Soares da Costa I Report & Accounts I First Half

Transcription

1 Soares da Costa I Report & Accounts I First Half

2 CONTENTS MANAGEMENT REPORT 3 1. FIRST HALF OF 2012 CONSOLIDATED RESULTS 3 2. ORGANISATION SUSTAINABLE DEVELOPMENT MAIN RISKS AND UNCERTANTIES PARTICIPATIONS AND TRANSACTION OF MEMBERS OF THE CORPORATE BODIES QUALIFIED SHAREHOLDINGS STATEMENT ON THE CONFORMITY OF THE FINANCIAL INFORMATION 25 CONSOLIDATED FINANCIAL STATEMENTS 26 CONSOLIDATED ACCOUNTING POLICIES AND EXPLANATORY NOTES 34 THIS REPORT IS A TRANSLATION OF THE ORIGINAL, ISSUED IN PORTUGUESE. IN THE EVENT OF DISCREPANCIES, THE PORTUGUESE VERSION PREVAIL. Soares da Costa I Report & Accounts I First Half

3 MANAGEMENT REPORT (Non audited accounts) (Translated from the Portuguese original) 1. FIRST HALF OF 2012 CONSOLIDATED RESULTS HIGHLIGHTS Turnover was 411 million Euros (-2.0%); International turnover increased 11.0% (reaching 288 million Euros and representing 70% of the consolidated turnover); Focus on the economic sustainability of the operations, with the reduction of the number of employees, adaptation of the structure and internal mergers; Comparable recurrent EBITDA rose 13.1% to 54.3 million Euros; Financial results of million Euros vs million Euros in the same period of 2011, benefiting from a 7.7 million Euros contribution from the change of the accounting method of Beira Interior concession; Net income attributable to the Group was million Euros, strongly impacted by non recurring items, excluding these items, net income would have reached -0.4 million Euros; Order book was stable at 1.2 billion Euros. Key Consolidated Financial Indicators (million Euros) 1H H 2011 Turnover % International market % Domestic market % EBITDA % EBITDA margin 5.3% 11.3% - EBITDA* comparable recurrent % EBITDA* margin 12.7% 11.4% - Operational results % Operational margin 0.4% 7.4% - Financial results % Earnings before taxes Net income attributable to the Group EBITDA*= EBITDA adjusted excluding non recurrent costs (compensation costs from labor contract s termination and tax-nature costs) and without any change in Beira Interior concession account method Soares da Costa I Report & Accounts I First Half

4 ACTIVITY ANALYSIS The activity in 2012, in the domestic context, is under a macroeconomic environment that significantly penalises the construction sector through the influence of a set of variables that affect the investment and leads to an intense demand constraint. This market crisis is provoking and accelerating adjustment processes, with several construction companies being unsustainable while other reorient their strategy to adapt their internal structures and internationalize aiming at replace markets, and even the most robust, which already have an international and diversified vision, do not go unscathed. In fact, to the already expectable and natural demand reduction after a cycle of expansion of the real estate market, namely in the residential segment and the construction of large infrastructure projects -, joined the financial market crisis, with scarce funding resources and a severely restrictive fiscal and public investment policy imposed, or at least outlined by the international commitments assumed by Portugal. The combination of these factors, unaccompanied by moderating and mitigating policies that could stimulate the reorientation of investment intra industry, is a mix with very negative consequences at the business and employment level and that of course, are reflected in the confidence indicators of confidence and in the concerns of the sector s associations. The Group s activity in the first half reveals an action that has seek dynamic, reliant and possible answers to this adverse context. The key vectors of the first half s activity were the following: (i) (ii) (iii) Intensification of the international guidance of the construction business reinforcing the Group s international profile with pronounced success taking into consideration the fair recognition by the market of the know-how and skills accumulated by a long experience, the technical capabilities shown, and the quality of the Group s staff, in the several construction and civil engineering segments; Construction domestic market weak performance, with the rarefaction of investment decisions in the private sector to together with the strategy pursued by the authorities regarding the stoppage of public investment, and embodied in the abandonment, suspension and abrupt changes in the projects terms/ conditions in their several stages including those already awarded; Adaptation of the organisational structure and allocation of resources to this market and industry reality, with the internal mobilization of human resources, reduction in the number of employees and rationalization of resources, in which also are included the already concretized mergers between some subsidiaries, especially focused in costs reduction, but without losing skills and capabilities and potentiating some synergies. The first half results and indicators, which are analysed in detail below, reflect this environment, besides also being affected by non recurrent items that are penalising in comparable terms, such as compensation costs with labor contracts termination, amounting to 6.4 million Euros (0.5 million Euros in the previous year), 8.7 million Euros from the accounting of tax-nature costs, from a lawsuit referring to facts that occurred between 2001 and 2005, and the accounting method change of Beira Interior motorway concession, as a result from the government decision on the introduction of real tolls. TURNOVER The increase in turnover in the second quarter in this period turnover reached million Euros, above the first quarter figure of million Euros and 0.9% higher than the second quarter of last year s amount elevated turnover in the first half of 2012 to million Euros, vs million Euros of the same period of the previous year. Not taking into consideration the contribution of Scutvias (which contributed with 19.5 million Euros to the consolidated turnover in Soares da Costa I Report & Accounts I First Half

5 the first half of 2011 and with only 5.0 million Euros in 2012, following the change in the accounting method of the concession), we conclude that the real activity during the first half of 2012 stood 1.5% above the same period of The following tables detail turnover breakdown by business area and by geographical market: Turnover breakdown by Geographical Market Market (million Euros) 1H 2012 % 1H 2011 % Portugal % % -23.2% Angola % % 17.5% U.S % % 28.7% Mozambique % % -23.9% Other % % -16.5% Total % % -2.0% Turnover breakdown by Business Area Business Area (million Euros) 1H 2012 % 1H 2011 % Construction % % 6.2% Concessions % % -18.6% Real Estate % % -26.1% Energia Própria % % -63.9% Holding and others % % -7.9% Intragroup eliminations % % 20.2% Total % % -2.0% Analysis of the performance by geographical market: The construction sector in the domestic market registers a cumulated and progressive deterioration. INE 1 (Portuguese National Statistic Institute) statistical data show that the construction production index had an average change in the last twelve months of -14.2%, of which -14.6% in the construction of buildings and -13.8% in civil engineering. These indexes have been revealing an aggravation trend as the decreasing rhythm of the homologous variations in the last months are now more sharp (-19.2% in June vs % in May, without any significant differences between the several segments, with the civil engineering registering a homologous decrease of 20.4% (-18.7% in May) and the construction of buildings -17.9% (-17.6% in the previous month). To this market crisis is also associated a financial crisis. During decades, the construction sector was the main financial agent of a major part of the works done in our country, from buildings to infrastructures, negotiating with the banking sector the necessary financing means, that frequently were not timely made available by the owners of the work to the realization of the necessary works. During a long period and up to the start of the current financial crisis, the activity s financing was guaranteed by the banks, in a relatively easy way and with reduced costs. As a result, the sector increased its indebtness level and increased its exposure to the crisis Índices de Produção, Emprego e Remunerações na Construção (Production, Employment and Wages Indexes in the Construction), June 2012 INE, August 10, Conjuntura da Construção n.º 61 junho / 2012 (Construction Analysis nº. 61 June/ 2012) - FEPICOP Soares da Costa I Report & Accounts I First Half

6 The severe restrictions and the credit cutbacks that are influencing a highly leveraged sector, in a time of market crisis, must have relevant consequences on the industry corporate structure, which are being dramatic, with the uncontrolled destruction of companies and employment. This depressive context justifies the extreme figures reached by the construction sector confidence indicator, which has been decreasing sustainably since 2010, reaching a minimum of -71.4% in May Construction Sector Confidence Indicator Source: INE Refocusing the analysis to the Group s activity, the strong starting order book was allowed a gradual decrease of the domestic turnover. However, the persistence and aggravation of the context described above makes the fact the Portuguese market only represented 30% of the Group s consolidated turnover by the end of the first half not a surprise (vs. 36% in the previous year), reflecting a homologous change of -23%. In more rigorous analysis, we must isolate from this evolution the already mentioned effect of the accounting change of the Beira Interior motorway concession (Scutvias). Therefore, not considering the contribution from this company, the domestic turnover change would be %. This trend will become more pronounced in the near future, taking into consideration the stagnation of the construction in Portugal. From the Group s activity in Portugal, and amongst the largest works, the highlights goes to the construction of Transmontana motorway, by CAET XXI, a complementary group of companies (ACE) where the Group has a 50% participation. In this infrastructure, we must refer the entry into service, as a motorway, of the so called lots 3, 5 and 6. This opening occurred in advance to the contractual planned dates. Other works in the domestic market: - Accesses to the logistic platform of Castanheira do Ribatejo to Brisa; - Resort Quinta do Lorde in Madeira Island; - Enlargement and improvement of the Maia-Santo Tirço stretch of A3 motorway to Brisa; - Serra da Estrela Inn to Enatur; - Tróia Resort infraestrutures; - Supermarket Continente Bom dia in Ramalde, Porto to Sonae Group. Soares da Costa I Report & Accounts I First Half

7 Regarding the complementary group of companies activity, we must highlight the Hidroalqueva and ME, SDC, MA Matosinhos, ACE, referring to a water distribution project in Matosinhos (Indáqua). The Angolan market continues to be the key international market of the Group and in this first half exceeded by a long distance the domestic market. To this country the International Monetary Fund, in its Regional Outlook for the Sub- Saharan Africa 3, estimates a GDP growth of 9.7% in 2012 (one of the highest of that region), of which 9.0% from the non oil sector. In the construction sector, after the outbreak in the Luanda building segment in the last years, the next years should bring a growing diversification of the investment in function of the strong growth potential of the infrastructure, social equipments and social residential construction segments, all over the country. During the first half of 2012, the Group s turnover in this marker reached 176 million Euros, surpassing by 17.5% the figures registered in the same period of last year. Amongst the works with higher contribution to turnover during the first half we refer the following: - TTA-2 office building in Luanda to Bayview; - Dipanda Towers in Luanda to Novinvest; - Requalification of Luanda seaside to Sociedade Baía de Luanda; - New headquarters of INE; - 1º Congresso Tower, BESA s new headquarters, in Luanda, to Investe Group; - Office building to Companhia de Seguros AAA; - Luanda Towers Project to Vista Club; - Hotel da Ilha (Island Hotel) in Luanda to Forçauto; - PK Building (2nd phase) to Sonangol; - Largo do Ambiente Building to C. R. ROCA; - Sagrada Família Building to Matra; - Science and Technology Museum in Luanda to GOE; - Packing warehouse in Tofa to Nestlé Angola; - AES Facility Extension to Sonils; - Bairro Fina School no Soyo, to Bechtel. In this market we must highlight the growth and performance of the subsidiary Clear Angola, that in its individual financial statements achieved a 30.5 million Euros turnover, growing 15.6% the 26.3 million Euros reached in the first half of last year, following an upward trajectory uninterruptedly for some years, being a reference company in the electromechanical, electrical and HVAC segments. In the United States, the Group is consolidating its positioning in the infrastructure segment, through its subsidiary Prince Contracting. This company is now in 10 th place of the ranking The Southeast's Top 20 General Contractors of the ENR magazine, the main reference of the sector. Prince, that concentrates the Group s activity in this market, continued in the first half of 2012 a development and consolidation strategy, as defined in previous periods. Therefore, growth in the road infrastructure segment continued, namely in roads and bridges, with 12 active works, distributed by the Florida and Georgia states. The consistence of this course was reinforced in the first half of 2012 with the award of two new contracts in Florida, worth a total of 42 million Euros. In this first half, activity reached a historically high level, translated in a 67.8 million Euros turnover, more 28.7% than in the same period of last year. 3 Regional Economic Outlook Sub-Saharan Africa, Sustaining Growth amid Global Uncertainty IMF Apr Soares da Costa I Report & Accounts I First Half

8 The Mozambican market continues to be under the radar of the international community regarding businesses in general and the construction and public works in particular, bearing in mind the positive results of its economic growth, sustained by successively improving indicators, which contrast with the recessive context of the European economies. Soares da Costa presence in this country is developed through the stable establishment of the domestic construction company and through a Mozambican law company, Soares da Costa Moçambique, S.A.R.L., in which the Group was a 80% participation, having as local partner IGEPE - Instituto de Gestão de Participações do Estado (State s participations manager institute). The projects under the stable establishment in the country of Sociedade de Construções Soares da Costa, SA, are evolving in a sustainable way with considerable rhythms. In this context, the highlight goes to the rehabilitation works of EN 211 road, between Combomune and Chicualacuala, with a 187 km length, and to the construction works of the new bridge over the Zambeze River in Tete, and accesses. These two works, with a structural impact in the region s economy, assume a social, economic and financial relevant weight, for both the Mozambican growth and to its neighbours and partners at SADC (Southern African Development Community). Soares da Costa is committed namely, through the guarantee of the quality and security levels and meeting deadlines that correspond to the technical and political dimension of these projects. Regarding the subsidiary Soares da Costa Moçambique, SARL, in the first half of 2012, we highlight the following: Works concluded: Construction of the Administrative Court building; Construction of the INNOQ (Instituto de Normalização e Qualidade - Standards and Quality Institute) building. Works in progress: Rehabilitation of Museu da Revolução (Revolution Museum); Construction of VIP Executive Tete Hotel; Rehabilitation of Maputo central marketplace; Enlargement of VIP INN Beira Hotel. Even so, given the exceptionally high turnover reached in the first half of 2011 with the conclusion of the work olympic village for the X All-African Games, the good level of activity in 2012 is hurt by that comparison. The other markets contributed in the first half of 2012 with 9.3 million Euros to the Group s consolidated turnover. Within these markets we must refer Brazil, in which activity was focused on: (i) Civil construction services to the implementation of the complete unit of Rio Branco do Sul (Paraná) 5,000 tonnes/ day production line, a contract which is part of an investment plan named 3ª Onda de Investimentos (Third Phase of Investment) from Votorantim Cimentos. This work is being executed, since last year, by Terceira Onda Planejamento e Desenvolvimento Ltda in which the Group has a 50% stake, via Sociedade de Construções Soares da Costa, with Serpal Engenharia e Construtora, Ltda. holding the remaining capital. (ii) Line 3 project of the Cezarina Cimpor Brasil cement plant. In this case, the work is being executed by Linha 3 Cezarina Construções Ltda, in which the Group also has a 50% stake but via Soares da Costa Brasil, Ltda, having as partner the company Gutierrez Empreendimentos e Participações, Ltda.; the works started in April 2012 and should be concluded in 13 months. In what concerns Romania, the accesses works of the wind park of Casimcea and Alpha, both in Tulcea, were concluded, being in a start up phase the work Constructia Variantei de Ocolire Tecuci, worth 49 million Ron (11.1 million Euros) to Soares da Costa I Report & Accounts I First Half

9 the Romanian national road authority (CNADNR - Compania Nationala de Autostrazi si Drumuri National din Romania S.A.), a work awarded in June By business area, we highlight the turnover growth of the Construction area (+6.2%), with the international activity having a dominant role, namely with the contribution of the United States and Angola, and the construction of Transmontana motorway in the domestic market, oriented to the concession area (which also results in a higher value for intragroup eliminations). In the Concessions business area, reported turnover was negatively impacted by the already mentioned accounting change effect of the Beira Interior motorway concession (5.0 million Euros accounted in the first half of 2012 vs million Euros in the first half of 2011). In fact, the maintenance of the intangible asset method would enlarge the first half of 2012 turnover by 17.5 million Euros, with the concession business area turnover reaching 90.6 million Euros under that hypothesis, broadly in line with the amount registered in the previous year (+0.3%). Also in this business area, in the parking exploration segment, turnover suffered a 9% reduction, an unavoidable reflection of the lower utilisation of the car as a transport imposed by the context. The remaining business areas have a modest contribution to consolidated turnover. Facing a severe context in what concerns access to financing sources, which determined the lack of development of new projects, the Real Estate area is focused on asset management and in the marketing of stocks still in inventory, while Energia Própria has not yet been able to achieve a turnover growth in a scale in accordance with the potential of the sector in which it operate. PROFITABILITY Operational profitability Taking into consideration the usual reporting segments, from the financial statements of the first half 2012 and 2011, we can extract the following operational performance indicators: EBITDA and EBIT Breakdown by Business Area (million Euros) 1H2012 % Margin 1H 2011 % Margin EBITDA % 5.3% % 11.3% -54.4% Construction % 5.9% % 6.4% -2.7% Concessions % 7.9% % 24.7% -74.0% Real Estate % 77.8% % 57.7% -0.4% Energia Própria % % -37.2% -29.1% Holding + Others % % 5.1% - Eliminations - 0.0% % - - EBIT % 0.4% % 7.4% -95.0% Construction % 1.4% % 4.1% -63.4% Concessions % 6.0% % 17.1% -71.6% Real Estate % 48.9% % 37.6% -4.0% Energia Própria % -76.8% % -38.5% -28.0% Holding + Others % -1.7% - Eliminations % 0.4% - Soares da Costa I Report & Accounts I First Half

10 These indicators are affected by non recurrent factors that occurred during the first half of 2012, which were already mentioned in this report, and also by the effect of the change in the accounting of Beira Interior concession, which constraints a comparative analysis. The compensation costs had a 6.4 million Euros effect on EBITDA and EBIT in the first half of 2012 (vs. 0.5 million Euros in the previous year), with a strong concentration (but not exclusively) in the construction business area, while the tax-nature costs amounting to 8.7 million Euros were accounted in the Holding + Others caption. The accounting changes of Beira Interior concession, detailed in the following table, impact the concessions business area s figures. Scutvias (figures corresponding to the Group s participation) (million Euros) 1H 2012 F 1H 2012 I* 1H 2011 I Turnover EBITDA EBIT Financial results Earnings before taxes Net income H 2012 F: Amounts effectively considered in the financial statements (financial asset model) 1H2012 I*: Amounts (proforma) according to the intangible assets model 1H2011 I: Amounts effectively considered in first half 2012 financial statements The recalculation of EBITDA and EBIT on a comparable basis, excluding the effects of the referred non recurring factors and admitting the maintenance of the Beira Interior concessions accounting by the intangible assets model, would lead to the following: EBITDA and EBIT Breakdown by Business Area (million Euros) 1H 2012 % Margin 1H 2011 % Margin EBITDA* % 12.7% % 11.3% 13.1% Construction % 7.4% % 6.4% 20.7% Concessions % 25.4% % 24.7% 3.2% Real Estate % 79.9% % 57.7% 2.3% Energia Própria % -73.0% % -37.2% -29.1% Holding + Others % % 5.1% - Eliminations - 0.0% % - - EBIT* % 7.0% % 7.5% -8.8% Construction % 3.0% % 4.2% -25.6% Concessions % 17.9% % 17.2% 4.5% Real Estate % 51.1% % 37.6% 0.3% Energia Própria % -76.8% % -38.5% -28.0% Holding + Others % % -1.7% - Eliminations % 0.4% - Soares da Costa I Report & Accounts I First Half

11 Therefore, the comparable adjusted EBITDA would reach 54.3 million Euros, representing a 13.1% growth and increasing its margin to 12.7%, while EBIT would present an 8.8% decrease to 28.6 million Euros. In fact, in the first half of 2012, there was an increase in the difference between EBITDA and EBIT compared with the previous year, due to the higher provisions and value adjustments. By business areas, the construction, that presents a 5.9% EBITDA margin, without the compensation costs, would register a positive evolution of its profitability reaching a 7.4%, EBITDA margin, while the concessions area, with the maintenance of the accounting criteria of the previous year, would register an positive evolution of EBITDA, in absolute terms (+4.5%). These conclusions are important demonstrations of the Group s economic sustainability and operational profitability. Financial Results In the first half 2012, financial results were million Euros vs million Euros in the first half of In this context, the influence of the change in the accounting treatment of Beira Interior motorway concession was positive (symmetrical to that seen at the operational level, +7.7 million Euros). The replacement of the same method, with the elimination of this positive contribution, would lead to financial results of million Euros in the first half of The net financing costs declined from 19.3 million Euros in the first half of 2011 to 15.8 million Euros in this first half, benefiting from the already mentioned positive effect from Scutvias. Foreign exchange differences contributed to the financial results in the first half of 2012 with +1.7 million Euros (vs. the negative contribution of -1.8 million Euros in the same period of 2011). Earnings Before Taxes Earnings before taxes presented a 20.6 million Euros loss (vs. a 3.4 million Euros profit in the previous year). However, this numerical expression results from the decisive impact from non recurring items. Excluding the already mentioned three non recurring items, earnings before taxes would be -1.2 million Euros. Net income Exteriorized and analyzed the different levels of results above the net income line, this does not justify particular additional comments, reaching, after +3.4 million Euros of income tax, a net loss attributable to the Group of million Euros. CONSOLIDATED FINANCIAL POSITION STATEMENT From the comparable analysis of the consolidated financial position statements as of June 30, 2012 and December 31, 2011, results that the main and must expressive variation at the assets level occurred at the accounts receivable (non current) and is related with the concessions that follow the financial asset model, which rose from million Euros to million Euros; this increase, besides being a consequence of the financial assets from the infrastructure concessions that are under construction (mainly Autoestrada XXI - Subconcessionária Transmontana but also Estradas do Zambeze), also embodies the effect from the transfer of the Beira Interior concession assets, that were previously accounted as intangibles; this is the key justification beyond the evolution of the intangibles assets from the financial position statement as of million Euros relatively to million Euros by December Soares da Costa I Report & Accounts I First Half

12 Regarding current assets, the major change is related with the desirable reduction in customers (-42.2 million Euros) with other current assets and cash and equivalents increasing, while inventories remain stable. At the liabilities side, there was an increase at the current liabilities of 87.0 million Euros, while non current liabilities rose 18.5 million Euros. We expect that the conclusion and formalisation, on the short run, of an ongoing negotiating project regarding the restructuring of a relevant part of the bank debt, with a significant enlargement of the maturity profile of that debt, will allow a substantial reduction of the pressure over the liquidity ratios/ indicators. At the shareholders equity, there were not any operations over the share capital, nor own shares movements in the first half, as its evolution was mainly determined by the recognition of the first half loss (-17 million Euros) and by the net change of the deferred tax assets resulting from variations in the value of hedging derivatives (-8.3 million Euros). Net debt Remunerated net debt reached million Euros by June 30, 2012 (including 417 million Euros of non recourse debt, from the concessions business area), vs million Euros at the year-end 2011 (that included million Euros of non recourse debt). Therefore, during the first half, corporate debt (recourse) rose 36.1 million Euros. From this amount, 16.3 million Euros were used to finance the shareholders equity effort at the Transmontana motorway concession project, with the remaining being used as working capital. Evolution of Net debt (recourse and non recourse) (million Euros) June 2012 March 2012 December 2011 Total Net Debt Recourse Non Recourse Evolution on Recourse Net Debt and Recourse Net Debt / EBITDA Ratio (million Euros) H 2012 Recourse Net Debt Ratio Recourse Net Debt / Recourse EBITDA* 7.2x 8.3x 8.2x 8.0x Note: EBITDA* = Last 12 months EBITDA excluding non recurrent costs (staff s compensation costs and tax-nature costs COMMERCIAL ACTIVITY: ORDER BOOK The Portuguese budgetary framework strongly pressures public investment and the private investment anaemic condition determine the occurrence of some factors that influence the commercial activity and impose a growing investment of the company in its international activity. From these facts we highlight the most significant: - General lack of tenders, with the consequent pressure over prices; - Suspension of virtually all public investment, by both the state and local authorities; Soares da Costa I Report & Accounts I First Half

13 - Reduced decision rate on tenders launched; - Delay in the national dams investment plan (Plano Nacional de Barragens), with many tenders held, but almost none materialized; - Little appetite from the banking sector to invest in the construction market; - Suspension of several works already awarded, allegedly due to lack of funding. This market context, in addition to the impact from the withdrawal of the construction project of the high speed railway stretch between Poceirão and Caia, from the high speed railway connection Lisbon-Madrid, after its refusal by the Audit Court on March 21, originates a reduction of the order book in the domestic market. In the domestic market, we highlight the following works awarded: construction of the pipeline Mangualde-Celorico- Guarda, worth 16.8 million Euros and the Puaça Building project, in Lisbon. With a weak domestic market, the Group continues to dynamically explore international markets, focusing on the markets where it has a historically stable intervention. In Angola we highlight the award of the engineering, procurement and construction of the permanent residential housing development for Angola LNG employees (phase I) in Soyo, referred ahead as a privileged information released in the first half; the work will be executed in consortium with MSF, having Soares da Costa a 50% participation; this work will be executed in 36 months, and is worth a total of 252 million Dollars (189 million Euros). During the second quarter we also highlight the following awards, although of a different magnitude, the finishing and speciality works of the Huambo Cultural Centre, the construction of Shopping Fortaleza (in consortium) and BESA s branch in Viana. In July, and therefore still not impacting the order book presented, was awarded the construction of a data center and office building to Movicel in Talatona, Luanda, worth more than 25 million Dollars. In Mozambique, in a context strongly streamlined by the external investments in areas such as mineral resources (coal) and natural gas, several business opportunities have arise, to which Soares da Costa has dedicated the attention they deserve, making an effort to enter these niches of opportunities, using its commercial resources, presenting proposals in public tenders, presenting proposals to invitations, aiming to enlarge its activity and turnover in this emerging market. As part of the activity performed by the subsidiary Soares da Costa Mozambique, SARL were obtained during the semester several awards, namely: Construction of a fuel station of Petromoc Zoo (Maputo); Construction of 15 habitations to HCB (Cahora Bassa Hydroelectric Plant) Songo (Tete); Construction of a building with 8 flats in Costa do Sol Maputo; Rehabilitation of a substation in HCB (Cahora Bassa Hydroelectric Plant) Songo, phase II; Construction of the bus station of Zimpeto (Maputo); Rehabilitation and enlargement of the Pemba s flight terminal; Reshuffle of the Mozabanco branch in Xai-Xai. Already after the end of the first half were awarded by ANE- Administração Nacional de Estradas (National Road Authority) to Sociedade de Construção Soares da Costa, SA the construction works of the bridges over the Sangaze, Pomwpe, Macuca and Chidge rivers in Sofala region and the bridges over the Muira, Tzanzabue e Nhagucha rivers in Manica region, in Mozambique. This works include the design and built of nine bridges (of which six with bridge decks in reinforced concrete, prestressed with several lengths), the correction of the accesses roads and other diverse related works, totalling 21.7 million Euros. In the United States, Prince has reinforced its position in the market in the infrastructure segment, with two works awarded in this first half: I 275 Tampa, Hillborough County, amounting to 30 million Dollars, consisting on the rehabilitation of circa 6 km of road and sixteen bridges, to be concluded by July 2014; Soares da Costa I Report & Accounts I First Half

14 I-75 design and built of airport access in Fort Myers; this design and built contract worth 54 million Dollars includes a new direct connection with 12 km of length between I-75 and the Southwest Florida International Airport (SWFIA), in Fort Myers, to be concluded up to September In Romania, a work to the national road authority (CNADNR Compania Nationala de Autostrazi si Drumuri National din Romania, SA) Constructia Variantei de Ocolire Tecuci project was awarded, worth 49 million Ron (11.1 million Euros); consignment of this work took place on June 18, In this market, commercial effort has been focused on projects on the renewable energy sector (wind parks), area in which the Group is currently negotiating with two different customers two projects that are waiting for an award decision. At the same time, has been given priority to roads, water distribution and sewage construction projects, segments in which the Group already has experience in this market. In Brazil was awarded the work related with the execution of line 3 of Cezarina cement plant, in consortium with Gutierrez Engenharia, contributing with 10.4 million Euros to the Group s order book. Regarding new markets, we highlight the award to Sociedade de Construções Soares da Costa, SA of a work in the Sultanate of Oman, worth 48 million Euros, with an execution deadline of 654 days; this work includes the project s design and construction works of a road infrastructure, including several sections and five interchanges bridges, in the zone between the Muscat international airport and Muscat express road. The work will be jointly executed with a local construction company, having Sociedade de Construções Soares da Costa, SA a 70% participation. Globally, by the end of the first half, order book amounted to 1,181.6 million Euros (with the breakdown by geographical market presented below), at a similar level to those achieved by the end of 2011, considering the adjustment resulting from the removal from the order book of the high speed railway project. This figure is slightly below (-4.3%) the one reached by the end of the first quarter. Order Book (million Euros) June 2012 % March 2012 % Dec % Total 1, % 1, % -4.3% 1, % Angola % % -13.0% % Portugal % % 1.1% % U.S % % 14.1% % Mozambique % % -3.6% % Other countries % % -5.6% % Prospects and Guidance for 2012 During the second half of 2012 the adjustment process of the internal structure will continue, with its resizing taking into consideration the estimated dimension of the several markets, achieving a stable situation by the end of the year. The business strategic focus will continue oriented to the construction segment and to the international markets were core geographies Angola, United States and Mozambique assume a relevant and key role. In Brazil, the Group will continue to seek for growth opportunities in order to solidify its knowledge and presence in this new market. In Portugal, taking into consideration the already described environment, activity will remain strongly concentrated on the construction of the Transmontana motorway. Soares da Costa I Report & Accounts I First Half

15 RELEVANT FACTS RELEASED DURING THE FIRST HALF Court of Auditors refusal of the concession contract of the HSR stretch between Poceirão Caia from the high speed line Lisbon-Madrid; Awarded a work in the Sultanate of Oman to the subsidiary Sociedade de Construções Soares da Costa, SA, which includes the project s design and construction works of a road s infrastructure, including several sections and five interchanges bridges, in the zone between the Muscat international airport and Muscat express road. This work, worth 48 million Euros, with a 654 day-deadline, will be jointly executed with a local construction company, having Sociedade de Construções Soares da Costa, SA a 70% participation; Work awarded in Angola: Sociedade de Construções Soares da Costa, SA, in consortium with MSF, has closed a contract for the engineering, procurement and construction of the permanent residential housing development for Angola LNG employees (phase I) in Soyo, worth a total of 252 million Dollars (189 million Euros), having Soares da Costa a 50% participation; Provisional suspension of a tax related lawsuit, resulting in a 8.7 million Euros liability for the Group; Intention of work award regarding the construction of a gas pipeline between Mangualde-Celorico-Guarda, worth a total of 16.8 million Euros; Design-Build Project in the U.S.: Prince, the Group s subsidiary in the U.S. market was announced as the apparent low bidder for the Florida design-build I-75 (SR 93) airport access project at Southwest Florida International Airport in Fort Myers, worth a total of 54.1 million Dollars (42.3 million Euros); The annual general shareholders meeting took place on May 24, 2012, approving, amongst other items, the management report, the individual and consolidation financial statements and the proposal for the application of the individual net income; Internal Mergers: Soares da Costa Group carried out the merger of our two most relevant construction subsidiaries in Portugal, with Sociedade de Construções Soares da Costa, S.A. absorbing Contacto Sociedade de Construções, S.A.. In the pursuit of measures to adjust our structure, our subsidiary, from the concessions area, Soares da Costa Serviços Técnicos e de Gestão, S.A. was been absorbed by Soares da Costa Concessões, SGPS, S.A.. SOARES DA COSTA SHARES Share Capital Representation Pursuant to article 4, no. 3, of the by-laws, the company s share capital is represented by one hundred and sixty million scriptural bearer shares, with a par value of one Euro each, divided into two categories of shares, reciprocally convertible through a general meeting deliberation: a) one hundred and fifty-nine million nine hundred and ninetyfour thousand four hundred and eighty-two (159,994,482) ordinary shares; b) five thousand five hundred and eighteen (5,518) preferred non-voting share, but with a preferential right to a dividend and to the reimbursement of the respective nominal amount in the event of the liquidation of the company. Soares da Costa I Report & Accounts I First Half

16 Own Shares Grupo Soares da Costa held, at June 30, 2012, 507,292 own shares, corresponding to 0.317% of its share capital, a participation unchanged to December 31, Dividends As proposed by the board of directors to the shareholders general meeting of May 24, 2012, it was approved and paid a gross preferred dividend of Euros, corresponding to 0.05 Euros per preferred share. As released at June 7, 2012, the dividends were placed at the shareholders disposal as from June 22, 2012, with the shares transacting on the stock exchange without the right to the dividend as from June 19, Share price Performance The share registered in the first half of the year a quite negative performance, both in terms of price evolution and liquidity. Therefore, share price lost 57% in the first six months of 2012, decreasing from 0.37 Euros by the end of 2011 to 0.16 Euros by the end of the first half. This negative performance was accentuated in the second half of the semester, when the share price lost 45% (-22% in the first quarter). Compared with the PSI20 index, this declined 14% in the first six months, a decrease totally concentrated in the second quarter (-15%), as in the first quarter, the index was almost unchanged (+0.1%) to year-end Thus, the Soares da Costa Group share followed the market s negative trend, although with a sharper movement, which can be explained by the strong contraction and low visibility that currently affects the Portuguese construction market, which negatively influences the investors expectation for the sector, although for Soares da Costa Group the domestic market represents less 40% of total turnover (2011). In addition, the concession business area expectations and visibility also suffered a significant degradation. The traded volume of the Portuguese stock market continued fairly depressed in the first half, with the average traded amount per trading session of the PSI20 index reaching 86 million Euros, less 20% than full-year 2011 s average figure. Even so, in the second quarter there was a slight recovery (+15%) compared with the first three months of the year. Soares da Costa Group shares followed this liquidity reduction trend, although again in a sharper way, reaching an average traded value per session in the first half of 11 thousand shares, 71% below the average figure for full-year Contrary to the market trend that showed some liquidity recovery in the April-June quarter, the liquidity of Soares da Costa share decrease was quite accentuated in the second part of the semester: 4 thousand Euros of average daily traded value in the second quarter of 2012 vs. almost 18 thousand Euros in the first three months. Soares da Costa I Report & Accounts I First Half

17 Key Performance Indicators of Soares da Costa s shares 2Q Q Q Q Q Q Share Price, beginning of the period (Euro) Share Price, end of the period (Euro) Higher share price (Euro) Lower share price (Euro) Shares traded (thousand shares) 1,413 3,372 21,293 3,065 4,376 3,986 9,866 59,101 Cumulated value of shares traded (million Euros) Shares traded by session (thousand shares) Value traded by session (average; thousand Euros) Source: Euronext Evolution of Soares da Costas stock price and number of shares traded in the first half of Jan 12 Jan 12 Feb 12 Mar 12 Mar 12 Apr 12 May 12 May 12 Jun Volume (# 000 shares) Stock Price (Euro) Source: Euronext Soares da Costa I Report & Accounts I First Half

18 2. ORGANIZATION Below is the composition of the governing bodies, the organizational structure of the company and the structure of participations and consolidation methods allowing to observe the extent and composition of Soares da Costa Group. Afterwards are listed the changes to the Group s consolidation perimeter during the first half of A complete list of subsidiaries (directly or indirectly held) is presented in the notes with the numbers 6 to 9 from the Accounting Policies and Explanatory Notes, which also included other information. Governing bodies The current composition of the governing bodies is the following: General Meeting Board: Fernando Enes Gaião (Chairman) João Pessoa e Costa (Secretary) Board of Directors: Manuel Roseta Fino (Chairman) António Manuel Pereira Caldas Castro Henriques (Executive Committee, Chief Executive Officer) Pedro Gonçalo de Sotto-Mayor de Andrade Santos (Executive Committee) Jorge Domingues Grade Mendes (Executive Committee) António Manuel Formigal de Arriaga (Non executive, Independent) António Pereira da Silva Neves (Non executive) Carlos Moreira Garcia (Non executive, Independent) José Manuel Baptista Fino (Non executive) Martim Salema de Sande e Castro Fino (Non executive) PARINAMA - Participações e Investimentos, SGPS, SA, corporate body number , that designated Ana Maria Martins Caetano (Non executive). Supervisory Board: Júlio de Lemos de Castro Caldas (Chairman) Carlos Pedro Machado de Sousa Góis Joaquim Augusto Soares da Silva Júlio de Jesus Pinto (substitute) Chartered Accountant: Grant Thornton Associados, SROC, Lda, represented by Jorge Bento Martins Ledo Remuneration Committee: José Manuel Baptista Fino (Chairman) António Jorge Gonçalves Afonso João Pessoa e Costa Soares da Costa I Report & Accounts I First Half

19 Secretary of the Company: Jorge Manuel de Oliveira Alves Pedro Miguel Tigre Falcão Queirós (substitute) Furthermore, in accordance with Securities Code, we inform that the company s external auditor is BDO & Associados, SROC, represented by Paulo Jorge de Sousa Ferreira (Chartered Accountant number 781). Organisational Structure and Structure of Participations of the Group Soares da Costa I Report & Accounts I First Half

20 ACQUISITION COST EQUITY CONSOLIDATION PROPORTIONAL CONSOLIDATION METHOD FULL CONSOLIDATION METHOD GRUPO SOARES DA COSTA, SGPS, SA Consolidated Accounts June 30, 2012 Perimeter and Consolidation Methods SDC Construção,SGPS, SA Grupo Soares da Costa, SGPS, SA SDC América, INC 99,96% SDC CONCESIONESC.RICA,SA CIAGEST, SA SCSP SDC Serviços 60% Porto Construction Group, LLC Partilhados, SA (3) 80% COSTAPARQUES, SA SDC Construction Services, LLC Soares da Mercados Novos, LDA Prince, LLC Costa CS, LLC CPE, SA SOARTA, SA SDC Contractor, LLC INFRAESTRUCT. SDC C.RICA, SA HABITOP, SA 51% GEC Guiné Ecuatorial Construcciones NAVEGAIA, SA 57,26% 80% Energia Própria, S.A. SDC Moçambique, SARL 99% SDC IMOBILIÁRIA, LDA (2) INTEVIAS, SA 75% SDC S. Tomé e Príncipe, Construções, Lda. 50,6% Self Energy Engineering Hidroequador S. Tomense HOTTI Angola Hóteis, S.A. & Innovation, S.A. 60% 98% 60% SOCOMETAL, SA Hidroeléctrica STP, Lda. COSTA SUL, LDA (7) Ventos do Horizonte, S.A. SDC Construcciones Centro Americanas, SA 98% INR Inv. Nac. Rodoviários 78,1% IMOSEDE, LDA (7) 75% Self Energy UK SDC Hidroenergia, S.A. Coordenação & SDC (6) CAIS da FONTINHA, SA 0,2% 99,8% 99% SDC Hidroenergia 1T, Lda CARTA, LDA Carta Angola, Lda. (11) 51% IMOKANDANDU, LDA 0,2% 99,8% 95% SDC Hidroenergia 8C, Lda CLEAR, SA CLEAR ANGOLA, SA 99% IMOSDC - Investimentos LDA 1% 0,2% 99,8% 51% SDC Hidroenergia 8T, Lda CERENNA, SA 0,2% SDC Hidroenergia 4T, Lda 99,8% SDC/Contacto, ACE SANTOLINA Holding B.V. 59% 41% Soares da Costa Brasil, Ltda. Soc. Construções Soares da Costa, SA TRANSMETRO, ACE 50% 28,57% GCVC, ACE ASSOC-Estádio de 40% 40% Estádio d Braga, ACE Braga, ACE Estádio Coimbra, ACE 60% 25% Nova Estação, ACE Somague-SDC, ACE 50% 28,57% Matosinhos, ACE Três ponto dois, ACE 50% 50% Teatro Circo, ACE HidroAlqueva, ACE 50% 50% CAET XXI, ACE GCF, ACE 28,57% 17,25% LGV, ACE Israel Metro Builders 30% 30% LGC, ACE NORMETRO, ACE 17,9% 50% SdC e Lena, ACE Terceira Onda, Lda 50% 24% GACE Gondomar, ACE 50% Linha3 - Cezarina,Ltda 40% SOMAFEL, SA OFM, SA 60% Somafel e Ferr.,ACE 95% 5% Somafel,Ltda.(Brasil) 45% Alsoma, AEIE 50% Traversofer, SARL 33% MTA, LDA. 49% (11) SDC Emirates, LLC 17% 50% Construtora S. José Caldera, SA Grupul Portughez de Constructii CFE Indústria de Condutas, S.A. (1) 11,3% VSL, SA 7,24% VORTAL SGPS, SA Construtora - S.José-S.Ramon, SA 17% SDC Imobiliária, SGPS, SA 14,7% Talatona Imobiliária, Lda. 46% Operestradas XXI, S.A. (4) 50% Exproestradas XXI, S.A. (5) 40% Oper. Estradas. Zambeze, S.A. 40% Estradas do Zambeze, S.A. 25% GAYAEXPLOR, LDA 28,57% INDÁQUA, SA 0,5% 97,5% Indáqua Matosinhos, SA Indáqua V. do Conde, SA 98% 0,5% 93% Indáqua Feira, S.A. (10) 20% MTS, LDA Autopistas del Sol Autopistas del Valle (1) Company in which Clear Instalações Electromecânicas, S.A. has a 33.33% participation (2) Additionally, Ciagest, SA has a 1% participation in SDC Imobiliária, Lda. (3) Additionally, Sociedade de Construções Soares da Costa, SA, Ciagest, SA, Clear, SA and SDC Concessões SGPS have, each, a 0.01% participation in SCSP Soares da Costa Serviços Partilhados, SA. (4) Additionally, Sociedade de Construções Soares da Costa, SA holds a 4% participation in Auto-estradas XXI, S.A. and Operestradas XXI, SA. (5) Additionally, Sociedade de Construções Soares da Costa, S.A. holds a 0.004% participation in Exproestradas XXI, S.A. (6) Additionally, SDC Concessões SGPS and Hidroequador Santomense hold, each, a 0.002% participation in SDC Hidroenergia, SA. (7) Additionally, Clear Angola, S.A. holds a 2% participation in Costa Sul, Lda. and in Imosede, Lda. (8) Company held (16.302%) by Soares da Costa Concessões, SGPS and by (0.002%) Sociedade de Construções Soares da Costa, S.A. (9) Additionally, Intevias Serviços e Gestão, S.A. holds a 0.002% of Portvias, S.A. (10) Additionally, Grupo Soares da Costa, SGPS, S.A. holds a 0.5% participation in Indáqua Feira, S.A. (11) Additionally, Sociedade de Construções Soares da Costa, S.A. Holds a 1% stake in MTA, LDA. and in Carta Angola, Lda. 34,3% SDC Concessões, SGPS, SA SDC Concessions USA, Inc SCUTVIAS, SA 33,33% 33,33% 0,002% MRN Man. Rod.Nacionais 33,33% Portvias, S.A. (9) 46% Auto-estradas XXI, S.A. (4) 16,3% Elos OM, S.A. 16,3% Elos, S.A. (8) 17% 17% 50% Ute Efacec/Self Energy 45% Self Energy Moçambique 49,5% Larvick Espanha 25% MY WATT, LDA Global Azoague, S.L. 50% 10% Roof Tops of Spain, S.A. Soares da Costa I Report & Accounts I First Half

21 New shareholdings and changes in the consolidation perimeter during the first half of Disposal of 25% of the company My Watt, Lda.. - Alienation of the participation in the company Reflexos Púrpura, Lda., a company in which Energia Própria, S.A. held a 50%. - Merger by absortion of the company Serviços Técnicos e de Gestão, SA by Soares da Costa - Concessões, S.G.P.S., S.A... - Merger by absortion of the company Contacto Sociedade de Construções, SA by Sociedade de Construções Soares da Costa, S.A.. - Inclusion in the consolidation perimeter of the company Linha 3 Cezarina Construções, Ltda. a company with a specific purpose under the Brazilian law, held by the group at 50%; this company s purpose is to promote the planning, development and execution of the construction works for the implementation of line 3 of Cezarina cement plant in Cezarina County, State of Goiás. - Inclusion in the consolidation perimeter of the company, Global Azoague, S.L., a company constituted under the Spanish law, in which the Group has a 50% participation, through Energia Própria. 3. SUSTAINABLE DEVELOPMENT Soares da Costa Group continues, year after year, to develop several activities that are in accordance with its compromise with a Sustainable Development, paying special attention to internal social responsibility (activities targeting employees and their families), without forgetting external social responsibility activities targeting the communities from the several geographical markets were the Group operates. In the first half of 2012, were concluded activities as the Technical Workshops, an annual event of sharing of knowledge and professional and personal experiences amongst employees of the several companies of the Group. This year, in line with the guidance of the strategic plan presented by year-end 2011, the focus was on the construction business area, with several presentations from technical workers. This was the third edition of the Technical Workshops and was presented items concerning project that the company is developing in Portugal, Angola, Mozambique and United States. On the other hand, another edition of the Prémio Talento Soares da Costa (Talent Award Soares da Costa) is in progress, which in the last 3 years has allowed several college students on their final year to develop master degree papers jointly with the company, and, in the case of the winning students, to benefit from a 6-month internship in one of the companies of Soares da Costa Group. On the environment side, besides the several internal campaigns and rationalization measures regarding energy consumption and water, Soares da Costa highlighted three important moments: 1. World Forestry Day (March 21) with a activity with volunteers in Lousã, where, jointly with Fundação Floresta Unida (United Forestry Foundation) several preservation activities of the Portuguese forestry happened. 2. World Environment Day (June 5), with an internal training activity on separation of waste and home composting; 3. Joining the ECO (Companies against Fire) movement, an initiative to protect the national forest heritage. Soares da Costa I Report & Accounts I First Half

22 In addition to these initiatives, continue to be developed campaigns to collect various materials at the Ecoponto Solidário (Solidarity Bin), happening in this first half a campaign for of the União Zoófila (for the animals hosted by the institution) and the Legião da Boa Vontade (campaign to collect food for the families supported by that institution). Up to the end of the year, the Group expects to implement and/ or to continue with activities such as the annual scholarships program, holiday camps, and more collection campaigns under the Ecoponto Solidário (Solidarity Bin) and the launch of a new challenge of the corporate volunteering program Sou Capaz. 4. MAIN RISKS AND UNCERTAINTIES Soares da Costa Group, as the various parts that comprise this Report and Accounts attest, carries out its activity in various business segments and in various geographical areas. Consequently, the Group is exposed, naturally, to various risks that can be classified as: Business Risks - Operating risks: those that can impact the effectiveness and efficiency of the operational and service rendering processes of the Group, client satisfaction and the reputation of the companies; - Integrity risks: those related with internal and external frauds that the group companies may be subject to; - Management and human resource risks: risks related, amongst others, with management, leadership, authority limits, displacement, local insertion, etc.; - Financial risks. Namely currency risk, interest rate risk, liquidity risk and credit risk; Information Risks - Operating, financial and strategic evaluation information; Environmental Risks - Competition; - Political, economic, legal and fiscal environment; - Regulation of and changes in the sector. From an organizational perspective, and at the corporate centre, with transversal application throughout the Group, there is a an Analysis and Risk Management unit was set up with the objective of guaranteeing the efficiency and effectiveness of the Group s operations, the safeguarding of its assets, the reliability of the financial data and the compliance with the law and applicable norms. The Analysis and Risk Management unit has goal to support management through the identification and monitoring of the main risk to which the Group is exposed, to guarantee its control and mitigation, therefore allowing the inclusion of a risk dimension on the strategic and operational decisions of the Group. The risk analysis is undertaken by the various corporative units of the Group. Work is carried out to identify and prioritize up-front the risks classified as more critical (determined through the combination of the probability of occurrence with the potential impact) and Risk Management strategies are defined so as to implement the control procedures that will reduce these to an acceptable level. This way the Group has been implementing control activities that permit the mitigation of these risks. The objective is to maximize the trade-off between the risks and the business margins so as to attain, in a sustained manner, the strategic objectives. Soares da Costa I Report & Accounts I First Half

23 This matrix is based on the general lines of the strategic plan in force, the goals that are to be met, the type of activity carried out and the countries that constitute the preferred areas for a stable intervention. Subsequently, and in obedience to these guidelines, a set of parameters are defined that guide the strategic objectives covering the assumption of risk and all the monitoring actions carried out to guarantee the conformity of the risks actually incurred with those objectives. To perform the assessment and subsequent monitoring, through their internal organizations, the different management areas of the company (Business Development, Finance Management, Management Control, Human Resources, Legal Services, etc.) identify and evaluate the risks that their decisions, in their respective areas of intervention and competence, involve and list the measures that may prevent or minimize these. In function of that analysis, critically monitored by the central unit, decisions are taken relating to the business, country or project in question, namely the decision to contract or not to contract or of the contracting conditions. The analysis and management system is an interactive process that extends throughout all the phases of the project, from the original potential set-up, at a moment of pure prospecting, right through to its epilogue, when all the responsibilities connected to it are extinguished. Naturally, during its evolution, some fundamental milestones requiring a wider scope in terms of decision making are set-up, both to evaluate if the potential risks and the forms in which best to broach these fit the strategic profile defined, as well as to ensure that the control mechanisms and procedures are being complied with and are proving to be adequate. For their thorough management, detailed information procedures are created, with the content adequate to each phase, which will permit the timely monitoring of the various vicissitudes and the taking of action at the exact moment of an occurrence. The full process is open to contributions from reviews and to the improvements that any structure wishes to propose, and is the object of periodic reflection and evaluation involving both the supporting services as well as the operational areas. The objective of capital risk management at Soares da Costa Group is to safeguard the continuity of the operations of the Group, thus providing returns for the shareholders and benefits for the remaining stakeholders, maintaining a solid capital structure that supports the development of the business. The Group has reinforced its risk analysis policies in order to be better prepared to respond to the uncertainties and vicissitudes that derive from adapting its activity to the retraction in the domestic market, and is actively searching for alternatives that boost its capacities. 5. PARTICIPATIONS AND TRANSACTION OF MEMBERS OF THE CORPORATE BODIES (according to Article 9a) and 14 no. 7 of Regulation 5/2008 of the CMVM) Manuel Roseta Fino (Chairman of the board of directors): Chairman of the board of directors of Investifino Investimentos e Participações SA. This company held, as of December 31, 2011, 113,302,682 shares that correspond to % of the capital, that maintained by June 30, Pedro Gonçalo de Sotto-Mayor de Andrade Santos (Executive member of the board of directors): Member of the board of directors of Investifino Investimentos e Participações SA. This company held, as of December 31, 2011, 113,302,682 shares that correspond to % of the capital, that maintained by June 30, António Pereira da Silva Neves (Member of the board of directors): Held by December 31, 2011, 13,220 shares, that maintained by June 30, Ana Maria Martins Caetano (Member of the board of directors): Chairman of the board of directors of Parinama Participações e Investimentos, SGPS, SA. This company held, as of December 31, 2011, 17,600,000 shares that correspond to % of the capital, that maintained by June 30, Soares da Costa I Report & Accounts I First Half

24 José Manuel Baptista Fino (Member of the board of directors): Member of the board of directors of Investifino Investimentos e Participações SA. This company held, as of December 31, 2011, 113,302,682 shares that correspond to % of the capital, that maintained by June 30, The other members of the corporate bodies did not hold, as of June 30, 2012, shares of the company, and did not made any transactions on the company's shares during the first half of QUALIFIED SHAREHOLDINGS As of June 30, 2012, the qualified shareholdings were the following: Manuel Fino, SGPS, SA Number of Shares % Capital % Voting Rights (*) Indirectly through Investifino-Investimentos e Participações SGPS, SA 113,302, % % Total 113,302, % % PARINAMA Participações e Investimentos, SGPS, SA Number of Shares % Capital % Voting Rights (*) Directly 17,600, % % Total 17,600, % % Santander Asset Management - Sociedade Gestora de Fundos de Investimento Mobiliários, SA Indirectly through: Fundo Santander Acções Portugal Fundo Santander PPA Number of Shares 2,930, ,634 % Capital 1.831% 0.195% % Voting Rights (*) 1.837% 0.196% Total 3,242, % 2.033% Indirectly through: CXG ACC PORTUGAL CXG PPA Caixagest Técnicas de Gestão de Fundos, SA Number of Shares n.a. n.a. % Capital 1.607% 0.538% % Voting Rights (*) Total 3,430, % 2.151% (*) Considers 5,518 preferred non voting shares and 507,292 own shares held by June 30, 2012 n.a. n.a. Soares da Costa I Report & Accounts I First Half

25 7. STATEMENT ON THE CONFORMITY OF THE FINANCIAL INFORMATION In terms of paragraph c) of no. 1 of article 246 of the Securities Code, the members of the board of directors, individually, declare that to the best of their knowledge: a) The Consolidated Financial Statements, the Individual Financial Statements and the other documents comprising the accounts were prepared in conformity with the accounting standards applicable, presenting a true and fair view, in all materially relevant aspects, of the assets and liabilities, of the equity and of the consolidated and individual results of the issuer; b) The Management Report accurately discloses the evolution of the business, the performance and the financial position both of the issuer and of the companies included in the consolidation perimeter and contains a description of the principal risks and uncertainties which they face. Porto, August 30, 2012 The board of directors, Manuel Roseta Fino, António Manuel Pereira Caldas de Castro Henriques, Pedro Gonçalo de Sotto Mayor de Andrade Santos, Jorge Domingues Grade Mendes, Ana Maria Martins Caetano, António Manuel Formigal de Arriaga, António Pereira da Silva Neves, Carlos Moreira Garcia, José Manuel Baptista Fino, Martim Salema de Sande e Castro Fino Soares da Costa I Report & Accounts I First Half

26 CONSOLIDATED FINANCIAL STATEMENTS CONSOLIDATED FINANCIAL POSITION STATEMENT JUNE 30, 2012 AND DECEMBER 31, 2011 (Euro) A S S E T S Notes 30-Jun Dec-11 NON CURRENT Intangible assets: Goodwill 11 e 12 86,896,365 86,896,365 Intangible assets 11 e 12 57,164, ,443, ,060, ,339,728 Fixed tangible assets: Land and buildings ,832, ,262,712 Basic equipment 12 62,551,218 66,447,006 Other fixed tangible assets 12 15,848,758 17,552,831 Fixed tangible assets in progress 12 19,607,058 18,459, ,839, ,721,999 Investment properties 10 e 14 9,585,779 9,907,556 Financial investments: Financial investments under the equity method 14 11,710,169 11,607,524 Loans to associated companies 14 11,622,978 10,399,882 Other financial investments 14 e 24 13,548,603 12,876, ,881,751 34,883,801 Deferred taxes (assets) 10 e 29 45,955,406 40,941,330 Accounts receivable 10 e ,523, ,395,050 Total non current assets 1,005,846, ,189,464 CURRENT Inventories 10, 15 e ,219, ,938,135 Accounts receivable: Trade Debtors 16 e ,475, ,708,549 Income tax 4,245,573 1,441,691 Other accounts receivable 16 e 24 65,939,161 61,307, ,660, ,457,579 Other current assets 10 e ,764, ,009,408 Cash, Deposits and Securities 10 e ,697,031 86,098,349 Total current assets 837,341, ,503,472 TOTAL ASSETS 10 1,843,187,733 1,763,692,936 Soares da Costa I Report & Accounts I First Half

27 CONSOLIDATED FINANCIAL POSITION STATEMENT JUNE 30, 2012 AND DECEMBER 31, 2011 (Euro) SHAREHOLDERS' EQUITY & LIABILITIES Notes 30-Jun Dec-11 Shareholders' equity Share capital ,000, ,000,000 Own shares 19 (172,526) (172,526) Reserves and retained earnings 19 (55,875,689) (49,820,845) Net income 10 (16,996,929) 2,376,012 Equity attributable to the Group 86,954, ,382,641 Minorities 3,539,272 4,139,852 TOTAL SHAREHOLDERS' EQUITY 90,494, ,522,493 LIABILITIES NON CURRENT Provisions , ,200 Loans: Bonds 20 97,806,284 97,604,741 Bank loans ,273, ,988, ,079, ,593,289 Accounts payable 22 45,105,485 51,310,099 Derivatives 21 62,137,384 53,939,404 Deferred assets (liabilities) 29 26,880,725 27,884,259 Total non current liabilities 789,096, ,613,251 CURRENT Loans: Bank loans ,114, ,468,826 Other loans 20 24,108,845 37,850, ,223, ,318,918 Accounst payable: Trade Creditors 223,703, ,775,844 Fixed assets suppliers 3,933,462 3,790,535 Advances on sales 65,399,473 75,655,448 Income tax 14,323,940 8,809,377 Other accounts payable 22 73,650,665 56,659, ,011, ,691,039 Derivatives 21 15,585,868 12,504,360 Other current liabilities ,776, ,042,876 Total current liabilities 963,597, ,557,193 TOTAL LIABILITIES 10 1,752,693,606 1,647,170,444 TOTAL SHAREHOLDERS' EQUITY + LIABILITIES 1,843,187,733 1,763,692,936 Soares da Costa I Report & Accounts I First Half

28 SEPARATE CONSOLIDATED INCOME STATEMENT FOR THE PERIOD ENDED JUNE 30, 2012 AND 2011 INCOME STATEMENT Notes 30-Jun Jun-11 Turnover ,029, ,533,539 Change in production (3,516) 1,277,545 Other operating income 26 5,031,501 5,118,624 Operating income 416,057, ,929,708 Cost of goods sold (78,249,490) (85,828,434) Third party supplies & services (222,760,091) (210,116,764) Staff costs (76,560,359) (73,221,461) Depreciation and imparity losses 10 (11,632,122) (16,733,476) Provisions 10 (9,181,051) (172,639) Other operating costs 26 (16,143,682) (8,984,319) Operating costs (414,526,794) (395,057,093) Operating results from continued activities 10 1,530,439 30,872,615 Interest received 18,407,198 5,782,416 Interest paid (34,204,114) (25,115,096) Net financing costs 28 (15,796,917) (19,332,680) Gains in associated companies 99, ,244 Losses in associated companies (21,821) (72,755) Gains and losses in associated companies 28 77,362 68,489 Income and capital gains in stakes held 198, ,403 Other financial income 11,467,835 10,723,069 Other financial costs (18,027,779) (19,684,251) Other financial income & costs 28 (6,361,929) (8,239,780) Financial results 10 e 28 (22,081,483) (27,503,970) Earnings before taxes (20,551,044) 3,368,645 Income tax 10 e 29 3,368,615 (1,471,848) Net income 10 (17,182,429) 1,896,796 Attributable to the Group 10 (16,996,929) 2,046,470 Minorities 10 (185,500) (149,673) Earnings per share of continued activities: 30 Basic (0.107) Diluted (0.107) Earnings per share: 30 Basic (0.107) Diluted (0.107) (Euro) Soares da Costa I Report & Accounts I First Half

29 SEPARATE CONSOLIDATED INCOME STATEMENT FOR THE QUARTERS APRIL 1 TO JUNE 30, 2012 AND 2011 INCOME STATEMENT 2nd Quarter 2nd Quarter Turnover 221,082, ,129,714 Change in production (1,952,226) 5,896,641 Other operating income 2,719,262 2,705,782 Operating income 221,849, ,732,138 Cost of goods sold (40,832,959) (43,445,525) Third party supplies & services (120,268,970) (120,637,906) Staff costs (35,729,891) (36,259,232) Depreciation and imparity losses (5,778,490) (8,307,609) Provisions (9,082,402) (74,836) Other operating costs (12,700,081) (4,494,807) Operating costs (224,392,794) (213,219,915) Operating results from continued activities (2,543,711) 14,512,222 Interest received 8,774,958 2,343,196 Interest paid (16,989,198) (11,905,726) Net financing costs (8,214,240) (9,562,530) Gains in associated companies 98,690 59,222 Losses in associated companies 5,972 (33,135) Gains and losses in associated companies 104,662 26,087 Income and capital gains in stakes held 0 120,961 Other financial income 10,339,267 6,226,701 Other financial costs (9,494,073) (10,034,543) Other financial income & costs 845,194 (3,686,881) Financial results (7,264,384) (13,223,323) Earnings before taxes (9,808,095) 1,288,899 Income tax 826,348 (887,785) Net income (8,981,747) 401,114 Attributable to the Group (8,816,481) 448,521 Minorities (165,266) (47,407) Earnings per share (0.055) (Euro) Soares da Costa I Report & Accounts I First Half

30 STATEMENT OF CONSOLIDATED COMPREHENSIVE INCOME FOR THE PERIOD ENDED JUNE 30, 2012 AND 2011 Notas 30-Jun Jun-11 Consolidated net profit for the period 10 (17,182,429) 1,896,796 Other comprehensive income Exchange difference stemming from transposition of financial statements expressed in foreign currencies (534,755) (3,911,666) Variation on fair value of derivatives 19 (11,279,488) 5,988,542 Variation on deferred taxes of derivatives 19 2,969,668 (1,635,792) Adjustments in investment consolidated by equity method (1,085) (221,852) Other variations - (346,370) Total comprehensive income for the period (26,028,089) 1,769,658 Attributable: to minorities (600,580) (365,521) to the Group (25,427,509) 2,135,179 (Euro) STATEMENT OF CHANGES IN EQUITY FOR THE PERIOD ENDED JUNE 30, 2012 AND 2011 Notes Equity capital Own shares Reserves and retained earnings Reserves for foreign exchange Coverage derivatives Other Own funds attributable to shareholders Own funds attributable to minorities (Euro) Total equity Balance as of 1/Jan/ ,000,000 (172,526) (7,751,481) (728,190) (40,239,801) 1,274, ,382,640 4,139, ,522,492 Dividends (276) (276) (276) Own shares 19 Other Integrated consolidated earnings 19 (16,996,929) (119,675) (8,309,820) (1,085) (25,427,509) (600,580) (26,028,089) Balance as of 30/Jun/ ,000,000 (172,526) (24,748,687) (847,865) (48,549,621) 1,273,554 86,954,855 3,539,272 90,494,127 Equity capital Own shares Reserves and retained earnings Reserves for foreign exchange Coverage derivatives Other Own funds attributable to shareholders Own funds attributable to minorities Total equity Balance as of 1/Jan/ ,000,000 (197,780) (1,633,280) (337,995) (24,644,913) 2,204, ,390,411 4,170, ,561,324 Dividends (3,463,847) (3,463,847) (3,463,847) Own shares (65,662) (3,163) (68,825) (68,825) Other 369,912 (369,912) Integrated consolidated earnings 2,046,470 (3,695,818) 4,352,750 (568,222) 2,135,179 (365,521) 1,769,658 Balance as of 30/Jun/ ,000,000 (263,442) (2,683,908) (4,403,726) (20,292,164) 1,636, ,992,918 3,805, ,798,309 Soares da Costa I Report & Accounts I First Half

31 CONSOLIDATED CASH FLOWS STATEMENTS FOR THE PERIOD ENDED JUNE 30, 2012 AND Jun Jun-11 2nd Quarter 2012 (Euro) Operating activities: Receipts from customers 342,776, ,156, ,418,357 Payments to suppliers (296,719,160) (289,253,032) (163,131,782) Payments to staff (63,611,548) (64,824,620) (30,174,710) (17,554,569) 3,078,360 (13,888,135) Payments/ receipts of income tax (5,123,899) (2,328,023) (4,938,948) Other payments/ receipts related with oper.activities (10,160,248) (17,210,159) (4,149,535) (15,284,146) (19,538,182) (9,088,484) Cash flow from investment activities (32,838,715) (16,459,823) (22,976,619 ) Investment activities: Receipts from: Financial investments 397, ,000 - Fixed tangible assets 3,352, ,450 3,280,479 Interest and similar income 539, , ,450 Dividends 66,600 4,355, ,961 1,455,995-3,760,929 Payments related with: Financial investments 484,692 2,181, ,031 Fixed tangible assets 1,658,213 1,662, ,008 Intangible assets - 2,142,905 76,576 3,920, ,039 Cash flow from investment activities 2,212,788 (2,464,027) 2,955,890 Financing activities: Receipts from: Loans 372,610, ,749, ,734,356 Sale of own shares - 410,357 - Interest received 550, ,160,496 66, ,225, , ,237,528 Payments related with: Loans 287,773, ,723, ,623,079 Amortisations of financial leasing contracts 1,637,178 5,087, ,357 Interest paid 26,783,795 24,662,091 20,183,805 Dividends 583,526 3,569, ,799 Acquisition of own shares - 316,777, , ,562, ,759,040 Cash flow from financing activities 56,382,769 33,663,264 30,478,488 Change in cash and cash equivalents 25,756,841 14,739,415 10,457,760 Effect of foreign exchange differences 1,841,840 (4,346,795) 2,968,758 Effect of changes in participations 5,835 - Cash and cash equivalents at the beginning of the period 86,098,349 96,531,607 - Cash and cash equivalents at the end of the period 113,697, ,930,062 13,426,518 Soares da Costa I Report & Accounts I First Half

32 ANNEX TO THE CONSOLIDATED CASH FLOWS STATEMENTS Acquisitions, subscriptions, capital increases and change in participations Receipt by cash and equivalents of 75,000 Euros referring to the alienation of 25% of the Group s participation in MY Watt, Lda. ; Receipt by cash and equivalents of 69,500 Euros concerning the alienation of the Group s participation in Reflexos Purpura, Lda. ; Capital injection in the company Autopistas Del Valle, S.A. of 33,757 euros, by cash and equivalents; Capital injection in the company Elos - Ligações de Alta Velocidade, S.A. of 331,802 Euros, by cash and equivalents; Capital injection in the company Global Azoague, S.L. of 1,800 Euros, by cash and equivalents, regarding the Group s participation in that company share capital. Breakdown of Cash and Equivalents Cash and equivalents 30/06/ /12/2011 Cash 1,017, ,975 Bank deposits (immediately available) 111,280,143 84,832,285 Equivalents to cash 1,399, ,090 Cash and equivalents 113,697,031 86,098,349 Tradable Securities - - Cash in Consolidated Financial Position Statement 113,697,031 86,098,349 Soares da Costa I Report & Accounts I First Half

33 ACQUISITION COST EQUITY CONSOLIDATION PROPORTIONAL CONSOLIDATION METHOD FULL CONSOLIDATION METHOD GRUPO SOARES DA COSTA, SGPS, SA Consolidated Accounts June 30, 2012 Perimeter and Consolidation Methods SDC Construção,SGPS, SA Grupo Soares da Costa, SGPS, SA SDC América, INC 99,96% SDC CONCESIONESC.RICA,SA CIAGEST, SA SCSP SDC Serviços 60% Porto Construction Group, LLC Partilhados, SA (3) 80% COSTAPARQUES, SA SDC Construction Services, LLC Soares da Mercados Novos, LDA Prince, LLC Costa CS, LLC CPE, SA SOARTA, SA SDC Contractor, LLC INFRAESTRUCT. SDC C.RICA, SA HABITOP, SA 51% GEC Guiné Ecuatorial Construcciones NAVEGAIA, SA 57,26% 80% Energia Própria, S.A. SDC Moçambique, SARL 99% SDC IMOBILIÁRIA, LDA (2) INTEVIAS, SA 75% SDC S. Tomé e Príncipe, Construções, Lda. 50,6% Self Energy Engineering Hidroequador S. Tomense HOTTI Angola Hóteis, S.A. & Innovation, S.A. 60% 98% 60% SOCOMETAL, SA Hidroeléctrica STP, Lda. COSTA SUL, LDA (7) Ventos do Horizonte, S.A. SDC Construcciones Centro Americanas, SA 98% INR Inv. Nac. Rodoviários 78,1% IMOSEDE, LDA (7) 75% Self Energy UK SDC Hidroenergia, S.A. Coordenação & SDC (6) CAIS da FONTINHA, SA 0,2% 99,8% 99% SDC Hidroenergia 1T, Lda CARTA, LDA Carta Angola, Lda. (11) 51% IMOKANDANDU, LDA 0,2% 99,8% 95% SDC Hidroenergia 8C, Lda CLEAR, SA CLEAR ANGOLA, SA 99% IMOSDC - Investimentos LDA 1% 0,2% 99,8% 51% SDC Hidroenergia 8T, Lda CERENNA, SA 0,2% SDC Hidroenergia 4T, Lda 99,8% SDC/Contacto, ACE SANTOLINA Holding B.V. 59% 41% Soares da Costa Brasil, Ltda. Soc. Construções Soares da Costa, SA TRANSMETRO, ACE 50% 28,57% GCVC, ACE ASSOC-Estádio de 40% 40% Estádio d Braga, ACE Braga, ACE Estádio Coimbra, ACE 60% 25% Nova Estação, ACE Somague-SDC, ACE 50% 28,57% Matosinhos, ACE Três ponto dois, ACE 50% 50% Teatro Circo, ACE HidroAlqueva, ACE 50% 50% CAET XXI, ACE GCF, ACE 28,57% 17,25% LGV, ACE Israel Metro Builders 30% 30% LGC, ACE NORMETRO, ACE 17,9% 50% SdC e Lena, ACE Terceira Onda, Lda 50% 24% GACE Gondomar, ACE 50% Linha3 - Cezarina,Ltda 40% SOMAFEL, SA OFM, SA 60% Somafel e Ferr.,ACE 95% 5% Somafel,Ltda.(Brasil) 45% Alsoma, AEIE 50% Traversofer, SARL 33% MTA, LDA. 49% (11) SDC Emirates, LLC 17% 50% Construtora S. José Caldera, SA Grupul Portughez de Constructii CFE Indústria de Condutas, S.A. (1) 11,3% VSL, SA 7,24% VORTAL SGPS, SA Construtora - S.José-S.Ramon, SA 17% SDC Imobiliária, SGPS, SA 14,7% Talatona Imobiliária, Lda. 46% Operestradas XXI, S.A. (4) 50% Exproestradas XXI, S.A. (5) 40% Oper. Estradas. Zambeze, S.A. 40% Estradas do Zambeze, S.A. 25% GAYAEXPLOR, LDA 28,57% INDÁQUA, SA 0,5% 97,5% Indáqua Matosinhos, SA Indáqua V. do Conde, SA 98% 0,5% 93% Indáqua Feira, S.A. (10) 20% MTS, LDA Autopistas del Sol Autopistas del Valle (1) Company in which Clear Instalações Electromecânicas, S.A. has a 33.33% participation (2) Additionally, Ciagest, SA has a 1% participation in SDC Imobiliária, Lda. (3) Additionally, Sociedade de Construções Soares da Costa, SA, Ciagest, SA, Clear, SA and SDC Concessões SGPS have, each, a 0.01% participation in SCSP Soares da Costa Serviços Partilhados, SA. (4) Additionally, Sociedade de Construções Soares da Costa, SA holds a 4% participation in Auto-estradas XXI, S.A. and Operestradas XXI, SA. (5) Additionally, Sociedade de Construções Soares da Costa, S.A. holds a 0.004% participation in Exproestradas XXI, S.A. (6) Additionally, SDC Concessões SGPS and Hidroequador Santomense hold, each, a 0.002% participation in SDC Hidroenergia, SA. (7) Additionally, Clear Angola, S.A. holds a 2% participation in Costa Sul, Lda. and in Imosede, Lda. (8) Company held (16.302%) by Soares da Costa Concessões, SGPS and by (0.002%) Sociedade de Construções Soares da Costa, S.A. (9) Additionally, Intevias Serviços e Gestão, S.A. holds a 0.002% of Portvias, S.A. (10) Additionally, Grupo Soares da Costa, SGPS, S.A. holds a 0.5% participation in Indáqua Feira, S.A. (11) Additionally, Sociedade de Construções Soares da Costa, S.A. Holds a 1% stake in MTA, LDA. and in Carta Angola, Lda. 34,3% SDC Concessões, SGPS, SA SDC Concessions USA, Inc SCUTVIAS, SA 33,33% 33,33% 0,002% MRN Man. Rod.Nacionais 33,33% Portvias, S.A. (9) 46% Auto-estradas XXI, S.A. (4) 16,3% Elos OM, S.A. 16,3% Elos, S.A. (8) 17% 17% 50% Ute Efacec/Self Energy 45% Self Energy Moçambique 49,5% Larvick Espanha 25% MY WATT, LDA Global Azoague, S.L. 50% 10% Roof Tops of Spain, S.A. Soares da Costa I Report & Accounts I First Half

34 CONSOLIDATED ACCOUNTING POLICIES AND EXPLANATORY NOTES AS OF JUNE 30, INTRODUTORY NOTE The company currently named GRUPO SOARES DA COSTA, SGPS, SA ( Company ) was incorporated on 02 June 1944, under the name Soares da Costa, Lda., a limited company that has been changed into a public company by deed of 01 May 1968, also changing its denomination to Sociedade de Construções Soares da Costa, S.A.. As of December 30, 2002, after a Group re-organisation process, the company assumed its current name and changed its mission into the management of shareholdings as an indirect way to develop economic activities". The current share structure of the Group is represented in the annexed diagram. The full list of the companies included in the Group s consolidation perimeter and the consolidation methods applied are detailed in the following notes. In the business areas in which Soares da Costa Group operated there are no seasonality effects. Figures mentioned in the Notes are in Euros, unless otherwise indicated. The financial statements were not audited. 2. PRESENTATION BASIS The interim consolidated financial statements for the six months ended June 30, 2012 were prepared in accordance with the provisions of International Accounting Standard 34 - Interim Financial Reporting. The consolidated financial statements assume the Company s continuity and were compiled from the accounting records of the companies included in consolidation, which were kept according to the accounting principles accepted in Portugal, and adjusted in the consolidation process to ensure that the consolidated financial statements comply with International Standards on Financial Reporting as adopted in the European Union, in force for the financial year starting at 01 January 2005, from which date the Company began applying IAS/IFRS. The notes which follow were selected to contribute to understanding the most significant changes of the Group's consolidated financial position and performance against the latest date for annual reporting at December 31, MAIN ACCOUNTING POLICIES The accounting policies applied in the preparation of these interim consolidated financial statements are consistent with those used in the preparation of financial statements for the year ended December 31, ESTIMATES AND ASSUMPTIONS The interim consolidated financial statements include some figures that were estimated, affecting the amounts reported as assets and liabilities, as well as those reported as income and costs for the period reported. All estimates and assumptions made by the board of directors were based on the best information available at the date the financial statements were approved. The company's board of directors believes that the attached financial statements and subsequent notes are a fair representation of the financial information. 5. CONVERSION OF THE FINANCIAL STATEMENTS OF FOREIGN ENTITIES The rates used to convert the figures of foreign entities (Group companies, jointly controlled companies or associated companies) to Euros were the following: Soares da Costa I Report & Accounts I First Half

35 Exchange rate as Average Exchange rate as Average of exchange rate of exchange rate 30/06/2012 1st Half /12/2011 1st Half 2011 US Dollar EUR/USD Mozambican Metical EUR/MZN S. Tomé & Príncipe Dobra EUR/STD 24,500 24,500 24,500 24,500 Angolan Kwanza EUR/AOA Romanian Leu EUR/ROL Israelian Shekel EUR/ILS Brazilian Real EUR/BRL UAE Dirhams EUR/AED British Pound EUR/GBP Central African CFA EUR/CFA FULLY CONSOLIDATED GROUP COMPANIES Group companies included in consolidation by the full integration method, their head offices and proportion of share capital held as of June 30, 2012: Company Head office % capital held Directly Indirectly Total Grupo Soares da Costa SGPS, S.A. Rua Santos Pousada, nº Porto Empresa Mãe - - Soares da Costa Serviços Partilhados, S.A. Rua Santos Pousada, nº Porto % % Energia Própria, S.A. Self Energy Uk Energia Própria Estrada de Talaíde, lote 27, Talaíde S. Domingos de Rana Southbank Technopark, 90 London Road, London, SE1 6LN 57.26% % % 78.10% Ventos do Horizonte, S.A. Edifício Ninho de Empresas, Edifício Ninho de Empresas, Avenida do Mercado Abastecedor, nº 4, Outeiro Seco Chaves % 60.00% Self Energy Engineering & Innovation, S.A. Construction Rua de Fundões 151 Centro Empresarial e Tecnológico São João da Madeira % % SDC Construção SGPS, S.A. Rua Santos Pousada, nº Porto % % Soares da Costa América, Inc. Porto Construction Group, LLC Soares da Costa Construction Services, LLC Soares da Costa CS, LLC Soares da Costa Contractor, LLC 7270 N.W. 12 TH Street, Suite PH3 - Miami - Florida U.S.A N.W. 12 TH Street, Suite #207 - Miami - Florida U.S.A. 751 Park of Comm. Drive, Suite #108 - Boca Raton - Florida U.S.A Blue Lagoon Drive, Suite Miami - Florida U.S.A N.W. 12 TH Street, Suite PH3 - Miami - Florida U.S.A % % % 60.00% % 80.00% % 80.00% % % Soares da Costa Moçambique, SARL Av. Ho Chi Min nº 1178, Maputo Moçambique % 80.00% Soares da Costa S. Tomé e Principe - Construções, Lda S. Tomé e Príncipe % % Soares da Costa Construcciones Centro Americanas, S.A. Cantón Cero Uno - S. José Costa Rica % % Carta - Cantinas e Restauração, Lda Rua Santos Pousada, nº Porto % % Soares da Costa I Report & Accounts I First Half

36 Carta - Restauração e Serviços, Lda Rua Cónego Manuel das Neves, 19 Luanda - Angola % % Soc. Construções Soares da Costa, S.A. Rua Santos Pousada, nº Porto % % Soares da Costa Brasil - Construções, Lda. Rua Bandeira Paulista, nº 600, 1º Andar, Conjunto 13, CEP , São Paulo, Brasil % % Santolina Holding B.V. De Lairessestraat 154, 1075HL Amsterdam % % CERENNA - Cerâmica Nacional de Angola, S.A. Município da Ingombota, Bairro Ingombota, Rua Cónego Manuel Alves das Neves, Nº 19 - Luanda % 51.00% Soares da Costa/Contacto - Modernização de Escolas, ACE Rua Santos Pousada, nº Porto % % GEC - Guinea Ecuatorial Construcciones, S.A. Urbanización Villa Orquídea, vivenda nº 4, Carretera del Aeropuerto, Malabo, Républica de Guinea Ecuatorial % 51.00% CLEAR - Instalações Electromecânicas, S.A. Rua Santos Pousada, nº Porto % % CLEAR Angola, S.A. Coordenação & Soares da Costa, SGPS, Lda. Rua Cónego Manuel das Neves, 874 Luanda - Angola Rua Julieta Ferrão, nº 12, 13º Andar, N. Senhora de Fátima Lisboa % 95.00% % % Prince Contracting, LLC 5411 Willis Road Palmetto, Florida USA % % Construções Metálicas SOCOMETAL, S.A. Rua Santos Pousada, nº Porto % % Real Estate Soares da Costa Imobiliária, SGPS, S.A. Rua Santos Pousada, nº Porto % % CIAGEST - Imobiliária e Gestão, S.A. Rua Santos Pousada, nº Porto % % Mercados Novos - Imóveis Comerciais, Lda. Rua Santos Pousada, nº Porto % % SOARTA - Soc Imob. Soares da Costa, S.A. Rua Santos Pousada, nº Porto % % HABITOP - Sociedade Imobiliária, S.A. Rua Santos Pousada, nº Porto % % Soares da costa Imobiliária, Lda Cais da Fontinha - Investimentos Imobiliários, S.A. Estrada Farol das Lagostas Município da Sambízanga, C. do N'Golakiluange - Luanda % % Rua Santos Pousada, nº Porto % % IMOKANDANDU - Promoção Imobiliária, Lda. Estrada Farol das Lagostas, Município do Sambízanga, Comuna do N'Gola Kiluange - Angola % 51.00% NAVEGAIA - Instalações Industriais S.A. Rua Santos Pousada, nº Porto % % IMOSEDE, Lda Rua Conego Manuel das Neves Casa nº 19 - Luanda % % Costa Sul Sociedade de Promoção Imobiliária, Lda Rua Conego Manuel das Neves Casa nº 19 - Luanda % % Hotti - Angola Hoteis, S.A. Município da Ingombota, Bairro Patrice Lumumba, Rua Cônego M. das Neves, nº Luanda % 50.60% IMOSDC - Investimentos, Lda Rua Cónego Manuel das Neves, 19 Luanda % % Concessions Soares da Costa Concessões, SGPS, S.A. Rua Santos Pousada, nº Porto % % Soares da Costa Concesiones - Costa Rica, S.A. 100 Est,200 Sul, 50 Oest - H. de La Mujer - San José - Costa Rica % % COSTAPARQUES - Estacionamentos, S.A. Rua Santos Pousada, nº Porto % % Soares da Costa I Report & Accounts I First Half

37 Infraestructuras Soares da Costa Costa Rica, S.A. C.P.E. - Companhia de Parque de Estacionamento, S.A. 100 Est,200 Sul, 50 Oest - H. de La Mujer - San José - Costa Rica % % Rua Julieta Ferrão, nº 12, 14º 1649 Lisboa % % Intevias - Serviços e Gestão, S.A. Rua Santos Pousada, nº Porto % % Hidroequador Santomense - Exploração de Centrais Hidroeléctricas, Lda. Hidroeléctrica STP, Limitada INR - Investimentos Nacionais Rodoviários, SGPS, S.A. Av. Repatriamento dos Poveiros, nº 67, Edifício Cecominsa, Póvoa de Varzim Avenida Água Grande, São Tomé - S. Tomé e Príncipe % 75.00% % 45.00% Rua Julieta Ferrão, nº 12, 14º Lisboa % % Soares da Costa Hidroenergia, S.A. Rua Santos Pousada, nº Porto % 75.00% Soares da Costa Hidroenergia 1T, Lda. Rua Santos Pousada, nº Porto % 75.05% Soares da Costa Hidroenergia 4T, Lda. Rua Santos Pousada, nº Porto % 75.05% Soares da Costa Hidroenergia 8C, Lda. Rua Santos Pousada, nº Porto % 75.05% Soares da Costa Hidroenergia 8T, Lda. Rua Santos Pousada, nº Porto % 75.05% Soares da Costa Concessions USA, Inc NW 12 Street, Suite 860, Miami, Florida EUA % % During the first half of 2012 the following changes occurred in companies that integrate the consolidation perimeter by the full consolidation method: Merger by absorption of the company Contacto Sociedade de Construção, S.A. by the company Sociedade de Construções Soares da Costa, S.A.. Merger by absorption of the company Serviços Técnicos e de Gestão, S.A. by the company Soares da Costa - Concessões, S.G.P.S., S.A.. 7. JOINTLY CONTROLLED COMPANIES Jointly controlled companies included in the consolidation by the proportional method, their registered offices and the proportion of capital held as of June 30, 2012: Company Construction TRANSMETRO - Construção do Metropolitano do Porto, ACE Normetro - Agrupamento do Metropolitano do Porto, ACE ASSOC - Soares da Costa - Construção do Estádio de Braga, ACE Head office % capital held Directly Indirectly Total Rua Santos Pousada, nº Porto % 50.00% Rua Santos Pousada, 300-7º Bonfim Porto % 17.90% Av. Imaculada Conceição, Dume Braga % 40.00% Estádio de Coimbra, SC/Abrantina, ACE Rua Santos Pousada, nº Porto % 60.00% Casais, Eusébios, FDO, J. Gomes, Rodrigues e Névoa - Soares da Costa, Construção do Estádio de Braga - Acab.e Instalações/Infraest.Interiores, ACE Av. Imaculada Conceição, Dume Braga % 40.00% Três ponto dois - T.G. Const. Civil - Via e Cat Mod. Linha do Norte, ACE Somague, Soares da Costa - Agrupamento Construtor do Metro de Superfície, ACE Remodelação Teatro Circo - S.C., A.B.B., D.S.T., ACE Avª das Forças Armadas, 125-2ºC - Lisboa % 50.00% Rua Engº Ferreira Dias, Porto % 50.00% Rua Santos Pousada, nº Porto % 50.00% Soares da Costa I Report & Accounts I First Half

38 GCF - Grupo Construtor da Feira, ACE GCVC, ACE Mota-Engil, Soares da Costa, MonteAdriano - Matosinhos, ACE Rua do Rego Lameiro, nº 38, Campanhã, Porto Rua do Rego Lameiro, nº 38, Campanhã, Porto Via Adelino Amaro da Costa nº 315, Lugar da Guarda Moreira da Maia % 28.57% % 28.57% % 28.57% HidroAlqueva, ACE Av. Frei Miguel Contreiras, nº 54 7º Andar, Lisboa % 50.00% Nova Estação, ACE Soares da Costa e Lena, ACE Terceira Onda Planejamento e Desenvolvimento, Ltda. Av. Frei Miguel Contreiras, nº 54-7º Andar, Lisboa Rua Julieta Ferrão, 12º e 13º Andar, Nossa Senhora de Fátima, Lisboa Av. Ibirapuera, 2.332, Bloco I, 9º andar, sala 01, Ed. Torre Ibirapuera I; Moema, S. Paulo - Brasil % 25.00% % 50.00% % 50.00% Linha 3 Cezarina - Construções LTDA. Av. José Rocha Bomfim, 214, Térreo - Sala 115, Ed. Londres, Condomínio Praça Capital - Center Santa % 50.00% GACE - Gondomar, ACE Rua Eng. Ferreira Dias, nº Porto % 24.00% LGC - Linha de Gondomar, Construtores, ACE Rua Eng. Ferreira Dias, nº 161 Freguesia de Ramalde - Porto % 30.00% CAET XXI - Construções, ACE Rua de Santos Pousada, 220 Bonfim, Porto % 50.00% Israel Metro Builders - a Registered Partnership 132 Derekh Menakhem begin, Tel-Aviv, Israel % 30.00% LGV, Engenharia e Construção de Linhas de Alta Velocidade, ACE SOMAFEL - Engenharia e Obras Ferroviárias, S.A. OFM - Obras Públicas, Ferroviárias e Marítimas, S.A. Somafel e Ferrovias, ACE Somafel - Obras Ferroviárias e Marítimas Ltda. Real Estate Talatona Imobiliária, Lda Concessions Rua Abranches Ferrão, nº 10, 9ºF, Lisboa % 17.25% Avª da República, 42-3º Lisboa % 40.00% Avª Columbano Bordalo Pinheiro, 93-7º Lisboa Avª Columbano Bordalo Pinheiro, 93-7º Lisboa Rua Major Lopes, nº 800, sala 306, Bairro S.Pedro, Belo Horizonte-Minas Gerais Rua Cónego Manuel das Neves, 19 Luanda - República de Angola % 40.00% % 24.00% % 40.00% % 49.00% SCUTVIAS - Autoestradas da Beira Interior, S.A. Praça de Alvalade nº 6 7º Andar Lisboa % 33.33% OPERESTRADAS XXI, S.A. Rua Santos Pousada, nº Porto % 50.00% Exproestradas XXI - AE Transmontana, S.A. Rua Santos Pousada, nº Porto % 50.00% Auto-Estradas XXI - Subconcessionária, S.A. Rua Santos Pousada, nº Porto % 50.00% Estradas do Zambeze, S.A. Distrito Urbano 1, Bairro Central, Av. Ho Chi Min nº 1178, 2º andar, Maputo - Moçambique % 40.00% Operadora das Estradas do Zambeze, S.A. MRN - Manutenção de Rodovias Nacionais, S.A. Portvias - Portagem de Vias, S.A. Distrito Urbano 1, Bairro Central, Av. Ho Chi Min nº 1178, 2º andar, Maputo - Moçambique Av. 12 de Novembro, nº 42, 1º Direito Alcains - Castelo Branco Avenida 12 de Novembro, 42, 1º Dto, Alcains - Castelo Branco % 40.00% % 33.33% % 33.33% Soares da Costa I Report & Accounts I First Half

39 During the first half of 2012 the following changes occurred in companies that integrate the consolidation perimeter by the proportional method: Inclusion in the consolidation perimeter of the company Linha 3 Cezarina Construções, Ltda., in which the Group holds a 50% stake. As of June 30, 2012 the amounts, weighted by the percentage of joint control, of the assets, liabilities, costs, revenues and profits related with the jointly controlled companies were as follows: Company Assets Liabilities Costs Revenues ASSOC - Soares da Costa - Construção do Estádio de Braga, ACE 73,662 73,662 - Net income - - Auto-estradas XXI - Subconcessionária, S.A. 282,460, ,281,922 64,337,838 65,356,743 1,018,906 CAET XXI - Construções, ACE 43,667,664 35,161,049 52,973,484 52,978,126 4,641 Casais, Eusébios, FDO, J. Gomes, Rodrigues e Névoa - Soares da Costa, ACE 23, Estádio de Coimbra, SC/Abrantina, ACE 297, , Estradas do Zambeze, S.A. 18,607,009 17,158,378 7,084,967 7,727, ,124 Exproestradas XXI - AE Transmontana, S.A. 5,154,298 5,275, , ,046 (128,921) GACE - Gondomar, ACE 874, ,637 2,300,413 2,300,413 - GCF - Grupo Construtor da Feira, ACE 355, ,832 50,561 50,561 - GCVC, ACE 1,711,569 1,711,569 2,337,839 2,337,839 - HidroAlqueva, ACE 5,788,463 5,800,325 5,819,771 5,819,771 - Israel Metro Builders - a Registered Partnership 4,445,237 4,445, , ,278 1 LGC - Linha de Gondomar, Construtores, ACE 1,970, , , , ,205 LGV, Engenharia e Construção de Linhas de Alta Velocidade, ACE 801, ,184 9,278,131 9,696, ,139 Linha 3 Cezarina - Construções LTDA. 1,744,091 1,639, ,627 1,076, ,104 Mota-Engil, Soares da Costa, MonteAdriano - Matosinhos, ACE 1,851,994 1,851,995 2,792,340 2,792,340 - MRN - Manutenção de Rodovias Nacionais, S.A. 7,845,722 6,188,328 1,780,736 3,418,132 1,637,397 Normetro - Agrupamento do Metropolitano do Porto, ACE 3,306,768 3,311,350 17,281 12,699 (4,583) Nova Estação, ACE 1,910,680 1,940,806 30,022 1,061 (28,961) OFM - Obras Públicas, Ferroviárias e Marítimas, S.A. 9,118,342 7,577,460 4,091,338 3,904,913 (186,425) Operadora das Estradas do Zambeze 826, , , , ,501 Operestradas XXI, S.A. 4,779,515 1,807,466 1,306,563 2,158, ,884 Portvias - Portagem de Vias, S.A. 9,326,844 9,117,889 1,007,997 1,091,470 83,472 Remodelação Teatro Circo - S.C., A.B.B., D.S.T., ACE 1,722,674 1,722, SCUTVIAS - Autoestradas da Beira Interior, S.A. 235,884, ,687,098 11,636,892 13,064,108 1,427,217 Soares da Costa e Lena, ACE 40, , ,802 21,027 (140,775) SOMAFEL - Engenharia e Obras Ferroviárias, S.A. 17,003,971 6,138,945 3,606,350 2,346,691 (1,259,660) Somafel - Obras Ferroviárias e Marítimas Ltda. 285, ,709 97,233 12,368 (84,864) Somague, Soares da Costa - Agrupamento Construtor do Metro de Superfície, ACE 308, ,419 2,920 2,920 - Talatona Imobiliária, Lda 29,809,370 31,443, , , ,363 Terceira Onda Planejamento e Desenvolvimento, Ltda. 2,854,775 2,275,401 2,149,897 2,454, ,705 TRANSMETRO - Construção do Metropolitano do Porto, ACE 6,377,007 5,665, , ,570 (40,361) Três ponto dois - T.G. Const. Civil - Via e Cat Mod. Linha do Norte, ACE 402, ,392 11,305 - (11,305) At the reporting date there are no contingent commitments or capital commitments related with the jointly controlled companies. Soares da Costa I Report & Accounts I First Half

40 8. COMPANIES INCLUDED IN CONSOLIDATION BY THE EQUITY METHOD Companies included in consolidation by the equity method, their registered offices and the proportion of capital held as of June 30, 2012: Company Energia Própria Self Energy Moçambique, S.A. Larvick Reliable, S.L. UTE Efacec Self Energy, Ley 18/1982 Head office Avenida Kenneth Kaunda, nº 403 Maputo Moçambique Av. Finestrat, S/N, Edificio La Cala, Local 10, Finestrat Avenida de la Industria 4, Edf. 1, 2-2C Alcobendas - Madrid % capital held Directly Indirectly Total % 45.00% % 49.50% % 50.00% My Watt, Lda Rua Julieta Ferrão, nº 12, Lisboa % 25.00% Global Azoague, S.L. Calle Alfonso XXI 24, 5º planta, Madrid % 50.00% Construction Grupul Portughez de Constructii S.R.L Bucharest - Roménia % 50.00% CFE Indústria de Condutas, S.A. Rua Particular Joaquim Silva, 480 Sobrado - Valongo % 33.33% Constructora San José - Caldera, S.A. Costa Rica % 17.00% SDC Emirates Construction, L.L.C. Abu Dhabi - Emirados Árabes Unidos % 49.00% MTA - Máquinas e Tractores de Angola, Lda Rua Cônego Manuel das Neves, casa 19, Bairro Patrice Lumumba - Angola % 34.00% Alsoma, AEIE 3 Av André Malrau Levallois Perret % 18.00% Traversofer Industrie & Services Ferroviaires, SARL Concessions 27 Chemin du Reservoir - Hydra - Alger % 20.00% Metropolitan Transportation Solutions, Ltd. 14 Hamelecha Street, Park Afek, Rosh Haya'in Israel % 20.00% GAYAEXPLOR - Construção e Exploração de Parques de Estacionamento, Lda. INDÁQUA - Indústria e Gestão de Águas, S.A. INDÁQUA MATOSINHOS - Gestão de Águas de Matosinhos, S.A. Indáqua Vila do Conde - Gestão de Águas de Vila do Conde, S.A. Indáqua Feira - Indústria de Àguas de Santa Maria da Feira, S.A. Rua Santos Pousada, nº Porto % 25.00% Rua Antero de Quental, 221-3º Sala Perafita % 28.57% Rua 1º de Maio, nº Matosinhos % 28.14% Praça Luís de Camões, 9, 3º Vila do Conde Rua Dr. Elísio de Castro, nº 37 - Santa Maria da Feira % 28.00% % 27.07% In Constructora San José - Caldera, SA and Alsoma EEIG, the Group considers to have significant influence since they have the power to participate in making financial and operating policies of these companies. During the semester ended June 30, 2012, the following changes in the companies included in the consolidation by the equity method: Alienation of a 50% participation in the company Reflexos Púrpura, Lda by Energia Própria, S.A.; Transfer of 25% of the shares of the company My Watt, Lda, a company in which Energia Própria, S.A. now has a 25% participation; Inclusion on the consolidation perimeter of the company Global Azoague, S.L. in which Energia Própria, S.A. holds a 50% participation. Soares da Costa I Report & Accounts I First Half

41 As of June 30, 2012 the total amount of assets, liabilities, revenue and profits of companies included in consolidation by the equity method were as follows: Company Assets Liabilities Shareholders' equity Costs Revenues Net income INDÁQUA - Indústria e Gestão de Águas, S.A. 67,663,749 51,168,627 16,495,123 5,447,956 5,795, ,158 Traversofer Industrie & Services Ferroviaires (a) 25,051 25,075 (24) 76,226 64,252 (11,975) GAYAEXPLOR - Construção e Exploração de Parques Estacionamento, Lda. (b) 266, ,938 22, (60) Alsoma, AEIE (c) 1,841, ,842 1,353, , , ,214 Grupul Portuguhez de Constructii S.R.L. 3,294,171 3,848,756 (554,585) 15,341 1,772 (13,569) MTA - Máquinas e Tractores de Angola, Lda 3,117,521 2,635, ,194 1,750,276 1,949, ,994 Indáqua Matosinhos, S.A. 65,761,875 66,582,029 (820,154) 16,153, ,698,483 (455,212 ) Indáqua Vila do Conde, S.A. 51,614,413 49,588,323 2,026,090 11,212, ,103,824 (108,637 ) Indáqua Feira, S.A. 109,394, ,519,92 3 8,874,524 11,398, ,952,067 (446,222 ) CFE - Indústria de Condutas, S.A. (a) 614, ,082 75, , ,214 (171,099 ) SDC Emirates, LLC (a) 2,146 1, , (67,086) - Metropolitan Transportation Solutions, Ltd. (d) 47,091,957 47,035,317 56, Construtora - S. José Caldera, S.A. 17,660,890 5,341,014 12,319,876 1,071,030 1,071,033 4 Self Energy Moçambique S.A. 1,605,692 1,496, , , ,477 (43,939) Larvick Reliable, R. L. 39, ,197 (75,017) 55,250 1,007 (54,243) (258,439 Ute Efacec/Self Energy, Ley 18/ , ,947 (522,292) 402, ,569 ) My Watt, Lda 1,026,665 1,023,268 3, (932) Global Azoague, S.L. 3,009,832 3,011,902 (2,070) 2,871 - (2,871) (a) 31/12/2011 (b) 31/03/2012 (c) 31/03/2012 (d) 30/09/2010 During the semester ended June 30, 2012 there was no record of impairment losses on these investments since there is no evidence of its existence. 9. COMPANIES NOT INCLUDED IN CONSOLIDATION Companies not included in the consolidation, as they are not material to the reported results, their registered offices and the proportion of capital held as of June 30, 2012: Company Head office % capital held Directly Indirectly Total Construção Estação Tratamento das Águas do Paiva, ACE GPCC - Grupo Português de Construção de Infraestruturas de Gás Natural, ACE Av. Fabril do Norte, Matosinhos % 50.00% Rua Santos Pousada, nº Porto % 25.00% GPCIE - Grupo Português de Construção de Infrestruturas da Expo, ACE Grupo Construtor do Edifício Gil Eanes, ACE Quinta de Beirolas - Estaleiro Moscavide (Parque Expo) Stª Maria dos Olivais Sacavém Edifício Gil Eanes, Expo 98, lotes e Sta.Maria dos Olivais % 25.00% % 50.00% Soares da Costa I Report & Accounts I First Half

42 Molinorte Linha do Norte - Construção Civil, ACE Rua Santos Pousada, nº Porto % 23.50% Soares da Costa, Engil, ACE - (Hosp. De Tomar) Rua Santos Pousada, nº Porto % 50.00% The companies listed above are complementary group of companies (ACEs) whose projects are virtually complete. The assets, liabilities, costs, revenues and profits of these companies as of June 30, 2012 are as follows: Company % Shareholders' Assets Liabilities Participation equity Costs Revenues - Construção Estação Trat. Das Águas do Paiva, ACE 50.00% 34,395 34, GPCC - Grupo Português de Construção de Infraestruturas de - Gás Natural, ACE 25.00% 304, ,886 (1,148) 1,148 GPCIE - Grupo Português de Construção de Infraestruturas da Expo, ACE 25.00% 191, , ,367 2,707 - Grupo Construtor do Edifício Gil Eanes, ACE 50.00% 62,724 62,739 (15) 15 - Molinorte Linha do Norte - Construção Civil, ACE (a) 23.50% 170, , Soares da Costa, Engil, ACE - (Hosp. de Tomar) (a) 50.00% 111, , (a) 31/12/ INFORMATION BREAKDOWN BY SEGMENT Based on the consolidated financial information for each business area, shows the following breakdown of the results and segment assets and liabilities as of June 30, 2012: Soares da Costa I Report & Accounts I First Half

43 Turnover: Construction Real Estate Concessions Energia Própria Holding and other Eliminations Consolidated External to the Group 334,339, ,624 74,766,987 1,066, , ,029,248 Intragroup 55,128,560 2,088, ,080-5,957,418 (63,549,122) - Total turnover 389,468,450 2,801,688 75,142,067 1,066,547 6,099,618 (63,549,122) 411,029,248 Operational result by business area 5,518,909 1,370,578 4,490,977 (818,607) (9,031,755) 337 1,530,439 Operational results (continued activity) 5,518,909 1,370,578 4,490,977 (818,607) (9,031,755) 337 1,530,439 Net income from continued operations Interest paid (17,852,426) (1,245,194) (18,207,652) (93,590) (8,675,295) 11,870,042 (34,204,114) Interest received 7,401,981 65,532 16,524, ,425,780 (12,010,345) 18,407,198 Net income from associated companies ,168 (21,806) ,362 Other financial costs/ income (4,362,758) 91,001 (2,125,188) 157,752 3,037,055 (3,159,790) (6,361,929) Income tax 3,147,572 (114,371) (443,586) 173, ,546 (89) 3,368,615 Results from recurrent activity (6,146,722) 167, ,881 (602,621) (7,638,668) (3,299,846) (17,182,429) Minorities 121,777 (6,161) (39,097) - - (262,018) (185,500) Net income attributable to the Group (6,268,499) 173, ,978 (602,621) (7,638,668) (3,037,828) (16,996,929) Other data: Assets by business area 1,165,796, ,018, ,956,976 20,082, ,799,836 (770,799,149) 1,819,854,585 Financial invesments 7,505,153 78,984 18,498,489 1,636,631 - (4,386,109) 23,333,147 Consolidated total assets 1,843,187,733 Liabilities by business area 1,001,645,883 84,555, ,708,950 18,446, ,854,577 (477,517,749) 1,752,693,606 Consolidated total liabilities 1,752,693,606 Depreciations 9,023, ,695 1,437,415 40, ,247 (4,515) 11,632,122 Other non cash costs (besides depreciations) 9,026, ,014 2, ,181,051 Intantigle and tangible assets acquisitions 3,452,290 45, , ,027 53,454-4,343,691 Intragroup transactions are done at market values. Sales and services breakdown by geographical market: Turnover by geographical market 30/06/2012 % 30/06/2011 % Portugal 123,018, % 160,086, % Angola 175,993, % 149,840, % United States 67,944, % 52,775, % Mozambique 34,724, % 45,633, % Other countries 9,347, % 11,197, % Total 411,029, % 419,533, % The net assets and investments in tangible assets are distributed across geographical markets as follows: Soares da Costa I Report & Accounts I First Half

44 Portugal Angola U.S. Mozambique S.Tomé & Príncipe Guinea Romania Other countries Total Net Assets: - Intangible 135,255,403-8,739,491-54, , ,060,521 - Fixed Tangible 132,119, ,753,876 12,335,260 3,079,898 3,837, , ,834 1,149, ,839,466 - Investment Properties 9,549, , ,585,779 - Financial Investments 21,528,891 78,983-49, ,224,671 36,881,751 - Inventories 50,826,617 70,501, , , ,648, ,219,354 - Accounts Receivable 605,438, ,043,031 23,645,782 55,358,943 1,217,669 6,960,762 4,500,382 15,018, ,183,738 - Cash andequivalents 51,503,906 52,220,235 5,241,861 1,658, ,752 13, ,971 2,107, ,697,031 - Deferred taxes 31,467,246 2,194,239 12,152,502 7, ,504 45,955,406 - Other assets 66,360,307 37,580,339 10,656,873 7,252, ,719 1,263,236 3,279,044 2,076, ,764,688 Total 1,104,050, ,372,602 72,771,769 68,375,742 6,003,140 8,543,044 8,701,231 39,369,656 1,843,187,733 Investments in the first half of 2012: - Intangible and Fixed Tangible Assets 1,623,894 1,910, , , , ,048 4,343,691 Total 1,623,894 1,910, , , , ,048 4,343, INTANGIBLE ASSETS a) Gross assets The movements in the gross value of intangible assets were the following: Opening Changes in Intangible assets Balance Perimeter Increases Disposals Exchange Rate Effect Transfers and write Closing Balance Goodwill 86,896, ,896,365 Other intangible assets 299,337, , (231,514,605) 68,361,472 Total 386,234, , (231,514,605) 155,257,837 The balance recorded as "Goodwill" as of June 30, 2012 for the following acquisitions that occurred in previous years: a) Acquisition, by the end of 2010, of 57.26% of the share capital of the subsidiary Energia Própria, SA, originating the accounting of goodwill in the amount of 5,299,282 Euros, provisional value, since the Group was still in the process of determining the fair value of assets and liabilities of the company. The goodwill recorded in 2011, suffered a decrease of 259,640 Euros, updating the value to 5,039,641 Euros; b) Acquisition, in 2008, of the subsidiary Contacto Sociedade de Construção, S.A., which originated goodwill of 44,134,341 Euros. During the first half of 2010 there was an increase in this value, amounting to 88,200 Euros, according to the conditions of the contract for the purchase of that company; c) acquisition, in 2008, 13.33% of the share capital of associated company Scutvias Autoestrada da Beira Interior, S.A., and which resulted in a total effective participation of 33.33% and generated a goodwill amounting to 28,128,844 Euros ; d) Acquisition in the second half of 2007, 75% of the capital of the subsidiary Hidroequador Santomense Exploração de Centrais Hidroeléctricas, Lda. which resulted in a goodwill of 765,846 Euros, registered in 2008 but calculated with reference to the date 31 December 2007, as in 2007 the Group was still in the process of determining the fair value of assets and liabilities of that company; e) Acquisition of subsidiary Prince Contracting, LLC that originated a goodwill amounting to 8,739,491 Euros. The "Other intangible assets" balance concerns mainly to Public Service Concession Agreements (IFRIC12). The concessionaire Scutvias, in agreement with the IFRIC12, changed the accounting of Beira Interior motorway concession, abandoning the model of intangible assets and now using the financial asset model. This change is caused by the introduction of tolls paid by the users adopted by the Government in sections and subsections that are part of Soares da Costa I Report & Accounts I First Half

45 the Beira Interior concession, although the negotiation processes related with the necessary amendments to the concession contract are not yet fully completed. The amount recorded in the "Transfers" item is totally related with this amendment. During the first semester of 2012 were capitalized financial charges as part of the cost of these assets, valued at 345,347 Euros in relation to ongoing projects in the area of hydroelectric concessions. As of June 30, 2012 there are no contractual commitments to acquire intangible fixed assets and no research and development expenses were registered in the period. b) Accumulated depreciations Movements in accumulated depreciations of intangible assets: Intangible assets Opening Balance Changes in Perimeter Increases Regularizatio n Exchange Rate Effect Closing Balance Other intangible assets 43,894, ,729 (33,475,775) 82 11,197,315 Total 43,894, ,729 (33,475,775) 82 11,197,315 The amount recorded in the "Adjustments" under the heading "Other intangible assets" refers to the accounting model for financial asset of the concession of Beira Interior, Scutvias Autoestrada da Beira Interior, SA. In late 2011, the Group, in accordance with IAS 36, impairment testing the goodwill relating to acquisitions of Contacto, through evaluation by an independent body, Prince, based on an independent study, and Energia Própria, Scutvias and Hidroequador Santomense, based on evaluations conducted internally. Prince The methodology used was the discounted cash flow (DCF - "Discounted Cash Flows"). The reference value was calculated assuming the continuity of the company and the maintenance of the current organization. For this purpose we estimated the activity of the company until 2017 and assumed that it will enter a mature stage of business from this year (thus estimating perpetuity according to the Gordon model). The operating free cash flows have been updated by an annual rate of discount of 10.08% which reflects the weighted average cost of capital (WACC): (a) Cost of debt capital: 3.71%; (b) Income tax: 35%; (c) Risk-free interest rate: 2%; (d) Risk premium to the market value of 5%; (e) Beta of assets of 1.56; (f) Leveraged Beta = Hamada formula; (g) Capital structure target 75%. Energia Própria The methodology used was the Discounted Cash Flow (DCF - "Discounted Cash Flows"). The reference value was calculated assuming the continuity of the company, the inexistence of future synergies and the maintenance of the current organization. The estimates were produced assuming a nominal growth rate equivalent to inflation rate of 2%. The explicit projection period was ten years, i.e to It was considered a residual value that corresponds to the overall value that we consider the stabilization of its profitability, i.e., in this case, after 2021, an amount determined as the current value of a perpetual and was assumed a growth rate long-term cash flows equal to the inflation rate assumed. The operating free cash flows have been updated by an annual rate of discount of 11.95% which reflects the weighted average cost of capital (WACC): (a) Cost of debt capital: 7%; (b) Income tax: 26.5%; (c) Risk-free interest rate: 7.45%; Soares da Costa I Report & Accounts I First Half

46 (d) Premium market risk value of 5.3%; (e) Beta of assets of 1.14; (f) Leveraged Beta = Hamada formula; (g) Capital structure target 60%. Contacto The DCF Discounted Cash Flows method was used. The reference value was calculated assuming the continuity of the company, the absence of future synergies and maintaining the current organisation structure. Estimates are at nominal rates, with a growth rate of 2% p.a., equivalent to inflation. The explicit estimate period was five year, from 2012 to A residual rate considering a steady state profitability level was used, meaning that after 2015, it was considered the present value of a perpetuity that assumed a long-term growth rate from the cash flow equal to the rate of inflation. Free operating cash flows were discounted at an annual discount rate of 11.7%, reflecting weighted average cost of capital (WACC): (a) Cost of debt: 5.5%; (b) Corporate tax rate: 26.5%; (c) Risk free interest rate, Government bond OT 10-year yield: 3.25%; (d) Market risk premium = 9.13%; (e) Beta assets = 1.04; (f) Leveraged Beta = Hamada formula; (g) Target D/E structure = 19.2%. Scutvias The DCF Discounted Cash Flows method was used, in the shareholder's perspective (Free Cash-Flow to Equity). The reference value was calculated assuming the continuity of the company, the absence of future synergies and maintaining the current organisation structure. Estimates were based on the financial prospects of the business plan which takes into account the conditions of the respective concession contract. The discount rate of 10.0% was used based on the following parameters: (a) Risk-free interest rate 6.10%; (b) Market risk premium: 5%; (c) Levered beta equity: Hidroequador Santomense Also with reference to Hidroequador Santomense, an internal impairment test has been ran The assessment methodology used has been Cash-Flow to Equity (shareholder perspective) according to which the company's value is obtained through the update of the cash flows expected by the shareholder, i.e. dividends payment and return of capital such as shareholders advances and loans as well as inherent interest. In the case at hand, the concessions the end of the concessions is known and being those structured in a project finance regime, this has been the method usually used by the market. The calculation of the financial projections has been based on financial model and resulting financial statements. The free cash flows risk is evaluated through the usage of a discount rate used to update those flows at the moment of the assessment. In order to obtain the discount rate, a risk-free interest rate, a market-risk premium and a country-risk premium have been used. In order to estimate the net cash flow generated, given that the concessions' end is predetermined, financial projections over the concession period have been taken into account. After running impairment tests, it was concluded that there is no need to make any adjustments to the value obtained. Soares da Costa I Report & Accounts I First Half

47 12. TANGIBLE FIXED ASSETS a) Gross assets Movement in gross value of tangible fixed assets: Opening Changes in Fixed tangible assets Balance Perimeter Increases Disposals Exchange Rate Effect Transfers and write Closing Balance Land and buildings 216,337, ,312 (60,088) 133, , ,273,762 Basic Equipment 148,058,221-1,169,914 (879,919) 350, , ,962,937 Other fixed tangible assets 57,235,267-1,038,389 (1,017,681) 150,946 (793,793) 56,613,128 Fixed tangible assets in progress 18,459,450-1,415,030-39,971 (307,393) 19,607,058 Total 440,090,669-3,805,645 (1,957,689) 674,651 (156,391) 442,456,885 In the column increases of the tangible fixed assets in progress and basic equipment, are registered works for the company amounting to 1,003,548 and 379,450 Euros, respectively. During the first semester of 2012, were capitalized financial charges as part of the cost of these assets, valued at 89,642 Euros, which covers essentially the Hidroeléctrica STP,Lda project. The Group s financial statements as of June 30, 2012, included the amount of 763,683 Euros capitalized as part of the net cost of these assets. As of June 30, 2012 there are no materially relevant contractual commitments for the acquisition of tangible fixed assets. b) Accumulated depreciations Movement in accumulated depreciations of tangible fixed assets: Fixed tangible assets Opening Balance Changes in Perimeter Increases Regularization Exchange Rate Effect Closing Balance Land and buildings 47,075,019-3,078, ,448 15,561 50,441,330 Basic Equipment 81,611,215-5,171,650 (527,137) 155,992 86,411,719 Other fixed tangible assets 39,682,436-2,474,257 (1,522,136) 129,813 40,764,370 Total 168,368,670-10,724,208 (1,776,825) 301, ,617,419 Breakdown of the net values of intangible fixed assets and tangible fixed assets by primary reporting segment as of June 30, 2012: Construction Real Estate Concessions Energia Própria Financial Participations Total Goodwill 52,962,032-28,894,690 5,039,642-86,896,364 Other intangible assets 11,672-56,783, ,412-57,164,156 Total intangible assets 52,973,705-85,677,762 5,409, ,060,521 Land and buildings 77,957,596 74,060,766 14,814, ,832,432 Basic Equipment 60,969,659 94,503 1,260, ,007-62,551,218 Other fixed tangible assets 12,844, , ,306 9,150 1,895,428 15,848,758 Fixed tangible assets in progress 6,463,951 2,001,470 10,314, , ,777 19,607,058 Total fixed tangible assets 158,235,229 76,634,591 27,011, ,048 2,067, ,839,466 During 2011, the company conducted tests for impairment of the carrying value of certain of its properties, through assessments by independent entities. Soares da Costa I Report & Accounts I First Half

48 No impairment losses (or reversal of losses) were recorded for the tangible fixed assets in the period ended June 30, FINANCIAL AND OPERATIONAL LEASING ASSETS Financial leasing The Group has tangible assets included in the balance sheet as finance lease. As of June 30, 2012 the book value of these assets is as follows: Accumulated Financial lease Gross Assets Net Assets depreciation Lands and buildings 47,361 11,445 35,916 Basic equipment 10,342,862 3,304,949 7,037,913 Other fixed tangible assets 855, , ,348 Total 11,245,507 3,689,330 7,556,177 The Group s liabilities related with these contracts is as follows: Current 3,164,152 Non current 1,546,845 The reconciliation between the total of future minimum payments for leases at the balance sheet date and their present value, divided by periods, is as follows: 30/06/2012 Financial leasing minimum payments: ,288, ,521, , , ,935 Total 4,982,507 Present value/ interests 271,510 Present value of the financial leasing minimum payments 4,710,996 Current 3,164,152 Non current 1,546,845 The finance leases bear interest at market rates and have defined life periods. As of June 30, 2012 there are neither contingent rents nor restrictions relating to dividends (or any additional debt), associated with leasing contracts in force. Additionally, the Group held two real estate lease-back operations whose liabilities are presented in the consolidated balance sheet as "Bank loans". As of June 30, 2012 the current liabilities and non current liabilities associated with these contracts amounted 1,924,230 Euros and 11,433,384 Euros, respectively. The main conditions associated with real estate lease-back contracts are as follows: Soares da Costa I Report & Accounts I First Half

49 Contract Real estate financial lease contract no Date December 28, 2005 Lessor Lessee Asset Financing amount Residual value Term Number of rents Banco Comercial Português, S.A. Ciagest - Imobiliária e Gestão, S.A. Acquisition of real estate assets alienated by HABITOP - Sociedade Imobiliária S.A. and CIAGEST - Imobiliária e Gestão S.A. 17,352,500 Euros 2% of total financing amount 15 years 60 rents, antecipated Frequency Quarterly, beginning on March 25, 2006 Interest rate Euribor 3 months % Contract Real estate financial lease contract no Date February 29, 2008 Lessor Lessee Asset Financing amount Residual value Term Number of rents Banco Comercial Português, S.A. Ciagest - Imobiliária e Gestão, S.A. Fractions of the building in Rua Alvaro Pais, Rua Sousa Lopes and Rua Julieta Ferrão, in the city of Lisboa 3,000,000 Euros 300,000 Euros 12 years 48 rents, antecipated Frequency Quarterly, beginning on May 25, 2008 Interest rate Euribor 3 months % Operational Leasing During the first half of 2012 were recognized expenses of 1,571,079 Euros related with rents paid of operating leases. Rents of operating lease contracts (fixed rents) held by the Group at of June 30, 2012, primarily related to operating leases for vehicles, have the following maturities: Maturity ,195, ,697, ,017, , ,306 Total 4,353, INVESTMENT PROPERTIES AND FINANCIAL INVESTMENTS a) Gross assets Movement in the gross value of investment properties and financial investments: Soares da Costa I Report & Accounts I First Half

50 Investment properties and Financial investments Opening balance Changes in Perimeter Exchange Rate Effect Increases Disposals Equity Method Transfers and write Closing Balance Investment properties 12,564,118 - (1,348) - (196,047) ,366,723 Financial investments: Equity consolidated financial investments 11,607,524-80,451 1,800 (1,402) 21,796-11,710,169 Loans to associated companies 10,399, ,638,886 (252,750) - (163,040) 11,622,978 Other financial investments 13,292, , ,623 (432,393) - 113,040 13,548,603 Total 35,300, ,806 2,004,309 (686,545) 21,796 (50,000) 36,881,751 The financial investments in associated companies CFE - Pipelines Industry, SA, Grupul Portuguhez Constructii of SRL, Ute Efacec / Self Energy, Ley 18/1982 and Larvick Reliable, R.L. are recorded at zero-value. The amounts that exceed the value of the investment, on the Group's share of accumulated losses of these associated companies, amount to 19,874 Euros, 277,293 Euros, 261,147 Euros and 37,135 Euros, respectively. The amount recorded under "Other financial investments", column "Increases", is related with loans granted in the amount of 331,802 Euros, to the subsidiary Elos - Ligações de Alta Velocidade, S.A and extraordinary capital increase in the company Autopistas del Valle, amounting to 31,821 Euros. The values shown in column "Disposals", under "Financial investments consolidated by equity method" and "Loans to associated companies" relate to the sale of a 50% stake in the company Reflexos Púrpura, Lda, and the sale of a 25% participation and transfer of shares in the company My Watt, Lda.. The amount recorded in column "Disposals" under the heading "Other financial investments", concerns the sale of shares in Millennium BCP. As of June 30, 2012 and December 31, 2011 the breakdown of the balance recorded under "Other financial investments" is as follows: Other financial investments 30/06/ /12/2011 Financial assets available for sale 4,897,873 4,866,053 Financial assets fair value through gains or losses - 432,393 Loans granted and accounts receivable 8,650,730 7,994,533 Total 13,548,603 13,292,979 Financial assets available for sale relate to participations that do not to embody significant value and have no regulated market. Financial assets at fair value through profits or losses refer to shares representing the capital at Millennium BCP that were sold during the first half of Loans granted and receivables relate primarily to equity injections in subsidiaries where there the Group does not hold a significant influence. b) Accumulated depreciations Movement in accumulated depreciations of investment properties: Opening Balance Changes in Perimeter Increases Regularisation s Exchange Rate Effect Closing Balance Investment properties 2,656, ,186 (4,271) (532) 2,780,945 During the period ended June 30, 2012 were recognized income (rents) from investment properties amounting to 132,558 Euros. There were no direct operating expenses during the period of investment property or contractual obligations to purchase, construct or develop investment property or for repair, maintenance or enhancements thereof. Soares da Costa I Report & Accounts I First Half

51 According to external evaluations carried out by an independent specialist and based on generally accepted evaluation criteria for the real estate market, the fair value of assets classified as investment properties amounts to approximately million Euros. Movement in value adjustments on financial investments is detailed in note BREAKDOWN OF INVENTORIES Inventories 30/06/ /12/2011 Raw materials and consumables 18,869,903 20,211,598 Goods and works in progress 57,611,525 57,688,187 Finished and intermediate goods 39,281,831 39,677,418 Goods 15,576,585 15,362,675 Value adjustments (5,120,490) (5,001,742) Total 126,219, ,938,135 During the first half of 2012 were capitalized financial charges as part of the cost of these assets, amounting to 369,573 Euros, which covers the real estate project developed in Angola by the associated company Talatona Imobiliária, Lda. The capitalization rate corresponds to the specific funding for this project at the rate of 19.2%. As of June 30, 2012, were capitalised in the Group s consolidated financial statements, as part of the net cost of these assets, the amount of 6,158,236 Euros. The item "Work in progress" breaks down as follows as of June 30, 2012 and December 31, 2011: Works in progress 30/06/ /12/2011 Construction works in progress 31,732,282 32,829,189 Real Estate projects in progress 25,879,243 24,858,998 Total 57,611,525 57,688, BREAKDOWN OF ACCOUNTS RECEIVABLE Accounts payable 30/06/ /12/2011 Customers with retention of guarantees 32,294,481 27,104,699 Advances to suppliers 1,014,062 3,496,670 Other accounts receivable 471,215, ,793,681 Accounts receivable - non current 504,523, ,395,050 Customers - current accounts 394,552, ,572,441 Customers - other receivables 3,906,849 3,133,963 Customers - doubtful accounts 29,103,140 21,194,830 Value adjustments (29,087,353) (21,192,685) Customers 398,475, ,708,549 Subsidiaries 611, ,503 Advances to suppliers/ fixed assets suppliers 25,728,638 16,382,411 State and other public bodies 8,932,760 11,633,457 Other accounts receivable 34,374,435 35,538,796 Value adjustments (3,708,583) (3,194,828) Other accounts receivable - current 65,939,161 61,307,338 Soares da Costa I Report & Accounts I First Half

52 Company The amount registered in the "Other accounts receivable non current" item refers to the compliance with IFRIC12 (financial asset model) by the jointly controlled entities Auto-Estradas XXI - Subconcessionária, S.A., Estradas do Zambeze, S.A. and Scutvias Autoestradas da Beira interior, S.A.. The increase in this item relates mainly to the accounting model for financial asset of the Beira Interior concession of Scutvias Autoestrada da Beira Interior, SA amounting to 197,616,779 Euros (on the proportional of the partivipation held). The Group s exposure to credit risk results from the accounts receivable related with its activity, being the maximum exposure to the credit risk the nominal value of its accounts receivable. There is no significant concentration of credit risk as of June 30, The following table shows by consolidated company and seniority levels, the customer balances that emerged at the time of the accounting period. Performing 0 to 180 days 181 to 360 days 361 to 540 days 541 to 720 days + than 720 days Soc. Construções Soares da Costa, SA 87,423,039 46,598,232 10,919,897 30,239,782 17,038, ,863, ,082,769 CLEAR ANGOLA, S.A. 2,725,117 4,801, , ,687 1,170,674 4,231,486 13,958,531 Prince Contracting, LLC 9,974,540 3,161, ,135,810 Soares da Costa Concessões, SGPS, S.A. 8,698, ,410-3,182 8,753,957 Soares da Costa Moçambique, SARL 505,896 3,958,099 2,156, , , ,934 8,332,214 Soares da Costa Construction Services, LLC 37, ,761,961 6,799,182 CLEAR - Instalações Electromecânicas, S.A. 626, , , ,940 29,696 1,638,296 4,299,669 TRANSMETRO - Construção do Metropolitano do Porto, ACE 3,538, ,538,769 OFM - Obras Públicas, Ferroviárias e Marítimas, S.A. 1,022, , , ,658 87, ,094 2,694,413 SOMAFEL - Engenharia e Obras Ferroviárias, S.A., SA 387,281 1,908,245 74, ,844 8,172 86,915 2,686,550 Normetro - Agrupamento do Metropolitano do Porto, ACE ,684, ,684,117 HidroAlqueva, ACE 24,514 2,248, ,272,544 Hidroequador Santomense - Exploração de Centrais Hidroeléctricas - 2,094, ,094,744 Energia Própria, SGPS, S.A. 78,020-1,557, ,635,345 Soares da Costa Construcciones Centro Americanas, SA 10,003 42, , , ,998-1,440,821 Construções Metálicas SOCOMETAL, S.A. 890, ,229 3, , ,466 24,851 1,273,823 Portvias - Portagem de Vias, S.A. 4,502 1,099, ,103,642 Carta - Restauração e Serviços, Lda 409, ,956 6,474 21,795 77,633 65,662 1,080,271 Mota-Engil, Soares da Costa, MonteAdriano - Matosinhos, ACE 1,070, ,070,232 GCVC, ACE 1,067, ,067,802 Terceira Onda Planejamento e Desenvolvimento, Ltda ,059, ,059,303 Nova Estação, ACE - 505, , ,178 CIAGEST - Imobiliária e Gestão, S.A. 768, ,803 1,692 52,362 6, ,346 Remodelação Teatro Circo - S.C., A.B.B., D.S.T., ACE 11, , ,767 Soares da Costa S. Tomé e Principe - Construções, Lda 181,282 2,000 26,079 33, , ,674 GACE - Gondomar, ACE - 676, ,199 Linha 3 Cezarina - Construções LTDA , ,673 C.P.E. - Companhia de Parque de estacionamento, S.A. 50, ,619 61,703 10,962 9, , ,911 Mercados Novos - Imóveis Comerciais, Lda. 315, ,956 Other companies 908, , ,573 50,429 25, ,000 1,448,031 Total 120,729,743 69,793,277 17,126,254 37,410,026 19,431, ,356, ,847,245 Total A substantial portion of the credits corresponding to the higher levels of seniority is related to public entities, and there is no serious risk of uncollectible. Information on credit risk is provided on note 32 of this document. On June 30, 2012 and December 31, 2011, the item "State and other public entities" breakdown as follows: Soares da Costa I Report & Accounts I First Half

53 State and other public entities 30/06/ /12/2011 Value added tax 8,535,984 11,286,713 Other 396, ,744 Total 8,932,760 11,633, BREAKDOWN OF OTHER CURRENT ASSETS Other current assets 30/06/ /12/2011 Income accruals 112,609,381 92,690,287 Deferred costs 16,155,307 16,319,121 Total 128,764, ,009,408 As of June 30, 2012 and December 31, 2011 these items breakdown is the following: 30/06/ /12/2011 Accrued income Non invoiced works done 80,921,330 47,433,293 Compensatory processes in progress 15,083,133 16,032,980 Estimated revenue by traffic range - 13,362,330 Other 16,604,919 15,861, ,609,381 92,690,287 Deferred costs Construction works' set up costs 11,798,668 10,272,697 Other 4,356,639 6,046,424 16,155,307 16,319,121 The variation of the heading "Estimated revenue per band" refers to the accounting model for financial asset of the Beira Interior concession of Scutvias Autoestradas da Beira Interior, SA. 18. BREAKDOWN OF CASH AND EQUIVALENTS Cash and equivalents 30/06/ /12/2011 Bank deposits 112,679,400 85,146,375 Cash 1,017, ,975 Total 113,697,031 86,098,349 The total account balance as of June 30, 2012 and December 31, 2011 of 22,414,377 Euros, in the two periods and in the participation attributable to the Group, are related with non recourse cash and cash equivalents registered as term deposits from the motorway concessionaire Scutvias - Autoestradas da Beira Interior, SA. The financing and concession agreements of the associated company Scutvias Autoestradas da Beira Interior, S.A. require the maintenance of deposits equal to 5/3 of the next debt payment. Therefore, as of June 30, 2012 and December 31, 2011 the reserves of demand deposits or term deposits included in the Consolidated Financial Position amount to these mentioned figures. Thus, as of March 31, 2012 and December 31, 2011, the reserve accounts in the form of deposits included in the consolidated balance sheet amounted to above amounts. Soares da Costa I Report & Accounts I First Half

54 19. COMPOSITION OF SHARE CAPITAL AND RESERVES Soares da Costa SGPS SA share capital amounts to 160,000,000 Euros, represented by: a) One hundred and fifty-nine million nine hundred and ninety-four thousand four hundred and eighty-two (159,994,482) ordinary shares; b) Five thousand five hundred and eighteen (5,518) preferred shares with no voting rights, but with the right to receive a preferred dividend and preferred reimbursement of the respective nominal value if the company declares bankruptcy. During the semester ended June 30, 2012, the movements related with own shares were as follows: No. of shares Nominal value Discounts and premiuns Amount Opening balance 507, ,292 (334,766) 172,526 Acquisitions Alienations Closing balance 507, ,292 (334,766) 172,526 The currency conversion reserve reflects the exchange rate changes occurred in translating the financial statements of subsidiaries in a currency other than Euro and are not likely to be distributed or be used to absorb losses. Some of the Group's companies contracted cash flow hedge financial instruments. Changes in the fair value of those financial instruments are directly recognised at the "Reserves and retained profits" item. The cumulative effect of these derivatives and the respective deferred tax discriminates as follows: Derivatives Deferred taxes Total Grupo Soares da Costa, SGPS, S.A (12,812) 3,203 (9,609) Sociedade de Construções Soares da Costa, S.A. (228,399) 66,236 (162,163) Intevias Serviços e Gestão, S.A. (1,105,813) 276,453 (829,360) C.P.E. Companhia de Parques de Estacionamento, S.A. (696,438) 174,110 (522,329) Scutvias Autoestradas da Beira Interior, S.A. (212,008) 58,302 (153,706) Auto-Estradas XXI - Subconcessionária, S.A. (9,024,017) 2,391,365 (6,632,653) Total (11,279,488) 2,969,668 (8,309,820) 20. BANK LOANS As of March 31, 2012, the main bank loans entered into by the Group are as follows: HOLDING - Grupo Soares da Costa, SGPS, SA has contracted with a banking syndicate the placement and underwriting of Commercial Paper issues up to a limit of 32,000 thousand Euros, under a commercial paper programme contract in place up to 16 June As of June 30, 2012 this programme was being completely used. - Loan granted by Caixa Central de Crédito Agrícola Mutuo to Grupo Soares da Costa, SGPS, SA, amounting to 2,670 thousand Euros, to be repaid in 7 six-monthly instalments ending on June Loan granted by Caixa Geral de Depósitos to Grupo Soares da Costa, SGPS, S.A., amounting to 1,250 thousand Euros, to be repaid in 5 quarterly instalments ending on March Loan granted by Banco Popular Portugal to Grupo Soares da Costa, SGPS, SA, amounting to 5,000 thousand Euros, to be repaid in 2 instalments ending on June Loan granted by Caixa Geral de Depósitos to Grupo Soares da Costa, SGPS, S.A., amounting to 14,000 thousand Euros, to be repaid in 8 instalments ending on October Soares da Costa I Report & Accounts I First Half

55 - Loan granted by Banif - Banco Internacional do Funchal to Grupo Soares da Costa, SGPS, SA currently amounting to 1,471 thousand Euros, to be paid back in 10 instalments ending on April Loan granted by Banif - Banco Internacional do Funchal to Grupo Soares da Costa, SGPS, SA currently amounting to 958 thousand Euros, to be paid back on August Loan granted by Caixa Banco de Investimentos to Grupo Soares da Costa, SGPS, SA currently amounting to 250 thousand Euros, to be reimbursed on July Bonds issued by Grupo Soares da Costa, SGPS, SA, amounting to 20,000 thousand Euros, to be repaid by November Bonds issued by Grupo Soares da Costa, SGPS, SA, amounting to 80,000 thousand Euros, to be repaid by December Loan granted by Banco Santander to Energia Própria, S.A., currently amounting to 300 thousands Euros, to be repaid in quarterly instalments, ending on April Loan granted by Banco Santander to Energia Própria, S.A., currently amounting to 125 thousands Euros, to be paid back in quarterly instalments, ending on November Loan granted by Banco Santander to Energia Própria, S.A., currently amounting to 108 thousands Euros, to be paid back in quarterly instalments, ending on September Loan granted by Banco Santander to Self Energy Engineering & Innovation, S.A., currently amounting to 60 thousands Euros, to be paid back in quarterly instalments, ending on September CONSTRUCTION - Hot money loan granted by NCG Banco, SA, Portuguese subsidiary, to Sociedade de Construções Soares da Costa, SA currently amounting to 1,235 thousand Euros, to be repaid on July Hot money loan granted by Banco Comercial Português, to Sociedade de Construções Soares da Costa, SA currently amounting to 4,300 thousand euros, to be repaid on July Hot money loan granted by Banco Comercial Português, to Sociedade de Construções Soares da Costa, SA currently amounting to 846 thousand Euros, to be repaid on July Hot money loan granted by Banco Comercial Português, to Sociedade de Construções Soares da Costa, SA currently amounting to 1,492 thousand Euros, to be repaid on July Hot money loan granted by Banco Comercial Português, to Sociedade de Construções Soares da Costa, SA currently amounting to 562 thousand Euros, to be repaid on July Hot money loan granted by Banco Comercial Português, to Sociedade de Construções Soares da Costa, SA currently amounting to 2,099 thousand Euros, to be repaid on July Loan granted by NCG Banco, SA, branch in Portugal, to Sociedade de Construções Soares da Costa, SA amounting to 1,100 thousand Euros, to be paid back in 22 instalments ending on January Loan granted by Banco BPI to Sociedade de Construções Soares da Costa, SA amounting to 1,491 thousand Euros, to be paid back in 7 instalments ending on July Loan granted by Banco BPI to Sociedade de Construções Soares da Costa, SA amounting to 1,491 thousand Euros, to be paid back in 7 quarterly instalments ending on September Loan granted by Banco BPI to Sociedade de Construções Soares da Costa, SA amounting to 1,000 thousand Euros, to be paid back on February Loan granted Banco Português de Negócios to Sociedade de Construções Soares da Costa, SA amounting to 1,570 thousand Euros, to be paid back in 37 instalments ending on June Loan granted by Banco Português de Negócios to Sociedade de Construções Soares da Costa, SA with amounting to 2,717 thousand Euros, to be paid back on July Loan granted by Banif - Banco Internacional do Funchal to Sociedade de Construções Soares da Costa, SA currently amounting to 3,035 thousand Euros, to be paid back in 11 instalments ending on February Loan granted by Caixa Geral de Depósitos to Sociedade de Construções Soares da Costa, SA amounting to 8,750 thousand Euros, to be paid back in 7 instalments ending on September Loan granted by Caixa Geral de Depósitos to Sociedade de Construções Soares da Costa, SA amounting to 16,000 thousand Euros, to be paid back in 30 instalments ending on December Loan granted by Caixa Geral de Depósitos to Sociedade de Construções Soares da Costa, SA amounting to 2,236 thousand Euros, to be paid back in 12 instalments ending on June Soares da Costa I Report & Accounts I First Half

56 - Loan granted by Banco Bilbao Vizcaya Argentaria (Portugal) to Sociedade de Construções Soares da Costa, SA amounting to 6,209 thousand Euros, to be paid back on July Loan granted by Barclays Bank to Sociedade de Construções Soares da Costa, SA amounting to 2,040 thousand Euros, to be paid back on July Loan granted by Barclays Bank to Sociedade de Construções Soares da Costa, SA amounting to 1,200 thousand Euros, to be paid back on June Loan granted by Banco BAI Europa to Sociedade de Construções Soares da Costa, SA amounting to 5,000 thousand Dollars, to be paid back on September Loan granted by Banco BAI Europa to Sociedade de Construções Soares da Costa, SA amounting to 2,600 thousand Dollars, to be paid back on September Loan granted by Banco Santander Totta to Sociedade de Construções Soares da Costa, SA amounting to 1,236 thousand Euros, to be paid back in 15 instalments ending on March Loan granted by Montepio Geral to Sociedade de Construções Soares da Costa, SA amounting to 3,000 thousand Euros, to be paid back in 30 instalments ending on August Loan granted by Banco BIC Português to Sociedade de Construções Soares da Costa, SA amounting to 67 thousand Euros, to be paid back on July Loan granted by Banco Espírito Santos to Sociedade de Construções Soares da Costa, SA amounting to 161 thousand Euros, to be paid back on August Loan granted by BRD Groupe Société Generale to Sociedade de Construções Soares da Costa, SA amounting to 502 thousand Rol, to be paid back in 2 instalments ending on August Sociedade de Construções Soares da Costa, S.A. has contracted with Barclays Bank the placement and underwriting of Commercial Paper issues up to a limit of 8,250 thousand Euros, under a commercial paper programme contract in place up to August As of June 30, 2012 this programme was being fully used. - Sociedade de Construções Soares da Costa, S.A. has contracted with Caixa Central de Crédito Agrícola Mutuo the placement and underwriting of Commercial Paper issues up to a limit of 5,000 thousand Euros, under a commercial paper programme contract in place up to January As of June 30, 2012 this programme was being fully used. - Sociedade de Construções Soares da Costa, S.A. has contracted with Caixa Geral de Depósitos the placement and underwriting of Commercial Paper issues up to a limit of 15,000 thousand Euros, under a commercial paper programme contract in place up to August As of June 30, 2012 this programme was being fully used. - Sociedade de Construções Soares da Costa, S.A. has contracted with Banco Comercial Português the placement and underwriting of Commercial Paper issues up to a limit of 4,500 thousand Euros, under a commercial paper programme contract in place up to January As of June 30, 2012 this programme was being fully used. - Sociedade de Construções Soares da Costa, S.A. has contracted with Banco Comercial Português and Banco Popular Portugal the placement and underwriting of Commercial Paper issues up to a limit of 15,000 thousand Euros, under a commercial paper programme contract in place up to January As of June 30, 2012 this programme was being fully used. - Loan granted by Banco Africano de Investimento to Sociedade de Construções Soares da Costa, SA amounting to 1,050 thousand Dollars, to be paid back in 7 instalments ending on January Loan granted by Banco de Fomento de Angola, amounting to 339,989 thousand Kwanzas, to be paid back in 17 instalments ending on October Loan granted by Banco BIC to Sociedade de Construções Soares da Costa, SA, amounting to 251,157 thousand Kwanzas, to be paid back in 3 instalments ending on September Loan granted by Montepio Geral to Clear Instalações Electromecânicas, SA amounting to 218 thousand Euros, to be paid back in 5 instalments ending on March Loan granted by Banco Português de Negócios to Clear Instalações Electromecânicas, SA amounting to 172 thousand Euros, to be paid back in 9 instalments ending on February Loan granted by Banco BIC to Clear Instalações Electromecânicas, SA amounting to 1,778 thousand Dollars, to be paid back in 24 instalments ending July Loan granted by Montepio Geral to Construções Metálicas Socometal, S.A. amounting to 218 thousand Euros, to be paid back in 5 instalments ending March Loan granted by Banif Banco Internacional do Funchal to Construções Metálicas Socometal, S.A. amounting to 213 thousand Euros, to be paid back in 10 instalments ending December Loan granted by Banif Banco Internacional do Funchal to Soares da Costa America, Inc. To Soares da Costa América, Inc. amounting to 13,659 thousand Dollars, to be paid back in six-monthly instalments ending on September Soares da Costa I Report & Accounts I First Half

57 - Loan granted by Commerce National Bank Finance to Soares da Costa America, Inc. currently amounting to 1,946 thousand dollars, to be paid back on December Loan granted by TerraBank to Soares da Costa America, Inc. currently amounting to 1,913 thousand Dollars, to be paid back on April Loan granted by M&I Bank to Prince Contracting, LLC amounting to 100 thousand Dollars, with a monthly fixed instalment (capital and interests) of 1.1 thousand dollars and a final repayment of 98 thousand Dollars on September CONCESSIONS - Loan granted by Banco BPI to Soares da Costa Concessões, SGPS, SA amounting to 952 thousand Euros, to be paid back in 2 instalments ending on December Loan granted by Banco Popular Portugal to Soares da Costa Concessões, SGPS, S.A. amounting to 16,968 thousand Euros, to be paid back in 16 instalments ending on November Loan granted by Banif Banco de Investimentos to Soares da Costa Concessões, SGPS, SA amounting to 2,380 thousand Euros, to be paid back in 9 instalments ending on June Loan granted by Banco BPI to CPE - Companhia de Parques de Estacionamento, SA amounting to 27,719 thousand Euros, to be paid back in 33 instalments ending on December Loan granted by Banco BPI to CPE - Companhia de Parques de Estacionamento, SA amounting to 721 thousand Euros, to be paid back in 3 instalments ending on December Loan granted by Banco BPI to Intevias - Serviços e Gestão, SA amounting to 62,258 thousand euros, to be paid back in 14 instalments ending on July Loan granted by Caixa Banco de Investimentos to Soares da Costa Hidroenergia 1T, Lda. and Soares da Costa Hidroenergia 4T currently amounting to 5,000 thousand Euros, to be paid on July Loan granted by several commercial banks and by Banco Europeu de Investimentos to Scutvias Autoestradas da Beira Interior, S.A., currently and in the percentage of the participation amounting to 9,816,910 euros and 4,656,784 Euros, respectively, to be repaid in six-month instalments ending on October Loan granted by BBU Bank to Soares da Costa Concessions USA, Inc. amounting to 2,000 thousand Dollars, to be paid back on April Loan granted by Banif Banco de Investimento to SDC Costa Rica, SA amounting to 7,336 thousand Dollars, to be paid back on December REAL ESTATE - Loan granted by Banco Comercial Portugues to Ciagest Imobiliária e Gestão, SA amounting to 2,145 thousand Euros, to be paid back in 32 instalments ending on February Loan granted by Banco Comercial Português to Ciagest Imobiliária e Gestão, SA amounting to 11,215 thousand Euros, to be paid back in 36 instalments ending on December Loan granted by NCG Banco, SA, branch in Portugal, to Ciagest Imobiliária e Gestão, SA currently amounting to 3,946 thousand euros, to be paid back in 102 instalments ending on June Loan granted by NCG Banco, SA, branch in Portugal to Ciagest Imobiliária e Gestão, SA currently amounting to 1,167 thousand euros, to be paid back in 17 instalments ending on April Loan granted by NCG Banco, SA, branch in Portugal to Cais da Fontinha - Investimentos Imobiliária, S.A. currently amounting to 3,225 thousand euros, to be paid back in March As of June 30, 2012, the item Bank loans, in non current liabilities, included the financing loans obtained by the associated company Scutvias Autoestradas da Beira Interior, SA to fund the construction of the motorway, operated under a concession contract, from Banco Europeu de Investimento and from the banking syndicate, amounting to 94,986,459 Euros and 64,984,644 Euros, respectively, in the percentage attributable to the Group. The main terms of these loans are the following: Soares da Costa I Report & Accounts I First Half

58 Credit facility Interest rate 1st Payment Last payment Banking syndicate Variable, indexed to 6 month 1st half of 2006 European Investment Bank Fixed Euribor rate: 6.43% 2nd half of st half of st hald of 2024 Additionally, the jointly controlled company Auto-Estradas XXI - Subconcessionária, S.A., entered into the following financing: long term credit facility, EIB facility with commercial risk and EIB facility with guarantees, under the following terms: EIB facility with commercial risk: Amount: Up to EUR 200,000,000 Amount as of 30/06/2012: EUR 130,525, Total Period: Up to 27 years as of the Financial Close Use Period: 5 years Interest Rate: Margin: Commitment Fee: Financial operations fee: Euribor plus margin From 2009 until the first semester of 2016: 0,90% p.a. After the first semester of 2016: 0,37% p.a. Note: an additional 0.20% margin over the EIB margins has been considered since that to the financings entered into with EIB on a variable rate, an estimated 0.31% spread over Euribor is chargeable. 0.45% p.a. over the amount not used 0,50% flat Redemption: Hedging: Variable and increasing with mandatory redemption amounts Interest rates variation risk hedging through a swap contract with differentiated coverage: of the capital during the availability period and for the following periods the coverage levels for the outstanding principal: - From 2014 to 2027: 70% of the outstanding principal not taking into account the depreciations under the cash sweep system; - From 2028 to 2029: 17% and 7% of the outstanding principal not taking into account the depreciations under the cash sweep system; EIB's guaranteed facility loan: Amount: Up to EUR 89,000,000 Amount as of 30/06/2012: EUR 58,083, Total Period: Up to 27 years as of the Financial Close Use Period: Interest Rate: Margin: Commitment Fee: Financial operations fee: 5 years Euribor plus margin 0.0% as long as bank guarantees are in force and 0.37% after the release of the bank guarantees granted by commercial banks. Note: the financial system isn't taking into account the release of the bank guarantees 0.20% p.a. over the amount not used 0,20% flat Redemption: Variable and increasing with mandatory redemption amounts Soares da Costa I Report & Accounts I First Half

59 Hedging: Interest rate variation risk hedging through a swap contract with differentiated coverage: of the capital during the availability period and for the following periods the coverage levels for the outstanding principal: From 2014 to 2027: 70% of the outstanding principal not taking into account the depreciations under the cash sweep system; From 2028 to 2029: 17% and 7% of the outstanding principal not taking into account the depreciations under the cash sweep system; Long Term Credit Facility: Amount: Up to EUR 286,000,000 Amount as of 30/06/2012: EUR 186,650, Total Period: Up to 27 years as of the Financial Close, that is to say until 10/12/2035 Use Period: 5 years (from 2009 to 2013) Interest Rate: Margin: Commitment Fee: Financial operations fee: Agent's Fee: Euribor plus margin 2009 to 2011: 1,60% p.a to 2015: 1,80% p.a. 50% of the applicable margin over the amount not used 1,40% flat In fiscal terms, the incidence of the fee has been divided between VAT and stamp duty with the 75% and 25% respectively EUR 100,000 per year, adjusted with inflation Redemption: Full cash sweep during 2014 and 2015 and the remaining bullet in Interest rate variation risk hedging through a swap contract with differentiated coverage: of the capital during the availability period and for the following periods the coverage levels for the outstanding principal: Hedging: From 2014 to 2027: 70% of the outstanding principal not taking into account the depreciations under the cash sweep system; From 2028 to 2029: 17% and 7% of the outstanding principal not taking into account the depreciations under the cash sweep system; The consortium bid takes into account the renegotiation of the Long Term Credit Facility in 2016 through the issuance of a debenture loan under more advantageous conditions. This refinancing operation is not deemed as the "Sub concession refinancing" provisioned in clause 90 of the Sub concession Contract because it is a part of the Consortium bid, the fulfilment risk is fully undertaken by the Consortium and is included in the Base Case. This way, it is acknowledged that, should favourable impacts result from such operation, those results shall be fully withheld by the Sub concessionary. The financial conditions of the refinancing operation are as follows: Amount: 256,292, Total Period: Until 20 years Use Period: A single use in 2016 Interest Rate: Euribor plus margin Margin: 1.50% Financial operations fee: Agent's Fee: 0,50% flat EUR 100,000 per year, adjusted with inflation Redemption: 42 six-monthly instalments with variable capital as of 30 June 2016 Interest rate variation risk partial hedging through a swap contract with the following coverage levels for the outstanding principal: From 2016 to 2026: 70% of the outstanding principal; Hedging: Year 2028: 17% of the outstanding principal; Year 2029: 7% of the outstanding principal; Remaining period: 0% coverage, that is to say variable capital regime. Soares da Costa I Report & Accounts I First Half

60 The nominal values of the loans recorded in the Consolidated Financial Position as of June 30, 2012 have the following maturities: Maturity Bank loans Bonds Other loans Overdrafts Other (factoring) ,665, ,235,391 24,108, ,009, ,714, ,714, ,506, ,506, ,850,777 19,624, ,475, ,141, ,141, ,966,917 78,181, ,148,397 After ,307, ,307,872 Total 887,152,989 97,806,284-16,235,391 24,108,845 1,025,303,508 Total The non recourse debt as of June 30, 2012 had the following maturities: Maturity Bank loans ,470, ,727, ,138, ,603, ,360, ,305,649 after ,121,361 Total 450,727,460 The Group s loans as of June 30, 2012 had the following interest rates: Type of Credit facility Minimum Maximum Overdrafts 3.653% % Hot Money 7.235% % Bank loans 2.188% 9.352% Bonds 3.507% 3.547% Commercial paper 4.153% 8.403% Additionally, specific financing contract in local markets have interest rates between 7.282% and 20.2%. In general, bank loans pay interest at variable rates hence exposing the Group to the effect of fluctuations in market interest rates. However, to manage interest rate risk, in particular in the Concessions business area, the Group contracted financial instrument to cover interest rates changes, as summarised in the "Derivatives" note below. Based on the net indebtness level as of June 30, 2012, a variation of one percentage point in the indexing interest rate would have an impact p.a. in terms of financial costs of 5.8 million Euros. 21. DERIVATIVES The Group has contracted the following interest rate coverage: Soares da Costa I Report & Accounts I First Half

61 Grupo Soares da Costa SGPS, S.A. Type of financial instrument: Derivative Description: Interest rate coverage Banks: BANCO POPULAR Currency: Euro Contract date: 11/03/2011 Beginning date: 14/06/2011 Maturity date: 16/06/2014 Frequency: Annual Swap: 2.64 Amount covered by 30/06/2012: Euros, redeemable Reference: Euribor 12M In the Concessions business area, the Group has the following interest rate cover instruments: Scutvias - Autoestradas da Beira Interior, S.A. Type of financial instrument: Derivative Description: Interest rate coverage, of debt to commercial banking (to all term of the debt) Banks: BCP / BPI / BAYERISCHE / CGD Currency: Euro Contract date: 24/09/1999 Beginning date: 01/10/1999 Maturity date: 04/10/2018 Frequency: Semiannual Swap: 7.14 Amount covered by 30/06/2012: Euros Reference: Euribor + 1% during the construction phase; Euribor + 0.9% during the operation phase. Intevias - Serviços e Gestão, S.A. Type of financial instrument: Derivative Description: Interest rate coverage Banks: BPI Currency: Euro Contract date: 04/12/2008 Beginning date: 04/12/2008 Maturity date: 15/07/2023 Frequency: Annual Swap: 3.45 Amount covered by 30/06/2012: Euros, redeemable Reference: Euribor 12 months Soares da Costa I Report & Accounts I First Half

62 CPE - Companhia de Parques de Estacionamento, S.A. Type of financial instrument: Derivative Description: Interest rate coverage Banks: BPI Currency: Euro Contract date: 09/06/2009 Beginning date: 10/06/2009 Maturity date: 10/12/2028 Frequency: Semiannual Swap: 4.19 Amount covered by 30/06/2012: Euros, redeemable Reference: Euribor 6 months Auto-estradas XXI - Subconcessionária, S.A. Type of financial instrument: Derivative Description: Interest rate coverage Banks: BBVA, BANESTO, BANCO POPULAR, CAJA MADRID, SANTANDER TOTTA, BPI, LA CAIXA Currency: Euro Contract date: 30/01/2009 Beginning date: 03/02/2009 Maturity date: 31/12/2029 Frequency: Semiannual Swap: 4.22 Amount covered by 30/06/2012: Euros, redeemable Reference: Euribor 6 months In the Construction business area, and in order to cover exchange rate risk associated with cash flows of a specific project, the Group has signed several currency forward contracts summarised in the table below: Soc. Construções Soares da Costa, S.A. Type of financial instrument: Derivative Description: Forward Banks: Barclays Bank Currency: US dollar Contract date: 03/07/ /09/2009 Beginning date: 03/07/ /09/2009 Maturity date: 09/07/ /07/2012 Frequency: Flexible Flexible Swap: Amount covered by 30/06/2012: USD USD Reference: Foreign exchange rate EUR/USD As of June 30, 2012, these instruments had been classified as coverage instruments as they met the formal requisites of IAS 39 related to the documentation and effectiveness of the derivative coverage instruments. The fair value of these financial instruments was set by the respective counterparts which are independent and credible entities by adopting appropriate evaluation models. These were based on the discounted cash flow method using observable market inputs listed in the interbank market. Soares da Costa I Report & Accounts I First Half

63 As of June 30, 2012 and December 31, 2011, the item Derivatives has the following breakdown. Derivatives 30/06/ /12/2011 Grupo Soares da Costa, SGPS, S.A 76,488 63,676 Sociedade de Construções Soares da Costa, S.A. 1,418,756 1,190,357 Intevias Serviços e Gestão, S.A. 5,367,365 4,261,552 C.P.E. Companhia de Parques de Estacionamento, S.A. 4,006,040 3,309,601 Scutvias Autoestradas da Beira Interior, S.A. 13,706,997 13,494,989 Auto-Estradas XXI - Subconcessionária, S.A. 53,147,606 44,123,589 Total 77,723,252 66,443, BREAKDOWN OF ACCOUNTS PAYABLE As of June 30, 2012 the item Accounts payable breakdown was the following: Accounts payable 30/06/ /12/2011 Fixed assets suppliers 1,546,845 2,389,730 Suppliers with retention of guarantees 14,911,568 15,144,129 Advances from customers 16,559,997 21,670,923 Other 12,087,075 12,105,318 Accounts payable - non current 45,105,485 51,310,099 Associated companies 9,713 16,867 Other shareholders 33,294 32,823 State and other public entities (excluding income tax) 12,419,367 6,611,564 Outros credores 61,188,290 49,998,581 Accounts payable - current 73,650,665 56,659,835 State and other public bodies (excluding income tax) account breakdown as of June 30, 2012 and December 31, 2011: 30/06/ /12/2011 Value added tax 5,845,012 2,369,314 Social security's contributions 3,996,866 2,456,940 Other 2,577,489 1,785,309 Total 12,419,367 6,611, BREAKDOWN OF OTHER CURRENT LIABILITIES Other current liabilities 30/06/ /12/2011 Costs accruals 162,955, ,858,451 Deferred income 32,820,793 57,184,425 Total 195,776, ,042,876 As of June 30, 2012 and December 31, 2011 these items breakdown was as follows: Soares da Costa I Report & Accounts I First Half

64 30/06/ /12/2011 Accrued costs Invoiced to be received 113,637,725 97,894,505 Staff costs to pay 11,243,026 9,033,777 Interest to pay 15,902,220 7,943,361 Other 22,172,672 11,986, ,955, ,858,452 Deferred income Works invoiced not executed 31,962,572 48,619,467 Antecipated rents 272, ,107 Other 586,171 8,240,850 32,820,793 57,184, BREAKDOWN OF VALUE ADJUSTMENTS AND PROVISIONS Movement in value adjustments was as follows: Value adjustments Notes Opening Balance Changes in Perimeter Increases Reductions Closing Balance Doubtful customers 21,192,685-8,442,191 (547,522) 29,087,353 Customers 16 21,192,685-8,442,191 (547,522) 29,087,353 Other accounts receivable 3,194, ,208 (23,453) 3,708,583 Other accounts receivable 16 3,194, ,208 (23,453) 3,708,583 Raw materials and consumables 223, (30,630) 193,102 Goods and work in progress 1, (1,983) - Finished and intermediate goods 4,035, (652) 4,034,914 Goods 740, , ,474 Inventories 15 5,001, ,014 (33,266) 5,120,490 Other financial investments 416, (416,584) - Financial investments 416, (416,584) - Total value adjustments 29,805,838-9,131,413 (1,020,824) 37,916,426 Movement in provisions was as follows: Provisions Opening Balance Changes in Perimeter Increases Reductions Closing Balance Other provisions for risks and charges 886,200-49,639 (42,813) 893,026 Total 886,200-49,639 (42,813) 893,026 Its breakdown by nature as of June 30, 2012, was the following: Soares da Costa I Report & Accounts I First Half

65 Opening balance Increases Reductions Closing balance Judicial proceedings 568, ,724 Pensions and other staff costs 205,186 4, ,676 Other provisions 112,290 45,149 (42,813) 114,626 Total 886,200 49,639 (42,813) 893,026 Impairment losses related with accounts receivable are accounted based on an individual risk analysis, considering its nature, the payment delay and the Group s past experience in similar situations. Details on the fair value adjustments and existing provisions as of June 30, 2012 by primary reporting segment: Construction Real Estate Concessions Energia Própria Total Consolidated Raw materials and consumables 193, ,102 Finished goods 3,869, , ,034,914 Goods - 866,320-26, ,474 Inventories 4,062,942 1,031,394-26,154 5,120,490 Doubtful customers 27,527,648 1,542,680 3,384 13,641 29,087,353 Customers 27,527,648 1,542,680 3,384 13,641 29,087,353 Other accounts receivable 3,708, ,708,583 Other accounts receivable 3,708, ,708,583 Total value adjustments 35,299,173 2,574,074 3,384 39,795 37,916,426 Other provisions for risks and charges 833,854-47,401 11, ,026 Other provisions for risks and charges 833,854-47,401 11, , RELATED PARTIES Account balances and transactions within the Group companies that are part of consolidation perimeter are eliminated in the consolidation process, and are not disclosed in this note. Balances and transactions between the Group and associated companies (consolidated by the equity method) are detailed in the following table. The terms and conditions used in these transactions between the Group and related parties are substantially the same normally contracted between independent entities in comparable operations. Balance as of June 30, 2012 Customers Other 3rd parties Loans to subsidiaries Suppliers Other 3rd parties Gayaexplor - Const.Exploração de Parques Estacionam., Lda 102,674-27, Indáqua - Indústria e Gestão de Águas, SA - - 9,715,827 65,559 - Metropolitan Transportation Solutions, ltd. 7,254,041 1,500,238 53, ,223 Grupul Portughez de Construtii, S.R.L. 1,185,699 49, , CFE Indústria de Condutas, S.A. 13,168 9,388 45, MTA - Máquinas e Tractores de Angola Lda. 28, ,394-35,880 - SDC Emirates Construction, L.L.C , Self Energy Moçambique, S.A. 91, Larvick Reliable, R.L , My Watt, Lda , Global Azoague - - 1,259, Total 8,675,532 1,954,410 11,870, , ,303 Soares da Costa I Report & Accounts I First Half

66 Transactions in 2012 Operating income and gains Operating costs and losses Financial income/ costs CFE Indústria de Condutas, S.A Gayaexplor - Const.Exploração de Parques Estacionam., Lda - 22,734 - MTA - Máquinas e Tractores de Angola Lda. 4,135 16,019 - Indáqua - Indústria e Gestão de Águas, S.A. - 53, ,672 Self Energy Moçambique, S.A. 183,752 - (16) Total 187,888 92, , BREAKDOWN OF OTHER OPERATING GAINS AND LOSSES Other operating gains break down as follows: Other operational income 30/06/ /06/2011 Own works 1,003,548 24,413 Gains in fixed tangible assets 146, ,221 Operational subsidies 86,107 91,524 Ajustments reversion 693, ,530 Other operating income and gains 3,101,457 4,449,936 Total 5,031,501 5,118,624 Other operating losses break down as follows: Other operational costs 30/06/ /06/2011 Taxes 3,782,036 3,582,743 Bad debts 309,250 - Losses in fixed tangible assets 209,924 1,444,754 Fines 17, ,553 Donations 15,353 21,394 Losses in inventories 45,965 14,251 Penalties in contracts 15, ,246 Other operational costs and losses 11,748,197 3,335,378 Total 16,143,682 8,984, EMPLOYEES Average number of employees working for companies included in the Group s consolidation perimeter by full consolidation method, during the first half ended June 30, 2012, totalled 5,089: Directors Senior Middle management management Officers and heads of services Highly qualified professional s Semi qualified professional s Non qualified staff Apprentices , Average number of employees working for companies included in the Group s consolidation perimeter by the proportional method during the first half ended June 30, 2012, totalled 1,087: Soares da Costa I Report & Accounts I First Half

67 Directors Senior Middle management management Officers and heads of services Highly qualified professional s Semi qualified professional s Non qualified staff Apprentices FINANCIAL RESULTS Financial results breakdown for the financial periods ending on June 30, 2012 and 2011: Costs and losses 30/06/ /06/2011 Interest paid 34,204,114 25,115,096 Losses in financial investments in associated companies 21,821 72,755 Foreign exchange losses 9,587,140 11,554,136 Cash discounts granted 2,161 8,180 Financial applications adjustments - 17,144 Other financial costs and losses 8,438,477 8,104,792 Other financial losses 18,027,779 19,684,251 (1) 52,253,714 44,872,103 Income and gains 30/06/ /06/2011 Interets received 18,407,198 5,782,416 Gains in financial investments in associated companies 99, ,244 Income and capital gains from participations 198, ,403 Foreign exchange gains 11,331,993 9,728,529 Cash discounts obtained 92, ,668 Other financial income and gains 43, ,872 Other financial gains 11,467,835 10,723,069 (2) 30,172,231 17,368,132 Financial results (2)-(1) (22,081,483) (27,503,971) The item "Interest received" includes the amount of 7,688,804 Euros, in the percentage of the share attributable to the Group arising from the accounting financial asset model used of the Beira Interior concession of Scutvias - Autoestradas da Beira interior, S.A.. The item Other financial costs and losses mainly refers to the cost of banking guarantees, arrangement fees and other expenses and commissions charged by financial institutions. Gain and losses in associated companies for the financial period ended June 30, 2012 and 2011 can be analysed as follows: Soares da Costa I Report & Accounts I First Half

68 30/06/ /06/2011 Losses in financial investments in associated companies: SDC Emirates Construction, L.L.C. - 25,785 CFE Indústria de Condutas, S.A. - 22,595 Traversofer, SARL - 1,982 GAYAEXPLOR - Constr.e Explor.de Parques Estacionamento, Lda 15 4 My Watt, Lda Global Azoague, S.L. 1,800 - Self Energy Moçambique, S.A. 19,773 22,391 Total 21,821 72,755 Gains in financial investments in associated companies: Constructota San José - Caldera, S.A ,642 INDÁQUA - Indústria e Gestão de Águas, S.A. 99,183 7,097 Ute Efacec/Self Energy, Ley 18/1982-1,505 Total 99, ,244 Gains/ (losses) in financial investments in associated companies 77,362 68, INCOME TAX AND DEFERRED TAXES The income tax accounted for the periods ended June 30, 2012 and 2011 breakdown as follows: Income tax 30/06/ /06/2011 Income tax (current) (770,181) 3,862,543 Deferred tax (2,598,434) (2,390,695) Total (3,368,615) 1,471,848 Deferred taxes assets and liabilities accounted in Consolidated Financial Position Statement were originated by the following situations: Deferred tax assets 30/06/ /12/2011 Losses reported 17,088,474 14,775,540 Fixed assets diverge valuation 5,282,762 5,332,692 Inventories' value adjustments 2,063,653 2,153,923 Accounts receivables value adjustments 1,736 1,732 Financial instruments fair value 20,627,452 17,658,225 Others 891,329 1,019,218 Total 45,955,406 40,941,330 Deferred tax liabilities 30/06/ /12/2011 Fixed assets diverge valuation 17,144,774 17,585,484 Inventories value adjustments 116, ,659 Non fiscal accepted's provisions 8,854,101 9,471,354 Capital gains with deferred taxes 410, ,751 Other 355, ,011 Total 26,880,725 27,884,259 Soares da Costa I Report & Accounts I First Half

69 Reportable fiscal losses that originated the recognition of deferred tax assets breakdown by year as follows: Country Year Limit for Use Fiscal losses Deferred taxes assets Portugal United States Costa Rica ,931, ,485, ,320, ,412, ,851, ,651,815 15,652,097 3,895, ,355, ,509, ,919, ,557, , ,642, ,267,252 30,184,357 12,152, , , , ,897 Angola Mozambique , , ,669, , ,034 2,652, ,458 51,034 3,266 Total 17,088,474 According to the applicable legislation, these losses can only be used if the respective companies generate a positive income tax result. 30. EARNINGS PER SHARE The company s capital is constituted by 159,994,482 ordinary shares and 5,518 preferred shares without voting rights, with a nominal value of 1 Euro each. Holders of preferred shares without voting rights are entitled to a priority dividend on the terms stipulated in 2.7 of the respective issuance prospectus and are listed for trading, at no less than 5% of the respective par value, pursuant to article 341 (2) of the Portuguese Corporate Code. Soares da Costa I Report & Accounts I First Half

70 Earnings per share 30/06/ /06/2011 Continued operations earnings, net of minorities (16,996,929) 2,046,470 Net income attributable to the Group (16,996,929) 2,046,470 Number of preferred shares 5,518 5,518 Number of ordinary shares 159,994, ,994,482 Total number of shares 507, ,292 Weighted average number of ordinary shares 159,499, ,538,644 Earnings attributable to preferred shares Continued operations earnings per share Basic (0.107) Diluted (0.107) Earnings per share Basic (0.107) Diluted (0.107) The company does not have convertible debt instruments, meaning the basic result is the same as the diluted result. 27. GUARANTEES The detail of bank guarantees and collateral provided by the Group to third parties as of June 30, 2012 are as follows: Euro US Dollar Mozambican Metical S. Tomé Dobra Costa Rica Cólon Israelian Shekel Other Total Bank guarantees 449,003,727 7,324,786 5,414,359-66, ,245 4,470, ,673,059 Collateral 19,969,843 11,914,218 13,499 24, ,922,293 Bank Guarantees Guarantees in respect of construction contracts 264,135,062 Guarantees in respect of concession contracts 85,822,762 Guarantees given to financial institutions 115,662,765 Other guarantees 1,052,470 Total 466,673,059 The value of guarantees given to financial institutions consist essentially to the bank guarantees from the associated company Scutvias, SA, on behalf of the European Investment Bank in the amount of 78,510,826 Euros (part attributable to the Group, in the proportion of the stake held). The banks involved in the provision of such bank guarantees are coincident with the entities present in the bank syndication process. 32. FINANCIAL RISKS Foreign Exchange Risk This risk arises mainly from the international operations of the Group. Operations by some of the Group s companies in foreign markets increase its exposure to the effects of the several currencies change against the Euro. The exchange Soares da Costa I Report & Accounts I First Half

71 rate risk management policy followed by the Group aims to minimize the sensitivity of the Group s earnings to exchange rates fluctuations. The Group targets to balance assets and liabilities expressed in the same currency. Assets and liabilities denominated in foreign currency, converted into Euros as of June 30, 2012, were as follows: ASSETS EUR USD AOK MZM STD CRC ILS Other Total Eliminations Total Consolidated Financial investments 1,162,890,836 76,717, ,016 1,239,873,131 (1,202,991,380) 36,881,751 Customers 217,009, ,453,018 3,303,401 17,180,553 8, ,179 14,618, ,506,611 (111,736,731) 430,769,880 Associated companies 5,938,661 59, , ,649 6,759,423 (6,147,512) 611,911 Advances to suppliers 3,539,218 11,204,816 7,737,639 15,154, ,380 38,133,829 (11,391,130) 26,742,699 State and public bodies 11,357,840-78, ,772 3, ,967 13,178,333-13,178,333 Outros devedores 914,378,372 7,819,181 10,110,481 8,986,230 24, ,447 6,317, ,649,835 (445,768,921) 501,880,913 Securities and other treasury - 289, , ,028,595 1,399,257-1,399,257 Bank deposits 50,937,898 31,241,739 22,815, ,131 50,152-28,445 5,485, ,280, ,280,143 Cash 277, , , ,693 5, ,804 1,017,631-1,017,631 Other current assets 115,731,691 10,857,358 4,728,452 5,084,107-6, ,665 1,010, ,186,870 (9,422,182) 128,764,688 Total 1,252,527,207 LIABILITIES EUR USD AOK MZM STD CRC ILS Other Total Eliminations Total Consolidated Bank loans 758,484,016 91,043,797 46,582,585 3,249, ,030 3,395, ,388, ,388,380 Bonds 97,806, ,806,284-97,806,284 Other loans 23,877, , ,108,845-24,108,845 Associated companies 3,355,158-29, , ,424 3,802,540 (3,792,827) 9,713 Other participations (shareholders) 2,042,797 23, ,500 2,069,606 (2,036,311) 33,294 Suppliers 194,052, ,363,077 14,886,275 22,751,725 11, ,320 9,763, ,908,035 (106,292,834) 238,615,202 Investment suppliers 5,216, , ,521 5,790,607 (310,301) 5,480,307 Advances from customers 32,615,911 50,289,318 4,225,230 3,416,256 5, ,900,686 93,452,551 (11,493,080) 81,959,470 State and public bodies 23,565,654 27, ,352 1,821,520 18, ,120,758 26,743,306-26,743,306 Other accounts payable 742,535,356 51,246,312 2,381,438 10,602,154 1, ,505,039 22,309, ,581,938 (759,306,573) 73,275,365 Derivatives 77,723, ,723,252-77,723,252 Other current asset 149,685,665 18,756,755 29,821,862 7,146, , , ,440,462 (10,664,025) 195,776,436 Total 1,724,919,855 Non-monetary assets and liabilities denominated in foreign currency, converted into Euros as of June 30, 2012, were as follows: EUR USD AOK MZM STD CRC ILS BRL Total Assets 507,621,235 33,227,253 38,143,269 1,619,223 5,106,510 1,072,658 3,648, , ,660,526 Liabilities 26,586, , ,086-78,790 46, ,773,751 Credit Risk This risk is associated with accounts receivable inherent to the Group s activity. Credit risks at each reporting date are detected by the competent departments. The need to register an impairment loss is determined according to the seniority of the debt, the client s risk profile, previous experience and further circumstances. As of June 30, 2012 the board of directors strongly believes that the estimated adjustments to the accounts receivable have been adequately represented in the financial statements. As of June 30, 2012 to the following accounts receivable amounts no adjustments have been registered as collection was considered reasonable: Liquidity Risk The liquidity risk management policy aims to ensure that at any given moment the profile of the maturity dates of the company s debt matches the capacity to generate cash flow to meet it. The management of liquidity risk therefore includes managing imbalances between the requirements for funds (for operating and financial costs, investments and Soares da Costa I Report & Accounts I First Half

72 debt repayment) and the inflows (receipts from customers, disinvestments, and financing commitments from financial entities). On the other hand, the Group adopts measures to prevent this kind of risks through an adequate and timely cash flow management. In order to manage liquidity risk, the Group maintains a balance between the term and flexibility of contracted debt through the use of phased financing which reflects the requirement for funds. In addition, the Group has hot money accounts and overdrafts which avoid (temporary) cash flow problems. Maturity of the financial liabilities as of June 30, 2012: Maturity Loans Suppliers Investment suppliers Financial leasing Advances from Other Other liabilities Total ,009, ,668, ,310 2,140,278 63,301,295 88,599, ,578, ,067, ,714,328 6,203,455-1,439,037 17,615,076 3,810, ,782, ,506,091 4,413, ,869 1,043,099 2,560,889-80,372, ,475,580 3,408, , ,667-65,602, ,141,523 1,867,218-67, ,667 1,756,514 38,336, ,148,397 53, , ,705,739 After ,307, ,579,233 89,045, ,932,333 Total 1,025,303, ,615, ,310 4,710,996 81,959, ,061, ,380,413 1,751,800, SUBSEQUENT EVENTS There are no material events to report. 34. CONTINGENCIES There were no changes compared to the last published annual financial statements. 35. ACCOUNTS RELEASE S APPROVAL At a meeting held on August 30, 2012, the board of directors authorised the release of these consolidated financial statements. Soares da Costa I Report & Accounts I First Half