mota-Engil employees is intended be a moment of leisure and to socialise with colleagues thus promoting sports via cycling associated to the religious symbolism of the ride. The Foundation sponsored this initiative by bearing the associated costs.

279 05. SUSTAINABILITY PUBLICATION Voluntary Services Habitat for Humanity International In the European Year of Volunteering and within the context of the projects it develops, the Foundation has promoted several volunteering actions amongst Mota-Engil employees. Within the scope of the protocol established with Habitat for Humanity Portugal, the Foundation launched a challenge to the Mota-Engil employees to get involved in this project. As in previous years, the response was quite positive and in 2011 there was a greater number of volunteers. In addition to the 50 international volunteers (USA and Canada), there were also 63 national volunteers in this project, 32 of which from several Group companies (Mota-Engil Engenharia, Mota-Engil Serviços Partilhados, Mota-Engil SGPS, António Lago Cerqueira, Ascendi, SUMA) and also from the Foundation. The teams were formed to carry out works that take place on Saturdays from September to October. At the end of each participation, various volunteers expressed their satisfaction for having participated in such a rewarding voluntary action.

280 278 PRESENTATION OF CONSOLIDATED FINANCIAL STATEMENTS 2011 Porto de Futuro Within the scope of the project Porto de Futuro and the development of the partnership with the Group of Schools Manoel de Oliveira, the following voluntary actions were undertaken involving Mota-Engil employees: Aprender a Empreender (Learn to Undertake) - Junior Achievement Portugal: 11 volunteers from several Group companies participated by teaching the Programmes from Aprender a Empreender (A Família, A Comunidade e Economia para o Sucesso) at schools belonging to that School Group;

281 05. SUSTAINABILITY PUBLICATION 279 Braço Direito (Right Arm) Junior Achievement Portugal: Mota-Engil marked its presence at this initiative with the participation of a volunteer who shared experiences and knowledge with a student who accompanied him at work for a day. At the end, in a sort of debriefing, the student expressed his satisfaction to the volunteer and said that it had topped all his expectations.

282 280 PRESENTATION OF CONSOLIDATED FINANCIAL STATEMENTS MANUEL ANTÓNIO DA MOTA AWARD The annual Manuel António da Mota Award is a statutory requirement of the Foundation. The Award honours and pays tribute to the memory of the founder of Mota-Engil, distinguishing organisations and individualities which excel in the various activity areas of the Foundation. In its 1st edition of 2010 the Award was aimed at Private Social Solidarity Institutions that stood out in the fight against social exclusion in the European Year for Combating Poverty and Social Exclusion. The winner was ASTA Associação Sócio-Terapêutica de Almeida, an institution that develops remarkable work of social, human and economic integration of disabled citizens, seeking to afford them decent living conditions within a context very close to the family. During the European Year of Volunteering, celebrated in 2011, the 2nd edition of the Manuel António da mota Award aimed at rewarding the organisations that promoted voluntary services, with head office and operating in Portugal and which excelled in the development of activities and projects within the scope of a voluntary programme, specially in the field of community voluntary services. The activities and projects developed within this field could apply to a wide range of population segments, which include the elderly, children and youth, the disabled, the sick and in general any social groups living hardships or socially, economically, psychologically or affectively deprived. From 100 applications received from private social solidarity institutions, municipalities, non-profit associations, NGOs and other organisations from the third sector, representing various areas of the country, 10 finalists were chosen by the selection committee: ACREDITAR Association of Parents and Friends of Children with Cancer AJD Youth Association of Deão Associação de Voluntariado em Saúde de Touça (Volunteering in Health)

283 05. SUSTAINABILITY PUBLICATION 281 ATLAS Association of Cooperation for Development Albergaria-a-Velha Town Council Comunidade Vida e Paz (Life and Peace Community) Eugénio de Almeida Foundation LEQUE Association of Parents and Friends of Children with Special Needs Santa Casa da Misericórdia of Almada Vida Norte Association for the Promotion and Defence of Life and Family The selection process complied with a set of social, technical, institutional and economic criteria provided for in the award regulations and applicable to the analysis of the application form followed by a series of visits to the finalist institutions by the members of the jury that were able to analyse in loco the activities developed and thus chose the winner. The selection jury comprised two members of the Board of the Manuel António da Mota Foundation and renowned individualities with experience in the volunteering field. Elza Chambel Chairperson of the National Council for the Promotion of Volunteering Eugénio Fonseca Chairman of the National Directorate of Cáritas Portuguesa Manuel Canaveira de Campos former Chairman of INSCOOP (CASES) Maria Manuela Eanes Chairperson of the Board of Trustees of the Foundation and Chairperson of the Institute of Child Support Maria Manuela Mota Member of the Board of Directors of Mota-Engil SGPS and Chairperson of the Board of Directors of the Foundation Rosa Maria Mota Member of the Board of Directors of the Foundation In a communication partnership celebrated between the Manuel António da Mota Foundation and TSF Rádio Notícias, the programme Portugal Voluntário has disclosed episodes of volunteering work and a series of documentaries and videos with each of the finalist institutions. The 4th of December was marked by the Conference Portugal Voluntário and by the announcement of the winner of the Manuel António da Mota Award delivered by the Minister of Solidarity and Social Security, Pedro Mota Soares. The Palácio da Bolsa in Oporto once again staged this event. Prime Minister, Pedro Passos Coelho, attended the opening session. The journalist and National Coordinator of the European Year of Volunteering, Fernanda Freitas, moderated a discussion with volunteers.

284 282 PRESENTATION OF CONSOLIDATED FINANCIAL STATEMENTS 2011 António Mota, representing Mota-Engil and the Manuel António da Mota Foundation and Manuela Eanes, representing the Jury participated in this discussion before the Minister of Solidarity and Social Security, Pedro Mota Soares closed the session and delivered the award to the winning institution. Before the start of the session a message from the President of Portugal was read to the participants at the conference which was attended by several guests and personalities with highlight to: the Deputy Minister of Parliamentary Affairs, Miguel Relvas, the Mayor of the Oporto Town Council, Rui Rio, and the Secretary of State of Solidarity and Social security, Marco António Costa. The winner, Leque - Associação Transmontana de Pais e Amigos das Crianças com Necessidades Educativas Especiais (Association of Parents and Friends of Children with Special Learning Needs), was awarded 50, 000 euros and the remaining nine received an honourable mention of 5,00 euros each. Despite its short existence, Leque is already a reference institution in support to children, youth and disabled adults in the district of Bragança. With head office in Alfândega da Fé, Leque manages a Call and Entertainment Centre for Disabled People (CAAPAD). Here information is given and disabled people are guided and supported and the development of the necessary skills to solve disability-related problems is promoted in addition to a series of social and cultural activities. In a district deeply marked by isolation and many shortcomings at this level, this social response allows dozens of families to enjoy free time and to harmoniously combine personal and professional life because they have a place which they can trust to leave there disabled relatives. At its School for Parents, an innovative initiative, courses for families with disabled members were given thus reinforcing family ties and enabling families to deal with disability within a perspective of social inclusion and acceptance and respect for difference. Our congratulations to Leque and to all the other finalist institutions and to the thousands of volunteers that every single day with nothing in return, contribute toward the strengthening of the civil society and the wee-being of the national community. 3. EDUCATION AND TRAINING Manuel António da Mota Vocational Training Centre Comprising Mota-Engil Serviços Partilhados Administrativos e de Gestão S.A, Mota-Engil has been operating since 1997, in Oporto, a Vocational Training Centre within the scope of the Alternating Learning System. This training system is aimed at young people under the age of 25 and which have completed the 12th grade, allowing a two-fold certification schooling and vocational and privileging integration in the labour market and the continuation of studies. In this type of training, the theory which involves the social, cultural, scientific and technological components is complemented by practical training in real working environment. The Centre therefore meets the needs of the youth that seek it with the objective of gaining qualification, by promoting integration or professional reintegration.

285 05. SUSTAINABILITY PUBLICATION 283 The ongoing dialogue with schools, public entities and economic agents allows the Centre to be particularly aware of the need to guide the youth depending on labour market dynamics always seeking to privilege training in areas of high employability. The training and financing of the activities are ensured by a protocol with the Institute of Employment and Vocational Training. During the training period the apprentices receive monthly support, namely a scholarship, meal allowance, reimbursement of transport costs and a grant for study material. In 2011 the Training Centre moved to a building in Quinta da Bonjóia, thus improving conditions which included the creation of three new workshops and investment in new equipment. It carried out courses in the areas of engineering and construction, electricity and energy, safety and hygiene at work and in the secretarial, administration and quality areas. The Foundation is going to take on the management of the Centre once it obtains the certification for training entity from the General Directorate for Employment and Working Relations a process that is underway and which is expected to be successfully completed in Porto de Futuro In April 2007, Mota-Engil, together with other leading companies of the Oporto Metropolitan Area, signed the protocol that underpins this project, a protocol also subscribed by the Oporto Town Council, the North Region Education Directorate and the Manoel de Oliveira Vertical Schools Group. The partnership aims at combining the common efforts and interests of the educational community and of the business community through the adoption by the schools of the good practices of the business world s management model. Within the scope of this project, taken on by the Foundation, highlight goes to the following activities developed with the Manoel de Oliveira Vertical Schools Group in Oporto in 2011: Aprender a Empreender Programmes: A Família, A Comunidade e Economia para o Sucesso A Aprender a Empreender - Junior Achievement Portugal Portugal is an organisation performing in the area of education and entrepreneurship and its mission is to encourage and prepare youngsters from the age of 6 to 25 to be successful in a world of global economy. The Aprender a Empreender programmes are implemented at schools during the school year by volunteers of the corporate world with the support of teachers.

286 284 PRESENTATION OF CONSOLIDATED FINANCIAL STATEMENTS 2011 The volunteer transmits to the pupils his professional and personal experience via a specific method. The aim is to raise awareness among youth toward the importance of Learning to Undertake, an enriching attitude which is to be followed throughout life, covering areas such as citizenship, active consciousness, ethics, financial literacy and development of professional life. O Braço Direito This is an initiative in which the students accompany a professional for a day and during which the professional shares experiences and knowledge with the pupil thus allowing him to contact with and participate in daily activities of the volunteer. This experience allows the youngsters to discover the demands and opportunities connected to a specific Professional area. Mota-Engil, once again participated in this initiative and counted with its professionals who accompanied the youngsters. School Merit Aw ards Since the beginning of the partnership, awards have been attributed to the best pupils from the School Group that comprise the Excellence and Honour Board. In 2011 the awards were once again delivered at the School Group Christmas Party. The pupils were given a gift voucher for their academic performance during the previous school year. EPIS EPIS (Business Community for Social Inclusion), is a private, non-profit organisation whose key mission is education, especially the combat against lack of academic success and early school-leaving. In this sense, it has developed an approach, new in Portugal, to fight failure and dropping out from school amongst 7th, 8th and 9th grade students based on a training methodology for youngsters and families developed by a network of professional mediators. The National network of mediators for academic success comprises teams of technical experts with vast experience in these issues and its methodology includes a system that indicates youngsters with risk factors in terms of academic success and a portfolio of specific training methods for each one of these categories thus allowing to prepare individual plans to monitor from up close and continuously. The project National network of mediators for academic success registered a trend of improvement of the marks of 6000 pupils accompanied from up close by 63 EPIS mediators during the 2010/2011 school year. Mota-Engil is one of the founders, together with a vast group of leading national companies. The Foundation is at the front of this association.

287 05. SUSTAINABILITY PUBLICATION 285 Scholarship Programme PROGRAMA BOLSAS ESTUDO APOIAMOS OSTALENTOS DOFUTURO UMA INICIATIVA DESTINADA AOS FILHOS DOS COLABORADORES DO GRUPO MOTA-ENGIL CANDIDATURAS ATÉ 30 DE SETEMBRO The Scholarship Programme began in the school year within the scope of Mota-Engil. Its management then passed on to the Foundation in FUNDAÇÃO MANUEL ANTÓNIO DA MOTA Um compromisso com as novas gerações. Scholarships, valued at 3000 per year and per recipient, are attributed to university students, children of Group employees with low economic resources and good academic results. Impresso em papel ecológico livre de pasta de madeira e cloro. The programme has supported 92 students to date and is already in its 6th edition. AF_CARTAZ Bolsas de Estudo_paths.indd 1 7/5/11 1:01 PM

288 286 PRESENTATION OF CONSOLIDATED FINANCIAL STATEMENTS 2011 This programme aims to promote a policy of equal opportunities that will contribute toward higher qualification levels of youngsters and will encourage their academic performance. Bearing these objectives in mind, the Foundation signed a protocol with a Cape Verdean student with Great economic difficulties and granted him a scholarship to complete his university studies and paid for his accommodation in Portugal. Protocol with the Cidade de Lisboa Foundation The Cidade de Lisboa Foundation seeks the protection of cultural, artistic, monumental, ethnographic, touristic, social and educational values of the city of Lisbon. It seeks to further encourage the study of urban reality in general and the development of relations and exchanges between Lisbon and other cities nationally and internationally, particularly with Portuguese-speaking cities in which there are significant Portuguese communities. Its intervention areas also include education, training and science, emphasizing in particular the action of Colégio Universitário of the Nuno Krus Abecasis Cooperation. Mota-Engil sponsored scholarship holders of the college that come from Portuguese Speaking Countries. The Foundation continued this sponsorship allowing the development of relations of exchange and cooperation between cultures and peoples united by the Portuguese language. 4. CULTURE Centro Nacional de Cultura The Centre for National Culture (CNC) is a cultural association founded in 1945, seeking to be a space of encounter and dialogue between different political and ideological sectors, in defence of a free and multidisciplinary culture. Most of its work has been dedicated to the defence of the Portuguese cultural heritage, the disclosure of the role played by the Portuguese culture in the world and the upgrade of its relations with other cultures. The European dimension has gained increasing importance in CNC, developing projects in partnership with counterparts in other European countries. The Festa na Baixa (FNB) (Party Downtown), promoted by the National Cultural Centre Oporto Centre, has become a reference event in Oporto, since its first edition in This initiative that has the support of the Oporto Town Council and is sponsored by several institutions, seeks to contribute toward the liveliness of downtown Oporto by performing a diverse range of cultural events, close to citizens in their daily lives, in the streets and in the squares, at cafés and many cultural, institutional and commercial facilities. The Foundation sponsored this event, continuing the previous support rendered by Mota-Engil, thus helping CNC to continue, expand and diversify the activities of an institution of great prestige in the dissemination of culture in Portugal. A Fundação patrocinou este evento, dando continuidade a apoios anteriores por parte da Mota-Engil e ajudando assim o CNC a prosseguir, desenvolver e diversificar as actividades de uma instituição de grande prestígio na difusão da cultura em Portugal.

289 05. SUSTAINABILITY PUBLICATION 287 Cooperativa Árvore Árvore, Cooperativa de Actividades Artísticas, CRL, was founded by a group of plastic artists to contribute to the cultural renovation of the city of Porto within the framework of a project of mediation between plastic artists and the public. Throughout its existence, Árvore has opened its facilities to hundreds of painters, sculptors, photographers, designers, architects and other artists, while also organising countless colloquia, cinema cycles, musical events and plays, co-operating with various public and private institutions in the promotion of culture within the city. The co-operative has its own workshops and studios that it opens up to the artists and to all those who frequent its free facilities in sundry areas of the plastic arts. Árvore has been awarded a large number of distinctions, including the title of honorary member of the Order of Prince Henry. The Foundation granted a donation to the institution, giving continuity to the support rendered by Mota-Engil, thus contributing to the fulfilment of its inestimable cultural mission in the city of Oporto. Association of the Friends of the Oporto Coliseum Over its sixty years of existence, the Coliseu do Porto marked careers, inspired generations, enhanced art and culture. Its charisma, architectural beauty and artistic wealth, turned the Oporto Coliseum into the most emblematic showroom in the city. It became the stage of the city and also the world stage, because it brought to Oporto the best national and international artists, affording memorable moments that enhance and eternalize the Coliseum of Oporto. The Foundation became a Friend of the Coliseum in Trofa Town Council The Municipality of Trofa organized for the seventh consecutive year the Lusophone Meeting of Literature for Children and Youth, held at the Trofa Casa da Cultura in May This project, integrated in an area that promotes books and reading, aims to promote cultural exchange between Portuguese-speaking countries and the enhancement of Lusophone cultures. This event brought together nearly participants / visitors to the different activities, such as literary meetings, training, performances, art exhibitions and a book fair. The Foundation sponsored the 7th Lusophone Meeting of Literature for Children and Youth, thus contributing to the achievement of the objectives that underlie this event. Banda Musical de Amarante Founded on December 1st 1854, when it was called the Filarmónica Amarantina, it came to be called the Band of the Amarante Voluntary Fire Brigade in Recognised as an institution of public utility, the band now has 40 members and it performs mainly in northern and central Portugal. With its long history and extensive musical repertoire, the Amarante Musical Band is a leading institution in the municipality, contributing to the promotion of culture, music in particular. The Foundation sponsored this prestigious institution in a municipality that has strong ties to Mota-Engil.

290 288 PRESENTATION OF CONSOLIDATED FINANCIAL STATEMENTS Foundation Spaces The Foundation provides its spaces to Mota-Engil companies free of charge, as well as to external entities linked to the social economy sector. These spaces consist of an auditorium (with capacity to seat 80 persons, with video and sound system), a multipurpose exhibition area and other reception and circulation area. In 2011 the Foundation hosted the following events: External Entities Junior Achievement Portugal training session carried out in March to the Mota-Engil volunteers within the scope of the project Porto de Futuro, under the programmes: Family, Community and Economy for Success Portuguese Institute of Oncology of Oporto Talk on palliative care in July by Prof. Daniel Serrão during the 15th anniversary of the Palliative Care Unit of the Portuguese Institute of Oncology of Oporto. Entrajuda A cycle of 9 training sessions held between September and November, for managers and technical staff of private social solidarity institutions on management by objectives, leadership, management of volunteers, insurances and customer service Positive Impulse/District Union of the private social solidarity institutions of the District of Oporto Cycle of training sessions on general management held in November for technical staff of private social solidarity institutions Mota-Engil Group Mota-Engil SGPS two sessions of the programme Entre Nós, in May and July, by António Mota, Chairman of the Board of Directors of Mota-Engil SGPS on the launch of the Foundation, comprising a film Construir uma Vida (Building a Life), related to the life and work Manuel António da Mota. Mota-Engil SGPS a talk by Jorge Coelho to pupils in the MBA Atlântico programme Mota-Engil SGPS two sessions of the programme Entre Nós, in May, led by the Director of Mota-Engil Engenharia e Construção, Fiel Barbosa, on the activity of Mota-Engil in Poland Mota-Engil SGPS three training sessions under the responsibility of the Corporate Division of Human Resources Mota-Engil Engenharia e Construção training session for employees of the Architecture and Civil Construction Centre, held in May by the company Autodesk

291 05. SUSTAINABILITY PUBLICATION Communication and Image Public launch of Foundation The auditorium of the Puerto Serralves Foundation hosted the public launch of the Foundation on 14th April The ceremony was attended by hundreds of guests including VIPs from the national public life. António Mota, representing the founding entities, took the floor to explain the purpose of the Foundation and the main motivations that inspired its creation, referring also to the strategic objectives that will guide its action, aspiring to become a benchmark institution in the country. The speech was followed by a film Building a Life, illustrating the life and work of Manuel Antonio da Mota, whose inspiring example presided over the creation of the Foundation. To honour his memory and pay homage the Foundation was named after him. A standing buffet was served at the closing of the ceremony and a copy of the film was distributed to all those present. 7. Institutional representation Centro Português de Fundações The Centro Português de Fundações (CPF) (Portuguese Foundation Centre) represents the foundation sector in Portugal. CPF is a private institution, recognised as of public utility, currently grouping one hundred Portuguese foundations from all over the country of different origins, sizes, purposes and scope of action. The Foundation joined CPF in March Events The Foundation was represented at several events throughout the year and participated in the following initiatives: 6th Social Conference of Lousada organised by the Lousada Town Council on the theme From Citizenship to Social Sustainability (27th May 2011, at the Lousada Municipal Auditorium) Seminar organised by EAPN Portugal/European Anti-Poverty Network on the theme The Other Sides of Volunteering (11th October 2011, Condeixa-a-Nova) Meeting on Social Responsibility organised by the Social Network of Santa Maria da Feira (20th October 2011, Santa Maria da Feira) Volunteering Forum organised by the Porto Social Foundation (18th November 2011, Almeida Garrett Municipal Library, Oporto) Seminar of Rede Capacitar o Tâmega on the theme New Sustainability Strategies of the Private Social Solidarity Institutions (25th November 2011, Casa da Calçada, Amarante)

292 290 PRESENTATION OF CONSOLIDATED FINANCIAL STATEMENTS 2011 SOCIAL RESPONSIBILITY OTHER INITIATIVES Other Social Responsibility initiatives under the aegis of the Mota-Engil Group companies shall be described below. 1. SOCIAL SOLIDARITY Santarém Town Council At Christmas, the Santarém Town Council challenged several companies to convert their Christmas gifts into a food donation to the Food Bank Against Hunger. Mota-Engil welcomed this initiative by contributing toward this movement of solidarity. Social Shuttle LOGZ financially supported the implementation of the Social Shuttle initiative in the parish of Pinhal Novo, and also promoted its dissemination. This initiative was developed in order to speed up the mobility of the population, particularly of the elderly between the various localities and the parish seat when they go to the medical centre, post office, pharmacy, shops, among others. This transport network was created with pre-defined and regular routes in conjunction with the Parish Councils, in order to serve a greater number of inhabitants and to cover the shortfalls of public transport in the region. This initiative has improved the mobility of the rural parishes of Pinhal Novo, Palmela and Poceirão, with over inhabitants and it is estimated to have been used by more than 1000 people. The cost of this project has focused almost exclusively on the rental of mini-buses that ensured this initiative. Social Centres LOGZ supported the creation of social centres in the parish Poceirão. Through the rehabilitation of closed schools and places where the population could be gathered (e.g. Multipurpose Pavilion), social centres were created in order to reduce the isolation and remoteness of the elderly population in rural parishes, where the dispersion is large and interaction is reduced, particularly amongst the elderly. These spaces are used by more than 30 people. Christmas Hampers Over 200 Christmas hampers with food were distributed to needy families of Pinhal Novo and Palmela. With the financial contribution of LOGZ that purchased these products, it was thus possible to allow a greater number of families referred by the Social Commission of the Parish, to have a holiday season as normal as possible. Christmas Gifts Vibeiras decided to replace the Christmas gifts they gave to their customers, by donations to the 12 charities from north to south, thus supporting the communities where it was present throughout the year. These institutions operate in the areas of disability, social inclusion, home care service and transportation of patients, among others. Indáqua Partnership Indáqua Santo Tirso / Trofa, through its employees, offered about 30 cans of powdered milk for babies of the institution ASAS - Association of Solidarity and Social Action of Santo Tirso.

293 05. SUSTAINABILITY PUBLICATION SPORTS Académico de Amarante Sport Clube Académico de Amarante Sport Clube is an important institution in the field of sports in Amarante, a municipality to which Mota-Engil is linked by strong institutional, symbolic and affective ties. As part of the historic support that Mota-Engil has provided over the years to institutions in Amarante in various sectors, Académico de Amarante Sport Clube, noted for its effort in promoting sport for the young, essential to the full development of children and youths have again merited Mota-Engil s attention and support. Bicicamping In the summer of 2011, the Vibeiras supported a programme of social and cultural activities and entertainment of the Campsite on the Pedrógão Beach, enabling a new activity: bicycle rides and respective rental service. The number of hours spent was 315 hours, a result that topped the expectations of the public organizing entity. Air Festival in Grândola Vibeiras supported the organization of the 5th Air Festival, held in the Municipality of Grândola. The event brought together more than four thousand visitors and was held in July on the beaches of Melides, Galé, Carvalhal, Comporta and Tróia. This initiative is part of a municipal strategy for the promotion and enhancement of the county of Grândola and of the Alentejo Coast. The Air Festival has very different activities, such as Airplane modelling, paramotor, paragliding, kite surfing, windsurfing, stunt kites, static kites, acrobatic airplanes, among others. Mountain Biking in Torres Novas Vibeiras supported a mountain biking race MTB held in October in Torres Novas. The race was divided into two marathons, with 68km and 38km. The event was organized by a non-profit sports association of the region and directly involved about 80 people. Forty-five athletes received awards per level in both races.

294 292 PRESENTATION OF CONSOLIDATED FINANCIAL STATEMENTS 2011 MANVIARUNNERS Running for Fun!! ManviaRunners promoted, during 2011, various races, such as the Marathon and Half Marathon of Lisbon and Oporto the Lisbon and Oporto São Silvestre Race among others. It participated in about 12 different events. With the motto Running For Fun, this group has enabled peer interaction associated with the practice of sport, actively influencing the creation of new and positive sports habits. The ManviaRunners group started in February, in Oporto, at the Father s Race 3. CHILDHOOD AND YOUTH Casa da Criança de Tires Casa da Criança of Tires is a Temporary Shelter Centre which opened on 15th May 2001, in order to temporarily accommodate children of both sexes, aged 3 to 10 years, children of the inmates of the Tires Prison or other at-risk children (referred by the Social Security or the Juvenile Court) that await the definition of their life project. Under the coordination of the Champagnat Foundation, this project s main partners are the Regional Social Security Centre of Lisbon and the Tagus Valley, the Directorate General of Prison Services and the Cascais Town Council. Sensitive to this reality, Mota-Engil gave a donation to support the activities of this institution.

295 05. SUSTAINABILITY PUBLICATION 293 Holiday Camps By contributing toward the purchase costs of transport rental services, LOGZ provided dozens of children and youth of the parishes of Pinhal Novo and Poceirão, from 6 to 12 years of age, a healthy occupation of their leisure time, through a recreational and educational mini holiday. This initiative which took off in 2009 and has allowed since said date that some 500 children enjoy a different holiday, is intended primarily for children and young people from disadvantaged social classes as a way of combating exclusion and promoting social solidarity providing them the opportunity to make contact with entertainment and other activities that generally they do not have access to. This program conducted in conjunction with the Parish Councils has been very successful in that it promotes cultural and sports activities, citizenship training, tours, trips to the beach and pool, games, adventure sports, nature walks and many games. School Kits In order to suppress the level of material deprivation experienced by underprivileged school students of the parish of Palmela, referred by the Group of Schools EB1 + JI and the Social Security, LOGZ offered school kits (consisting of notebooks, pencils, erasers, pens, among others) to about 200 students at the beginning of the school year. 4. ENVIRONMENT Vibeiras Obtains Iso 14001:2004 Certification Throughout 2011, Vibeiras implemented practices and legislation for the certification of its management system by the NP EN ISO 14001:2004 standard - environmental certification. This certification, obtained in early 2012, provides requirements for more effective management of environmental aspects of activities and company business, ensuring a more rational use of energy and resources and further reducing costs over time. With this focus, Vibeiras confirms its commitment to environmental protection.

296 294 PRESENTATION OF CONSOLIDATED FINANCIAL STATEMENTS 2011 Reduction of Fuel Consumption In 2011, Vibeiras instituted a quarterly bonus of reducing fuel consumption in the company fleet, having started in 2008, a policy of consumption reduction, registering significant improvements. In the current universe of 141 vehicles, there was a 35% reduction in the average consumption per vehicle, from 10.7 l / km to 6.98 l / km (data from 2007 and 2011) allowing the company to save EUR 196,000. This data confirms a change of attitude by the employees. Environmental Initiatives - Indáqua Indáqua s main commitments and principles of operation, as part of its Integrated Management System are: active participation for sustainable development, promoting the rationalization of consumption of natural resources and energy, proper waste management and prevention of pollution thus minimizing environmental impacts of its activities. In this context it has developed initiatives aimed at protecting the environment, which are: Energy efficiency: Installation of digital clocks to schedule operating times of boilers, air-conditioning and ventilation; programming operation of the elevator of the Indáqua Matosinhos facilities only for the cleaning services; Aqualevel promoted the use of PDA s in their services, opting for software with a dark background in order to minimize energy consumption. Efficient use of water: In order to contribute to an efficient use of water, Indáqua has continuously invested and implemented methodologies specifically targeted at the reduction of water losses in the network, working on aspects such as the active control of ruptures, pressure management, asset management, fast and efficient repair of anomalies, the management meters, control of water purchased and detection of illicit connections. Thus, Indáqua has been able to, year after year, improve its operating results in this area. Waste: In order to reduce waste production, the number of printers was reduced, thus significantly reducing unnecessary printing and actions were implemented to raise awareness amongst employees for the separation and reduction of waste. Environment Friendly Driving As part of compliance with the Manvia Annual Training Plan, the theme Training for Active and Passive Safety in Driving was identified as a need. The multidisciplinarity of the subject resided essentially in two parts and the approach was theoretical and practical, on two consecutive days: Active driving in the prevention of accidents (mostly in risk situations) presented as a lecture; Economic driving supported by the good practices of driving. For this action 17 trainees were selected. Their profile was based on selection criteria obtained through the mileage levels at the service of Manvia. This action featured several goals, among which: To reduce fuel consumption and the wearing of material in vehicles thus increasing the their lifespan; To reduce maintenance costs of the car fleets; To increase the level of knowledge of environmentally friendly driving techniques..

297 05. SUSTAINABILITY PUBLICATION 295 Environmental Education and Awareness - Suma SUMA, as an entity that operates in the environment area, develops an annual comprehensive program of social responsibility, promoting individual and collective citizenship of its workers and the surrounding community. Assuming an investment policy in civic education of the population, especially of younger generations, this program intervenes qualitatively in the transmission of specific knowledge related to the prevention of waste production - through reduction at source, recycling of component with value and reuse for the same or new purposes - with the self-assessment (respect for public spaces and equipment) and the straight-peer monitoring (accountability of the behaviour of others) as well as related transversal issues. Risk prevention, basic health and nutrition, road safety, among others, are contents explored in the more than four hundred environmental awareness campaigns implemented and aimed at generating critical consciousness that will act within a perspective of change and development and build more environmentally responsible generations. The focus on the achievement of a collective civic responsibility and of national scope is associated with promoting acquisition and maintenance of personal and social good manners, through the adoption of behaviours and routines of packaging and disposal of waste, sorting at source and application of consumption eco codes, themes that aim to safeguard natural, financial and human resources. Contrary to the objectives of the company as a private operator - regardless of the interests of greater turnover in terms of tonnes of waste collected the aim of the awareness campaigns is that residents generate less waste, either through recycling (collection system which in most contracts is not of the responsibility of SUMA), or by reducing at source, so that those which this is targeted at can understand the advantages of such procedures. Of all the existing campaigns, 62 were in alignment in 2011, and highlight goes to the mobile awareness units (Lixoteca Itinerante) solidarity mobile units (Reutilândia ), as well as skills certification project at Schools. Lixotecas, making use of sensory exploration activities and media, ensures the transmission and sedimentation of knowledge related to the characterization of the waste and solutions directly associated with the shared management of responsibilities. It defends the concepts of reducing, reusing, recycling, respect and accountability through easy to grasp educational games, and the contents are to be propagated by children within their relational sphere, reaching, in a qualitative way, the adult population (the one with most responsibility on pro-environmental procedures and routines).

298 296 PRESENTATION OF CONSOLIDATED FINANCIAL STATEMENTS 2011 Reutilândia, amongst the awareness campaigns released in 2011, corresponds to the project that most contributes toward the corporate social responsibility of the SUMA Group. Designed to collect objects that some people no longer need and are then channelled to the neediest populations, focusing on the re-use of goods, the solidarity mobile unity joins environmental principles (freeing up waste landfill with potential for re-use) to social solidarity, demonstrating the company s concern with the surrounding community and its pro-activity and contribution toward the minimization of effective problems. The process of certification of skills, covering a wide range of issues related to awareness of environmental issues in what concerns solid waste (in terms of collection and street cleaning), developed within primary schools, makes use of environment-related books to encourage awareness toward active citizenship of students, teachers and families, addressing transverse issues linked to risk prevention and road, and food safety. The focus of the company is set on social responsibility in relation to the community and its employees. The other campaigns, although less general, also focus on issues related to safeguarding the environment and improving the quality of life of people covered in service contracts. 5. COMMUNITY AND CITIZENSHIP National Meeting of Civil Engineering The College of Civil Engineering of the Engineers Association promoted in March 2011, at the Faculty of Engineering of the University of Oporto, the National Meeting of Civil Engineering under the theme Civil Engineering - Challenges for the Future. Mota-Engil, silver sponsor, supported this event which included a series of lectures given by renowned experts in the field of civil engineering.

299 05. SUSTAINABILITY PUBLICATION 297 8Th Iscpsi/Apav Solidarity Race The Institute of Police Sciences and Homeland Security (ISCPSI), in partnership with APAV - Portuguese Association for Victim Support, have organized since 2004 an athletic competition which takes place in the city of Lisbon. By encouraging the practice of sports, this joint initiative aims to promote healthy lifestyles, contributing to bring the police institutions closer to the community and to organizations that work in favour of vulnerable social groups. On 27th March 2011, the 8th edition of this race was held. There has been a growing participation of athletes and sponsors, united by the spirit of social solidarity which governs the organization of the event. Mota-Engil once again supported this initiative by sponsoring its implementation and thus trying to give one more example of its involvement in social causes. ASSOCIATION OF FAMILY BUSINESSES The Association of Family Businesses is a non-profit organization created on 14th October All its members are Chairmen, Directors and members of the Board of Directors of Family Businesses of which they are owners. The Association helps Family Businesses improve their management, expand their universe of knowledge and prepare them for change. The Association offers a programme of services and training and conducts seminars, conferences and congresses and has a website devoted exclusively to Family Businesses. Mota-Engil gave a contribution to support the activities of this institution. Corporate Confederation of Portuguese Speaking Countries Under the constitution of the Corporate Confederation of Portuguese Speaking Countries, its Portal was launched at the Summit of Heads of State and Government of Portuguese Speaking Countries. Mota-Engil contributed toward the launch of this portal, providing support to ELO - Portuguese Association for Economic Development and Cooperation. Associação Acredita Portugal The Association Acredita Portugal aims to develop and strengthen the confidence of the Portuguese and the trust in the Portuguese. These are the Association s aims inherent to its mission: To develop a positive attitude, creating a space for the formulation of projects / dreams and the informed decision to pursue them; To encourage entrepreneurship of the Portuguese by supporting the implementation of their projects. Mota-Engil has contributed by supporting the Association s activities.

300 298 PRESENTATION OF CONSOLIDATED FINANCIAL STATEMENTS 2011 CONTRIBUTION TOWARD THE COMMUNITY - INDÁQUA The interaction of Indáqua with the community that surrounds it (Customers, Associations, Schools, Universities, Media, amongst others) is carried out in various ways, highlighting the following: Development of two information campaigns to customers of all concessions, materialized by sending a flyer along with water invoice: Tap water times better and Join the direct debit system. Gain more time for yourself ; A set of information and games and interactive environmental education available on the institutional site - with highlight to: Children s Story - Indy, the droplet that needed to take a bath, 13 question Water Game and Water Cycle.

301 05. SUSTAINABILITY PUBLICATION 299 Installation of showers, drinking fountains and area to wash feet at the Matosinhos beaches, by Indáqua in collaboration with the local council. Promotion of various awareness and information actions at schools, on consumption of public supply water by Indáqua Fafe. Continuation of the project Clean drinking water holds our body and soul together, at the schools of the counties where it operates, an action exclusively dedicated to students in 5th grade and aimed at environmental preservation, taught through the correct habits of water consumption of supply networks. This project, which involved, in 2011, 46 schools, 280 classes totalling 8099 students, was awarded with the Dr. Francisco Fonseca Henriques 2010 Award. Participation of VISTA WATER in the International Fair of Environment, Equipment, Services and Environmental Technologies in Luanda (Angola) and dissemination of the campaign Tap water times better in magazines. Training in Angola by VISTA WATER in Quality Control of Drinking Water by Portable Laboratories to Analyse the Quality of Water. This training, conducted in several provinces of southern Angola, with a duration of one week in each province, intended to enable the technicians of local WTP (Water Treatment Plants) operating local water treatment and distribution systems, to carry out quality control, among other activities. In 2011, five training courses were carried out in five different provinces in the centre and south of Angola. Around 80 technicians received training. Indáqua Feira established a protocol with the Town Council for payment in instalments by the customers, of the connection to the public network.

302 300 PRESENTATION OF CONSOLIDATED FINANCIAL STATEMENTS CULTURE Virgínia Theatre Vibeiras renewed, for the 4th consecutive year, support to the Virginia Theatre in Torres Vedras as bronze sponsors. The Virginia Theatre, integrated in the national network of theaters and culture, is a cultural space with over one hundred years, which was refurbished and opened in Featuring a rich and diverse artistic programme, aimed at all age groups and social groups it promotes the enhancement of the Central region so that it stages knowledge and art, boosting encounters between performing arts and the different communities. With this protocol, Vibeiras benefits from communication and image, as well as invitations to shows and events available to employees, customers and partners. Vibeiras also supports annually the Coral Sinfónico de Portugal (Choir).

303 05. SUSTAINABILITY PUBLICATION 301 Photobiography of Gonçalo Ribeiro Telles Vibeiras supported the publication of the book in honour of Gonçalo Ribeiro Telles, which was presented in December at the Calouste Gulbenkian Foundation. Gonçalo Ribeiro Telles was honoured as man, politician, architect and visionary. Vibeiras would not fail to join this publishing project, along with the Portuguese Association of Landscape Architects and the University of Évora. It was yet another way of contributing toward the dissemination of the profession of Landscape Architect and to honour one of the most recognized figures of Landscape Architecture in Portugal. Some works designed by Gonçalo Ribeiro Telles comprise the Vibeiras portfolio, such as the Garden of the Information Center of Expo 98, the Riverside Walk and Triangular Garden, all in Parque das Nações, works carried out for the 1998 World Exhibition between the years 1995, 1996 and Serralves Foundation The Serralves Foundation is a cultural institution of European scope serving the national community and whose mission is to raise public awareness toward contemporary art and the environment, through the Museum of Contemporary Art as a multidisciplinary centre of the Parque as natural asset devoted to environmental education and entertainment, and the Auditorium as a centre for discussion and debate on contemporary society. Recognized today as one of the leading Portuguese cultural institutions and the most relevant in northern Portugal, the Serralves Foundation has developed a great effort in promoting contemporary art at national and international level and disclosing its remarkable architectural heritage and landscape. The Foundation organizes and presents annually to the public a diverse programme of initiatives, with the purpose of boosting debate and curiosity about art, nature and landscape, educating creatively and promoting discussion on contemporary society. The Mota-Engil Group, which integrates its Council of Founders since 1994, has sponsored various activities of this institution, maintaining the status of Exclusive Sponsor of the House of Serralves acquired with the protocol signed with the Foundation in Originally conceived as a private residence, the House is a unique example of Art Deco architecture classified as property of public interest. Casa da Música In 2011 MANVIA maintained its participation in the Programme Friends of the Casa da Música Foundation, aiming to provide cultural activities of this institution to its Employees and Customers.

304 302 PRESENTATION OF CONSOLIDATED FINANCIAL STATEMENTS EDUCATION AND SCIENCE University of Oporto The University of Oporto celebrated its 100th anniversary in March 2011 and organised an extensive programme of celebrations with a vast number of cultural and scientific events: art exhibitions, science dissemination activities, international conferences and meetings, musical concerts, publication of books and even sports competitions between different universities. Mota-Engil joined a group of public and private entities to support these celebrations, as well as some investments aimed at preparing the way so that in the near future, the University of Oporto can be considered as one of the top 100 universities in Europe. Luso 2011 Mota-Engil granted support PARSUK (Portuguese Association of Researchers and Students in the UK), thus sponsoring the annual conference of Portuguese students and researchers in the UK, LUSO2011. Over the past years LUSO has featured prominent speakers. The event has received around 200 participants and has been highlighted in the Portuguese press. The 2011 edition, focusing on innovation and entrepreneurship in science and technology, was held in Nottingham on 18th June, with several lectures by Portuguese entrepreneurs and academics working worldwide. Prémio Jovem Arquitecto Paisagista The Jornal Arquiteturas / Vibeiras Jovem Arquiteto Paisagista Award is an annual award aimed at recognizing the work of students and young landscape architects. This Award is organized by Vibeiras in partnership with a communications company, since 2004, and as of 2009 has been extended to the Spanish and Latin America markets. Candidates are invited to submit a project, either individually or in groups, under the theme Recovery of Public Space, which is assessed by a jury according to the following criteria: Concept and Originality, Joint Technical Solution, Solution Sustainability and Project Presentation.. Vibeiras is also responsible for the prizes awarded to winners. In the last three editions there were international trips and accommodation to attend the International Congress of Public Parks and Gardens which has already taken plane in Peru, Switzerland and will be held in Brazil in 2012.

305 05. SUSTAINABILITY PUBLICATION 303 Logz Goes to School LOGZ developed in conjunction with regional schools, a programme in order to adequately explain and through the use materials suitable for the intended audience (children) of the parishes of Pinhal Novo, Palmela and Poceirão, the Logistics Platform Project and its operation, as well as their links with the surrounding community. In a simple and accessible manner information on the Project was transmitted with the aim of involving not only school children but also their families. In these actions, held at primary schools 400 students were involved through a role-play where the role of logistics in a globalized world was explained in a simple way. To that effect the children were given a small colouring book with the story. In parallel, LOGZ helped to equip these schools with audiovisual and computer equipment. Novas Oportunidades Vibeiras promoted various disclosure actions to employees with an education level lower than 4th, 6th, 9th or 12th grade in order to apply for the New Opportunities initiative, supported by the Government and the European Union. The initiative is a process that allows the formal recognition of learning made by the person throughout his life, which may allow access to the primary or secondary school level diploma. Some employees have been integrated into specific programmes. The process had the full support of Vibeiras that views the professional development of its human resources as an asset of utmost importance. 8. HEALTH League of Friends of São João Hospital The League of Friends of São João Hospital (Oporto) was created in 2006 to promote the well-being of the patients and the good name of the São João Hospital. It acts, above all, in the chapter of humanisation of hospital care, complementing and enriching the hospital s mission, putting forward solutions for the improvement of the services provided. It is also especially devoted to providing support to the disabled, children and the elderly with particular needs of social, material or affective nature. Acknowledging the remarkable effort of the League of Friends, Mota-Engil, in its capacity of friend of the League, once again provided support to its initiatives in Ernesto Roma Foundation The Ernesto Roma Foundation was created to support the oldest association in the world in the help to people with diabetes (Diabetic Association of Portugal - APDP), and launched the campaign 100 Mecenas Unidos pela Diabetes. The campaign was directed at organisations and companies and the objective to raise their awareness to the problem of diabetes making them patrons of this cause with the specific purpose of helping the APDP in the research to find a cure for this illness and in the feasibility of opening the Ernesto Roma Diabetes School named after the creator of Social Diabetology and founder of APDP to teach health practitioners and patients how to deal with the illness and how to treat it. Diabetes is a chronic disease that afflicts around 900,000 people in Portugal and is the fourth cause of death in developed countries. The Mota-Engil Group is a patron of this cause and its support is multiannual.

306 304 PRESENTATION OF CONSOLIDATED FINANCIAL STATEMENTS 2011 Vibeiras Obtains Ohsas Certification Vibeiras obtained certification of its Management System by OHSAS 18001, which will significantly improve the efficiency of internal operations and consequently reduce accident risks and downtime. Employees have thus become more prepared to deal effectively with any future risks, while ensuring compliance with legal requirements. 04 RESEARCH, DEVELOPMENT AND INNOVATION 4.1 INTRODUCTION Research, Development and Innovation (RDI) play a central role within the strategy of the Mota-Engil Group are now an indispensable factor of business differentiation and competitiveness. A large part of the initiatives within this scope show a strong correlation to the sustainability themes, both at an economic level, through the minimising of costs, increase of operating efficiency, improvement of the management systems and the creation of new business opportunities; and at an environmental level, through its influence on minimising the environmental impacts generated by the business activities and processes. This effort is particularly clear in the field of Engineering and Construction. The main initiatives are described below. 4.2 ENGINEERING AND CONSTRUCTION General Comments In 2011 the Research, Development and Innovation Management System proved to be based on strong foundations, created in previous years, and transformed into a boosting methodology that allowed: to concentrate a larger number of ongoing initiatives at the company; to focus on existing projects aligning them with the company s strategic guidelines. To achieve this maturity the development of the support platform for this innovation process - InnovCenter. The platform was recognized at the beginning of 2011 by the Nielsen Norman Group as one of the Top 10 intranets for 2011 and it is currently available to employees of Mota-Engil Engenharia Organização The RDI Management is committed to the Mota-Engil Engenharia Innovation, Technology and Performance Division. The implementation of the Corporate Model for Functions and Skills integrated in the Skills Mapping Project allowed to reinforce the importance of competence and innovation amongst Mota-Engil Engenharia employees, and the development of the Balance ScoreCard that comprises the Project Score allowed to strengthen the commitment of the several business units as regards Innovation.

307 05. SUSTAINABILITY PUBLICATION 305 AUDITS, RESULT ASSESSMENT AND TRAINING In 2011, two audits were carried out to the RDI Management System - one internal audit, where a set of actions for the system s improvement was identified, and an external audit by APCER, where all the changes that had been set to the system were assessed and validated. That audit was a follow-up audit because the audit for the renewal of RDI Certification took place 2010 COMMUNICATION At internal communication level there were events promoted (seminars, workshops) on knowledge, technology and Innovation at Mota-Engil Engenharia, with highlight to the following: Introducing Project SIGABIM Open Day What Can I Change? open day for young engineers under the theme Industrialised Construction; Presentation of internship projects of young engineers In the field of information communication technology, the sitec platform was implemented through the communication of technical news, development of a more efficient search engine and of the structuring of information and technical knowledge, including Scientific Papers, Technical Publications, Technology, Thesis, Internship Reports, Final Report of Works, Technical Press, Normative and Regulatory Reference Documents, among others RDI Management System Relationship with external entities Relationships and interface management with external entities is of major importance for the RDI management system. Customers, suppliers, distributors, partners, competitors, consultants, corporate associations, knowledge centres/ higher education institutions, the state and regulating bodies as well as specialised technical press and the market in general, comprise a vast collection of interfaces with external entities worth developing. Within this scope there is still the protocol entered into by the University of Minho with the aim of establishing and developing technical, scientific and innovative co-operation actions in areas of interest to both Mota-Engil and the University of Minho. Highlight should be given to the following partnerships and initiatives: Initiatives: Inova Gaia Participation in a business incubator PTPC Participation in the Technological Platform for Construction

308 306 PRESENTATION OF CONSOLIDATED FINANCIAL STATEMENTS 2011 Partnerships: INFOR Co-operation protocol within the scope of the SIGABIM project Miguel Krippahl Co-operation protocol within the scope of the SIGABIM project VICO Co-operation protocol within the scope of the SIGABIM project; FEUP Cooperation Protocol within the scope of the SIGABIM project and support to master theses of Civil Engineering students Mathematical Engineering Laboratory (ISEP) Cooperation protocol within the scope of the project Determining measurement errors ; welisten Cooperation protocol within the scope of the development of the Innovcenter platform; Linear Project Cooperation protocol within the scope of the VIRMEEC project; PTCP (Portuguese Technological Platform for Construction) Development of technology watch activities; BIM Forum Promoting BIM methodology at national level. Lastly, as has occurred for several years now, highlight goes to the award of a prize to the best student in civil engineering at the Engineering School of the University of Oporto (FEUP). Technology Watch In order to facilitate the transfer of new construction technologies, note goes to the implementation of technology watch methodology, particularly in relation to the following information means: international reports of construction trends, tradable emerging technologies and solutions, representative items of technical press, patented construction materials and system and technical and scientific research lines. The results of this monitoring are available on the sitec platform and through a specific report for the dissemination of technological information. RDI PROJECTS Organisational Maturidade IDI 2010 A programme comprising several initiatives that allow the achievement of a high level of creativity, innovation and entrepreneurship within the company and that generated the support platform for the innovation process InnovCenter; Link.ME A project that aims at designing and implementing a Knowledge Management System. HiLoTec Development of a technology for sustainable self-construction for small houses in emerging countries. A project developed in partnership with the University of Minho and Mota-Engil Malawi.

309 05. SUSTAINABILITY PUBLICATION 307 Curriculum ME Platform Development of a computer platform that allows to systematize all information pertaining to works carried out by Mota-Engil Engenharia. This platform will be available in all countries where the company operates. Cockpit Development of a platform with management indicators to follow-up on performance of the various business areas of Mota-Engil Engenharia. The aim is to provide relevant information to the various managers in good time in order to support decisions in a quicker and reasoned manner. Construction and Infrastructures SRG characterisation models Developing a geotechnics characterisation model adapted to residual soil GNSS Network Developing a skills centre and a new business unit within the field of precision positioning that will create innovative and unique solutions in the market Building Information Model Using virtual simulations to reduce inherent risk for the construction process VIRMEEC Developing a computer tool to support the decision of defining and optimising the production strategy of road works Encarregados On-Line Developing a computer solution with a friendly interface that will facilitate communication between the project manager and the construction manager Demolition and Construction Waste management market Developing an application which will allow optimising Demolition and construction waste management and boost its value InPEC - Innovative Process for Efficient Construction Aims to achieve a solution of international response through the field in all aspects of a portfolio of construction solutions for the construction of housing projects ensuring the optimization of deadlines, costs and materials Central Laboratory: Handbook of formulation studies that were carried out in the laboratory Creating a handbook with the various methodologies used in formulation studies that were carried out in the LABC. DIP Use of the deflectometer of portable impact on the control of implementation of landfills. Complement of the study of ways of improving performance of aggregates used in a sub-ballast layer in what concerns its permeability Complementary study to the work developed in 2009 on the improvement of the permeability of the a sub-ballast produced in the quarry. Study of the relation between the diameter compression and the simple compression in soils treated with hydraulic binders Study of the possibility of defining a correlation for the rupture cargo obtained by diameter compression and uniaxial compression according to the different healing periods.

310 308 PRESENTATION OF CONSOLIDATED FINANCIAL STATEMENTS 2011 Contribution for the study of indirect traction in the combined treatment of soils with lime and cement R&D project aiming to gain awareness on the values obtained in the indirect traction parameter that is critical in determining the final binder percentages to be used in soil treatment; Contribution for the study of Soil Treatment: Assessment of Deformability Study and development of technology for the continuous assessment of the progress of the deformability module in soils treated with hydraulic binders (lime and cement). Foundations and Geotechnics Blanketing of Bentonite Sludge To study solutions to reuse the bentonite sludge Mota-Engil Betões e Pré-Fabricados SIPAV Prefabricated Innovative Solutions for High Speed Railways LEGOUSE Modular Prefabrication of Controlled Cost Building. 05 PERFORMANCE 5.1 ENVIRONMENTAL PERFORMANCE ENGINEERING AND CONSTRUCTION MOTA-ENGIL ENGENHARIA E CONSTRUÇÃO 1. MANAGEMENT SYSTEM Since May 2005, MOTA-ENGIL Engenharia e Construção S.A. is certified under the NP EN ISO Environmental Management standard. The integration of environmental considerations into Mota-Engil strategic decisions demonstrates the importance given to continuous improvement of our environmental performance. In 2012 Associadas Ferrovias and CPTP, entities with certified Environmental Management System were integrated into the Management System and in December the Extension Audit was carried out by the Certification Body. No non-conformities were detected. Management Systems were studied and integrated in order to find synergies and to be aligned with the reference standard. The Environmental Management System at Mota-Engil Engenharia is supported by a network of processes, translated into a functional and organizational knowledge repository oriented toward its businesses. For each activity the associated environmental aspects are identified and assessed in accordance with the internal methodology described in a specific procedure applicable to all activities undertaken by the Organization. Environmental aspects deemed significant are monitored either by applying the rules of operational control, or by defining management programmes. In order to promote continuous improvement in environmental performance of processes, the two indicators of environmental performance whose assessment levels range from 1 to 5, namely:

311 05. SUSTAINABILITY PUBLICATION 309 Level of Compliance in Audit Shows compliance with the regulatory requirements, demonstrating the degree of implementation of the Management System; Level of Legal Compliance Shows compliance with the legal requirements and other applicable to the activities. These indicators are presented biannually and per process. The processes also identify based on significant environmental aspects other Strategic and / or Performance Indicators. The management of information on environmental performance indicators is supported in the transaction in sap allowing the collection of data in real time. The Management System involves the performance of Internal Audit, with a half-yearly planning. In 2011, 27 technical audits were performed by independent internal auditors of the audited areas. The Signature of the Memorandum of Understanding with ICNB Mota-Engil Construção e Engenharia and Institute of Nature Conservation and Biodiversity (ICNB) under the Business & Biodiversity Initiative which aims at increasing the relationship between companies and Biodiversity, agreed to establish a partnership that promotes the enhancement of Biodiversity-related issues in activities carried out by Mota-Engil Engenharia, under the terms of the Memorandum of Understanding. Mota-Engil Engenharia e Construção will be responsible for integrating Biodiversity in the management model of the Company and ICNB will be responsible for monitoring and supporting Mota-Engil Engenharia in actions which will be developed within the scope of the Memorandum that includes, amongst others, the following points: Integrating biodiversity as a factor to consider when assessing the environmental impacts caused by company activities; Promote the recovery of waste to the detriment of disposal, as a way of minimizing consumption of natural resources and degradation of habitats; Develop awareness and education actions, among employees, stressing the importance of preserving biodiversity and its relationship with company activities; Disseminate among Stakeholders (Employees, Subcontractors, Construction Site Developer and local communities), means to prevent and conserve Biodiversity that boost collective awareness to this issue Mota-Engil Engenharia contributed toward the increase the value of the Museum of Natural History of the Faculty of Science of the University of Oporto with the supply of naturalised animals. The naturalised animals belonged to the heritage of Quinta dos Morleiros in Amarante, property acquired by the company. The previous owners had a variety of species which had been collected over the years. Mota-Engil Engenharia consulted the Institute of Nature Conservation and Biodiversity (ICNB), which showed no dispute as to the offer in question. A list was prepared with the identification of all species and a photographic record of the latter.

312 310 PRESENTATION OF CONSOLIDATED FINANCIAL STATEMENTS Environmental Promotion Initiatives Environmental Awareness Awareness campaigns were carried out through direct mailing, alluding to the celebrations of the following dates: World Arbor Day, International Day of Biological Diversity, National Day of Energy, World Environment Day, Integrated in the actions of the World Arbor Day, Mota-Engil Engenharia intended, in an initiative launched by the Sustainability Group and supported by the Directorate of Aggregates, to plant arbutus trees, an indigenous species, on the private land of the Pedreira de Penafiel. The initiative entitled Let s Plant an Arbutus tree Taking care of the environment, I take care of myself aimed to: Complete the initiatives of the International Year of Biodiversity, which the company joined and in which each employee had to adopt a arbutus tree in the office; Promote an initiative within the scope of the Memorandum of Understanding with ICNB; Launch the International Year of the Forest in In the end, each student was given a Certificate of Participation. Douro Interior e Pinhal Interior Within the scope of the International Year of Forests 2011, the sub-concession of Douro Interior developed over the years a set of themes alluding to the forest: January and February: Cork March and April: Start of the Separation of Cutlery Bags Campaign May and June: Mushrooms July and August: Forest Fires September and October: Invasive Species November and December: Protected Areas

313 05. SUSTAINABILITY PUBLICATION 311 European Week for Waste Reduction On the European Week for Waste Reduction, from 19th to 27th November, 2011, 12 actions were disclosed to reduce waste: borrow or rent tools, put NO ADVERTISING HERE on the mailbox; use reusable bags ; avoid wasting food; purchase green refills; drink tap water; limit printing; make compost; use rechargeable batteries; give old clothes; fix damaged appliances; buy in bulk or in large formats. Forest Requalification Project A Requalification Project was prepared. Thus, the following plan of action was established: Rehabilitation of forest roads Km Preparation of land in Carvalhos for planting - 1 hectare, Oak plantation - 1,500 units, This action was postponed to the first quarter of 2012 due to weather conditions and equipment availability Campaign for the Gathering of Cutlery Bags The campaign s main objective was to raise awareness among employees toward the preservation of the forest resource by collecting paper from cutlery packages. This action intended to show that small daily gestures, are essential for the conservation of natural resources.

314 312 PRESENTATION OF CONSOLIDATED FINANCIAL STATEMENTS 2011 Examples of the Actions taken DOURO INTERIOR In Pinhal Interior subconcession a methodology was created for the assessment and subsequent dissemination in the Work of Subcontractors. The assessment considers factors such as the behaviour in relation to the defined operation control rules. Results are disclosed quarterly.

315 05. SUSTAINABILITY PUBLICATION 313 Integrated in the actions of the World Arbor Day, and in partnership with the Proença a Nova Town Council, a local school was invited and indigenous species were planted. The intention is to repeat this initiative in the other lots of the Pinhal (pine forest). Example of Actions taken - PINHAL INTERIOR 2. ENVIRONMENTAL PERFORMANCE INDICATORS The information management on environmental performance indicators of Mota-Engil Engenharia was again supported by the transaction in sap ZGIA. For the calculation of indicators, within the GRI Report Guideline, were aggregated the results of Mota-Engil Engineering. INDICATORS according to GRI (Global Reporting Initiative) ENERGY 11 DIRECT ENERGY CONSUMPTION, BY PRIMARY SOURCE (Diesel) EN ,823 Gj/year DIRECT ENERGY CONSUMPTION, BY PRIMARY SOURCE (Diesel) EN ,655 Gj/year ,348 Gj/year ,823 Gj/year

316 314 PRESENTATION OF CONSOLIDATED FINANCIAL STATEMENTS INDIRECT ENERGY CONSUMPTION, BY PRIMARY SOURCE (Electricity) EN ,444 Gj/year INDIRECT ENERGY CONSUMPTION, BY PRIMARY SOURCE (Electricity) EN ,890 Gj/year ,026 Gj/year ,444 Gj/year GREENHOUSE GAS EMISSIONS 11 DIRECT AND INDIRECT GREENHOUSE GAS EMISSIONS EN ,708 DIESEL (PRODUCTION SECTOR) ton CO2/year 5,672 ELECTRICITY ton CO2/year 28,379 TOTAL ton CO2/year EN 16 EN 16 DIESEL (PRODUCTION SECTOR) ELECTRICITY ,783 ton CO2/year ,706 ton CO2/year ,708 ton CO2/year ,672 ton CO2/year TOTAL ,489 ton CO2/year ,379 ton CO2/year 11 OTHER INDIERCT GREENHOUSE GAS EMISSIONS EN ,037 DIESEL (CAR FLEET) ton CO2/year OTHER INDIERCT GREENHOUSE GAS EMISSIONS DIESEL (CAR FLEET) EN ,415 ton CO2/year ,037 ton CO2/year water 11 TOTAL WATER CONSUMPTION BY PRIMARY SOURCE EN ,661 UNDERGROUND ABSTRACTIONS m 3 52,713 SURFACE ABSTRACTIONS m 3 45,900 PUBLIC NETWORK m 3 165,274 TOTAL m 3

317 05. SUSTAINABILITY PUBLICATION TOTAL WATER CONSUMPTION BY PRIMARY SOURCE UNDERGROUND ABSTRACTIONS SURFACE ABSTRACTIONS PUBLIC NETWORK EN ,025 m 3 /year ,733 m3/year ,176 m3/year ,414 m 3 /year ,922 m3/year ,542 m3/year ,661 m 3 /year ,713 m3/year ,900 m3/year TOTAL EN ,935 m 3 /year ,878 m 3 /year ,274 m 3 /year LIQUID EFFLUENTS 11 TOTAL LIQUID EFFLUENTS CLASSIFIED BY QUALITY AND DESTINATION EN DISCHARGE INTO MUNICIPAL COLLECTOR m 3 3 DISCHARGE INTO TREATMENT PLANT m 3 1,832 DISCHARGE INTO LAND m 3 0 DISCHARGE INTO WATERLINE m 3 1,841 TOTAL m TOTAL LIQUID EFFLUENTS CLASSIFIED BY QUALITY AND DESTINATION TOTAL EN ,598 m ,235 m ,841 m 3 Waste 11 OVERALL AMOUNT OF WASTE PER TYPE AND METHOD OF TREATMENT EN ,434 NON-HAZARDOUS 229 HAZARDOUS 6,935 ENHANCEMENT % enhancement and reuse MEEC 320 ELIMINATION 17,663 TOTAL OVERALL AMOUNT OF WASTE PER TYPE AND METHOD OF TREATMENT NON-HAZARDOUS HAZARDOUS ENHANCEMENT EN , , , , , , , ,935 ELIMINAÇÃO TOTAL ,503 EN ,

318 316 PRESENTATION OF CONSOLIDATED FINANCIAL STATEMENTS ENVIRONMENT AND SERVICES SUMA, SERVIÇOS URBANOS E MEIO AMBIENTE, SA 1. ENVIRONMENTAL MANAGEMENT As an Organization operating in the environment, and as leader of the private operators of Waste Collection and Urban Cleaning, a pioneer and driving force of developments in this activity sector, SUMA assumes its environmental performance with great responsibility and sense of mission. In this sense, the organization has documented and established the following objectives within the scope of environmental management: to comply with the existing legal provisions on Environment and Health and Safety at Work and to plan the operations that are associated with significant environmental aspects consistent with its Management Policy and its objectives and targets, in order to ensure that these operations are carried out under specified conditions; to establish methods to control not only the situations related to environmental aspects and significant risks, but also situations where the absence of these methodologies can lead to deviations from Company Policies and objectives. Each year, a monitoring programme is set in order to regulate the monitoring of performance of the Organization s performance at Quality / Compliance, Environment, Safety and Health at Work level, which includes the following aspects: monitoring the extent of achievement of Goals and Targets associated to SUMA s Management Policy; monitoring and measurement of the various processes / activities through the results obtained in the indicators established for each of them; mro-active measurements of performance to monitor compliance with SUMA s Management Programme, with operational criteria and legal and regulatory requirements; meactive measurement of performance to monitor non-conformities (including near misses). Note that there are defined and documented methodologies to: Organize and maintain Occupational Medicine services, to encourage and monitor the health of workers; Ensure that potential emergency situations are avoided in the Organization and that when there are that the set operational control measures are implemented, seeking to limit their consequences for Man and the Environment.

319 05. SUSTAINABILITY PUBLICATION ORGANISATION OF THE ENVIRONMENTAL MANAGEMENT SYSTEM The function of the department of Quality, Environment and Safety is based mainly on the management of legal and regulatory requirements and standards set by the Organization itself for maintenance, monitoring, control and continuous improvement of the Integrated System of Management of Environment, Safety and Health at Work, implemented in companies under direct management of SUMA. Highlight goes to the following actions developed in 2011: Maintaining the triple certification of the Head Office and the Aveiro and Service Center - Quality Management System (NP EN ISO 9001:2008), Environmental Management System (ISO 14001:2004) and Management System of Safety and Health at Work (OHSAS 18001:2007 / NP 4397:2008). Entry into force of the new procedure for the Management of Complaints, jointly implemented with a new database for the control of complaints and the provision of Complaint Books for all facilities. The intention was not only to simplify the methodologies, but mainly meet the applicable legal and regulatory requirements and ensure that all complaints are properly recorded and analyzed, with the involvement of those responsible and that response is given to the claimant; non-conformities they relate to complaints are detected; and reliable / relevant data is obtained to improve the performance of the Organization. Continuity of Diagnostic Audits to Service Centres, launched in the previous year. In this type of audits / inspections, a survey is made of non-conformities and improvement opportunities are identified and the corrections and improvement actions to be implemented are defined. Then the respective follow-up of said implementation is carried out. Launch of the 2nd phase of the internal awareness campaign for Accidents. To draw attention to the shared responsibility that must exist in the compliance with the set mandatory safety rules to reduce accidents at work, is the main objective of this campaign. Review the methods of the Local Commission for OHS and their implementation, which ensure that all workers are consulted on these issues at least twice a year. The first campaign in 2011 achieved a compliance rate of 76.3%, and the second, a compliance rate of 85.9%. Standardization of procedures implemented in the various companies comprising SUMA pertaining to Waste Management. For 2012, apart from maintaining the Certification, the following actions have been planned: Keep Audits / Inspections of Environment and Safety, Hygiene and Health at Work in various Service Centres. Maintain the Internal Awareness Campaign for Accidents, with the introduction of new topics. Resume the project to simplify documents related to the Integrated System of Management of Quality, Environment and Safety, prioritizing the documentation relating to the area of production. Review the Quality Management System implemented at the Laboratory of SUMA Matosinhos, within the scope of the Accreditation according to NP EN ISO / IEC in order to standardize procedures implemented with the procedures already defined and implemented in SUMA, within the scope of the Integrated Management System of Quality, Environment and Health and Safety at Work.

320 318 PRESENTATION OF CONSOLIDATED FINANCIAL STATEMENTS INDICATOR SYSTEM The indicator system adopted within the framework of SUMA s environmental management policy seeks to address the information requested within the scope of the GRI 3.0 reporting guideline. The following tables feature the indicators for each environmental descriptor and for which the following densities and conversion and emission factors were used: Typical densities: Diesel 835 Kg/m3 Petrol 720 Kg/m3 LPG 1000 Kg/m3 Source: Ordinance no. 228/90 Conversion factors: Diesel 43,3 Gj/ton Petrol 45 Gj/ton LPG 46 Gj/ton Electricity 0,0036 Gj/kwh Source: Order no /2008 CO2 Emission factors: Diesel 74 kg/gj Petrol 69,2 kg/gj LPG 63 kg/gj Electricity 470 g/kwh net Source: Order no /2008 I. Materials The main materials used in the conduct of specific SUMA activities relate to packaging of waste, the activities of street cleaning and maintenance of vehicles and equipment of the company s fleet. The main materials used at SUMA during 2011 break down as follows:

321 05. SUSTAINABILITY PUBLICATION 319 MATERIALS USED Designation Units Total Accumulators ton 4,41 Plastic bags ton 165,87 New tyres (heavy and light) ton 96,86 Retreaded tyres (heavy and light) ton 114,44 Lubricants/greases l 165,801 Diesel l 5,229,183 Petrol l 451 Total Chemicals production (herbicides, disinfectants, detergents, bleach) l 38,106 Paints/lacquers/enamels/thinners l 4,156 (Others) Chemical Products for Automotive Maintenance l 3,782 Paper ton 10,5 Cartridges (ink jet) un 231 Toners (laser) un 88 Monitoring and optimizing the consumption of raw materials and resources is a fundamental role in the company s management policy and these actions are integrated in the activity of Research and Development. Whenever possible, SUMA encourages the use of reusable or recycled material. In the case of the latter, the most significant consumption concerns retreaded tyres - in 2011, of the total number of tyres consumed, 49% were retreaded. II. Energy The main energy consumption of SUMA results from activities assigned to their Service Centres, such as transportation of waste and operation of equipment. Note that the energy consumption of the SUMA Group includes the energy consumption of Vista Waste Management company, operating in the Angolan market. In the following table, we can see that direct power consumption is mostly in the form of diesel (99%). Direct Energy Consumption, targeted per primary source Direct Energy Consumption, targeted per primary source Diesel Consumption (Gj) 223, , ,628 Petrol Consumption (Gj) 2,134 2,442 1,835

322 320 PRESENTATION OF CONSOLIDATED FINANCIAL STATEMENTS 2011 EVOLUTION OF DIRECT ENERGY CONSUMPTION (Gj) , ,764 2, ,793 1, ,628 petrol consumption (Gj) diesel consumption (Gj) Direct energy consumption has been increasing over the past three years. In 2011, the growth rate was 18.7%, explained by the increase in the intervention of VIEW Waste in the province of Luanda. The following table reflects the consumption of electricity, regarded as indirect energy consumption. Indirect energy consumption per primary source Designation Consumption (kwh) Consumption (Gj) Electricity 832,253 2,996 Evolution of Indirect Energy Consumption (Gj) , ,685 2,996 electricity Consumption (Gj) By analysing electricity consumption over the past three years, we note that in 2010 there was a drastic drop in consumption, a decrease of about 90% compared to This decrease is due to the fact that most of the electricity consumed by the SUMA is in the Association of Municipalities of Vale do Ave (AMAVE) and this contract ended in late The AMAVE contract included the Collection of urban solid waste and street cleaning, a screening station and a composting station that were energy-intensive activities. In 2011, consumption levels remained stable over the previous year. III. Water Water consumption at SUMA during 2011 amounted to 90 thousand cubic meters. This feature has three main uses - Production, Workshops and Home Use but its consumption is more expressive in production activities, particularly in street cleaning, equipment, containers and collection vehicles.

323 05. SUSTAINABILITY PUBLICATION 321 Water consumption per source Water consumption per water Consumption in 2011 (m3/year) Underground 32,104 Municipal 33,446 Provided by customer 25,218 Total 90,768 Evolution of Water Consumption per source m 3 /year 120, ,00 80,000 28,481 39,582 37,422 27,960 25,218 24,702 33,446 35,960 32,104 28% 35% 60,000 40,000 20,000 37% Provided by Customer Municipal Underground Provided by Customer Municipal Underground In 2011 there was a slight increase in water consumption compared to consumption in the previous year. As the chart shows, there was an increase in municipal water consumption - about 35%, returning to values closer to those of 2009, after having fallen 38% in while the Underground water consumption and provided by customer suffered slight falls. Water consumption segmented by use Domestic Use 6% 8% Garages/Washing of Vehicles 22% 20% Container washing vehicles Container washing /rubbish bins at SC 9% 3% 32% Container washing/rubbish bins on streets Street washing Mechanical Sweeping Through the analysis of the consumption of water by use, it appears that the most significant consumption is associated with the use in vehicles to wash containerisation equipment and street cleaning activities, representing respectively 32% and 22% of total consumption. Consumption in workshop services and washing of vehicles comes immediately after with 20%.

324 322 PRESENTATION OF CONSOLIDATED FINANCIAL STATEMENTS 2011 IV. Biodiversity SUMA has no permanent premises in classified or protected areas. No significant biodiversity impacts caused by company operations were identified. V. Emissions, Effluents, Waste The SUMA activity that has larger environmental impacts at the level of gaseous emissions - being CO2 the most important - is the waste collection and transportation. In this sense, CO2 emissions were estimated regarding direct and indirect energy consumption (related to production, travelling, business travel of employees and people transportation). Direct and Indirect Greenhouse gas Emissions (GHG) CO2 emissions (ton/year) Diesel 16,039 Petrol 101 Total 16,140 Evolution of Direct and Indirect GHG Emissions (ton/year) , ,000 16,824 16,039 99% 1% 15,000 10,000 5, Diesel Petrol Diesel Petrol Diesel is the energy source responsible for most (99%) CO2 emissions in SUMA. However, in 2011 there was a decrease of around 9.7% in this type of emission in relation to Note that the activity of the organization does not cause the emission of substances that destroy the ozone layer and it does not produce any significant emissions, particularly those regulated by environmental permits. Regarding the effluents resulting from the SUMA activity, these are all discharged into municipal sewers of waste water and its volume amounted to 58 thousand m3 during Internally a pre-treatment is done consisting of decantation and hydrocarbon removal. The measures for the management of liquid effluents produced include treatment prior to discharge of wastewater from vehicle washing and regular monitoring of these installed treatment systems using laboratory tests performed in a certified laboratory.

325 05. SUSTAINABILITY PUBLICATION 323 In applying herbicides SUMA uses only products approved by the Agriculture Ministry, following the recommended instructions which, in addition to optimising the quantities employed, minimises the negative impacts stemming from this activity. It should be pointed out that massive use of these products is avoided and, for the purpose, SUMA adopts a preventive attitude, making full use of mechanical cutting and localised application. As pertains waste produced during SUMA s activities, it is mainly non-hazardous industrial waste, such as oils, tires, ferrous metals, and sludge and mixtures of residues generated by sand-removal systems and oil/water separators. VI. Products and Services From the planning and development of its actions, SUMA has these environmental and social concerns, as described previously, which aim at minimizing the impacts associated with their activity. VII. Conformity In 2011, there were no fines at SUMA for breach of environmental legal requirements. VIII. Transportation Regarding the transport of goods and products used in the SUMA activity, the chart below shows the classification of these vehicles, depending on their class of emission, according to the European Emission Standard which regulates the emissions of vehicles sold in the European Union. TYPE OF EQUIPMENT CLASS OF EMISSIONS Euro Euro Euro Euro Euro NA Total Caption: Type of Equipment 1 Compacting Collection Vehicles 2 Container washers, Street washers, Pit washers 3 Washers, Street washers 4 Sweepers, Vacuum cleaners 5 Multipurpose Heavy Vehicles 6 Tractors, Wheel Loaders, Forklifts, Cylinders 7 Light Production Machinery 8 Multipurpose Light Vehicles

326 324 PRESENTATION OF CONSOLIDATED FINANCIAL STATEMENTS 2011 Transportation per Emission Class 35% 19% 19% 11% 12% 4% euro 1 euro 2 euro 3 euro 4 euro 5 na Note that 35% of SUMA vehicles are integrated in class Euro 3, whilst more than 38% are equally distributed in Classes Euro 2 and Euro SUMA FLEET NA Euro1 Euro2 Euro3 Euro4 Euro5 In evolutionary terms, there is a clear focus by SUMA on the vehicles with Euro 5 class and there was a continued decrease in other classifications. 5.2 SOCIAL PERFORMANCE ENGINEERING AND CONSTRUCTION MOTA-ENGIL ENGENHARIA E CONSTRUÇÃO, SA 1. HUMAN RESOURCES MANAGEMENT Introduction Human Resources Management at Mota-Engil Engenharia seeks to reflect the group s strategy and human resources policy, which is adopted at corporate level, adapting it to our reality and sector of activity. In the strategic plan, Mota-Engil Engenharia recognizes human resources as a critical success factor for achieving its defined objectives, and its most valuable asset for promoting competitiveness and creating lasting value.

327 05. SUSTAINABILITY PUBLICATION 325 The main person responsible for Mota-Engil Engenharia s human resources policy is the member of the Board of Directors who is assigned these attributions, who is supported by the Department of Human Resources, as well as the Corporate Department of Human Resources and Mota-Engil Serviços Partilhados, which provides a range of support functions. The main initiatives in the area of Human Resources Management are: to attract and retain the best human resources, in an integrated way, guaranteeing their effective integration and adaptation to the company s Culture and Values; to develop competencies that add value to the business, through an ongoing search for knowledge and best practices; to generate performance, stimulating and rewarding behaviours that ensure the objectives are reached, in line with the business strategy. Resulting from the project a gradual implementation of various corporate policies in the company is expected until 2013, with highlight in 2011 to the extension of the Performance Management process to all the employees assigned to the structure of Portugal, as well as the implementation of the Corporate Recruitment and Integration Model, which has ensured the fairness of procedures and practices of the Mota Engil Group Companies at employee recruitment and integration level. The issues related to this area, in terms of training and raising awareness among employees within the scope of human resources, are exemplified in the initiatives described elsewhere in this Report. Monitoring, the adoption of preventive and corrective measures, auditing and verification in the area of human resources are expressed, in matters relating to hygiene and safety at work, in the management system that covers these subjects, certified according to OHSAS Standard 18001:2007. Social protection In matters of social welfare, Mota-Engil Engenharia made compulsory contributions under the general regime of the Portuguese Social Security system, which totalled in LABOR PRACTICES AND LABOR RELATIONS Employment Although the construction sector is crossing a downcycle, in 2011 Mota-Engil Engenharia contributed to the employability of 2,607 employees. In the table below one can analyse the structure of employees by type of contract and region: No. of EMPLOYEES PER TYPE OFCONTRACT AND REGION PORTUGAL ABROAD Type of contract North Centre South Islands Africa Rest of Europe America TOTAL Permanent Staff Fixed-term contract Open-ended contract Trainees Total per Region

328 326 PRESENTATION OF CONSOLIDATED FINANCIAL STATEMENTS 2011 Trainees Open-ended contract Fixed-term contract Permanent staff North Centre South Islands Africa Rest of Europe America Total By analysing of the tables one notes that in 2011, 71% was permanent staff, and the fixed-term employees represented 29%. The data also shows that most Mota-Engil Engenharia employees (82%) are in Portugal, and the largest number of employees belongs to southern area(41%) and Central area (36%). Given the internationalization process followed by the company, it is noted that 18% of employees are abroad, mostly in African territory (90%). Turnover rate by age group, gender and region The graph below shows the staff turnover rate at Mota-Engil Engenharia in 2011: TURNOVER RATE BY AGE GROUP % % 111 4% % < 30 years 30 to 50 years > 50 years Overall Turnover rate (no. admissions / total employees) and No. of admissions The overall staff turnover rate at Mota-Engil Engenharia for 2011 is 27%, and it is in the 30 and 50 age group that the highest turnover rate is registered (15%), regarding the 396 admissions.

329 05. SUSTAINABILITY PUBLICATION Female Male Overall 327 TURNOVER RATE BY GENDER % % Turnover rate % Female Male Overall It can also been seen that at Mota-Engil, like the economy in general, the staff turnover among women was lower (1%) than among men (26%) 1.2 LABOUR RELATIONS Relations between employees and governance Labour relations at Mota-Engil Engenharia are regulated by the Collective Bargaining Agreement (CCT) for the civil construction and public works sector, and supplemented by the Portuguese general labour law. These two regulations establish the periods of notice to be observed in the event of any organizational change impacting the labour relations. All the employees are covered by this collective bargaining agreement, and the union rate is 15%, in a sector where these levels are traditionally low. (LA4) There is no employee committee in the company. Note that in 2011 there was the merger of six national subsidiaries of the Mota-Engil Group in ME Engenharia, whose incorporation process occurred prior to the end of (LA5) 1.3 EDUCATION AND TRAINING Mota-Engil Engenharia assures its employees opportunities for career development, by affording on-going training and ensuring the acquisition and validation of skills necessary for the performance of their duties. For this reason, the plan for training employees of Mota-Engil Engenharia reflects the needs of each business area, investing in strategic areas, namely: Technical Training Behavioural Training Prevention and Safety Computer Technology Knowledge and Innovation

330 328 PRESENTATION OF CONSOLIDATED FINANCIAL STATEMENTS 2011 In 2011, the total number of training given to Mota-Engil Engenharia employees reached ,4 hours. No. of TRAINING HOURS PER PROFESSIONAL GROUP Average no. of training Professional Group No. of training hours hours per employee Directors 15,5 3,1 Juniors/apprentices 89,5 6,9 Highly qualified and qualified professionals 9598,4 11,2 Non-qualified professionals 207 2,1 Semi-qualified professionals 337,5 13 Intermediary staff (inc. team leaders) 2759,5 17,9 Middle management 2347,5 18,6 Upper management 8909,5 25 Total 24264,4 12,2 AVERAGE No. OF TRAINING HOURS PER PROFESSIONAL GROUP Directors Juniors/ apprentices Highly Non-qualified qualified professionals and qualified professionals Semiqualified professionals Intermediary staff (inc. team leaders) Middle management Upper management Total As the graphs above show, it the Upper management group that received the most training hours per employee (25 hours), while in contrast, the Non-qualified Professionals group received the least training hours, with an average of two hours per employee. 1.4 NEW OPPORTUNITIES PROGRAMME Following the agreement between the Mota-Engil Group and ANQ - National Agency for Qualification, Mota-Engil Engenharia joined the New Opportunities programme, and encouraged the participation of employees with less than 12th grade, with a view to promoting the qualification of the latter. As a result, 89 employees participated in the programme during DIVERSITY AND EQUAL OPPORTUNITIES Mota-Engil Engenharia adheres to a strict equal opportunities policy, and its workforce is made up of men and women, of various nationalities and ethnic groups. This policy extends to all aspects of life in the workplace, and involves an attitude of egalitarian, non-discriminatory treatment in matters such as recruitment and selection of human resources, salary policy, career progression and all the other aspects relating to the work.

331 05. SUSTAINABILITY PUBLICATION 329 In relation to the salary policy, and bearing in mind the lower numbers of female workers in some of the professional groups, it is observed that there are no significant differences between men and women in the salary levels practiced. As pertains the type of employees of Mota-Engil Engenharia per Professional Group, Gender and Age Group, it is broken down as follows: No. of EMPLOYEES PER PROFESSIONAL GROUP; GENDER AND AGE GROUP < 30 years 30 to 50 years > 50 years Total Mas. Total Fem. Professional Group Male Fem. Male Fem. Male Fem. Directors Juniors/apprentices Highly qualifies and qualified professionals Non-qualified professionals Semi-qualified professionals Intermediary staff (inc. team leaders) Middle management Upper management Total per gender Total Geral 2011 Total Geral 2010 The above table reflects the predominance of male workers at the Mota-Engil Engenharia - about 92% of total staff - a situation resulting from the specific characteristics of the Civil Construction sector. Although the number of employees is predominantly male, Mota-Engil Engenharia encourages a healthy environment and is not accept any type of discrimination. The professional group that includes the largest number of workers is the group of Highly Qualified and Qualified Professional, representing 55% of the total workforce. As regards the distribution in terms of gender, it is also in the group of Highly Qualified and Qualified Professionals that we find the largest number of male workers. As for female workers, it is also more significant in this group and in Upper Management. The sum of these two groups represents 83% of the total female workforce. It should be noted that in 2011, about 76% of the workforce of Mota-Engil Engenharia was between the ages of 30 and 50 and 29% were over 50. The remaining 14% were less than 30 years of age. Benefits Mota-Engil Engenharia affords its employees a set of benefits, with highlight to the following: Personal Accident Insurance for middle and upper management, those of the technical/ administrative structure and heads of production, as well as Health Insurance for a more restricted number of employees; This is complemented by sickness and occupational accidents benefit for members of the permanent staff, up to a limit of 30 days per year, for periods of temporary inability to work lasting more than eight days, and in exceptional cases of severe sickness, the concession period has been extended;

332 330 PRESENTATION OF CONSOLIDATED FINANCIAL STATEMENTS 2011 Protocol with dental clinics through which employees and their families can enjoy privileged conditions; Christmas party; Awards of Length of Service; Heavy transportation vehicles for employees; Special conditions for the use of the services of Casa da Calçada in Amarante; Amigo de Serralves cards, giving employees access to cultural venues and events of the Serralves Foundation, as well as associated benefits; CCB Tickets for employees; In order to afford all employees benefits in the purchase of medicine and other pharmaceutical products, it has entered into agreements with pharmacies in Oporto and Lisbon. Protocol with several gyms and spas in order to afford its employees, and in some cases relatives, more favourable conditions of access; Protocol with CP (railway company) thereby allowing any Group employee who identifies himself as such access to a 20% reduction on the prices in force at the time ticket is purchased, for each trip the Alfa Pendular and Intercidades trains in comfort class or 1st class; As a result of the change in telecommunications operator, employees of the Mota-Engil Group may, in private, adhere to a protocol agreement to join TMN, like the one in force with Vodafone, allowing them to subscribe to some mobile telecommunications services with preferential tariffs; In order to minimize costs and facilitate the choice of hotel by the employee, the Mota-Engil Group has protocols with several hotel units; Under the partnership agreement with PT, employees may, in private, adhere to a protocol agreement on to join MEO, allowing them to subscribe to some services of communications and entertainment with preferential tariffs; Agreements with various banks that offer their employees special conditions in various banking products and services available within their network. 1.6 OCCUPATIONAL SAFETY Occupational safety consists of addressing priority issues and concerns in the areas of activity of Mota-Engil Engenharia, in a sector that is traditionally associated with notable levels of occupational accidents, despite the significant progress made in recent years. The company has an Occupational Health and Safety Management System, implemented and certified according to NP EN 4397 / OHSAS 18001:2007. The Occupational Safety Policy included in the Company s Policy for Quality, safety and Environment seeks to promote on-going knowledge and compliance with the legal and regulatory requirements applicable to the organization and its activities, and with the internal guidelines of the Group.

333 05. SUSTAINABILITY PUBLICATION 331 The aim is to promote a behavioural culture of responsibility for health and safety at work and prevention of risks in the exercise of the activity. The policy involves defining methods, and drafting documents and planning instruments that form part of the applicable requirements promoted by the organization. The needs are identified, and actions are promoted to develop competencies among the employees, through continuing education programs and participation in related events, and other actions to inform and raise awareness. Another area of action is the planning and implementation of technical safety audits and inspection visits to asses the levels of compliance, define corrective actions, and identify actions to promote continual improvement of the occupational health and safety management system. Organisational model In terms of organisation it is based on two pillars: The Safety Department, that is a functional area that is entrusted with executive functions relating to matters of safety and health at work, and that in general terms, assumes the following macro functions: to support the operationalization of the policy and guidelines of the Company within the scope of safety and health at work; to support the various areas in order to maintain certification in the applicable normative references; to manage the safety and health process; to manage professional staff related to safety and hygiene of the Company; to monitor performance and implementation of the Company in this area by managing the respective indicators. The Safety Department is structured as follows: A manager at the Linda-a-Velha office supported by back office elements; These experts, working from the office, have the following functions: the development of methods and techniques - analysis and preparation of documents and tools for prevention, identification, implementation support and evaluation of compliance requirements - inspection visits and follow-up and technical audits to safety, analysis of tender programmes preparation of information (within the scope of SHW) for integration into the commercial response to tenders, to ensure the safety and health management system; Safety technicians for local support, i.e. allocated to the facilities of the various business areas of the company, whose main functions are: the implementation of the system at local level, also performing technical safety audits, site inspections, ensuring also the preparation of documents and the implementation of the various prevention tools. The main tasks of safety department focus on detailed analysis of projects to be implemented with a view to recommending integrated prevention measures in order to introduce in the implementation of contracts actions leading to the maximum safety of personnel and equipment, assessing and minimizing the risks inherent to the work. This department also develops training and consultancy activities, having for this purpose, the appropriate training support for the sessions. The other organizational pillar mentioned above, is the structure of safety committees. The safety committees, advisory bodies, aimed at the analysis of management data and indicators, promoting the Company s policy and providing guidance on safety and health at work. These committees are independent structures composed of representatives of the main hierarchical levels with relevance in the issue of safety and health at work. They are structured as follows: General Safety Committee - an advisory and informative committee of the Board, which discusses and creates safety culture within the company. It is responsible primarily for

334 332 PRESENTATION OF CONSOLIDATED FINANCIAL STATEMENTS 2011 promoting, harmonizing and streamlining actions in the field of prevention of occupational risks; it shall also propose policies, objectives and guidelines to achieve the objectives determined by the Board of Directors; Site Safety Committee - its scope of action is to implement the policy and directives of the company in their works, according to an established method of operation according to a specific regulation. These committees should not be limited to the legal requirements and shall be the appropriate forum to plan safety at the work site, verify the adequacy of the Health and Safety Plan to the site and analyze the implemented levels of prevention or protection; Operation Centre Safety Committees the committees for safety of operation centres have the same goals as the site safety committees, but within the scope of the actual operating unit. Training, awareness and communication Apart from the above listed operational and management activities on safety and health at work, another vector which is particularly important in providing safety and health at work is the training, information and awareness. When an employee starts working for the Company induction sessions are provided in the area of safety, hygiene and health at work and specific training to employees regarding the work they will perform at work is also given. The external training, include scientific and technical updates, participation in events on a specific issue and validation of skills. The safety issues involve the implementation of a range of actions, including: Induction sessions normally brief (around 30 minutes), for all shipyard workers, addressing the general safety rules applicable to all the activities, and the specific rules for the shipyard in question; Actions to raise awareness also brief, aimed at alerting the different work groups to the risks of a new activity (e.g. immediately before the start of a new excavation); Specific training actions with duration appropriate for theme in question, aimed at small groups, discussing activities involving risk, innovative work processes, or procedures human resources have little knowledge of, new equipment, and particular conditions of the location and surrounding area, among others; Specialist Training Actions targeted at specific groups, to train workers in specific activities (e.g.: first aid course, training for crane operators, handling of explosive substance, etc); General training activities systematic inclusion of a module on occupational health and safety; employees participation in safety committees and divulgation actions, particularly through posters and booklets, and distribution of the Manual de Normas Básicas de Segurança e Ambiente (Manual of Basic Rules on Health, Safety and Environment) to all employees.

335 05. SUSTAINABILITY PUBLICATION 333 Key Indicators of Occupational Safety and Health Considering the ultimate goal, of the Company Policy and of the Health and Safety Management System, which converge on the objective of reducing accidents at work, the accidents rate that reflect the performance in this area, during 2011, were Frequency Rate: and Severity Index: ENVIRONMENT AND SERVICES SUMA, SERVIÇOS URBANOS E MEIO AMBIENTE, SA 1. HUMAN RESOURCES MANAGEMENT Introduction The Vice-Chairman of the Board of Directors, Pablo Barreiro, is the person with ultimate responsibility for human resources management at the SUMA Group. The human resources strategy that has been defined includes a set of commitments based on adding the commitments set out in the Organisation Management Strategy and Policy to inputs canvassed from stakeholders. This strategy is put into operation from a perspective of continuous improvement, to respond to the needs that have been defined. In the year 2011, the human resources strategy was geared towards increasing investment in employee qualifications. As part of this, an emphasis should be placed on the 5647 people who attended training events on the themes of Occupational Health and Safety (OHS), more detailed aspects of the Placement and Refresher Programme, the integration of production managers into the continuous training process. Human Resources corporate projects are an element that enriches the HR strategy that has been defined, as well as the business connection between the SUMA Group and the Mota Engil holding. This process has contributed to the acquisition of best practices in several areas. In 2011 the corporate model for integration and recruitment was continued with the aim of capitalising intergroup resources in our company. Additionally there was the disclosure of the Corporate Model of Functions and Skills by the employees covered by the latter. Involvement of employees and their representatives in management processes provides added value, confirmed by experiences every year. Statements and feedback from all employees are collected by a variety of different means including, among others, the network of trainers (who have direct contact with employees during training activities), meetings with managers and worker representatives to discuss occupational health and safety (though the OHS committees) and six-monthly surveys of workers. This information is incorporated into the management of labour relations and has a direct influence of decisions taken in this area, leading to a high level of cohesion in the workforce. The SUMA Group employment policy aims to guarantee the sustainability of jobs and of the organisation. Investments made in the development of human resources and professional qualifications are aimed at guaranteeing operational results while at the same time boosting the internal and external employability level of our employees. In terms of growth, the relevance of this ambition is directly proportional to the number of employees with lower socio-economic profiles, as these people tend to be excluded from the jobs market. The fringe benefits policy that has been implemented includes all of the operational groups and is a result of the alignment of the situation of the jobs market, attracting and retaining the best workers, and the need for stability in the organisation s workforce. Health and life insurance cover all employees.

336 334 PRESENTATION OF CONSOLIDATED FINANCIAL STATEMENTS 2011 The aim of occupational medicine and safety in the workplace is to prevent occupational illnesses and to promote employee well-being. The internal management process for this process ensures compliance with the formal obligations that are established (such as medical examinations upon admission and periodically), as well as providing an incentive for the prevention of illnesses and health promotion, among other projects, such as cross-company hearing tests and vaccinations. Information about human resources processes is provided continuously, either through the internal portal or specific training or ongoing support activities, such as the provision of help desk services that are aimed at the whole organization. The incorporation of quality management tools and compliance with the requirements of the Training Organisation Accreditation System have encouraged the adoption of methodologies for the permanent monitoring of Human Resources processes and objectives. The Databases of Non-Conformities, Planning and Performance Indicators are the instruments that provide continuous support to the decision making processes. Social protection As regards social protection, in 2011 the SUMA Group made obligatory contributions to social security of 7, under the general regime (34.75%). 1.1 WORKING PRACTICES AND LABOUR RELATIONS Employment For SUMA, the year 2011 represented a period of a decrease in business, leading to a 13% decrease in staff numbers. Thus, the number of workers on the 31st of December 2011 was of 2097 when compared to 2956 on the same date in the previous year. No. of employees per Professional Group, Gender and Age Group < 30 years 30 to 50 years > 50 years Overall total 2011 Overall total 2010 Professional Group Male Fem. Male Fem. Male Fem Juniors/apprentices Highly qualified and qualified professionals Non-qualified professionals Semi-qualified professionals Intermediate staff (inc. middle managers and team leaders) Middle management Upper management Total , ,097 2,956 As can be seen, there is a predominance of male workers at SUMA - around 86% of the total number of staff members. This situation is a result of the specific characteristics of the sector. As in previous years, the professional group with the largest number of workers is the group of unqualified professionals, accounting for 59% of the total staff. It can also be seen that around 64% of SUMA staff were in the age group of 30 to 50 years.

337 05. SUSTAINABILITY PUBLICATION 335 The resource structure for each type of contract and region can be analysed on the table below. No. of workers per region and type of contract Indefinite term Region Fixed term contract contract Permanent contract Overall total Azores Centre North South Overall total No. of employee per region and per type of contract South North Centre Azores Open-ended contract Fixed-term contract Permanent contract As shown in the graph above, the largest number of workers of SUMA (about 67% is in the north), followed by the Central region (30%). Due to the fact that the activity of SUMA is based on contracts of limited duration, usually made with Town Councils and / or Associations of Municipalities, the hiring of new workers are generally carried out through term contracts. In 2011, this format represented 66% of new contracts, but only a quarter of all employees (value less than in 2010, which attests the decrease in activity as a result of the crisis). Rate of turnover by gender and age group Turnover Rate > 50 years 30 to 50 years < 30 years Male Fem Turnover Rate

338 336 PRESENTATION OF CONSOLIDATED FINANCIAL STATEMENTS 2011 Due to the nature of the activity carried out by SUMA, it can be seen that there is a high level of turnover, specifically among workers who are over 30. There was a higher turnover among females. Rate of turnover by region South North Centre Azores In terms of regions, turnover continues to be higher in the southern region. This behaviour can be partly explained by the fact that the Centres in the Algarve are subject to a high seasonal variability in the number of workers cleaning beaches during the summer. Benefits In this point highlight goes to Personal Accident Insurance, which is made for all employees after completing seven months of work, and which covers workers; and the Health Insurance, which applies to workers with over 36 months seniority, covering workers. 1.2 LABOUR RELATIONS Labour relations at SUMA are not regulated by any labour related collective bargaining agreement, and the General Labour Code Law applies. No worker committees exist in the company. The general law fixes the periods of notice to be observed in the case of any changes to the organisation that affect labour relations, particularly in the case of changes to working hours or location, the closure of the facilities, or other processes leading to the alteration or termination of labour relations. 1.3 OCCUPATIONAL HEALTH AND SAFETY Occupational safety In accordance with the existing regulatory framework, employers have the obligation to organise Safety, Hygiene and Health at Work (SHHW), so as to cover all of the workers that work for the organisation, obviously including the employers themselves when they carry out any activities. There is an internal service for Safety and Hygiene at work, managed by SUMA with their own resources (Higher Level SHHW technicians). This service provides coverage for everyone working for the company and anyone visiting the facilities. The service, which is mainly aimed at preventing and reducing occupational risk and promoting the Health, Hygiene and Safety of workers, carries out the following activities: Finding out about SHHW legislation and ensuring compliance with legal requirements that apply to the organisation; Identifying hazards, evaluating risks and defining actions to prevent and control the risks that are identified;

339 05. SUSTAINABILITY PUBLICATION 337 Inform and train employees about the identified risks and their respective measures for prevention and control; To apply and ensure compliance with the Health and Safety policy, programmes and procedures defined by the organisation; To work together with the organisation s establishments to promote the creation of emergency plans and to periodically hold the respective simulations; To analyse all incidents and define the respective corrective actions; To compile and organise any statistical elements related to worker safety, so as to make it possible to draw conclusions to permit preventative and organisational steps to be taken and to draw up a study of potential occupational risks; To suspend the execution of any work if there is an impending risk to the integrity and health of workers; To inform the Board of any situations that place the integrity or health of workers at risk; To act on the recommendations of competent authorities/entities in the area of SHHW; To provide any collective and individual personal protective equipment defined as obligatory or necessary; To ensure that safety and emergency signage and instructions are followed; To draw up an annual report on the activities of each SUMA establishment and send it to the competent authorities/entities in the area of SHHW; To participate in the meetings of various local SHHW committees Occupational health Occupational health services at SUMA are external and provided by a SHHW service provider. The main objectives of health monitoring are the prevention of occupational illness and work related injuries. The well-being of workers should also be encouraged as a productivity factor. The monitoring of exams is done through the system and crossed with the lists sent by the service provider of Occupational Medicine. Additionally, there is an extranet, which belongs to the occupational medicine provider where you can see all workers subject to examination. This information is also crossed with previous information, allowing to control and carry out exams on workers. An internal assessment model is used, which is filled in by the employee, in order to classify the examination he was subject to thus giving the HRM indicators of the services provided and ensuring information that can be used to improve them. Organisational model Managers of Processes / Activities propose their plans of action leading to the achievement of the objectives and targets set, which are subsequently reviewed and approved by the other members of the SIG-QAS Committee. These actions are included in the document Management Programme.

340 338 PRESENTATION OF CONSOLIDATED FINANCIAL STATEMENTS 2011 Comprising this activity is the definition of other action plans, of the responsibility of the Managers of Processes/ Activity namely: Actions necessary for compliance with legal, regulatory requirements of the Customer and Others that the Organization subscribes; Actions arising from the alteration to methodologies of a certain Process / Activity or change to the actual network of Macro Processes, Processes and Activities; Actions arising from the Risk Management Activity (P1.A0) - Identification of Environmental Aspects and Hazard and Assessment of Environmental Impact and Risk, i.e., prevention and control necessary to eliminate or reduce risks for the environment and for Employees and Third Parties; Actions arising from the Activity Review by Management (P1.A4); Actions arising from the Activity Assessment of Stakeholder Satisfaction (P4.A1); Actions detected within the scope of the Auditing Activity (P4.A2); Actions resulting from the Employee Assessment Activity (P4.A3); Actions resulting from the Supplier Assessment Activity (P4.A4); Actions detected within the scope of the Monitoring Activity and measuring processes/ activities and product (P4.A5); Other actions deemed necessary so that the SIG-QAS is permanently updated, adapted to the reality of the Company and operating in an efficient and effective manner in a perspective of on-going improvement. All those responsible and the implementation deadlines, resources needed, and methods to assess the effectiveness of the action, after its completion are defined and registered in the Planning Database for all set actions General law and collective bargaining regulatory instruments Occupational safety matters fall within the framework of several pieces of legislation, specifically Decree-Law no. 441/91 of 14 November, and Law no. 99/2004 of 27 August. There are no collective bargaining regulatory instruments that have an effect on SUMA s area of business; the company is governed by the general law in this area. Some indicators related to Occupational Health and Safety at SUMA are shown below, Number of employees Hours worked Ratios of accidents, lost days, work-related absenteeism Number of accidents in the workplace Number of lost days Frequency rate (FR) Severity rate (SR) Incidence rate (IR) Absenteeism rate (AR) , ,9 119,8 82,0 National formula (OIT)

341 05. SUSTAINABILITY PUBLICATION Training and Education With reference to the Group s strategic plan, which recognizes the critical value of human resources, the strategy defined for the training activities developed in 2011 in the SUMA Group was performed using the following guidelines: o value the employee of the SUMA Group; To diversify the training modalities; To align the employees with the company s strategy and objectives; To promote skill-developing activities with profit for the Group s business; To contribute toward the improvement of Occupational Safety levels. The actions that materialize the guidelines referred to, include: The integration of all employees assigned to the operations of Collection and Scanning in training session concerning Health and Safety at Work and training that enhance customer focus and service quality; The inclusion of all drivers in specific training; The start of the courses on the road traffic code and economic and defensive driving; Further training for production managers and Tutors. Compliance with these goals in 2011, was registered by the 38%-increase in the number of participants in training sessions on Health and Safety at Work, a total attendance of 5 647, which represents 95% of total participations in The training campaign OHS Manual Scan, OHS Collection, OHS Landfills and HST Transfer Stations totalled 1849 presences. In 2011 a specific training plan was defined for drivers. This campaign incorporated Road Traffic Code courses, Economic and Defensive Driving, Operation of Equipment and Performance of Drivers. There were 855 participations Production management was given specific training to support the implementation of the tutor plan and it was included in technical and OHS actions, with a total attendance of 611. The Reception and Recycling Programme was strengthened and the team of tutors was extended from 44 to 57. These 57 employees, in close liaison with the training department, carried out 335 training actions (Performance of Drivers, Cutting Weeds, Abnormal Situations and OHS Scanning and Collection) with a total attendance of 3086.

342 340 PRESENTATION OF CONSOLIDATED FINANCIAL STATEMENTS 2011 Professional group Total no. of training hours per Professional group No. of training hours Average no. of training hours / employee Juniors /apprentices Highly qualified and qualified professionals 691,5 16,1 Non-qualified professionals ,5 16,4 Semi-qualified professionals 8.730,5 18,2 Intermediate staff 518,5 9,6 Middle management ,5 Upper management 257,5 7,8 Overall total ,5 16,4 Average no. of training hours per professional group Upper management Middle management Intermediate staff (inc. team leaders) Semi-qualified professionals Non-qualified professionals Highly qualified and qualified professionals Juniors /apprentices 7,8 12,5 9,6 18,2 16,4 16,1 80,0 Unlike that which happened in 2010, the group Upper Management recorded the lowest average number of training hours per employee (7.8), followed by the Intermediate staff, which, increased by 5,1 average hours of training, corresponding to an increase that exceeds twice the hours of the previous year. The Organization continues committed to training in the production areas, whether from the perspective of effectiveness and efficiency of services provided, or within the scope of Occupational Health, Hygiene and Safety, which is intended to result in greater awareness of the workforce in relation to issues such as risks and prevention. The exponential increase in the average number of hours of training for Juniors / Apprentices (337%) is due to an intensification of the training process during the reception phase of this category, both with regard to communication and dissemination of corporate culture, or effective monitoring in the workplace. 1.5 Diversity and equality of opportunities SUMA practices a rigorous policy when it comes to defending the principles of equality and non-discrimination. This policy extends to all aspects of working life and involves an attitude of egalitarian and non-discriminatory treatment for matters like recruitment and selection of human resources, salary policy, career progression and all other aspects pertaining to labour relations. Information related to the rights and obligations of employees in relation to equality and non-discrimination is available to all employees for consultation, specifically the Internal Human Resources Regulations - NI_RH_021 - The Non-Discrimination Principle, article 22 onwards of the Labour Code; article 33 and onwards of the Labour code; article 66 and onwards of Law no. 35/2004, of 29 July, and Decree-Law no. 143/99 of 30 April. At remuneration level no differentiation has been registered as pertains gender or age of employees.

343 05. SUSTAINABILITY PUBLICATION MOTA-ENGIL GROUP 1. HUMAN RIGHTS The Mota-Engil Group has due regard for and promotes Human Rights in every cultural, socio-economic and geographic context in which it operates. This conduct naturally applies to the Group s practices both in the matter of investment policy and in the management of the supply chain, seeking to implement the principles by which it is governed in the activities that it undertakes directly, particularly in the matter of health and safety at work. There is no discrimination in any Group company. Similarly, the rights of association in the field of labour are fully safeguarded, particularly with regard to freedom of association and collective bargaining, which, moreover, are an imperative of a constitutional and legal nature. There is no child or forced labour within the Group. Workers or subcontractors involved in issues related to the security of facilities and safeguarding property (no Group workers or subcontractors are involved in personal security missions) have due regard in their personal interactions for the legally enshrined rights in each country in which they perform their duties. Lastly, it should be mentioned that the Mota-Engil Group does not habitually do business in any countries where the rights of people or indigenous populations may be in question. 2. SOCIETY The Mota-Engil Group pays very special attention to its relations with local communities, regularly assessing the environmental and social impacts caused by its activities. The Mota-Engil Group respects the very highest standards of ethics, especially those relating to the promotion of fair competition, prohibition of bribery, illicit payments and corruption. There are no situations to be reported in this regard, nor have any penalties or fines been imposed as a result of any illicit conduct in this area. In terms of public policies, the group does not habitually assume any direct positions. Similarly, it does not make any contributions whatsoever to political organisations.

344 342 PRESENTATION OF CONSOLIDATED FINANCIAL STATEMENTS PRODUCT RESPONSIBILITY Assessing impacts on the health and safety of Mota-Engil Group clients is incorporated into current management systems, particularly those run by Mota-Engil Engenharia and SUMA, whose performance is detailed in this report. There are not many cases that require the labelling of our products and services, due to the nature of the business run by the Group in general, and in particular the entities whose performance is reported herein. However, all information regarding labelling is provided when required. In 2011 there were no cases of non-conformities related to product responsibility, and there were no penalties of a pecuniary or any other nature were applied. Information about targets for this matter and practices related to client satisfaction are shown in another chapter of this report. In its marketing communication policy the Mota-Engil Group fully complies with legal determinations in force and there are no cases of non-conformity or application of sanctions to be reported. Lastly, this can also be said for the personal rights of Mota-Engil Group customers, particularly in matters regarding the defence and safeguard of their right to privacy in the management of relations with them. To date there have not been any complaints to report in this section.

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346 Porto Office Rua do Rego Lameiro, n.º 38, Porto phone: fax: Lisbon Office Rua Mário Dionísio, n.º Linda-a-Velha phone: fax: