Mota Engil

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Contents
Highlights Main events in 2010 Message from the Chairman of the Board of Directors Message from the Chief Executive Officer Consolidated Management Report
Macroeconomic framework Economic and financial review Business areas Engineering & Construction Environment & Services Ascendi Group Mota-Engil on the stock market Risk management s human capital management Activity carried out by non-executive Board Members Proposal for the appropriation of profits The Outlook for 2011 Subsequent events Closing remarks
2 5 6 7 9
10 13 17 17 24 29 33 35 39 41 42 43 44 45
Consolidated Financial Information

Separate Consolidated Income Statement Statement of Consolidated Comprehensive Income Statement Consolidated of Financial Position Statement of consolidated changes in equity Statement Consolidated of Cash-flows Notes to the Consolidated Financial Statements
47
49 50 51 52 53 54
Report on Corporate Governance Practices Annexes

Declaration under Article 245 of the Securities Code Article 324 of the Companies Code Article 447 of the Companies Code Article 448 of the Companies Code Decree-Law 411/91 Article 66.5(g) of the Companies Code Qualified Holdings
129 177
177 178 178 180 180 180 181 185 187 189
Supervision Reports
Report and Opinion of the Statutory Audit Board
183
CONSOLIDATED MANAGEMENT REPORT
Main events in 2010

February 2010 > Partnership agreement signed to set up a company under Angolan law the memorandum of understanding signed in 2009 March 2010 > Award to Glan Agua (a Mota-Engil subsidiary in Ireland) of contracts for the design, construction and operation during 20 years of 25 water treatment plants, in the sum of 55.2 million May 2010 > Acquisition of 50% of a Brazilian company in the waste area, Geovision, in the wake of compliance with Mota-Engil's strategic internationalisation and business-diversification plan > Award to Translei in Peru of works in consortium (50%) in the total sum of 71 million > Award to Mota-Engil Central Europe of jobs in Poland in the total sum of 84 million > Award to Mota-Engil Engenharia (through its branch in Mozambique, in a 50/50 partnership with Soares da Costa) of the construction of the Pan-African Games Village in Maputo, Mozambique ( 114 million) > Acquisition of 25% of the Mexican construction company Idinsa, in the wake of compliance with the strategic internationalisation plan June 2010 > Acquisition of Polish company PRD-M LUBLIN SA, with a view to strengthening the strategic internationalisation plan for Mota-Engil > Ascendi closed an agreement with Brisa for the acquisition of 20% of the equity capital of Via Verde Portugal Gesto de Sistemas Electrnicos de Cobrana, SA (Via Verde) July 2010 > Award to Mota-Engil Engenharia of works in Mozambique in the total sum of 116 million Mota-Engil Angola, in the wake of
Message from the Chairman of the Board of Directors

To the Members of Mota-Engil, SGPS, SA, For the fourth straight year I am obliged, in addressing you, to place emphasis, in the first place, on the crisis which, although it was transverse to every economy, persists in the peripheral, more fragile economies such as the Portuguese economy. The dragging on of the situation has caused a great deal of financial instability on the markets, with the rise of interest rates in Portugal, with fertile ground for speculation, and with the increase of unemployment, and where, despite the drastic measures that are being taken, clear signs of improvement are taking a long time to appear. We are therefore going through a difficult period in Portugal, suddenly made worse by the political crisis in countries of North Africa, causing a sharp growth of oil prices. We are now undergoing a crisis of confidence that needs everyone politicians, journalists, the business community and workers to believe that were are able to overcome it in a Europe that needs to rediscover itself and to acquire once more the leadership capabilities that the European project requires and merits. It was against this background that the Mota-Engil Group carried on its business during 2010 and, as such, its activity could not but have been affected by the worsening of the crisis in the construction industry in Portugal and the need to restrict investment in growth. All this prevented the Group from presenting, in 2010, the growth of turnover that we had planned, though we are proud to be able to state that all the Group 's other profitability indicators were met, thus lending sustainability to the future development of the Group. Meeting these goals was possible thanks only to the strategy that we have been implementing of diversification and greater internationalisation in every business area, meaning that we are now doing business in countries that were not affected by the crisis, such as Angola, Brazil, Peru, Mozambique, Malawi, etc. The established strategy, the powerful cohesion of all and the leadership capabilities are factors that remain intact within our Group, factors, I am certain, that will allow the sustainable growth of the Group to continue in 2011. Antnio Mota Chairman of the Board of Directors
Message from the Chief Executive Officer

To the Members of Mota-Engil SGPS, SA, On the international stage 2010 was a truly adverse year in socio-economic terms, following on the heels of what we have persistently witnessed in recently years. Despite the climate of recession, the global economy and the more developed economies, in particular, were forced to implement measures that decreased investment, lending priority to rebalancing their public finances. This was a relevant fact in Europe, especially so in the peripheral, more fragile economies such as Portugal. Aware of the difficult reality that we have faced in 2010 and can be expected to last for several years, we have adhered without deviation to the strategy idealised and under implementation within the scope of the 2013 Ambition Plan. And were remained true to it for we found, through close monitoring of our position at international level, that the path we have followed is seen, on the geostrategic stage, to be the one most suitable in the light of the growth potential that we see for the Mota-Engil Group. Despite the difficulties with which we are faced, we continue to overcome the head winds and, through a selective strategy of geographic and sectoral diversification, we have been able to grow and, above all, to be more efficient in our operations, rendering the Group's development model more sustainable as far as its future growth is concerned. Focusing on the creation of value and on profitability, we have disinvested in those markets seen to be less profitable, while consolidating our presence where we clearly affirm ourselves through our capabilities and growth potential, and we have made a start to business in new markets and areas where we see opportunities. It was with this integrated, pragmatic Strategic Vision of markets and sectors of activity that it proved possible to generate the greatest consolidated value in international business of recent years, thus offsetting the sharp downturn seen on the domestic market. In 2010 we increased our international presence through greater growth and diversification, generating synergies and greater added value. In this way, we were able to increase operating profits. Combined with extremely selectivity in investment and in debt management, this allowed us to strengthen the Group's financial structure and, at the same time, to open up the way to greater growth capacity in the future. Lastly, I would like to leave a word of thanks for the joint effort of all those that work every day to make MotaEngil what it is today a diversified economic group, a leader in Portugal and one of increasing international presence. Whereas last year I said that we were pursuing a strategy of withstanding the present to win the future, I now say that while the challenge is far from being overcome in the adverse economic climate with which we are faced, WE ARE overcoming the challenges and, step by step, with professionalism, determination and a great deal of hard work by all, we shall do everything to win the future. Jorge Coelho Chief Executive Officer
1. Macroeconomic framework
The international economy Only recently has the global economy started to emerge from the deepest recession since the Second World War. Following a contraction of 0.6% in 2009, global gross domestic product have increased 5% in 2010 and, for 2011, the IMF projections suggest a growth rate of about 4%. In 2010 there was a recovery at differing speeds. The true engine of growth continued to be the emerging markets of Asia (particularly China, with a GDP growth rate of 10.3%, and India which, in 2010, will have increased its domestic product by 9.7%), Latin America and Sub-Saharan Africa, while the developed economies continued to lose ground, dominated by economic and financial concerns. The discrepancy between the growth of the developed and of the emerging economies will continue to attract greatly differing macroeconomic policies. In the USA and Europe the central banks are likely to continue to implement quantitative easing in their endeavour to stimulate economic growth. At the same time, signs of overheating of the economy, driven by the strong inflows of capital, are beginning to appear in some countries of Asia and Latin America, leading the authorities to consider bringing forward restrictive macroeconomic policies to limit the growth of credit, to control inflation and to avoid sudden and sharp exchange rate appreciations. In 2010, growing uncertainties about the solidity of the European financial sector and doubts as to the ability of the Euro Area to resolve its sovereign-debt crisis shook the still fragile financial system. Triggered by the events of last May, with the problems of the Greek public debt, financial turbulence spread across the Euro Area during the closing quarter of the year (affecting Ireland, Spain and Portugal in particular), reaching levels not seen since the launch of the Economic and Monetary Union. Thus, the financial crisis in the peripheral countries of the Euro Area led to more stringent risk analysis, in turn leading to a deterioration of their sovereign-risk premium and to greater restrictions in accessing foreign financing. However, contrary to the Greek rescue plan in May, the financial repercussions on the other countries were limited, and financial conditions even improved outside the periphery of the Euro Area. In 2010, despite the tensions in the financial markets, and with the exception of Greece, Ireland and Spain, there will have been growth in Europe, suggesting a major recovery compared to 2009, largely driven by the rebirth of the global economy. In 2010, the Euro Area will have grown by 1.7%, compared to the 4% downturn in 2009. Despite the recent dynamism, institutions and markets continue fragile and the upturn within EU-27 is set to be moderate in historic terms and also by comparison with other developed economies, essentially the result of the prolonged impact of the crisis and also of the implementation of strong budget-control measures in 2011. Economic recovery is generally taking place as expected, but the risks are still extremely high. Most developed economies and some of the emerging ones continue to face major adjustments and challenges. In the USA, the economy continues to show signs of recovery and, in 2010, its domestic product will have even registered a growth of 2.8%. Nevertheless, the weak points have not disappeared, high unemployment is raising major challenges, the property market continues weak and the financial sector continues to be restructured. During 2010 mineral (oil and metals) and agricultural commodities (maize, cotton and soy) recorded two-digit price growth, even, in the case of some metals, reaching historic highs. The increase of commodity prices was driven by growing demand from the emerging economies, such as China, the world's biggest consumer of iron ore, rubber, copper and zinc, which, in 2010, was the economy that returned the biggest growth rate 10.3% and anticipated to register a 9.6% growth in 2011. As a result of the economic upturn there was an increase of global demand for oil throughout 2010, especially by the emerging countries, and this was reflected in an 8% price increase over the year, to stand at US$ 91 per barrel. The increase of commodity prices was partly responsible for the growth of inflation observed in the emerging economies in 2010. The increase of food prices also played an important part in driving up inflation is some emerging countries, in Asia in particular. The increase of prices in the developing world contrasts with the low inflation rates in Europe and in the United States and with persisting deflation in Japan. The difference is partly a sub-product of the economic recoveries at different rates, stronger in the developing countries when compared with the slow growth of the advanced economies. According to the IMF, inflation is set to remain at 1.5% in the
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developed economies, strongly influenced by the rising energy prices, while in the emerging and developing economies consumer prices in 2010 are expected to have risen 6%, showing signs of overheating. In response to this situation, the central banks of Brazil, India and China (BRIC countries), now responsible for approximately 1/5 of global economic activity, increased their interest rates and are studying additional measures to put the brakes on price increases, food prices in particular. Despite the good rate of growth seen in 2010 insofar as the global product is concerned, the 2011 forecasts suggest a slight slowdown of the rate of global growth, especially evident in the more advanced economies such as the USA, Japan and the Euro Area. The financial markets remain fragile and the tensions in the currency markets as well as the instability of the sovereign-debt market could well pose serious threats to economic growth. The Portuguese economy Triggered by Greece, the crisis in the sovereign-debt markets was one of the major economic events of 2010 in several peripheral European countries. The small economic growth seen in the country over the past decade is pointed out as one of the main hindrances to the balance of Portugal's public accounts, since it constitutes a barrier to attracting funds to cover the expenditure. During 2010, poor budget execution, leading to a public deficit of 7.3% of the GDP, meant that the sovereign-risk premium was penalised by international investors who demanded a yield of over 7% for 10-year debt. Indeed, Portuguese banks were faced with funding difficulties on the international markets, and were essentially financed by the European Central Bank. Despite the instability of the financial market in Portugal and the liquidity problems facing the Portuguese banking system, GDP growth is set to have stood at 1.1%, compared to a 2.6% downturn in 2009. Nevertheless, the IMF projections for 2011 suggest zero economic growth, which constitutes an additional risk for an economic system that is already fragile. It is becoming necessary and urgent to ensure a stringent budget execution, principally against a backdrop of zero growth, if the 4.6% target for the public deficit agreed with Brussels for 2011 is to be met. In 2010, the average annual inflation rate stood at 1.4%, compared to 0.8% in 2009. The unemployment rate rose to historic figures, to stand at 10.9% in the third quarter, causing a widespread worsening of consumer purchasing power and confidence. These factors, allied to the acceleration of the process of budget consolidation, with the announcement of the VAT-rate increase to 23%, the reduction of wages and the freeze on career progress in the public sector, among other measures, may well generate an impact more negative than expected in the short term, even though, in the medium to long term, they could support the recovery of growth in the country's economic activity. The Angolan economy Most of the countries of Sub-Saharan Africa recovered quickly from the international financial crisis. The region is set to have grown by 5% in 2010, returning to the growth rates seen during the pre-crisis period, rising to 5.5% in 2011. The rate of recovery varied throughout the region, though in Angola, the main foreign market for the Mota-Engil Group, recovery was more moderate, with an estimated GDP growth rate of no more than 2.5%. The general increase of commodity prices on the international markets, the great dependence on imported goods and the instability of the currency market were the main reasons suggested for the inflation rate of 15.31% in 2010. For 2011, one of the main objectives of the Angolan market is inflation control, expected to fall to 12% through the use of currency stability as the main instrument. During the second half of 2010 the Angolan authorities made a start to the process of settlement of debt to foreign companies (the Mota-Engil Group was also covered by this plan), which was also one of the main factors, while the government issued treasury bills to cover the main borrowing requirements, allowing the budget deficit to stand at 2% at the year-end. For 2011 the IMF predicts that the Angolan economy will grow by 7.5%, strongly influenced by the good prospects for the growth of the emerging economies of Latin America (especially Brazil) and of Asia, markets that account for about 40% of Angolan oil exports.
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The Polish economy In keeping with the widespread global trend, Europe's emerging countries, harshly affected by the global crisis, also showed signs of recovery, returning an economic growth rate of 3.9% in 2010. The Polish economy is one of the engines of Emerging Europe and, in 2010, its GDP growth rate is set to have stood at 3.4%, rising to 3.7% next year. Notwithstanding these good economic indicators, the country still faces major challenges and budget consolidation is becoming increasingly necessary to reduce the budget deficits that increased sharply during the international financial crisis. Through measures such as the one percentage point increase of VAT and the reduction of public spending through a public sector wage freeze, the Polish government expects to cut the deficit from 8% of the GDP in 2010 to 4.69% in 2011-12. Notwithstanding the positive signals of economic growth, in January 2011 Poland, as a precaution, again requested access to the IMF's flexible credit line in the sum of US$ 30 billion to ensure greater solidity of the public finances, to increase international investor confidence and to combat unemployment, which stood at 11.8% in 2010.
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2. Economic and financial review

Turnover Group
Turnover Business Areas
2,100
1,800 1,500
1,200
900
Million Euros
80%
20%
Engineering & Construction Environment & Services
600
300
0
1,250
1,979
2,005
2008
2009
2010
2009: Pro forma data (use of the equity method in recognising the financial interests in jointly-controlled entities and retrospective application of IFRIC 12 and IFRIC 15). 2008: Pro forma data (use of the equity method in recognising the financial interests in jointly-controlled entities).
In 2010 the Mota-Engil Group returned a consolidated net profit of 69.4 million, of which 37 million are attributable to the Group. The net profit attributable to the Group, adjusted for Martifer's results and other nonrecurrent effects, amounted to 40.1 million (2009: 32.2 million). Turnover in 2010 grew residually, up 1.3% (considering the pro forma 2009 figures), reaching 2.005 billion, (2009: 1.979 billion). The good performance seen in the Environment & Services area (25% growth in 2010) was almost all absorbed by the neutral performance of the Engineering & Construction area (down 3% in 2010). The mix of turnover remained stable when compared to 2009, though emphasis should be given to the slight increase of the relative weight of Environment & Services (2010: 20%; 2009: 17%) and, consequently, a slight reduction of the weight of the Engineering & Construction area (2010: 80%; 2009: 83%). The breakdown of Group turnover was as follows: Engineering & Construction 1.599 billion (2009: 1.654 billion) and Environment & Services 410 million (2009: 329 million).
Ebitda Group 300 250
Ebitda Business Areas
200
150
Million Euros
67%
33%
Engineering & Construction Environment & Services
100
50
0
133.2 2008
196.3 2009
237.3 2010
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Despite an unchanged in terms of Turnover, the Engineering & Construction area returned a sharp improvement of its EBITDA margin in 2010 (10.2% in 2010, compared to 7,9% in 2009), which, allied to the growth of turnover and to the unchanged EBITDA in the Environment & Services area, allowed an excellent operating performance in consolidated terms. Growth of EBITDA stood at 21% (237.3 million in 2010, compared to 196.3 million in 2009). With regard to the EBITDA mix, the performance of the Engineering & Construction area led to a slight increase of its relative weight, now accounting for 67% of the operating profit before depreciation and provisions/impairments (2009: 66%). The Environment & Services area contributed 33% of the EBITDA (2009: 34%). Chapter 3 of this report provides a detailed review of the results and business undertaken by each Group area in 2010.
Net debt excluding non-recourse
2008 2009 2010
Capex
1,200
1,000
800 600 400
Million Euros
E&S 53%
E&C 47%
200 0 1Q 2Q 3Q 4Q
2009: Pro forma data (use of the equity method in recognising the financial interests in jointly-controlled entities and retrospective application of IFRIC 12 and IFRIC 15). 2008: Pro forma data (use of the equity method in recognising the financial interests in jointlycontrolled entities).
In 2010, consolidated net investment amounted to 161 million, with emphasis on the investment in the Environment & Services area, totalling 83 million (including investment in maintenance and growth of the water supply and sewerage concessions, namely in Indaqua Matosinhos, Vila do Conde and Feira, with approximately 33 million, and the acquisition of a holding in Brazil in the waste area for approximately 22 million). The Engineering & Construction area invested a little less, 75 million (mainly in the Africa and America segments, including the acquisition of a holding in Mexico, the remainder having been invested in the holding company and its subsidiaries). Investment in maintenance totalled 59 million. This volume of investment is in keeping with Mota-Engil's investment policy, which is directed at sustainable growth and is based on a balance between the various business areas. In 2010, despite the significant volume of investment, total net debt remained at roughly the level seen in 2009 (2010: 1.015 billion; 2009: 984 million). Emphasis should be given, however, to the downward trend during the 3rd and 4th quarters of 2010. Corporate debt (with recourse) amounted to 907 million (2009: 908 million). Of this sum about 413 million were allocated to the Group's operating activity, the remainder (494 million) being in respect of investment in associates, which does not contribute to the EBITDA, and non-core assets. By business area, 303 million was allocated to Engineering & Construction and 337 million to Environment & Services. Additionally, Group debt also includes non-recourse (contracted within the scope of project finance business,
14
therefore not enforceable on the equityholder), originated by the consolidation of the water and basic sewerage, and port concessionaire companies. In December 2010, the amount of debt without recourse stood at about 108 million (2009: 76 million).
Net Financial Income
-60 50 40 -40 30 20
Million Euros
Net Income
Million Euros
-20
10 0
-0
40,3
2008
47,8
2009
50,9
2010
14,1
2008
32,2
2009
40,1
2010
Financial charges made a negative contribution to Group profits in the sum of 50.9 million (2009: a negative sum of 47.8 million), an increase of about 6% over 2009. As a result of this operational and financial performance the pre-tax profit amounted to 88,3 million (2009: 106 million) and the net profit to 69,4 million, of which 37 million are attributable to the Group.
2010 2009
150 120 90 60
Million Euros EBIT
150 120
Financial
Equity Method
Financial
90
Tax
Tax
Equity Method
MI
EBIT
60
Million Euros Net income
MI
30 0
30 0
In 2010, gains & losses on associate companies ( in the chart) made a positive contribution to net profit in the sum of 7.5 million (2009: 41.4 million). The 2010 figure essentially comprises two effects of contrary sign: the Group's share of the losses of Martifer Group in the sum of 20.6 million (2009: 40.4 million of profit), and the gain of 17.4 million on the reclassification of gains previously recognised under other comprehensive income, through the reduction of interests in jointly-controlled entities in the wake of the process of dispersal of the equity capital of the Ascendi group.
Net income
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Order Book
Order Book
3,600 3,000 2,400 1,800 1,200

Million Euros
E&S 12%
E&C America 7%
E&C Portugal 37%
E&C Africa 28%
600 0
1,502
2007
1,900
2008
3,556
2009
3,300
2010
E&C Central Europe 16%
The order book at the end of 2010 amounted to about 3.3 billion, of which 2.9 billion in respect of the Engineering & Construction area. During 2010 the Group strengthened its African and Latin American order books, particularly in Peru and Mozambique, which offset the reduction seen in another markets. As usual, the order book for Environment & Services has to do solely with provision of services contracts secured in the Waste and Multi-services segments. In its order book the Group does not consider predictable income stemming from the water and sewerage (which now has a greater weight in consolidated turnover) and from the operation of marine ports.
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3. Business Areas
Engineering & Construction
Turnover
2.100 1.800 1.500 1.200 900
Million Euros Million Euros
Ebitda
300 250 200 150 100 50 0
600 300 0
1.037 2008
1.654 2009
1.599 2010
81,9 2008
130,1 2009
162,5 2010
The Mota-Engil Group turnover in Engineering & Construction amounted to 1.599 billion in 2010 (2009: 1.654 billion), a decrease of 3% compared to 2009. This was the result of different segments performances, having occurred a reduction of the performances obtained in the segments of Portugal (24% decrease in turnover) and Central Europe (decrease of 17% of turnover) and a enhanced performance of the Africa (26%) and America (95%) segments. The Angolan market contributed to the good performance of the Angolan market, which continues to grow at a good rate and, in 2010, this market generated turnover in the sum of 452 million, compared to 403 million in 2009. At the same time, the order books of the other countries of this region grew sharply, with emphasis on Mozambique where revenues reached 58 million (2009: 16 million) The business in Central Europe was affected, on the one hand, by an exceptionally rigorous winter at the beginning of the year and, on the other, by the discontinuation of the business in Hungary, Romania and Slovakia. The exceptional growth secured in Poland (29%) offset the reduction of business in the other countries of Central Europe. Turnover in this country in 2010 totalled 191 million (2009: 148 million), while the order book predicts a good performance in 2011 at this level. As far as the operating profit of the business area is concerned, the EBITDA margins grew when compared to 2009 (10.2% in 2010, and 7.9% in 2009), while the EBITDA increased by about 25% (162.5 million in 2010, compared to 130.1 million in 2009).
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Net Financial Income -30
Net Income
90
Attributable to the Group Non Controlling Interests
64.3
-20
60
43.6 42.7
Million Euros
Million Euros
-10
30
11.3
43.2 21.6
-0
20.7 2008
21.2 2009
18.7 2010
11.7 2008 2009
2010
The financial results of the business area made a negative contribution to the Group's net profit in the sum of 18.7 million (2009: a negative contribution of 21.2 million) a reduction of some 11% compared to 2009. As a result of a better operational and financial performance the pre-tax profit amounted to 74 million (2009: 59.2 million) and the net profit to 64.3 million (2009: 43.6 million, of which 39.2 million are attributable to the Group), of which 42.7 million in respect of the profit attributable to the Group (2009: 43,2 million).
Turnover Engineering & Construction 1,000 800 600 400

Million Euros
EBITDA Engineering & Construction 120
100
80
2009
2010
Million Euros
60
2009
40
20 4 8
2010
200 0 879 664

Portugal
287 239
Central Europe
497 626
Africa
42 83
America
53 42
Portugal
73 107
Africa
Central Europe
America
Following the guidelines of the Group's 2013 Ambition Plan of diversification of the business and of the risk, emphasis is given to: growth in Africa; consolidation of Mota-Engil Central Europe, with historic results; implementation of Mota-Engil Angola in partnership with a consortium of Angolan companies headed by Sonangol; the move into Mexico through the acquisition of a stake in Indinsa; diversification of the business in Peru, culminating in the change of identity of Translei to Mota-Engil Peru; and also the approach to the markets of Brazil and Columbia.
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Portugal The Portugal business segment also includes residual activity in the Engineering & Construction area in Spain and Ireland. In Portugal, Engineering & Construction business has undergone a severe crisis for several years, with weak demand, excessive installed capacity and shrinking margins. Influenced by a profoundly adverse economic situation caused by the international financial crisis begun on 2008, the sector again returned a decline of its activity in 2010. It is a long, systemic and profound crisis that has heightened even further in 2010. Following an attempt in 2009 to use public investment as the main policy instrument to stimulate the economy as a way to attenuate the impacts of the global financial crisis, this continued to be the main policy instrument employed in 2010, though now for the opposite effect of consolidating public finances. In this connection, the successive austerity policies that have been implemented since the beginning of 2010, and are expected to continue in 2011, contributed to the downturn of public-investment spending and, consequently, of the industry. Most of the indicators show a decline of construction output volumes of around 6.5% (a downturn of 9% in 2009). Despite everything and the austerity measures in particular, the production indices for civil engineering and non-residential public buildings performed better than those for the private buildings segment. Given the characteristics of the economic and financial crisis that struck the world in 2008 and had serious repercussions in our country, the residential-building construction segment in 2010 was again the one that saw the biggest decline of production, down by around 15%, despite the slight improvement compared to 2009. In accumulated terms, this business will have lost about 59% of its output volume since 2002, and, in 2010, it accounted for just 29% of the Industry's total production, whereas in 2001 it was equivalent to 46.5%. In fact, this segment has been the hardest hit by the financial crisis, which, with its powerful impact on the banking system, was reflected directly in the residential market given the restrictions imposed on families in obtaining home-purchase loans. This factor, allied to the growing economic difficulties stemming from the increase of unemployment, as well as to the widespread of serious confidence crisis, has led to a drastic reduction of demand for housing. As a result of the economic crisis, the non-residential buildings segment again went through a considerable decline in 2010, mainly as a result of the downturn seen in the private component caused by the postponement by the economic agents of a part of their investments. All this notwithstanding, the public component of nonresidential buildings construction counteracted this negative evolution, taking advantage of the school-buildings rehabilitation programme implemented by Parque Escolar, which continues its work throughout 2010. It is estimated that the public component of non-residential buildings construction increased by about 3% during 2010, contrary to the private component, in which the output will have fallen by some 9%. In aggregate terms, the combined production of non-residential buildings will have fallen by 4.9% in 2010. Contrary to the prospects set out at the start of the year, as a result of the budget stimulus measures then announced based on the relaunch of construction activity, the volume of work associated with civil engineering works will have declined by about 1% in 2010 In fact, the major restrictions imposed by the government with a view to the reduction of the budget deficit led to a postponement of part of the works initially planned for 2010. As a result, there was a sharp reduction of the amount of works adjudicated, compared to 2009. The total value of work adjudicated in 2010 (2.1 billion), reflects a reduction of 48% compared to the amount adjudicated during 2010. Notwithstanding, it is with optimism that the Group views 2011, and it expects that it will come to be a year of improvement of this cycle of recession in the construction industry in Portugal. The turnover of the business area in Portugal (not including Spain and Ireland) was greater than 641 million (2009: 778 million). Despite a smaller activity in 2010, operating profitability has kept a fairly good performance, partly due to the result of the backlog quality that is being gathered either in highway construction and civil engineering. Taking these difficulties of the domestic market into account, allied to the dynamism of the process of internationalisation of the construction business, the weight of the domestic market again fell as a
19
proportion of the total turnover of this business area: in 2010 the Portuguese market accounted for just 40% of the Group's construction business (2009: 47%). There was also an alteration of the type of works, with a growth of highway works and a focus by production on larger contracts involving fewer buildings yards than in 2009. For their importance the following jobs are underscored:
Centre for the Unknown, for the Champalimaud Foundation;

- Operational Fuel Group for ANA - Lisbon Airport; - INL- Nanotechnology Institute - Loures and Terceira Island Hospitals; - New Coach Museum
Emphasis is also given to the construction of several hydraulic infrastructures for EDIA (Alqueva Dam Company) and the DGADR (Agriculture & Rural Development Directorate), as well as several School-Remodelling contracts for Parque Escolar, outstanding for having met very tight deadlines and quality goals. Central Europe The Engineering & Construction area, though currently doing business in five countries of Central Europe (Poland, Czech Republic, Slovakia, Hungary and Romania) focuses its activity primarily on Poland. The construction industry in Poland has undergone rapid development and growth since 2007-08, essentially owing to Euro 2012, investment in infrastructure financed by the European Union and growth of the property market. Although the development has been somewhat hampered by the financial crisis of 2008, the significant increase in building-materials production in 2010 suggests that construction activity is quite robust, despite the fact that the official indicators do not show this. With regard to the property market, the impact of the international financial crisis continued throughout 2010, penalising both the average selling prices and the number of transactions in most countries of Central Europe. The strategic plan drawn up for the Group's real-estate business in the region is based on the residential segment in the cities of Warsaw, Krakow, Prague and Bratislava as the priorities, as well as on the definition of the maximum number of homes to be built each year in each of these cities. Despite a first half of 2010 marked by a severe winter followed by flooding during the spring and by the cancellation of the D1 Project in Slovakia, the better weather during the second half and the order book secured in Poland allowed a recovery of the rate of production and meant that the goals established for 2010 could be met. In organisational terms, the year saw the implementation of a cycle of alterations to the Corporate Management Model and the modernisation of the Management Systems of Mota-Engil Central Europe. A new stage began in 2011 with a clear strategy, involving a particular focus on Efficiency, Productivity, Innovation and greater Internal Cohesion. Solidification of the development strategy and regional consolidation will continue to be implemented, pursuing the target of covering the whole of Poland. In parallel, the priorities have been defined as diversification of construction in the environment segment in particular, hydraulic works and flood protection and prevention and intensification of civil construction activity, with a focus on the company's own property developments. Turnover in 2010 amounted to about 239 million, while EBITDA stood at some 7.8 million. The order book secured in Poland in the Infrastructure sector allowed Mota-Engil Central Europe to maintain the trend of sustained improvement of operating performance seen in recent years. Business in Poland accounted for about 79% of the region's Turnover (2009: 52%). The year under review was marked by the following awards of major contracts in Poland:
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- S3 Expressway located west of Poznan, along the axis connecting Swinoujscie on the Baltic Sea with Jakuszyce on the border with the Czech Republic (length 16 km). The project value amounts to about 76 million; - Link-up of John Paul II Avenue with the A4 Motorway in the city of Tarnw, with a value of nearly 8 million; - Przemyl Bypass, with a length of 4 km and a value of about 45 million; - Dobczyce Bypass, with a length of 2.2 km, including a new 500-metre bridge. In terms of projects under way and jobs inaugurated during 2010, the following warrant particular emphasis: - Design and construction of a 22.1 km section of the S8 Expressway between Wroclaw and Olesnica, for the sum of 87 million; - Design and construction of a 22.75 km section of the S8 Expressway between Jezewo and Bialystok, for the sum of 123 million leader with 51% of a consortium with Strabag; - S7 Expressway between Skarzysko/Kamienna/Wystepa, over a distance of 13.7 km, including the construction of 2 interchanges and 29 engineering works. The contract value amounts to 160 million. The job is scheduled for handing over in the spring of 2011. Mota-Engil Central Europe considers that a policy of proximity with the regional customers is essential, based on the company's own production capacity and permanent facilities, asphalt plants in particular. To this end, 2010 marked an increase of the regional consolidation strategy through execution of medium-size contracts, and emphasis is given to the acquisition, in June, of the company PRD-M LUBLIN SA, a reference in the Lubelskie region. The start to activity in the Lubuskie and Slaskie regions also extended the field of action, till then centred on the regions of Malopolskie, Lubelskie, Dolnolskie, witokrzyskie, Podkarpackie and Podlaskie. Activities are scheduled to commence in 2011 in the region of Pomorskie (Gdansk). With regard to the real-estate area and to meet the goals set up in the strategic plan, particularly with regard to the number of homes to be built each year in each market, activity in 2010 was focused on the development and optimisation of projects in the portfolio scheduled to start construction in 2011 and 2012. In this connection, emphasis is given to the third stage of the Soltysowska project and to the second stage of the Devonska II project, both of which are scheduled to begin construction during the second quarter of 2011. About 180 apartments were sold during the year, and emphasis is given to the finalisation of the sale of the Kordylewskiego project in Krakow, and to the first stage of the Devonska project in Prague. The commercial success of the Soltysowska in Krakow continued, with sales standing at more than 100 units per year for the second straight year. The year under review was also marked by the coming into operation of the first hotel owned by the Mota-Engil Group in Central Europe, located in the city of Budapest and operated by a renowned international brand, and by the sale of the 60% stake in the Kozielska residential project in the city of Gliwice, in Poland. In 2010 a start was made to the construction of the Steinerova project in Prague and to Tower B of the Mierova project in Bratislava. The year was also marked by the start to the licensing process for the Wilanw project in Warsaw, the Kilinskiego project in Lodz, and the Bergamon project in Bratislava. Attention is also drawn to the investment in the acquisition of a 50% stake in the Bergamon project in Bratislava. With regard to the Construction segment in Hungary and Romania, efforts continued with a view to concluding the remaining work. These operations made a negative contribution to the EBITDA of the business area in the sum of 4.2 million, essentially stemming from the cost of demobilisation and from works under warranty.
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Africa The Engineering & Construction area operates in the following countries of Africa: Angola, Mozambique, Malawi, So Tom e Prncipe and Cape Verde. The Mota-Engil Group has been present in Angola for more than 64 years, and it is still seen as one of its natural markets. In this connection, and as a sign of the deepening of the historic relations that the Group has in this country, Mota-Engil Angola was set up, a landmark that constitutes the start of a new cycle in the life of Mota-Engil in this country. This company is the result of a partnership between the Group, with 51% of the equity capital, and an Angolan consortium headed by Sonangol, the oil company, with 49% of the equity capital. This company will come to carry out the greater part of the business now carried on by Mota-Engil Engenharia e Construo through its Branch, which will be maintained. The process of transferring the assets and financial holdings to the newly-created company will be concluded during 2011. Engineering & Construction business in Angola had an excellent year, once again, in 2010, with turnover amounting to 452 million, a growth of 12% compared to last year (2009: 403 million). This market already accounts for 28% of the total turnover of the Engineering & Construction area (2009: 24%) and 23% of the total turnover of the Mota-Engil Group (2009: 20%). In operating profit, too, 2010 was a very good year, with the EBITDA margin standing at 16.1% (2009: 14.6%). Despite the global crisis, the start of 2011 in the Angolan market continues to be viewed with some optimism and the expectation of the Group is that it will be able to secure growth, underpinned by a robust order book (now standing at 443 million) that is being further consolidated. Mota-Engil intends to diversify the business in Angola in the Engineering & Construction area and, for the purpose, it is focusing on new industrial activities associated with the construction industry, particularly through Novicer, dedicated to ceramics, and through Fatra, dedicated to wire-drawing. In the other African markets in which the Mota-Engil Group does business, the year under review was also quite good, in Malawi, Mozambique and Cape Verde in particular, where the Group has strengthened its presence, especially in the area of highway construction and maintenance, having an order book worth more than 447 million at this time. The backlog grew in these markets was possible due to the recognised prestige that has been built up by its position in the marketplace, governed by correctness and competence in execution of works as the bridge of the Zambezi or the port of Nsanje in Malawi. In Mozambique, the Group achieved Turnover in the Engineering & Construction area in the sum of 58 million in 2010 (2009: 16 million), a growth of business in the order of 262%. The Olympic Village and Swimming Pools job for the 10th African Games, to be held in Maputo, began in July, involving the construction of 848 apartments to accommodate the participants in the event, including the respective roadways, landscaping and all infrastructures. The contract, also involving a consortium, also calls for the construction of the pavilion for the Olympic Pool. The Tete Bridge Project, which implies the construction of an access viaduct, a bridge over the Zambezi River and the accesses to the structure, and rehabilitation of the highway between Cuchamano and Zbu, over a distance of 260 km, began in July. The job is being undertaken in consortium and is scheduled for conclusion in June 2014. Also in Mozambique, the year under review also marked the start to the rehabilitation and improvement of a highway about 84 km in length. The contract calls for earthmoving, all necessary highway and complementary works, as well as the construction of walkways along the existing engineering works. The Mota-Engil Engenharia Mozambique Branch is responsible for the whole of this job, scheduled for conclusion in April 2013. The African business segment increased its turnover in 2010 by 26% to 626 million (2009: 497 million). This market already accounts for 39% of the total turnover of the Engineering & Construction area (2009: 29%) and 31% of the total volume of the Mota-Engil Group (2009: 25%). In operating profit, too, 2010 was a very good year, with the EBITDA margin standing at 17.1% (2009: 14.7%).
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America The Engineering & Construction area does business in the following countries of America: Mexico and Peru. In Peru, 2010 was yet another good year for the business in this country, and the stability of the market allowed ongoing development of the strategy of growth and enhancement of our local associate. At the year-end meeting the goal of harmonisation of the Mota-Engil brand, on the one hand, while also strengthening the diversification strategy that has been implemented in the Peruvian market since 2008, on the other, the company's name was changed from Translei to Mota-Engil Peru. In Mexico, a start was m -Banderilla y Libramiento de Xalapa" motorway, calling for an investment in the construction area of about 179 million. In order to comply with the strategic internationalisation plan, Mota-Engil acquired a holding in a Mexican construction concern, Idinsa. Through this subsidiary, the Group expects to drive the growth of construction activity in the Mexican market, taking advantage of the opportunities provided by the Mexican government's 2007-12 National Infrastructure Programme, estimated at a total of 60 billion. The Group's objectives also include extending its presence in the America business segment. For the purpose it plans to acquire a majority stake in a company operating in the Brazilian market and another in the Colombian market. The economies of both markets have good growth rates, which, allied to the plans calling for major investment in public infrastructure, make them a priority for the international expansion of the Engineering & Construction business area. The America business segment increased its turnover in 2010 by 95% to 83 million (2009: 42 million). The performance of the operating profit was also positive, with EBITDA standing at 5.8 million, compared to 1.1 million in 2009.
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Environment & Services
Turnover 500
Ebitda
100
400
80
300
200
Million Euros
60 40
Million Euros
100 0
20 0
212 2008
329 2009
410 2010
50.7
66.8
80.8
2008
2009
2010
The business of the Environment & Services area was excellent in 2010, in terms both of turnover and of operating profit. Turnover in 2010 amounted to 410 million (2009: 329 million), a growth of around 25%. This growth, allied to a continuation of the EBITDA margins (2010: 19.7% and 2009: 20.3%) led to major improvements in operating performance, EBITDA having grown by about 21% (2010: 80.8 million and 2009: 66.8 million).
Net Financial Income

-30 20
Net Income
Attributable to the Group Non Controlling Interests
15 -20 10
Million Euros Million Euros
9,8 4,5
11,3 2,5 8,8 9,1 9,2
-10
-0
13,4 2008
18,7 2009
23,6 2010
5,3
0
2008
2009
2010
Financial charges made a negative contribution to Group profits in the sum of 23.6 million (2009: a negative sum of 18.7 million), an increase of about 25% over 2009. As a result of this operational and financial performance the pre-tax profit amounted to 21.6 million (2009: 20.2 million) and the net profit to 9.1 million (2009: 11.3), of which 9.2 million in respect of non-controlling interests.
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Turnover Environment & Services
EBITDA Environment & Services
160
140 120
50 40
100 80
60
Million Euros
2009
2010
30 20
Million Euros
2009
2010
40
20
0
10 0
112 119
Waste
47 77
Water
151 159
Logistics
53 58
Multi-Services
26 32
Waste
16
18
25 32
Logistics
Water
Multi-Services
2009: Pro forma data (use of the equity method in recognising the financial interests in jointly-controlled entities and retrospective application of IFRIC 12 and IFRIC 15).
The Logistics segment continued to account for greater part of this business area, accounting for about 39% of its turnover. This is followed by Waste, with a relative weight of 29%. These two segments accounted for about 67% of the total for the Environment & Services area in terms of turnover (2009: 72%) and 75% (in terms of operating profit as measured by EBITDA (2009: 73%). Waste In 2010 the waste business returned a growth of 6%, its turnover changed from 112 million in 2009 to 119 million in 2010. In EBITDA terms the margins improved (27% in 2010, compared to 23% in 2009), contributing to the growth of EBITDA by about 22% compared to last year (2010: 31.7 million; 2009: 26.1 million). Based on the Suma Subgroup, the Waste business segment involves over thirty companies that provide excellence in the integrated management of the life-cycle of Waste. The leading position in the national Waste market, with over a decade and a half of consolidated experience in the service of the Environment and of the population, has been synonymous to sustained growth and is the engine of an ambitious internationalisation project. On a par with the diversification of services, with a focus on the industrial waste and treatment market, internationalisation is a pole of business development in this segment, enlarging the geographic scope to markets of Central Europe, Africa and Latin America. The acquisition of Geo Vision, a group of companies engaged in general waste management in Brazil, is the most recent focus abroad, reflecting exponential growth beyond our borders. The Waste Sector in Portugal is characterised by persistent stagnation of the business growth, while privatisation of the services is still far below expectations and far lower than the European Union's benchmark figures. Suma has a market share of 54% of the country's privatised market in the collection of solid urban waste and urban cleaning, serving about 2.3 million inhabitants in 54 municipalities. With regard to the solid urban waste management and treatment segment, Suma does business in 36 municipalities, serving over 600,000 inhabitants in Portugal. Abroad, the population covered in Poland is nearing 1 million and in Angola over 1.5 million, while in Brazil about 4 million are covered by the Group's services. The importance of internationalisation is clear to see in the increase of turnover generated in the Waste segment and its relative weight as a proportion of total turnover its already about 20% in 2010, generated by Vista Waste Management in Angola, which provides wastecollection, urban cleaning and environmental education services, and Ekosrodowisko in Poland, which provides services in the area of collection and urban cleaning, snow clearing, interiors cleaning and garden maintenance. Suma continues to be the company that contributed the most to the turnover of the segment, standing as the benchmark player in the solid urban waste and urban cleaning market, though mention must be made of the major contribution of the firms Correia&Correia, Enviroil and Triu, operating in the industrial waste market.
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The Waste segment involves about 4,700 workers, providing service in Portugal and abroad, and this, together with over 1,300 items of engine-driven equipment, demonstrate the dimension of a Group that focuses with great ambition on this business area. The Group has several certifications and accreditations in integrated management systems set up at its companies, and Suma is widely recognised as an example of success in its field of operations. It has an unmatched profile on the domestic market, investing in the Quality, Environment and Safety areas with a view to ongoing improvement and compliance with the standards of excellence that are among the attributes of the Group. Market research and the identification and selection of businesses abroad has came to be of greater importance, not only from a standpoint of breaking into new markets but also in the transposition of the analysis models and in preparation of commercial offers in countries where we already do business. This vector is advancing and there is great growth potential, and being also necessary to take full advantage of Suma's experience and to exploit the potential of the investments already made. Despite the negative economic surroundings and the difficulties facing organic growth through calls for tenders in Portugal, an analysis of the main indicators shows that Suma is in a position of continuity, demonstrating the dynamism and commitment required to maintain its status of market leader in its field of operations, while assuming once more its commitment to sustainable growth and consolidation. The safeguard of sustainable development and of the wellbeing of the population is the challenge to which Suma seeks to respond at all times, through diversification and through the progressive advance of its companies and of their provision of services and complete, integrated, competitive and economically viable solutions in the construction of a better environment. Water The Water business segment includes the water supply and sewage concessions of the municipalities of Fafe, Santo Tirso, Trofa, Santa Maria da Feira, Matosinhos and Vila do Conde, controlled by subsidiaries of the Indaqua Subgroup. It also includes a public-private partnership with the municipality of So Joo da Madeira, for the management of the public municipal water supply and wastewater and storm-water collection service in the municipality. On the international market, Indaqua has, since 2009, controlled Vista Water, a company that operates within the Angolan market, fully focused on the Water and Sewerage sector. Indaqua is the biggest private Portuguese operator insofar as municipal water concessions are concerned. Taking into account that sewerage services are not provided in the Fafe and Santo Tirso/Trofa concessions, Indaqua is not the leader, but ranks second in the market. The evolution of the domestic market in 2010 was not favourable to Indaqua's growth prospects in that few calls for tender were issued and those that were successively postponed. This notwithstanding, the total number of Indaqua customers, as at December 2010, exceeded 203,000, with the volume of water billed totalling around 24 3 million m , increases of about 3% and 6% respectively over 2009. The total number of Indaqua sewerage customers as at December 2010 amounted to around 137,000, generating sewerage billing in the order of 16 3 million m , increases of about 4% and 8.5% respectively over 2009. At the start of 2010, Indaqua acquired 5% of the equity capital of Indaqua Feira, and now holds 98% of the company's equity capital, and the remainder of the equity capital of Indaqua Fafe and of Indaqua Santo Tirso/Trofa, as from when it holds the whole of the equity capital of these concessionaire companies. Investment by the segment in Portugal amounted to 33 million, the larger part invested in infrastructure, involving the construction of sundry works as defined in the Investments Plans of the concessionaire companies. Of the relevant aspects of the business in 2010, emphasis is given to the new SAP IS-U customer-management applicational platform now uniformly transverse to all the concessionaire companies. On the international market, in 2010, Vistawater consolidated the consultancy contract entered into with the Energy and Waters Ministry in respect of advisory services concerning the public investment programme "Water for All", a contract expected to last until July 2011. Additionally, the Angolan company has developed another business area related with the sale
26
of equipment and technological solutions in the water area. The year under review was also marked by an intense search for new geographic markets, essentially in South America. It has been confirmed that the Brazilian and Peruvian markets provide interesting macroeconomic conditions for investment, although, as a result of the overheating of these economies, assets are inflated, constituting two major risks: slowdown of the economy and currency depreciation. Several possibilities of acquisition of relatively small local concessionaire companies have been determined in Peru. In Brazil, where business is high given the existence of a very large investment plan for the coming years in the field of basic sanitation, including the fresh-water supply, wastewater, solid-waste management and urban storm-water management, the Group is actively seeking investment opportunities. In turn, in Ireland, there are great expectations as to the development of the market, given the shortfall of infrastructures in the water segment. For 2011, Indaqua expects that 2 to 4 calls for tender will be issued for concessions or participation in municipal companies, and it plans to take part in them all. The business in 2011 will still be centered on further search for new businesses in those geographic markets defined as priorities, on the definition of new business areas in the non-regulated market, and on the consolidation of the harmonisation of the procedures of the various concessionaire companies with a view to improvement of their quality, environment and safety systems. Logistics The Logistics segment embraces all the Group's activities in the logistics sector (operation of road-rail terminals, integrated logistics and carriage of goods by rail) and ports sector (operation of marine terminals). Tertir, a Group holding company for the logistics area, occupies a leading position in port-terminal operations (Lisboa, Leixes, Setbal and Aveiro). Consolidating its know-how in public infrastructure concessions, it also carries out integrated stevedoring, road and rail transport, logistic and intermodal services, distribution, forwarding and other related services, Here, it is outstanding as the first private Portuguese operator to move into the carriage-of-goods-by rail market and is co-promoter of the country's biggest logistics platform, which is located at Poceiro and will serve the city of Lisbon, the future Lisbon airport and the ports of Lisbon, Setbal and Sines. Internationally, the Group does business in several countries, with emphasis on the 30-year concession of the port of Paita in northern Peru, awarded in 2009 to a consortium controlled by the Group (Terminales Portuarios Euroandinos) and to Transitex, a cargo forwarding company that deals with the movement of containers between logistic platforms and port terminals in countries such as Spain, Mozambique and Mexico. Against a backdrop of poor economic activity in Portugal, this business segment has returned solid results, opening up excellent prospects in focusing on the various businesses linked to the logistics value chain. During 2010, the Group reorganised the companies of the logistics segment through various mergers and swaps of holdings. This concentrated the business of some companies in just one and placed all the logistics companies under the control of Tertir. In the wake of the revocation by the Assembly of the Republic of the decree-law that extended up to 2042 the Alcntara terminal concession, an court of arbitration was set up to decide whether there are legal grounds for this revocation. Liscont, supported by the opinions of professors of law of repute consider that the revocation of the terminal's concession is unconstitutional, reiterates the complete legitimacy of its legal position. In 2010, the Tertir Group maintained its focus of the foreign markets in which the Mota-Engil Group operates, with emphasis on the increase of Sonauta's operating capacity. This Angolan company is specialised in coastal shipping between the various ports of Angola and of other African companies, having invested in a barge of a capacity of 750 tonnes, fundamental to the growth of the company's business. With regard to rail transport, Takargo Rail, following its award of a carriage of goods by rail operator licence in 2006, consolidated its operations as the Iberian benchmark in the carriage of goods by rail.
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The Logistics segment continued to account for majority of this business area in 2010. With a growth of 5% over 2009, the segment generated turnover in the sum of 159 million (2009: 151 million). In EBITDA terms the margins improved significantly (20.3% in 2009, compared to 16.7% in 2009). For this reason, despite the increase of turnover, the EBITDA grew by about 28% compared to last year, to stand in 2010 at 32.3 million (2009: 25.2 million). This performance reflects the growth of Portuguese exports in 2010, which had a direct impact on port activity and on road and rail transport.
Multi-Services The Mota-Engil Group involves a number of companies engaged in the provision of services in which subcontracting is seen to be an interesting alternative for their customers, who are thus able to outsource activities that are not part of their core business. Of the companies that make up this area, mention should be made to the activities of the industrial and buildings maintenance segments, through Manvia. This company also operates in the field of pipeline rehabilitation through Manvia Condutas. Another field of intervention is landscape architecture and design, construction and maintenance of green spaces and golf courses, through Vibeiras and reagolfe respectively. Vibeiras is also involved in the Angolan market through Vbt. Also to mention the involvement in the car-park concessions market through Emsa and Parquegil, companies that have car parks under concessions in several Portuguese cities. Lending continuity to the process of internationalisation of Vibeiras, emphasis is given to the set up of the firm Vibeiras Moambique with a local partner of importance. Lastly, emphasis is also given to Lokemark, a company specialised in the outsourcing of billing and mail finishing and direct-mail services, and to Vortal, a pioneer company specialised in the development and management of electronic-transactions platforms. With the exception of golf-course construction activity, which declined in 2010, all the other Multi-services businesses continued to grow, substantially in some cases, as in the case of the business of Glan Agua, Manvia, Vortal and Lokemark.
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Ascendi Group The Ascendi Group is the result of the partnership entered into between the Mota-Engil Group and the Banco Esprito Santo Group at the end of 2006 for the transport-concessions area. This partnership called for the set up of a new autonomous vehicle. Nevertheless, the difficulties arising from the need to safeguard the operational efficiency of the implementation of the partnership led to parties to alter the configuration of the operation, and it came about through the concentration of the holdings in Mota Engil Concesses de Transportes, renamed Ascendi Group in the meantime. This transfer of holdings began with an operation undertaken on August 24, 2010, in which the equity capital of the Ascendi Group was increased through subscription by ESConcesses involving payment in kind of the equityholdings in the , Costa de Prata , Beiras Litoral e Alta and Porto concessions. The transfer of the other holdings is scheduled to take place during 2011. With a view to strengthening and consolidating public recognition of the Ascendi brand, the process of implementation of the new image took place during 2010, culminating in July with the alteration of the corporate names of 7 concessionaires and 7 operators, (of the , Costa de Prata , Beiras Litoral e Alta , Porto , , Douro Interior and Pinhal Interior concessions). Through this alteration all the companies came to have the name Ascendi in their designation. Douro Interior Sub-concession On March 26, 2010, the Court of Auditors gave its approval to the Douro Interior Sub-concession, allowing the construction activities to go ahead on a regular basis. During December 2010 the first two green-field sections of the sub-concession were opened to traffic (Trancoso/Celorico da Beira section of the IP2, over a distance of about 14 km; and Mura (IP4) / EN 212 Interchange section of the IC5, over a distance of 7 km). Pinhal Interior Sub-concession The Sub-concession contracts and the respective financing contracts were signed in April 2010. This subconcession was contracted on the basis of a mixed scheme availability and service charge and it has a life of 30 years. The initial investment amounts to approximately 1.429 billion. Of this investment about 210 million will be financed by own funds and the remainder by loans to be taken out from the EIB and commercial banks totalling some 1,200 million. The value of the construction contract is 958 million and the construction consortium is headed by Mota-Engil (53.52%). The sub-concession is mainly controlled by the Ascendi Group (79.99%). During 2010 a start was made to the construction work, which is going ahead in keeping the completion deadlines initially estimated. Overall Agreement with the State During 2010 alterations to the concession contracts were signed and implemented and, related therewith, to the financing and operating contracts in respect of the North, Costa de Prata, Beiras Litoral e Alta, Greater Porto and Greater Lisbon Concessions. The alterations to the Concession Contracts essentially involved the form of remuneration of the activities of the concessionaire companies, which changed from real or shadow toll remuneration to a remuneration based on availability of the highway infrastructure under concession. Electronic Toll Collection (Ascendi O&M) Concluding an intense, demanding process of development and integration of information and operational systems, Ascendi O&M was able to make a start, on October 15, to collect tolls from the users of the Costa de Prata and Porto Concessions through a novel, fully-electronic system of the Multi Lane Free Flow
29
(MLFF) type. All together, the system comprises 42 collection points. It is now one of Europe's biggest (if not the biggest), with a capacity to collect tolls for every type of vehicle (both light and heavy), putting Ascendi O&M at the forefront of Europe in the development of technological toll collection systems using solely electronic means. The potential to globalise these systems is frankly large in view of the widespread acceptance of the user-payer principle, as demonstrated by the fact that, as a result of a process begun at the end of 2010 and concluded in January 2011, Ascendi O&M contracted the installation and made a start to the operation of a further two MLFF systems in Portugal, one on the Beiras Litoral e Alta Concession, the other on the North Interior Concession (in which the Ascendi Group does not participate), with a total of 52 new collection points. Lusoponte During 2010 the Lusoponte operation evolved as normal for a concession at its stage of maturity within the present macroeconomic framework. It should be pointed out, however, that the importance of the Via Card automatic payment means increased even further, accounting in 2010 for 10.0% of total traffic. On the April 25 Bridge it amounted to 13.4%, a growth of transaction numbers in the order of 2.4% compared to 2009. With regard to the involuntary-violation recovery system known as photo-tolling, installed in 2004, its contribution to the reduction of violations (non-collectables) has allowed the recovery of about 63% of all violations initially recorded. South Tagus Light Railway Concession The business took place as expected and there were no outstanding differences in the indices for demand, income and costs. It should be pointed out that in 2010 the integrated environment, quality and safety system certification was obtained with no non-conformity. A negative factor to be noted was the delays to receiving the contractual compensations owed, which caused serious cash-flow restrictions. Increasing in stake in Portugal Within the scope of the process of stake reorganisation and lending continuity to the strategy of increasing its role in Portugal, the Ascendi Group acquired at the end of 2010 the stake that Odebrecht and BCP had in the , Costa de Prata , Beiras Litoral e Alta and Porto Concessions. The stake that was acquired from Odebrecht amounted to 13.87% of the North Concession and 14.23% of the Costa de Prata , Beiras Litoral e Alta and Porto Concessions, at a cost of 126 million. The holdings acquired from BCP amounted to 6.67% of the Concession and 7.5% of the Costa de Prata , Beiras Litoral e Alta and Concessions, at a cost of 51,9 million. Acquisition of a holding in Via Verde Portugal With a view to consolidating the skills in the field of electronic toll collection, driven by the great development of activity generated by the start to the new MLFF systems, a 20% stake was acquired in Via Verde Portugal in October, through Ascendi O&M. Business Carried on on the International Market in 2010 About to complete two years in operation, the Rodovias do Tiet Concession has contributed to the development of the region in which it is located. The recovery of the more than 400 km of highways allowed the traffic levels provided for in the original business plan to be achieved. The year under review was the first full year of operation of the concession, having accomplished service levels required on the concession plan and the investments called in the initial plan were realised. For 2011, several major investments are planned: laying the optic fibre network along the entire highway network managed by the concessionaire; the Piracicaba Bypass, which will allow a sharp reduction of urban traffic in this city, for which the population has waited for over 20
30
years; and the start to the doubling of the SP101 and SP308, major means of communication between Campinas, Salto and Piracicaba. In Mexico, following the approval of May 2011 for the end of the construction of the Perote-Xalapa Concession, a start was made to the process of negotiation with the concessor for the widening of the concession to two-bytwo lanes, rather than the contractually planned situation of one lane in each direction. As of this date the process is practically concluded, and it can be expected that all the documentation to formalise this alteration will be signed in the coming months. This alteration will increase the concession's service level and will allow the entire journey between Vera Cruz and Mexico City (via Xalapa) to be undertaken on a two-by-two lane highway, increasing the traffic potential of the concession. During 2010, construction work went ahead at a rate slower than estimated, caused by the delay to the release of the highway rights, a matter foreign to the concessionaire. At the year-end about 60% of the work had been concluded and now has an A2 profile. Should the process of enlargement be concluded satisfactorily, it can be expected that, in accordance with the new construction schedule, the two-by-two lane construction will be completed by the end of 2012, while the first 30 km of the concession (the Perote-Banderilla connection) will come into operation during the first quarter of 2012. In 2010, in Mozambique, a consortium headed by Ascendi closed with the government of Mozambique a concession contract in respect of the Tete Bridge for 30 years. It will give rise to the construction of the second road crossing in the city of Tete in the Province of Tete, as well as to several rehabilitation works along the 260 km of the Cuchamano Tete Zbue highway, which links, within the borders of Mozambique, Malawi, Zambia and Zimbabwe. This concession also includes another two (secondary) highway axes, involving a total of 702 km of highway in operation with toll collection, in addition to routine maintenance work. At the end of the year another consortium headed by Ascendi was awarded the title of Preferred Bidder for the Maputo Ka Tembe Ponta do Ouro Concession. An immediate start was made to the tasks leading to the contractual and financial close of this new concession, which are scheduled for conclusion before the end of 2011. re, to which a concession was awarded in April 2009 for the design, construction, financing, operation and maintenance of the D1 Motorway. However, prior to the financial close, scheduled for the end of August 2010, the elections held in Slovakia led to a new government that decided to cancel all the highway PPPs for which the financial close had not yet taken place.
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Evolution of the concessions and assets portfolios As mentioned earlier, Ascendi has not yet implemented all the transfers of assets, in that the necessary authorisations involve a complex bureaucratic process. However, the following tables reflect the present portfolio as though the transfers had already been undertaken.
Concessionaire Actual holding
(1)
Foreseen holding
(1)
Km
Ending
Investment (mn)
Portugal Lusoponte Ascendi Scutvias Ascendi Ascendi Ascendi Vialitoral Ascendi Ascendi Concessionria para a Travessia do Tejo 38.02% 74.87%
-
38.02% 74.87% 22.23% 80.20% 80.20% 80.20% 4.75% 80.20% 80.75% 79.99%
19.5 175.0 178.0 109.6 172.5 55.5 44.2 91.1 242.3 520.3 1,608.0
2030 2029 2029 2030 2031 2032 2025 2036 2038 2040
897 1,272 812 499 1,130 841 390 290 931 1,429 8,491
Auto-Estradas do Norte Auto-Estradas da Beira Interior Auto-Estradas da Costa de Prata Auto-Estradas das Beiras Litoral e Alta Auto-Estradas do Grande Porto Concesses Rodovirias da Madeira Auto-Estradas da Grande Lisboa Estradas do Douro Interior
80.20% 80.20% 80.20%

-
8.85% 8.09%
Ascendi - Estradas do Pinhal Interior Total Portugal Espanha Auvisa Autova de Los Viedos Toledo
50.00% 15.00%
75.0 81.0 156.0
2033 2040
210 600 810
Autopista Madrid Total Spain Latin America Mexico Brazil
Concesionaria Autopista Perote Concessionria Rodovias do Tiet
Xalapa
30.00%
-
50.00% 40.00%
60.0 415.0 475.0
2038 2039
389 470 859
Total Latin America Africa Mozambique Total Africa Railway Concessions MTS TOTAL Metro, Transportes do Sul 18.09 % 24.89% Nova Ponte de Tete 40.00% 40.00%
701.0 701.0
2039
151 151
20.0 3,046.0
2032
338 10,854
(1) Shares held (or to be held) directly by Ascendi Group, SGPS, SA or by any other company belonging to its scope of consolidation.
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4. MOTA-ENGIL on the stock market

The year of 2010 was marked by the serious crisis within the bond markets of the euro area, reflecting concern as to sovereign foreign-debt default by its peripheral countries (Southern Europe and Ireland). This crisis was the main factor conditioning the evolution of the other markets in Europe. Particularly as from the second quarter of the year there was unheard-of selectivity within the euro area, with investors making a clear distinction between those countries that have accumulated foreign debt as a result of major budget deficits and those where domestic demand has overheated. During the third quarter, reacting to signs suggesting a fragile, though sustainable economy and to expectations that the North American Federal Reserve could recommence a policy of massive purchases of long-term financial instruments, injecting liquidity into the economy and allowing a reduction of long-term interest rates, the equity markets made a significant recovery. Nevertheless, this trend failed to eliminate uncertainties as to the ability of the Greek, Irish and, to a certain extent, Portuguese States to repay foreign public debt. Within the context of a new paradigm in which investors in equities were increasingly seen to be more sensitive to company indebtedness and affected also by the uncertainties in the construction industry in Portugal, mainly in the public works sector, the Mota-Engil shares, especially following the sharp rise in 2009 (68%), were severely penalised and fell 55.7% during the year, to a market capitalisation of 356.7 million. The performance of the shares throughout the year is as follows:
1st Half 2010 Mota-Engil shares PSI-20 EURONEXT 100 -46% -17% -9% 2nd Half 2010 -10% 6% 10% Total Performance -56% -10% 1% 1st Half 2009 37% 12% 0% 2nd Half 2009 30% 21% 26% Total Performance 68% 33% 25%
The evolution of the performance of the share price can be analyzed in the following charts:
130%
120%
110%
100% 90% 80% 70% 60% 50% 40%
Dec-09
Jan-10 Feb-10
May-10
Jun-10
Mar-10
Aug-10
Sep-10
ME
PSI20
EURONEXT 100
Nov-10
Dec-10
Apr-10
Oct-10
Jul-10
33
130% 120% 110% 100% 90% 80% 70% 60% 50% 40%
Dec-09
Jan-10
Feb-10
May-10
Jun-10
Mar-10
Aug-10
Sep-10
ME
VINCI
HOCHTIEF
FERROVIAL
EIFFAGE
Nov-10
FCC
2009
The intrinsic value of the shares, according to the evaluation made by the eight financial analysts that monitor them, still has a significant upside. The price targets for Mota-Engil stand between 2.60 and 5.00 (the closing price of the shares on December 31, 2010 was 1.743) With regard to volume, 115 million shares were traded in 2010, 7.3% less than in the previous year. The evolution of liquidity is shown in the following charts:
180,000
45
40
35
150,000
120,000
30 25 20
Million of shares
90,000
15 10
Million of shares
60,000
30,000
5
0 1Q 2Q 2008 2009 3Q 2010 4Q
2007
2008
Dec-10
2010
The company paid out a dividend of 11 cents per share during the first half, providing a dividend yield of 4.4% on the average share price during the year. The Company's Board of Directors is pleased to present in this report its proposal for the appropriation of profits calling for the payment of a dividend of 11 cents per share.
34
Apr-10
Oct-10
Jul-10
5. Risk management
The central aim of risk management is to create value through processes involving management and control of uncertainties and threats that could affect the Group's subsidiaries, based on a perspective of long-term continuity of operations. Exposure to risk by any subsidiary of the Mota-Engil Group must at all times be subordinated to its strategy and be limited to and accessory to the business of each company, to allow them to pursue and meet the goals established for the various business areas. The boards of each of the Group's business areas are responsible for the Risk Management process, which generally involves a number of sequential stages or phases that are repeated cyclically, detailed as follows: Risk identification: determination of the risks to which the organisation is exposed and of the level of tolerance of exposure to such risks; Risk measurement: quantification of risk exposures, and preparation of basic reports to support decisiontaking; Risk control and management: definition of the measures to be taken in facing risks; Implementation of the established risk-management measures; Evaluation of the risk-management process and, if necessary, realignment and redefinition of strategies. The Mota-Engil Group has several committees of a consultative nature whose mission is to monitor matters of great importance to its sustained development, bringing to bear an independent, objective vision in support of the decision-taking process of the Mota-Engil, SGPS, SA Board of Directors. The main duties and responsibilities of the Audit and Risk Committee are to appraise the Group's investment and business-risk policies and its projects, to examine and issue opinions on investment or divestment plans, to issue opinions on moves into and out of business areas, and to monitor major financial and corporate transactions. Therefore the main risks to which the Group is subject, which are now addressed, are covered by the in-house reports of this committee, in conjunction with the reports or communications issued by staff having corporate functions, with emphasis on Legal Department, Corporative Planning and Controlling Department, Corporate Finance and Corporate Human Resources Division. The mission of the Investment, Audit and Risk Committee is to support the management of the MOTA-ENGIL Group in strengthening the means and methods of action employed in internal control and in anticipation of the business risks. The Committee lent continuity to the new cycle of activity begun in 2008, through the Audit and Risk Office, whose resource structure is specifically directed at the following functions: risk identification and appraisal, suggesting the establishment of acceptable risk levels in the light of the established management goals; issue of opinions as to alterations of the degree of risk inherent in the business of the Mota-Engil Group; minimisation of operational deficiencies and losses, strengthening the capabilities of the Mota-Engil Group in the identification of potentially damaging effects, in risk appraisal and in putting forward responses, thus reducing unforeseen costs or losses;
35
identification of transverse risks within the Group, auditing implementation of the corporate policies and good practices of the Mota-Engil Group; issue of prior opinions on risks inherent in the acquisitions and/or disposals defined by the Mota-Engil Group; conformity audits in the development of processes and activities in every materially relevant area and/or company of the Mota-Engil Group. After the table of risks of the materially relevant companies of the Mota-Engil Group had been drawn up, internal audits are performed annually at several Group companies, the aim being to instil efficiency in the use of the means of internal control and to improve their business processes. This methodology ensures a dynamic process in risk monitoring at each operation of the Mota-Engil Group, promoting adequate measures in the light of the perceived risk, keeping in step with its evolution. Additionally, in 2010, it was strengthened the monitoring of the implementation of measures suggested in the course of work carried out previously.
Financial Risk Management The Mota-Engil Group, like other companies and businesses, is exposed to a variety of financial risks, and special attention is warranted in respect of the interest-rate risk, the exchange-rate risk, the liquidity risk and the credit risk. This set of financial risks is the result of its business and induces uncertainties as to its ability to generate cash flows and returns adequate to the remuneration of equity. The Group's financial-risk management policy endeavours to minimise possible adverse effects arising from the characteristic uncertainty of the financial markets. This uncertainty, which is reflected in various aspects, requires special attention and concrete, effective measures in the management of the financial risks. Financial risk management activity is co-ordinated by the Corporate Finance Division with the support of the Corporative Planning and Controlling Department and it is undertaken in accordance and in compliance with the guidelines approved by the Board of Directors, with the Investment and Risk Audit Committee providing a consultative role, delegated by the former, though the Boards of each business unit of the Mota-Engil Group retain full responsibility. The Group's stance in respect of financial-risk management is a cautious, conservative one that uses derivatives instruments to hedge risks as and where advisable, always from the standpoint that they are related to the company's normal, routine business. No positions are ever taken in derivatives or other financial instruments of a speculative nature. The various types of financial risks are interrelated and the various management measures, even though specific to each, are largely related. This interrelation contributes to the pursuit of the same common goal, that is, reduction of the volatility of cash flows and of expected returns. Interest-rate Risk The aim of the interest-rate management policy it s to optimise the cost of borrowings and to ensure that financial charges are not excessively volatile, that is, to control and mitigate the risk of incurring losses as a result of variations of the interest rates to which the Group's debt its indexed, most of which is denominated in euros. By 2008, several business areas have realised various interest-rate hedging operations to fix or limit interest rates on loans, particularly those indexed to the Euribor, involving contracting swaps or other structured
36
derivatives instruments at zero cost, which contribute, and will continue to do so, to the reduction of the sensitivity of financial charges to possible interest-rate increases. The rationale underlying these operations is the pursuit of the goal of realising and/or maintaining hedging for about 30% of the Group's corporate debt, usually issued at an indexed or variable rate. After 2008 and in view of the stagnation to which short, medium and long-term interest rates have been voted, now stable at historic minimum in the wake of the serious, prolonged economic and financial crisis that is affecting us, no new hedges have been taken out for this risk. However, the Group keeps a careful eye in on any reversal of this trend that will surely accompany the inevitable upturn of the economies in the coming years. Exchange-rate risk The aim of the exchange-rate risk management policy is to reduce the volatility of investments and transactions expressed in foreign currency (currencies other than the euro), contributing to lesser sensitivity of the Group's profits to currency fluctuations. The exposure of the Mota-Engil Group to the exchange-rate risk stems mainly from the business done by several of its subsidiaries in various markets, particularly in Angola and Central Europe, where the business accounts for an increasingly important share of turnover, but also, as from 2009, in Central and South America, Mexico and Brazil in particular. This brings about new challenges through exposure to new currencies and new economic and financial realities. In exchange-rate risk management terms the aim is, as where considered possible or advisable, to carry out natural hedging of the value of the exposure by means of financial debt expressed in the foreign currency associated with the values at risk. Where this does not prove possible or appropriate, other operations are contracted or undertaken from a standpoint of minimisation of their cost, especially to hedge risks in future currency transactions to provide a large degree of certainty as to the amount and date of realisation. Liquidity Risk The aim of liquidity-risk management is to ensure that the funds available from time to time within the Group and its subsidiaries are sufficient to cover in a timely manner all the financial commitments entered into. It is therefore a matter of ensuring that the Group has the financial means (balances and financial inflows) required to meet its commitments (financial outflows), as and when they fall due. Ensuring very considerable financial flexibility, essential to the management of this risk, has been provided by the following management measures: establishing a partnership relationship with the financing entities, ensuring their financial support for the Group from a long-term viewpoint during the good and the bad times that cyclically mark every business; contracting and taking out surplus short-term credit lines, to act as a liquidity reserve, available for use at any moment; carrying out thorough financial planning per company, involving preparation and periodic review of cash flow budgets, allowing a prediction of future cash surpluses and shortfalls, and optimisation and integrated management of the cash flows between Group subsidiaries; financing medium and long-term investments, matching the debt maturities and the repayment plan of the liabilities arising from the loans, with the capacity of the project or company to generate cash flows; starting the process of negotiation of refinancing medium- and long-term loans falling due during the year six months in advance of their maturity;
37
keeping up a debt structure for the companies, with medium and long-term loans standing between 60% and 70%, thus reducing their dependence on more volatile short-term funds, creating a certain immunity to episodic factors affecting the financial markets; ensuring staggered maturity of financial debt over time and continuing to extend the average maturity of the debt to make it more consistent with some of the long-term assets held by the Group; searching for new sources of financing and new lenders, with the aim of: - geographic diversification attracting new resources in the various markets in which the Group carries on its business; - debt-instrument diversification fund-taking from alternative sources. Efficient liquidity-risk management is intimately related with the adequate management of the other financial risks, complementing the pursuit of this goal, while ensuring that cash flows are realised on schedule in the planned amounts. Credit risk The aim of the credit-risk management policy is to ensure that the Group's subsidiaries effectively collect amounts owed by third parties by the deadlines established and/or negotiated for the purpose. The Group's exposure to credit risk has to do, in particular, with receivables arising in the normal course of its various businesses, in which special attention is warranted by activities involving provision of services and/or retail sales. Mitigation of this risk is preventively achieved prior to exposure to the risk, making use of entities that provide credit-risk information and profiles, providing the grounds for decisions to extend credit. Subsequently, after credit is extended, mitigation of this risk involves the organisation and upkeep of credit-control structures and, in some special cases, recourse to credit insurance provided by credible insurers in the marketplace. These measures contribute to keeping customers' debt at a level that will not affect the financial health of the Group's subsidiaries.
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6.
In line with the Ambition 2013 strategic plan, the initiatives developed within the scope of Management of the Group's Human Resources continued to be focused on the seven strategic Human Resources priorities established: 1. To identify and manage Talent within the Group; 2. To develop the profile of Group Manager; 3. To develop skills that add value to the Business; 4. To promote staff mobility and rotation; 5. To foster the recruiting and development of International staff; 6. To align remuneration policy with performance management; 7. T In this connection, 2010 was characterised by the consolidation of the Corporate Human Resources Policies and Models as well as by the launch of Corporate Projects and Programmes in the various business areas and markets in which the Group is currently engaged. 6.1 1. Corporate Human Resources Policies and Models
The mission being to ensure a philosophy and architecture common to the diverse businesses and countries in which the Group is involved and, at the same time, to ensure they are appropriate to the sundry realities and needs of the different companies of the Mota-Engil Group, the Corporate HR Policies and Resources will gradually be implemented throughout the Group. In this respect, 2010 made a positive contribution to the mission designated as "One HR Corporate Standards" through implementation of the approved Corporate Policies and Models at several companies: The Corporate Functions and Competences Model is a tool central to people management, its aim being to create a common structure able to promote organisational alignment between the various business units/ markets, as well as the creation of bases for the future development of other human resources management processes. The Corporate Performance Management Model is designed to support the development, management and recognition of the employees' performance, with a view to promoting employee commitment to the Mota-Engil Values and Strategy and, at the same time, to strengthen the Group Culture. The Remuneration Policy, the mission of which is to promote a Group Culture and to reward individual and team performance, ensuring a degree of equity and ability to attract, mobilise and retain the talent necessary to the management of the business. The International Mobility Policy directed at supporting the creation and development of a global business underpinned by a set of processes and instruments that
39
will promote adequate management of staff mobility within the Group, with a view to meeting the objectives and implementing the strategy of the Mota-Engil Group. Implementation of HR Corporate Standards within the Mota-Engil Group, providing the various companies/ markets with people-management instruments appropriate to pursuing the strategic goals reflects the realisation of a medium to long-term implementation plan whose results will be progressively consolidated by 2013.
6.2 2. Corporate Human Resources Programmes and Projects In 2010 there was also a focus on implementation of Corporate Programmes and projects specifically developed to promote the realisation of the seven strategic HR priorities. The second edition of the MAP project was implemented at Mota-Engil, its mission to identify Talent within the Group with a view to the creation of surroundings that will capitalise the development of the employees' potential. Strengthening its corporate nature, the 2010 edition of this project involved 248 employees of 21 different companies, involving over 35% of participants from four foreign markets where the Mota-Engil Group is present. A significant number of these employees are local staff, and this meant a true internationalisation of the project that was entirely bilingual and took place in various countries. Of the immediate benefits of this second edition of the MAP we wound underscore: Clarification of the employees' development potential in skills considered critical for the business; Sustained identification of the competences to be capitalised, and also of those areas that require further development, directing investment at development initiatives; Collection of qualitative information about the profile of the employees covered by the project, particularly their career-advancement expectations; Increasing the Group's knowledge, aligning the employees with the conduct prized by the MotaEngil Group. In the medium term, the MAP Project will allow a focus on development directed at the Group manager profile and, at the same time, it will capitalise the development potential of its employees. Having the important mission of contributing to the rejuvenation of the Group, start@ME, the Corporate Trainee Induction Programme, is intended to provide Mota-Engil with youths of high potential, a spirit of leadership and motivation to take on challenges. To fulfill this mission, the programme aims to attract the best resources, recent graduates in several areas, and to incorporate them into the Group, aligning them with the Mota-Engil Culture and Values. The year under review was particularly important for this Corporate Programme, to the extent that it marked the conclusion of the first edition, putting into practice the planned evaluation model and determining on a sustained basis those youths having the potential to remain with the Group and, at the same time, the start of the second edition of the programme in October 2010. For 2011, the Mota-Engil Group will lend continuity to the implementation of the HR Corporate Standards plan in the various business units and countries, and also to the development/ monitoring of Corporate Programmes and Projects that will capitalise the development of its People, contribution to the realisation of the seven
40
priorities.
7. Activity carried out by non-executive Board Members

During the year, the non-executive directors regularly participated in meetings of the Board, discussed the matters under debate and expressed their views on the strategic guidelines and the specific business areas. Where necessary, kept a close contact with the corporate directors and business managers.
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8. Proposal for the appropriation of profits

The Individual Management Report contains the following proposal: the Board of Directors of MOTA-ENGIL, SGPS, SA, proposes to the Annual General Meeting the following appropriation of the Net Profit for the year in the sum of 104,429,791: a) To legal reserve 5% or 5,221,489.55; b) For distribution to the Board of Directors under the terms of article 27.3 of the articles of association, the sum of 700,000, or about 0.67%; c) For distribution to equityholders, a total of 22,509,926.45, or 11 cents per share, subject to tax; and d) To free reserves, the remainder, or 75,998,375.00.
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9. The Outlook for 2011

Notwithstanding the current international and domestic macroeconomic environment, characterized by many uncertainties, the medium and long term trend outlined by Mota-Engil in its Ambition 2013 plan remains valid. The Group believes that business that operates with unique value propositions, focused on growth and efficiency of operations, are well positioned to continue to hold up well, if not benefit, the adverse economic environment. Under these circumstances and in line with its strategic objectives, Mota-Engil expects the following for the year 2011: Growth in consolidated turnover exceeding 10%, supported by a strong order book of construction; Engineering & Construction with over 10% growth in its consolidated turnover, with a trend of stabilising margins; Growth of consolidated turnover in Environment & Services over 10%, with a trend of stabilising margins; Ascendi Group with a contribution to the Group's profit similar to 2010; Order book of more than 3 billion, underpinned by international business. Attention is called to the fact that these prospects do not constitute a commitment as to the future performance of the Group, but simply a best forecast, as of this date, of the business of its companies in 2011. Therefore, the actual performance achieved in 2011 may differ substantially from these predictions. Additionally Mota-Engil, SGPS does not undertake to update or correct this information because of any alteration of endogenous or exogenous factors that may come to alter the performance of the Group.
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10. Subsequent events

The following relevant facts occurred in 2011 by the date of issue of this report, details of which have been adequately divulged as privileged information, via the Mota-Engil and CMVM sites: - Mota-Engil announces 158 million contract award in Poland Mota-Engil informs the award of a contract for the construction of a section of a highway in Poland to the consortium led by its subsidiary MOTA-ENGIL CENTRAL EUROPE (stake of 62%). The project comprises the design and construction of a section of the Highway S17, between Warsaw and Lublin, with a length of 24.5 Km. The works should be completed in 24 months and the project amounts, approximately, to 624 million zlotys (158 million Euros). Mota-Engil keeps growing in this market, with a total present backlog of 500 million Euros.
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11. Closing remarks

We would like to thank all the Group's employees, for their personal and professional commitment, the Corporate Officers, the customers and all those in any way related with its various companies. Porto, March 14, 2011
Antnio Manuel Queirs Vasconcelos da Mota Chairman of the Board of Directors
Jorge Paulo Sacadura de Almeida Coelho Deputy-chairman of the Board of Directors and Chief Executive Officer
Arnaldo Jos Nunes da Costa Figueiredo Deputy-chairman of the Board of Directors and Member of the Executive Committee
Gonalo Nuno Gomes de Andrade Moura Martins Deputy-chairman of the Board of Directors and Member of the Executive Committee
Maria Manuela Queirs Vasconcelos Mota dos Santos Member of the Board of Directors
Maria Teresa Queirs Vasconcelos Mota Neves da Costa Member of the Board of Directors
Maria Paula Queirs Vasconcelos Mota de Meireles Member of the Board of Directors and Member of the Executive Committee
Ismael Antunes Hernandez Gaspar Member of the Board of Directors and Member of the Executive Committee
45
Lus Manuel Ferreira Parreiro Gonalves Member of the Board of Directors
Jos Lus Catela Rangel de Lima Member of the Board of Directors
Lus Filipe Cardoso da Silva Member of the Board of Directors and Member of the Executive Committee (Chief Financial Officer)
Maria Isabel da Silva Ferreira Rodrigues Peres Member of the Board of Directors and Member of the Executive Committee
Lus Valente de Oliveira Non-executive and independent member of the Board of Directors
Antnio Bernardo Aranha da Gama Lobo Xavier Non-executive and independent member of the Board of Directors
Antnio Manuel da Silva Vila Cova Non-executive and independent member of the Board of Directors
46
48
CONSOLIDATED FINANCIAL INFORMATION
Separate Consolidated Income Statement For The Year Ended December 31, 2010 & 2009
Year
2010 Euro
( audied) t
4th Quarter
2009 Euro
( audied) t
Notes
2009 restated Euro
2010 Euro
2009 restated Euro
2009 Euro
audied) t ( audied) ( t
unaudied)unaudied) ( t ( unaudied)unaudied) t ( ( unaudied) ( t t t
Sales & services rendered Other revenues Cost of goods sold, mat. cons. & Subcontractors Gross profit Third-party supplies & services Wages and salaries Other operating income / (expenses)
3 and 4 5 4 6 7 8 4
2,004,550,902 121,758,147 (1,175,693,906) 950,615,143 (340,420,025) (358,586,804) (14,314,425) 237,293,889 (86,379,789) (19,168,089) 131,746,011 79,324,988 (130,252,581) 7,506,187 (18,967,917) 69,356,688
1,978,732,739 160,546,450 (1,246,714,071) 892,565,118 (359,541,473) (314,001,411) (22,754,021) 196,268,213 (77,369,800) (6,404,923) 112,493,490 58,981,318 (106,817,289) 41,428,587 (23,526,827) 82,559,279
2,131,244,582 163,342,427 (1,280,421,840) 1,014,165,169 (382,780,384) (326,166,059) (864,035) 304,354,691 (125,785,864) (6,210,612) 172,358,215 65,721,450 (181,176,312) 50,568,297 (27,559,489) 79,912,161
541,639,191 64,331,691 (352,984,489) 252,986,393 (88,649,243) (93,855,274) (3,592,057) 66,889,819 (21,641,704) (16,799,804) 28,448,311 28,776,858 (31,402,855) 5,174,157 (117,634) 30,878,837
519,775,232 62,743,097 (334,081,483) 248,436,846 (107,802,901) (82,850,844) (3,272,427) 54,510,674 (19,217,403) (5,522,091) 29,771,180 22,043,552 (36,779,732) (1,823,167) (6,287,342) 6,924,491
563,282,738 61,579,593 (338,885,690) 285,976,641 (116,116,612) (86,316,560) (634,847) 82,908,622 (34,112,453) (5,712,395) 43,083,774 24,466,762 (54,808,910) (51,276) (7,942,649) 4,747,701
Depreciation & Amortization Provisons and impairment losses Operating profit Financial income & gains Financial costs & losses Gains / (losses) on associated companies Income Tax Consolidated net profit of the year Attributable: to non-controlling interests to the Group Earnings per share: basic diluted
4, 9, 17, 18 and 19 10 4 4 and 4 and 4 and 4 and 11 11 12 13
4 4
32,406,014 36,950,674
9,946,801 72,612,478
8,174,069 71,738,092
24,670,125 6,208,712
2,252,282 4,672,209
949,878 3,797,823
15 0.1908 0.3749 0.3704 15 0.1908 0.3749 0.3704 To be read with the Notes to the Consolidated Financial Statements
14.9817 14.9817
0.0228 0.0228
0.0183 0.0183
49
Statement of Consolidated Comprehensive Income For The Year Ended December 31, 2010 & 2009
Year 2010 Euro Consolidated net profit for the period Other comprehensive income Exchange differences stemming from transposition of financial statements expressed in foreign currencies Variation, net of tax, of the fair value of financial derivatives Variation, net of tax, of the fair value of mineral resources Reclassification of other comprehensive income (reduction of interest in Jointly controled companies) Other comprehensive income in investments in associates using the equity method Total comprehensive income for the period Attributable: to non-controlling interests to the Group 31,463,649 6,728,152 7,011,189 65,311,351 5,238,457 62,170,435 30,290,537 (1,909,080) 825,549 1,684,353 6,632,284 (17,394,209) (8,144,212) (4,645,256) 386,516 (8,144,211) (6,911,784) 386,516 1,247,207 4,233,169 6,632,284 69,356,688 2009 restated Euro 82,559,279 2009 Euro 79,912,161 2010 Euro (unaudited) 30,878,837
4th Quarter 2009 restated Euro (unaudited) 6,924,491 2009 Euro (unaudited) 4,747,701
(11,323,937) 8,929,395 386,516 -
(11,323,936) 6,662,867 386,516 -
(22,912,864)
2,166,213
2,166,210
(14,610,040)
2,543,719
2,543,716
38,191,801
72,322,540
67,408,892
28,381,458
7,460,184 3,925,207 3,534,977
3,016,863 2,152,475 864,389
50
Statement of Consolidated Financial Position as at December 31, 2010 & 2009

Notes 2010 Euro 2009 restated Euro 2009 Euro
Assets Non-current Goodwill Intangible fixed assets Fixed assets under concession Tangible fixed assets Financial investments under the equity method Available for sale financial assets Investment properties Customers & other debtors Deferred tax assets 16 17 18 19 20 21 22 24 13 135,309,629 264,980,820 569,058,903 336,920,636 20,678,852 88,614,797 80,680,939 47,869,265 1,544,113,841 Non-current Assets Held for Sale Current Inventories Customers Other debtors Other current assets Derivative financial instruments Cash & cash equivalents without recourse Cash & cash equivalents with recourse 39 23 24 24 24 27 24 24 67,807,496 203,023,766 1,008,220,486 303,982,065 127,927,830 464,598 8,636,101 191,990,001 1,844,244,847 Total Assets Liabilities Non-current Debt without recourse Debt with recourse Sundry Creditors Provisions Other non-current liabilities Deferred tax liabilities 26 26 28 29 30 13 112,974,953 584,034,666 231,298,170 71,774,463 16,929,087 32,482,904 1,049,494,243 Current Debt without recourse Debt with recourse Suppliers Derivative financial instruments Sundry Creditors Other current liabilities 26 26 28 27 28 30 3,413,463 514,952,264 482,169,565 13,684,750 441,011,161 470,710,839 1,925,942,042 Total Liabilities Shareholders' equity Equity capital Reserves Consolidated net profit for the year Own funds attributable to the Group Non-controlling interests Total shareholders' equity Total shareholders' equity & liabilities 4 2,975,436,285 91,592,684 468,569,668 227,021,318 56,643,475 3,909,554 31,086,236 878,822,935 3,099,065 549,346,996 451,358,905 13,888,963 353,970,785 260,599,033 1,632,263,747 2,511,086,682 1,091,580,057 742,741,654 299,466,970 29,567,835 55,181,435 33,552,856 2,252,090,807 135,773,353 563,291,966 464,271,291 16,434,046 409,778,150 396,399,973 1,985,948,779 4,238,039,586 4 3,456,166,184 133,010,980 239,196,453 577,498,566 325,660,378 9,670,554 30,652,729 60,002,508 40,754,066 1,416,446,234 29,043,672 233,084,664 806,728,613 189,163,819 101,215,748 18,717,241 109,497,429 1,458,407,514 2,903,897,420 166,173,280 103,515,556 1,359,426,080 558,985,747 330,232,487 52,709,067 30,837,291 89,938,103 50,338,968 2,742,156,579 29,043,672 249,924,349 838,114,736 195,850,259 313,725,464 120,440,729 124,875,090 1,842,930,627 4,614,130,878
25 25
204,635,695 170,120,973 36,950,674 411,707,342 69,022,557 480,729,899 3,456,166,184
204,635,695 65,360,941 72,612,478 342,609,114 50,201,624 392,810,738 2,903,897,420
204,635,695 51,955,904 71,738,092 328,329,691 47,761,601 376,091,292 4,614,130,878
To be read with the Notes to the Consolidated Financial Statements
51
Statement of Consolidated During The Years Ended
FAIR VALUE RESERVES

Equity capital Own Shares Issue premiums Available-forsale investments Lands assigned to quarrying operations Derivatives
Balance as at January 1, 2009 Total comprehensive income for the period Dividend distribution Other distributions of results Acquisition of own shares Transfers for other reserves Alterations to the consolidation perimeter Balance as at December 31, 2009 Balance as at January 1, 2009 IFRIC 12 and IFRIC 15 Balance as at January 1, 2009 Balance as at January 1, 2009 Total comprehensive income for the period Dividend distribution Other distributions of results Acquisition of own shares Transfers for other reserves Alterations to the consolidation perimeter Balance as at December 31, 2009 Balance as at January 1, 2010 Total comprehensive income for the period Dividend distribution Other distributions of results Acquisition of own shares Transfers for other reserves Change in ownership interest in subsidiaries Alterations to the consolidation perimeter Balance as at December 31, 2010
204,635,695 204,635,695 204,635,695 204,635,695 204,635,695 204,635,695 204,635,695 -
(21,699,082) (859,710) (22,558,792) (21,699,082) (21,699,082) (21,699,082) (859,710) (22,558,792) (22,558,792) (67,728) -
87,256,034 87,256,034 87,256,034 87,256,034 87,256,034 87,256,034 87,256,034 -
45,586,328 45,586,328 45,586,328 45,586,328 45,586,328 45,586,328 45,586,328 (17,884,232) -
(2,227,574) 386,516 (1,841,058) (2,227,574) (2,227,574) (2,227,574) 386,516 (1,841,058) (1,841,058) 6,632,284 4,791,226
(6,600,821) (4,026,840) (10,627,661) (6,600,821) (6,600,821) (6,600,821) (1,760,313) (8,361,134) (8,361,134) 2,833,678 (5,527,456)
204,635,695 (22,626,520) 87,256,034 27,702,096 To be read with the Notes to the Consolidated Financial Statements
52
Changes in Equity December 31, 2010 & 2009
Currency translation reserve
Other reserves
Net Profit
Own funds attributable to shareholders
Own funds attributable to non-controlling interests
Shareholders' equity
(23,169,923) (8,093,543) (31,263,466) (23,169,923) (23,169,923) (23,169,923) (8,093,543) (31,263,466) (31,263,466) 277,722 (30,985,744)
(25,324,182) 2,166,210 (21,302,947) (700,000) 30,565,438 (14,595,481) (25,324,182) 11,138,507 (14,185,675) (14,185,675) 2,166,213 (21,302,947) (700,000) 30,565,438 (3,456,971) (3,456,971) (22,081,975) (21,302,947) (837,163) 72,612,478 83,655,930 921,986 109,511,336
30,565,438 71,738,092 (30,565,438) 71,738,092 30,565,438 30,565,438 30,565,438 72,612,478 (30,565,438) 72,612,478 72,612,478 36,950,674 (72,612,478) 36,950,674
289,021,913 62,170,435 (21,302,947) (700,000) (859,710) 328,329,691 289,021,913 11,138,507 300,160,420 300,160,420 65,311,351 (21,302,947) (700,000) (859,710) 342,609,114 342,609,114 6,728,152 (21,302,947) (837,163) (67,728) 83,655,930 921,986 411,707,342
52,295,170 5,238,457 (7,437,879) (2,334,147) 47,761,601 52,295,170 1,836,981 54,132,151 54,132,151 7,011,189 (7,437,879) (3,503,837) 50,201,624 50,201,624 31,463,649 (10,263,362) (87,628) (3,029,893) 738,166 69,022,557
341,317,083 67,408,892 (28,740,826) (700,000) (859,710) (2,334,147) 376,091,292 341,317,083 12,975,488 354,292,571 354,292,571 72,322,540 (28,740,826) (700,000) (859,710) (3,503,837) 392,810,738 392,810,738 38,191,801 (31,566,309) (924,791) (67,728) 80,626,037 1,660,152 480,729,899
53
Statement of Consolidated Cash-Flows For the Years Ended December 31, 2010 & 2009
Notes OPERATING ACTIVITY Cash receipts from customers Cash paid to suppliers Cash paid to employees Cash generated from operating activities Income tax paid/received Other receipts/payments generated by operating activities Net cash from operating activities (1) INVESTING ACTIVITY Cash receipts from: Financial assets Tangible fixed assets Interest and similar incomes Dividends paid by companies not consolidated Cash paid in respect of: Financial assets Tangible fixed assets Intangible fixed assets Net cash from investing activities (2) FINANCING ACTIVITY Cash receipts from: Loans obtained Cash paid in respect of: Loans obtained Amortization of finance lease contracts Interest & similar expense Dividends Acquisition of treasury shares Net cash from financing activities (3) Variation of cash & cash equivalents (4)=(1)+(2)+(3) Variations caused by changes to the perimeter Exchange rate effect Cash & cash equivalents at the beginning of the year Cash & cash equivalents at the end of the year 2,340,839,421 2,340,839,421 (2,238,072,488) (26,867,605) (60,962,160) (21,302,947) (67,728) (2,347,272,928) (6,433,507) 68,615,824 392,215 3,403,393 128,214,670 200,626,102 1,943,933,743 1,943,933,743 (1,696,360,518) (18,131,869) (39,145,155) (21,302,947) (859,707) (1,775,800,196) 168,133,547 27,214,924 6,278,254 1,061,814 93,659,678 128,214,670 2,165,200,779 2,165,200,779 (1,775,497,031) (18,131,869) (117,778,038) (21,302,947) (859,709) (1,933,569,594) 231,631,185 58,506,208 6,278,254 1,061,814 179,469,543 245,315,819 38 2,021,692 16,087,390 18,852,211 7,752,202 44,713,495 38 (33,443,172) (2,278,766) (142,542,166) (178,264,104) (133,550,609) 11,319,695 4,990,412 17,061,862 367,147 33,739,116 (16,246,877) (963,653) (314,400,479) (331,611,009) (297,871,893) 11,319,695 11,668,266 4,860,675 27,848,636 (142,445,447) (963,653) (408,648,239) (552,057,339) (524,208,703) 2,010,583,485 (1,482,038,133) (326,646,590) 201,898,762 (24,795,034) 31,496,212 208,599,940 1,718,651,861 (1,186,500,419) (292,455,236) 239,696,206 (23,785,879) (58,957,057) 156,953,270 1,974,367,308 (1,216,799,169) (297,201,082) 460,367,057 (33,947,672) (75,335,659) 351,083,726 2010 Euro 2009 restated Euro 2009 Euro
28 28
To be read with the Notes to the Consolidated Financial Statements
54
0. Introduction
The principal business of Mota-Engil, SGPS, SA, having its registered office at Edifcio Mota, Rua do Rego Lameiro, 38 4300-454 Porto (Mota-Engil SGPS, or Company) and of its subsidiaries (Group) is public and private construction work and related activities. A more detailed description of the Group's business is provided in Note 4 Business segments of this Annex. All sums shown in these notes are presented in euro, rounded by the unit, unless otherwise stated.
1. Accounting Policies
1.1 Basis of presentation The consolidated financial statements of the Mota-Engil Group have been prepared on a going concern basis from the books and accounting records of the companies that form the Group, in a manner such that the consolidated financial statements are in accordance with the International Financial Reporting Standards ("IAS/IFRS") issued by the International Accounting Standards Board ("IASB") and with the interpretations issued by the International Financial by the European Union. Interim consolidated financial statements were presented quarterly in Accordance with IAS 34 - Interim Financial Reporting. For the Group, there are no differences between the IFRS adopted by the European Union and those published by the International Accounting Standards Board. January 1, 2005, marked the start to the period of first application of the IAS/IFRS by the Group in keeping with IFRS 1 First-time Adoption of International Financial Reporting Standards. As of the date of approval of these financial statements by the Board of Directors the International Accounting the following standards and interpretations, of mandatory application only in subsequent years, some of which came into force during 2010:
Standard Amendments IAS 32 Financial Instruments: Presentation (Classification of Rights Issues) 08/10/2009 31/07/2008 28/01/2010 23/07/2009 18/06/2009 23/07/2009 04/11/2009 26/11/2009 01/02/2010 01/07/2009 01/07/2010 01/01/2010 01/01/2010 01/01/2010 01/01/2010 01/01/2011 Yes Yes Yes Yes Yes Yes Yes Yes Date of Issue Date of Application
(1)
Adopted by the EU
IAS 39 - Financial Instruments: Recognition and Measurement IFRS 1 Limited Exemption from Comparative IFRS 7 - Disclosures for First-time adopters IFRS 1 - Additional Exemptions for First-time Adopters IFRS 2 Group Cash-settled Share-based Payment Transactions
IFRS 7 - Financial Instruments: Disclosures IFRS 8 IFRIC 14 Operating Segments Prepayments of a Minimum Funding Requirement
New Standards/Interpretations IFRS 9 IFRIC 12 Financial Instruments - Classification and measurement Service Concession Arrangements 12/11/2009 30/11/2006 01/01/2013 29/03/2009 No Yes
55
Standard IFRIC 15 IFRIC 16 IFRIC 17 IFRIC 18 IFRIC 19 Revisions IAS 24 Related Party Disclosures IAS 27 - Consolidated and Separate Financial Statements IFRS 1 First-time adoption of international financial reporting standards Agreements for the construction of real estate Hedges of investments in foreign currency Distributions of non-cash assets to owners Transfers of assets from customers Extinguishing Financial Liabilities with Equity Instruments
Date of Issue 03/07/2008 03/07/2008 27/11/2008 29/01/2009 25/11/2009
Date of Application 01/01/2010
(1)
Adopted by the EU Yes Yes Yes Yes Yes
01/07/2009 01/11/2009 01/11/2009 01/07/2010
04/11/2009 10/01/2008 27/11/2008 10/01/2008
01/01/2011 01/07/2009 01/01/2010 01/07/2009
Yes Yes Yes Yes
IFRS 3 - Business Combinations Improvements Improvements to IFRSs 2007 2009 1) Years started on or after the stated date
16/04/2009
01/01/2010
Yes
On December 31, 2010, with the exception of the standards of mandatory application in 2010, the Group was not applying any of the above rules and interpretations. According to the board of directors of the Group they will not have a material effect on the consolidated financial statements during the period of their first application. The more significant impacts on the financial statements of the Mota-Engil Group, stemming from the adoption of the standards of mandatory application in 2010 are set out in the following comments: IFRIC 12 Service Concession Arrangements
This Interpretation establishes the provisions to be applied in the measurement, recognition, presentation and disclosure of activities carried on within the scope of public-service concession contracts. Application of this Interpretation has introduced several alterations to the provisions and interpretation of the standards previously in force, whose impact on the financial statements of the Group's concessionaire companies occurred mainly: (i) in the reclassification to intangible fixed assets of a part of the fixed assets under concession in which the Group's concessionaire companies had and have an operating right in respect thereof and in which they assume the risk inherent in the demand of the operation (intangible model); in the reclassification to receivables of a part of the fixed assets under concession in which the Group's concessionaire companies have an unconditional right to receive predetermined amounts and in which they do not assume the risk inherent in the demand of the operation (financial model);
(ii)
(iii) In the recognition under financial results of the majority of the income inherent in the assets classified as receivables, which, as of the date of mandatory application of this Interpretation, were mainly carried under operating income headings. Owing to the application of this standard the Mota-Engil Group restated in its consolidated accounts the opening balances of assets, liabilities and equity. The balance sheet headings are presented with the comparative figures restated to incorporate the effects of the corrections.
56
IFRIC 15
Agreements for the construction of real estate
This interpretation addresses the way of assessing whether an agreement for the construction of an immovable is within the scope of IAS 11 Construction contracts or within that of IAS 18 Revenue, and how the revenue associated with such transactions should be recognised. Application of this Interpretation has introduced some alterations to the recognition of the results associated with property development built and promoted by the Group. Owing to the application of this standard the Mota-Engil Group restated in its consolidated accounts the opening balances of assets, liabilities and equity. Additionally, in 2010, so as to transmit a more faithful and appropriate image of the financial situation of the MotaEngil Group, as well as of the results of its operations, the Group altered the method of consolidation of its financial interests in Joint Arrangements (from the proportional consolidation method to the equity method) for the following reasons: - In this connection, the IASB (International Accounting Standards Board), the entity that systematically studies and reviews the IAS/IFRS, Exposure Draft n 9 (ED9) in September 2007, in which the elimination was proposed of the proportional consolidation method in recording Joint Arrangements, to the extent that in these situations the participating entities did not severally have effective control of their share of the assets or were not responsible for their share of the respective liabilities. Therefore, ED9 recommended the adoption of the equity method instead of the proportional consolidation method. - Additionally. since the Mota-Engil Group shares the grounds set out in the already mentioned Exposure Draft, which is likewise convergent with the American accounting standards, and given that the equity method was a treatment already allowed under IAS 31, it decided to alter the form of consolidation of its Joint Arrangements with effect as from January 1, 2020, and, for the purpose, it has restated its financial statements for prior periods in accordance with the provisions of IAS 8. The interests of Mota-Engil Group in Joint Arrangements are accounted under the Equity Method as detailed in Note 20. The main impacts in consolidated Financial Statements resulting from the adoption of IFRIC 12 and IFRIC 15 and from the change in the consolidation method of joint arrangements might be summarized as follows:
Balance sheet Assets Non-current Current Total Assets Liabilities Non-current Current Total Liabilities Shareholders' equity Attributable to the Group Total shareholders equity Total shareholders' equity & liabilities 2,771,200,251 1,842,930,627 4,614,130,878 2,252,090,807 1,985,948,779 4,238,039,586 328,329,691 376,091,292 4,614,130,878 54,418,401 (3,646,233) 50,772,168 29,949,456 1,256,373 31,205,829 17,210,108 19,566,339 50,772,168 (648,617) (2,282,068) (2,930,685) (2,930,685) (2,930,685) (2,930,685) (1,379,480,129) (378,594,812) (1,758,074,941) (1,403,217,328) (354,941,405) (1,758,158,733) 83,792 (1,758,074,941)
Changes of consolidation method
2009 Euro IFRIC 12 IFRIC 15 Changes of consolidation method 2009 restated Euro
1,445,489,906 1,458,407,514 2,903,897,420 878,822,935 1,632,263,747 2,511,086,682 342,609,114 392,810,738 2,903,897,420
Income statement Sales & services rendered Gross profit Third-party supplies & services, Wages and salaries and Other operating income / (expenses) Depreciation & Amortization, Provisons and impairment losses Operating profit Financial profit Consolidated net profit of the year: to Non-Controlling interests to the Group
2009 Euro
IFRIC 12
IFRIC 15
2009 restated Euro
2,131,244,582 1,014,165,169 (709,810,478) (131,996,476) 172,358,215 (115,454,862) 8,174,069 71,738,092
(729,842) (640,137) 142,706 2,769,496 2,272,065 (1,105,495) 519,257 3,805,071
(11,332,995) (2,282,068) (2,282,068) (2,930,685)
(140,449,006) (118,677,846) 13,370,867 45,452,257 (59,854,722) 68,724,386 1,253,475 -
1,978,732,739 892,565,118 (696,296,905) (83,774,723) 112,493,490 (47,835,971) 9,946,801 72,612,478
Additionally, on December 31, 2010, as a result of changes of consolidation method on jointly controlled companies (from proportional consolidation method to equity method) ceased to be included in the consolidated financial statements, approximately billion of assets and liabilities, as well as 2 200 million of profits and losses. The consolidated financial statements are presented in euro since this is the main currency of the Group's operations.
57
The financial statements of subsidiaries that use foreign currency have been translated into euro in accordance with the accounting policies described in indent xvi) of the Main Valuation Criteria of this Note. All estimates and assumptions made by the board of directors have been based on their knowledge as of the date of approval of the financial statements and of the events and transactions in progress. In preparing the consolidated financial statements in accordance with the IAS/IFRS, the Group's board of directors adopted certain assumptions and estimates that affect the assets and liabilities reported, as well as the income and costs incurred in respect of the accounting periods in question, as described in indent xxvi) of the Main accounting criteria of this Note. The attached consolidated financial statements have been prepared for appraisal and approval at the annual general meeting. The Groups' board of directors believes that they will be approved without alteration.
1.2. Basis of consolidation The consolidation methods employed by the GROUP are as follows a) Group companies
Financial holdings in companies in which the GROUP directly or indirectly holds more than 50% of the voting rights at General Meetings of Equityholders and/or has the power to control its financial and operating policies (the definition of control used by the GROUP), have been included in the attached consolidated financial statements by the full consolidation method. The equity and net profit/(loss) of these companies corresponding to the stake of third parties in these companies are carried in the consolidated balance sheet (under equity) and in the consolidated financial situation statement (included under consolidated net profits) respectively, under the Non-controlling interests subheading. If losses attributable to the minorities exceed the minority interest in the equity of the subsidiary, the GROUP absorbs this excess and any other additional losses, unless the minorities have the obligation and the capacity to cover such losses. If the subsidiary subsequently returns a profit, the GROUP appropriates the whole of the profit until such time as the minority's share of the losses absorbed has been recouped. The results of subsidiaries acquired or sold during the year are included in the income statements as from the date of the acquisition or up to the date of their sale (assignment of control). Transactions, balances and dividends distributed between GROUP companies are eliminated in the consolidation process. In those cases in which the GROUP has substantial control of special purpose entities (SPEs), even though it has no direct equityholdings in such entities, the SPEs are consolidated using the full consolidation method. As at December 31, 2010 & 2009, there were no entities in such a situation. b) Associate companies
Financial holdings in associate companies (companies in which the GROUP exercises significant influence, but does not have control, through participation in the financial and operational decisions of the company generally investments representing between 20% and 50% of the issued capital of a company) are recorded, under financial investments using the equity method. In accordance with the equity method, equityholdings are recorded at acquisition cost adjusted for the value corresponding to the GROUP'S holding in the changes in equity (including net profit) of the associates, with a contra entry under gains or losses for the year and for dividends received, net of accumulated impairment losses.
58
The assets and liabilities of each associate (including contingent liabilities) are carried at their fair value on the date of acquisition. Any excess/(shortfall) of the acquisition cost compared to the fair value of the net assets and liabilities acquired is recognised respectively as goodwill and is added to the value of the financial investment, or, in the case of shortfall and provided it is maintained following reconfirmation of the fair value valuation process, in the income statement for the period. A valuation is performed of the investments in associates where there are signs that the asset could be impaired, any loss being recorded in the income statement on confirmation of the impairment. Where impairment losses recognised in previous years no longer exist, they are written back. Where the GROUP'S proportion of the accumulated losses of the associate exceeds the book value of investment, the investment is carried at zero value until such time as the equity of the associate becomes positive, unless the GROUP has entered into commitments with the associate and, in this case, has set aside a provision meet such obligations. Unrealised gains on transactions with associates are eliminated in the proportion of the GROUP'S interest in the associate, with a contra entry under the investment in the associate in question. Unrealised gains are similarly eliminated, but only up to the point at which the loss does not show that the transferred asset is impaired. Whenever necessary, adjustments are made to the subsidiaries' financial statements to approximate their accounting policies with those used by the GROUP. c) Jointly-controlled companies
As from January 2010, financial interest in joint arrangements was accounted for in the financial statements according to the equity method. According to this methodology, financial investments are accounted for at the acquisition price, adjusted by the Group a contra entry under gains or losses in the financial year and dividends received, net from accumulated imparities. Additionally, the jointly controlled companies that are mainly dedicated to construction activities accounted for in the financial statements according to the proportional consolidation method since the time that the management became jointly controlled. According to this methodology, the assets, liabilities, gains and losses of these companies are accounted in the consolidated financial statements in the relative proportion of the control attributable to the Group. Classification of financial interests in jointly-controlled companies/ entities is determined on the basis of: equityholders' agreements governing joint control; the actual percentage of the holding; the voting rights held. Transactions, balances and dividends distributed between companies are eliminated, in the proportion of the control attributable to the Group 1.3. Main valuation criteria The main valuation criteria, judgments and estimates used in the preparation of the Group's consolidated financial statements during the periods under review are as follows: i) Positive consolidation differences
controlling interests and the fair value of the assets and liabilities of these companies as of the acquisition date, whenever positive, are acc figure, are booked directly in the Income Statement. The differences between the acquisition price of the affiliated companies and joint arrangements and the fair value of assets and liabilities of these companies as of the date of the
59
confirmation of the latter figure, are booked directly in the Income Statement. The Group, on a transaction by transaction basis (for each business combination), will choose to quantify any noncontrolling interest in the acquired company for either fair value or proportionally to the non-controlling interest of the net assets of the acquired. Until January 1st 2010, non-controlling interests were exclusively valued in accordance with the proportion of fair value of acquired assets and liabilities. Future contingent payments are recognized as a liability as of the date of the corporate merger at its fair value, any change in the initial value being registered a months following the acquisition date) and if related with events prior to the acquisition date otherwise it will have to be booked against net profit. Acquisitions or disposals of stakes in already controlled entities whenever not losing their control are treated as transactions between capital owners only affecting shareholders equity with no impact on Goodwill nor net profit. Whenever a disposal generates a loss in control, assets and liabilities of the disposed entity will have to be disregarded and whatever interest recognized in the disposed company will have to be reassessed at fair value and the eventual gain or loss arising from the disposal accounted as net profit. Until January 1st, 2004, Goodwill was amortized during the estimated timeframe to recover the investment, As from January 1st, 2004, in accordance with IFRS 3 Business combinations Group suspended the amortization of Goodwill, pursuing imparity tests. As from that date, imparity losses of the financial year related to Goodwill are booked in the
ii)
Intangible fixed assets
Intangible fixed assets are carried at acquisition or production cost less accumulated amortisation and any impairment losses, and they are recognised only if it is likely that they will generate future benefits for the Group, if their value can be reasonably measured and if the Group has control over them. Intangible fixed assets basically consist of concession operating licences (stemming from the processes of imputing fair value to assets acquired in business combination procedures), which are written down using the straight-line method over their useful life, and of software, which is written down using the straight-line method over a period of three to six years. Research costs are recognised as costs for the year in which they are incurred, whereas formation costs and issued capital increase costs are deducted from equity. iii) Premises
Immovables (land & buildings) for own use are recorded at their revalued value, which is their fair value as of the revaluation date less any subsequent accumulated depreciation and/or accumulated impairment losses. Revaluation is undertaken periodically by independent property valuers in a manner such that the revalued amount does not materially differ from the fair value of the respective property. In those situations in which the fair value determined by the valuations is slightly greater than the amount carried in the financial situation statement, the Group, for a question of prudence, does not update the assets subject to the valuation to their fair value. For reasons to do with the working of the respective markets, the Group has opted not to apply this policy to properties held in African countries, in some Central European countries and in Peru, which it carries at acquisition cost less any subsequent accumulated depreciation and/or accumulated impairment losses. Adjustments caused by revaluations of own-use immovables are taken to equity. If a tangible fixed asset that was positively revalued in subsequent years and is then negatively revalued, the adjustment is taken to equity up to an amount equal to the increase of equity caused by the previous revaluations, less the amount realised through
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depreciation, any surplus being recorded as cost for the year. Depreciation is charged on a systematic basis over the estimated useful life of the buildings, which currently varies between 20 and 50 years, while land is not depreciated. Buildings under construction by the Group, particularly in Angola, are carried at production cost, including the cost of materials consumed, staff costs incurred and other costs, which is less than the realisable value. iv) Land assigned to quarrying operations
Land assigned to quarrying operations, as well as several related costs (costs incurred with the licensing and start-up of the quarries, and costs to be incurred with their dismantling) are carried at a revalued amount, which is their fair value as of the date of the revaluation, less any subsequent accumulated depreciation and/or accumulated impairment losses. In those situations in which the fair value determined by the valuations is slightly greater than the amount carried in the financial situation statement, the Group, for a question of prudence, does not update the assets subject to the valuation to their fair value. The revaluations are performed periodically by the Group's external specialists in a manner such that the revalued amount does not materially differ from the fair value of the quarry in question. Depreciation of these assets is undertaken in accordance with the quantity of stone quarried each year taking into account the residual value of the quarry on conclusion of quarrying. Adjustments caused by revaluations of land assigned to quarrying operations are taken to equity. If the quarry that was positively revalued in subsequent years is then negatively revalued, the adjustment is taken to equity up to an amount equal to the increase of equity caused by the previous revaluations, less the amount realised through depreciation, any surplus being recorded as cost for the year. v) Other tangible fixed assets
Other tangible fixed assets acquired up to December 31, 2003, are carried at their deemed cost, which corresponds to the acquisition cost or acquisition cost revalued in accordance with accounting practices generally accepted in Portugal up to the mentioned date, less accumulated depreciation and impairment losses. Other tangible fixed assets acquired after that date are carried at acquisition cost less accumulated depreciation and impairment losses. Tangible fixed assets in progress comprise fixed assets still under construction/ development, and are carried at cost less any accumulated impairment losses. Depreciation is calculated after the assets are in a position to be used, that is, when the underlying assets are ready for use in the required conditions, in terms of quality and technical reliability, to operate in accordance with the requirements of the Group's board of directors, and it is systematically charged over the useful life determined taking into account the expected use of the asset by the Group, on the basis of the expected natural wear, of subjection to predictable technical obsolescence and of the residual value attributable to the asset. The residual value attributable to the asset is estimated on the basis of the residual value prevailing on the date of the estimate of similar assets that have reached the end of their useful lives and have operated under conditions similar to those under which the asset is to be used. The depreciation rates used correspond to the following estimated useful lives Equipment: Plant & machinery (except that assigned to the concessions) Office equipment Transport equipment Tools & utensils Other tangible fixed assets:
3 4 3 3
to to to to
10 10 10 6
3 to 10
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Subsequent expenses on the replacement of components of fixed assets by the Group is added to the respective tangible fixed assets, the net value of the replaced components of such assets being written off and recorded as a cost under Other operating costs. Maintenance and repair costs that neither increase the useful life nor provide significant amelioration or improvement of the items of tangible fixed assets are recorded as a cost for the year in which they are incurred. Depreciation and amortisation of tangible and intangible fixed assets are recorded on a monthly basis under Depreciation in the income statement. Any alteration of the estimated useful life of the fixed assets is undertaken on a prospective basis. vi) Leasing
Lease contracts are classified as (i) finance leases if, through them, all the risks and advantages inherent in possession of the leased assets are substantially transferred, and as (ii) operating leases if, through them, all the risks and advantages inherent in the possession of the leased asset are not substantially transferred. Classification of leases as finance or operating is undertaken in the light of the substance and not of the form of the contract. Fixed assets acquired under finance lease contracts, as well as the corresponding liabilities, are recorded using the financial method, with recognition of the tangible fixed assets, the corresponding accumulated depreciation, as defined in Indents iii) and v) hereabove and debts pending settlement in keeping with the contractual financial plan. Additionally, the interest included in the value of the lease payments and the depreciation of the tangible fixed asset is recognised as costs in the income statement of the year to which they refer. In operating leases payments owed are recognised as a cost in the income statement on a linear basis over the life of the lease contract. vii) Investment Properties
Investment properties consist of land and buildings the purpose of which is to generate rents and/or secure the appreciation of capital invested (particularly land held in Central Europe for a future undetermined current use) and not for use in the production or supply of goods or services, for administrative purposes or for sale during the course of day-to-day business. Investment properties, including those at the construction stage, are recorded at their fair value determined by an annual valuation performed by independent, specialised entities or in accordance with current prices realisable on the market in question. Variations of the fair value of investment properties are recognised directly in the income statement for the period under variation of the value of investment properties. For reasons to do with the working of the Angolan market, the Group has opted not to apply this policy to investment properties held in that country, and it carries them at acquisition cost less any subsequent accumulated depreciation and/or impairment losses. At the end of 2010, the Group held no investment properties in Angola. Costs incurred with investment properties in use, namely maintenance, repairs, insurance and property taxes (municipal rates), are recognised in the consolidated income statement for the period to which they refer.
viii)
Non-current assets held for sale
Non-current assets are classified as held for sale if their book value can be recovered only through a sale and not through their ongoing use. For such assets to be so classified they have to be available for immediate sale as found,
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the sale has to be highly probable, the board of directors must be committed to execute such a sale and the sale must occur within 12 months, as determined in IFRS 5 - Non-current Assets Held for Sale and Discontinued Operations. Non-current assets classified as held for sale are carried at the lesser of book value and fair value, after deduction of expected selling costs.
ix)
Financial assets & liabilities
Financial assets and liabilities are recognised in the financial position statement when the Group becomes a contracting party to the respective financial instrument. a) Financial instruments:
The Group profit & classification depends of the intention underlying the investment. The classification is determined at the time of the initial recognition and is reappraised half-yearly. Investments carried at fair value through profit & loss: this category is divided into two sub-categories:
classified in this category, particularly if acquired to be sold in the short term or if the adoption of valuation using this method eliminates or significantly reduces an accounting lag. Derivatives instruments are also classified as held for trading unless assigned to hedging operations. Assets of this category are classified as current assets if they are held for trading or if they are expected to be realised within 12 months of the balance sheet date; Loans and accounts receivable are non-derivative financial assets having fixed or variable reimbursements that are not quoted in active, liquid markets. These financial investments arise when the Group provides cash, goods or as current assets, except in those cases in which the maturity is greater than 12 months of the balance sheet date, these being classified as non-current assets. In both cases, this category appears in the financial position statement under Customers and Other debtors; Investments held for sale: These include financial assets, other than derivatives, that are designated as held for sale or those that do not fall within the previous categories. This category is included under non-current assets unless the board of directors intends to sell the investment within 12 months of the balance sheet date. Investments held to maturity are classified as non-current assets unless they fall due within 12 months of the balance sheet dat -current. All purchases and sales of these investments are recognised on the date of signature of the respective contracts, regardless of the financial settlement date. The investments are initially recorded at acquisition cost, which is the sum paid on acquisition date and corresponds to their fair value as of that day, including transaction costs. After initial recognition, investments recorded at fair value through profit & loss and held-for sale investments are revalued at their fair value as marked to market as of the balance sheet date, with no deduction in respect of transaction costs that might be incurred up to their sale. Gains or losses arising from alteration of the fair value of held-for sale are investments are recorded in the consolidated statement of comprehensive income under "Fair Value Reserve - Held-for-sale investments" until such time as the investment is sold, received or in any other way disposed of, or in those cases in which the fair value of
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the investment is lower than cost and provided it is considered a significant or permanent impairment loss, when the accumulated gain or loss is recorded in the income statement. Gains or losses caused by alteration to the fair value of trading investments are recorded in income statement for the period. Gains and losses, realised or otherwise, caused by an alteration to the fair value of "Investments held at fair value through profit & loss" are recorded in the income statement for the period. The fair value of the investments is based on current market prices. If the market of which the investment is a part is not an active or liquid one (unquoted investments), the Group establishes its fair value using other valuation techniques, such as transactions in substantially similar financial instruments, financial-flow analyses and price option models adjusted to reflect the specific circumstances. The fair value of listed investments is calculated on the basis of the Euronext close on the balance sheet date. The Group performs valuations on each balance sheet date if there is objective evidence that a financial asset could be impaired. In the case of capital instruments classified as held for sale, a significant or prolonged decline of their fair value to less than cost indicates that the asset is in a situation of impairment. For other assets, objective signs of impairment may include: - financial difficulties of the counterparty in settling its debts; - failure by the counterparty to repay in a timely manner credit extended by the Group; - high probability that the counterparty may be involved in bankruptcy or debt-restructuring proceedings. For financial assets carried at amortised cost, the amount of the impairment results from the difference between their book value and the present value of future cash flows discounted at the initial real interest rate. The book value of financial assets is reduced directly by any impairment losses encountered, with the exception of trade accounts receivable and other debtors for whom the Group sets aside a specific "Accumulated impairment loss" account. When an account receivable from customers or other debtors is considered a bad debt, it is written off against "Accumulated impairment losses". Amounts subsequently received in respect of accounts receivable from customers or other debtors written off in the financial statements are credited to the income statement for the period. Alterations to "Accumulated impairment losses" are recorded in the income statement for the period. With the exception of Available-for-sale investments, if, in a subsequent year, there is a reduction of accumulated impairment losses and if this decrease is objectively the result of an event after the date of recognition of the impairment, the decrease is recorded through the income statement for the period up to the limit of the existing Accumulated impairment loss. Investments held to maturity are recorded at amortised cost using the real interest rate, net of amortisation of principal and interest received. All available-for-sale financial investments involving shares in unlisted companies are carried at their acquisition cost, taking into account always any impairment losses in the event of objective proof of impairment. The Group's board of directors is of the conviction that the fair value of these investments does not differ significantly from their acquisition cost. Dividends received in respect of equity instruments classified as Available-for-sale investments are recognised in the income statement for the period in which the right to receive them was established. b) Customers & other debtors
The debts of "Customers" and of "Other debtors" are carried at their nominal value less any accumulated impairment losses, so as to reflect their net realisable value. c) Borrowings
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Borrowings are carried in liabilities at amortised cost. Any costs incurred with the issue of these loans are carried as a deduction from the debt and are recognised over the life of the loans in question, in keeping with the actual interestrate method. d) Accounts payable
Accounts payable that do not bear interest are recorded at their nominal value, which is substantially the same as their fair value, in that the effect of the discount is considered immaterial. e) Financial liabilities and own funds instruments
Financial liabilities and own funds instruments are classified in accordance with the contractual substance of the transaction. The Group considers own funds instruments to be those in which the contractual support of the transaction shows that the Group has a residual interest in a set of assets after deduction of a set of liabilities. f) Derivatives instruments
The Group uses derivatives instruments in the management of its financial risks solely to hedge these risks, and derivatives instruments are not used for speculative purposes. Use of financial derivatives instruments is duly authorised by the board of directors of the Group. The derivatives instruments used by the Group defined as cash-flow hedging instruments involve solely interest-rate hedging instruments in respect of loans obtained. The amount of the loans, the interest payment dates and the repayment plans of the loans underlying the interest-rate hedging instruments are similar to the conditions established for the loans taken out. The criteria employed by the Group in classifying derivatives instruments as cash-flow hedging instruments are as follows: - the hedge is expected to be highly effective in offsetting alterations to cash flows attributed to the hedged risk; - effectiveness of the hedge can be reliably measured; - there is adequate documentation as to the transaction to be hedged at the beginning of the operation; and - the transaction covered by the hedge is highly probable. Interest-rate hedging instruments are initially recorded at cost, if any, and are subsequently revalued at their fair value. Alterations to the fair value of these instruments, associated with that part that is actually hedged, are recognised in the consolidated statement of comprehensive income under "Fair value reserves derivatives", and are transferred to the income statement for the period that the instrument that is hedged affects the results. Accounting of derivatives instruments is discontinued when the instrument falls due or is sold. In those cases in which the derivative instrument is no longer qualified as a hedging instrument, accumulated differences of fair value deferred in the consolidated statement of comprehensive income under "Fair value reserves - Derivatives" are transferred to the income statement for the period or added to the value of the asset to which the transactions subject to hedging gave rise, and subsequent revaluations are recorded directly under the headings of the income statement. With regard to derivatives instruments which, though contracted for economic hedging purposes, do not meet all the requirements of IAS 39 Financial Instrument: Recognition and Measurement insofar as the possibility of accounting qualification as hedges is concerned, the respective variations of fair value are recorded in the income statement for the period in which they occur. g) Treasury shares
Treasury shares are carried at acquisition cost as a deduction from equity. Gains or losses inherent in the sale of treasury shares are recorded under Other reserves
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h)
Bills discounted and accounts receivable assigned under factoring arrangements
The Group derecognises the financial assets of its financial statements solely when contractual entitlement to the financial flows inherent in such assets expires or when the Group substantially transfers all the risks and benefits inherent in the possession of such assets to a third party. Consequently, customer balances secured by bills discounted not yet fallen due and accounts receivable assigned under factoring arrangements as of the date of each balance sheet, with the exception of factoring operations without recourse, are recognised in the Group's financial statements up to such time as they are received, with a contra entry under "Sundry creditors". x) Cash and cash equivalents
The amounts carried under "Cash & cash equivalents" correspond to cash-in-hand, bank deposits at sight and with agreed maturity dates and other cash placements falling due within less than three months that can be mobilised immediately and have an insignificant risk of alteration of value. xi) Inventories
Merchandise, raw and subsidiary materials, and consumables are carried at the lesser of average acquisition cost or of market value (estimated selling price less costs to be incurred with their sale). Finished and semi-finished products, sub-products and products and work in progress are carried at production cost, which is less than market value. Production costs include the raw materials incorporated, direct labour and manufacturing overheads. xii) Accrual accounting
Income and expenditure are recorded in accordance with the accrual accounting principles whereby they are recognised as and when generated regardless of the moment when they are received or paid. Differences between the amounts received and paid and the corresponding revenues and expenses are recorded under "Other current assets", "Other current liabilities" and "Other non-current liabilities". xiii) Revenue
Revenue is recorded at the fair value of assets received or receivable, net of expectable discounts and returns . a) Recognition of costs and income generated by works
The Group recognises the results of works, contract by contract, in accordance with the percentage of finishing method, understood to be the ratio between costs incurred by each job up to a given date and the sum of those costs with those estimated to complete the job. Differences between the figures obtained by the application of the degree of finishing to the estimated income and the sums invoiced are recorded under "Production not invoiced" or "Advance billing", included under "Other current assets" and "Other current liabilities". As far as construction contracts performed by companies/affiliated companies in African countries are concerned, revenues are accounted in accordance with the interim payment certificate of performed works with positive or negative differences from the revenues invoiced calculated on a contract basis and shown in sub-invoiced stemming from the adoption of this policy as compared to the one described in the above paragraph does not produce any materially relevant effect in consolidated financial statements. Variations of the works affecting the income agreed for the contract are recognised in the income statement for the period, provided it is likely that the customer will approve the revenue caused by the variation and that it can be reliably measured.
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Claims for reimbursement of costs not included in the contract price are included in the contract value when the negotiations reach an advanced state at which it is likely that the customer will accept same and they can be reliably measured. To meet costs to be incurred during the works' warranty period, the Group recognises each year a liability to cover this legal obligation, which is determined taking into account the year's production volume and the history of costs incurred in the past with works during the warranty period. When it is probable that the total costs provided for in the construction contract will exceed the income defined therein, the expected loss is immediately recognised in the income statement for the period. b) Short-duration civil construction works and public works
In this provision of services contracts the Group recognises income and costs as they are invoiced or incurred, respectively. c) Recognition of costs and income in real-estate business
Relevant costs incurred with real-estate undertakings are calculated taking account the direct cost of construction as well as all costs associated with the preparation of plans and with the licensing of the works. Costs attributable to financing, supervision and inspection of the undertaking are also added to the cost of real-estate undertakings, provided they are under way. For the purpose of capitalisation of financial charges and costs incurred with the supervision and inspection of the undertaking, it is considered that the undertaking is under way if a decision of the authorities involved is awaited, or if the undertaking is under construction. Should the undertaking not be in one of the foregoing circumstances, it is considered stopped and capitalisation referred to above is suspended. In accordance with IFRIC 15, Sales in the real estate activity are recognized whenever all the risks related to the asset are substantially transferred to the buyer (or, at the date of signature of the transfer ownership contract of the asset). xiv) Cost of preparation of bids
Costs incurred with the preparation of bids for sundry calls for tender are recognised in the income statement for the period in which they are incurred, in view of the fact that the outcome of the bid cannot be controlled. xv) Own work capitalised Own work capitalised consists basically of construction and repair work carried out by the companies themselves, as well as major repairs of equipment, including materials, direct labour and overheads. These costs are capitalised only where the following requirements are met: xvi) the assets developed are identifiable; there is strong probability that the assets will come to generate future economic benefits; and the development costs are reliably measurable Assets and liabilities expressed in foreign currency
All assets and liabilities expressed in foreign currency are translated into the presentation currency using the exchange rates ruling on the reporting date. Currency translation differences, both favourable and unfavourable, stemming from differences between exchange rates ruling on the date of the transactions and those ruling on the date of the collections or payments or balance sheet dates, are recorded as income and costs in the income statement for the period.
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In preparing the consolidated financial statements, the assets and liabilities of the financial statements of the Group's foreign entities are translated into euros using the exchange rates ruling on the balance sheet date. Costs and income, as well as the cash flows are also translated into euros at the average annual rate. The resultant currency translation difference is recorded under equity under Currency translation reserves. At the time of sale of such foreign entities, the accumulated currency translation differences are recorded in the income statement for the period. Currency translation differences associated with receivables/ payables whose maturity are not defined but is expected to occur (net investment in foreign operational units) are recorded in the consolidated statement of comprehensive income and are transferred to the income statement for the period when the receivables/ payables are amortised/ disposed of/ settled. Goodwill and the fair-value adjustments of assets and liabilities acquired as a result of the acquisition of foreign entities are dealt with as assets and liabilities in foreign currency and are translated into euros at the exchange rates ruling on the balance sheet date. The financial statements of subsidiaries and branches expressed in foreign currencies are translated into euros. xvii) Income tax
Since January 2010 Mota-Engil is covered by the special taxation of groups of companies mechanism, and therefore the current tax is calculated on the basis of the taxable profits of the companies included in the consolidation and in the special mechanism, in keeping with its rules. The special taxation of groups of companies mechanism includes all companies in which there is a direct or indirect holding of at least 90% of the equity capital, are resident in Portugal and are taxed under Corporate Income Tax. For companies not covered by the special taxation mechanism, current tax is calculated in the basis of their taxable profits, in accordance with the tax rules in force at the place of each company's registered office. Deferred taxes are calculated on the basis of the balance sheet liability method and refer to temporary differences between the values of assets and liabilities for accounting purposes and their respective values for taxation purposes. Deferred tax assets and liabilities are calculated and valued each year using the tax rates in force on or announced for, the date of reversion of the temporary differences. Deferred tax assets are recorded only when there are reasonable expectations of future tax profits sufficient to use them. On each balance sheet date a reappraisal is performed of the differences underlying deferred tax assets with a view to recognising deferred tax assets not previously recorded because the conditions to do so were not then extant and/or to reduce the amount of deferred tax assets recorded in the light of present expectations of their future recovery. The amount of tax to be included both under current tax and under deferred tax resulting from transactions or events recognised under reserves is recorded directly under those headings and does not affect the year's result. xviii) Financial charges on borrowings
Financial charges related with borrowings are generally recognised as a cost in accordance with accrual accounting principles. Financial charges on borrowings directly related with the acquisition, construction or production of fixed assets or associated with motorway concessions or real-estate projects classified under inventories, are capitalised and come to form part of the cost of the asset. Capitalisation of these charges begins following the start of preparation of the activities involving construction or development of the asset and is interrupted following the start of the use or the end of production or construction of the asset, or in the event that the product in question is suspended.
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xix)
Provisions
Provisions are recognised when and only when the Group has a present obligation (legal or implicit) resulting from a past event and it is probable that, to fulfill such an obligation, there will be an outflow of funds, provided that the amount of the obligation can be reasonably estimated. The provisions are reviewed on each balance sheet date and are adjusted to reflect the best estimate on that date, taking into account the risks and uncertainties inherent in such estimates. Where a provision is determined taking into account the future cash flows required to settle the obligation it is recorded for their actual value. Provisions for restructuring costs are recognised by the Group whenever there is a formal, detailed restructuring plan that has been communicated to the parties involved. xx) Pensions
Liabilities for defined-benefit pension plans attributed to some former and present employees of the Group are suited to the plan in question. xxi) Subsidies granted by the State
Subsidies granted to finance personnel training courses are recognised as income during the period of time in which the Group incurs the respective costs and are presented in the income statement as a deduction from these costs. Subsidies granted to finance investment in fixed assets are recorded as deferred income and are recognised in the income statement over the estimated useful life of the assets in question. xxii) Impairment of assets other and goodwill
An impairment valuation is undertaken on each balance sheet date and whenever an event or alteration to circumstances is identified, suggesting that the amount at which an asset is carried may not be recovered. In the event that the sum at which an asset is carried is greater than its recoverable value, impairment loss is recognised and is recorded in the income statement under Other operating costs . The amount recoverable is the higher of net selling price and of the value-in-use. The net selling price is the amount that can be obtained on the sale of the asset in an arm's length transaction, less costs directly attributable the sale. The value-in-use is the present value of future estimated cash flows arising from the ongoing use of the asset and from its sale at the end of its useful life. The amount recoverable is estimated for the asset, individually, or, should this not be possible, for the cash-generating unit to which the asset belongs. Reversal of impairment losses recognised in previous years is recorded when the reasons that caused the recording no longer exist and, consequently, the asset is no longer impaired. Reversal of impairment losses is recognised in the income statement as an operating profit. However, reversal of an impairment loss is undertaken up to the limit of the sum that would be recognised (either through the historic costs or through its revalued value, net of amortisation of depreciation) had the impairment loss not been recorded in previous years. Evidence that impairment exists in accounts receivable appears where: - the counterparty is in significant financial difficulty; - there are significant delays in payment by the counterparty of interest and principal; and - it become probable that it will be wound up or go into financial restructuring. In the case of inventories, any reduction of their net realisable value is calculated on the basis of market values and of various inventory-rotation indicators.
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For Goodwill and for Financial investments, the recoverable amount is essentially determined on the basis of the latest financial projections in respect of such assets. xxiii) Balance sheet classification
Assets realisable and liabilities enforceable more than one year after the balance sheet date are classified as noncurrent assets and liabilities respectively. Additionally, for their nature, deferred tax assets and liabilities and "Provisions" are classified as non-current assets and liabilities (Note 13 Income Tax and Note 29 Provisions, respectively). xxiv) Contingencies
Contingent liabilities are not recognised in the consolidated financial statements and are disclosed in the notes to the financial statements unless the possibility of an outflow of funds affecting future economic benefits is remote. A contingent asset is not recognised in the financial statements, but is disclosed in the notes to the financial statements when it is likely that there will be a future economic benefit. xxv) Subsequent events
Events occurring after the balance sheet date that provide additional information on conditions that existed as of the reflected in the consolidated financial statements. Events following the -adjusting financial statements. xxvi) Judgments and estimates
In preparing the financial statements the Group's board of directors based itself on its best knowledge and experience of past and/or current events while taking into account certain assumptions in respect of future events. The more significant accounting estimates reflected in the consolidated financial statements for the years ended December 31, 2009 & 2008, include: fair value and useful lives of the tangible assets, land, buildings and quarrying in particular; impairment tests performed on goodwill and on tangible assets; recording provisions and impairment losses; recognition of costs and income generated by works in progress; determination of the fair value of the derivative financial instruments.
The estimates were made on the basis of the best information available on the date of preparation of the consolidated financial statements. However, situations could occur during subsequent periods that, not being predictable at this time, were not taken into account in these estimates. Alterations to these estimates taking place after the date of the consolidated financial statements will be revised in results in a prospective manner, in accordance with the provisions of IAS 8.
xxvii)
Consolidated cash-flow statement
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The consolidated cash-flow statement is prepared in accordance with IAS 7, using the direct method. The Group alteration of value is insignificant, including the blocked sums of term deposits of the concessionaire companies assigned to debt servicing. The cash-flow statement is divided into operating, financing and investing activities. Operating activities include cash received from customers, payments to suppliers, payments to staff and others related with operating activities. Cash flows involved in investing activities include, in particular, acquisitions and disposals of investments in associates and subsidiaries and cash paid and received stemming from the purchase and sale of fixed assets. The cash flows related to financing activities include, in particular, cash paid and received in respect of borrowings, finance lease contracts and dividend payments. xxviii) Management of capital invested
The fundamental aim of capital management at the Mota-Engil Group is to ensure the continuity of the Group's operations in an endeavour to maximise the creation of value for its equityholders, especially through the adoption of an efficient structure of capital employed through optimisation in the balance sheet of the ratio between own and borrowed funds. The Group's capital structure therefore comprises its equity, debt with recourse, debt without recourse and also amounts available as cash & cash equivalents. Equity includes the fully subscribed and paid up issued capital of Mota-Engil SGPS in the sum of 204,635,695, represented by 204,635,695 ordinary shares each of a par value of admitted to listing in the Euronext Lisbon 1, regulated securities market. It also includes all the reserves of capital accumulated by the Group, namely those imposed by law, the free reserves, the asset-revaluation reserves, the currency-translation reserves and the goodwill reserves created on the consolidation of the Group companies. Lastly, it also includes previous years' results not paid out to equityholders. Generally speaking, Group debt has two different sources: debt with recourse and debt without recourse. These two categories differ in the type of liability assumed by the Group in respect of fulfillment of the payment obligation. On the one hand, while debt with recourse assumed by any Group company can be demanded of its equityholders, debt without recourse, assumed solely within the scope of the concession businesses financed under project finance arrangements, is enforceable only as far as the company that took out the loan is concerned and, therefore, only the assets of that company answer for its payment. The maturity structure of the debt is suited to the characteristics of the assets it finances, with a focus on long-term maturities so as to meet, above all, the Group's investments of a permanent nature. The origin of the capital requirements imposed on the Group externally may be legal or contractual or may be required for access to markets. The main legal requirement is respect of capital is imposed by Article 35 of the Companies Code, which stipulates that the equity of a Company must be more than half the issued capital. At Mota-Engil Group there has been no ongoing failure to comply with this rule in that, in those cases where compliance might be temporarily called into question, those measures seen to be most adequate are immediately applied. Capital requirements imposed contractually mainly involve financing contracts with banks. In more relevant financing transactions, covenants are sometimes established that are linked with ratios that relate the capital structure with the Group's operating profitability. These contractual clauses are defined in the light of negotiations with the financing entities and, throughout the history of the Group, there has been no case of breach of such contracts. A large part of the business carried on by the Mota-Engil Group is undertaken in close co-operation with the public sectors of those countries in which it is involved. Both in the construction of public works and in obtaining construction, operating and maintenance licences for public infrastructures, the Group faces conditions of access to these markets that are subject to strict regulations and supervision. Some of the conditions of access to these
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markets require that the bidder has proven financial capacity and robustness, without which it will be excluded. The Mota-Engil Group is particularly concerned as to compliance with the requirements usually imposed in this field and, indeed, it has been able to turn this aspect into one of its strong points when compared to its main competitors. This is a competitive advantage compared to its rival bidders in major national and international projects. xxix) Financial risk management
The Group's management of the financial risks that it incurs is set out in Chapter 5 of the management report included in this Report and Accounts.
2. Companies included in the consolidation

As at December 31, 2009, the companies included in the consolidation and the respective consolidation methods, registered offices, business, proportion of issued capital held, date of incorporation and date of acquisition of the equityholdings are as listed in Appendix A. The main alterations to the consolidation perimeter during 2010 are detailed in Note 36. Variation of perimeter.
3. Sales & services rendered

The breakdown of sales and services rendered during the years to December 31, 2010 & 2009 is as follows:
2010 Sales of merchandise Sales of products Services rendered 41,051,593 80,339,491 1,883,159,818 2,004,550,902 2009 restated 58,407,245 84,783,837 1,835,541,657 1,978,732,739 2009 70,199,023 96,014,279 1,965,031,280 2,131,244,582
During 2010 and 2009 there was no discontinuation of the businesses of the Group.
4. Business segments
The Group makes use of its in-house organisation for management purposes as the basis for reporting information by operational segments. The Group is organised as two main business areas Engineering & Construction and Environment & Services which are co-ordinated and supported by Mota-Engil SGPS and by MESP. The Engineering & Construction segment includes construction activities, public works and property development. The Environment & Services segment basically covers the companies engaged in solid urban waste collection and treatment, the water and basic sanitation companies, and the port operations companies. The figures in respect of Mota-Engil SGPS, MESP and the Group companies in the Tourism area are included under "Other, eliminations & intra-group" which also includes sums in respect of inter-operational segment flows and balances. During 2010, the Group altered the method of consolidation of its financial interests in several joint arrangements, which are not consolidated using the equity method (rather than the proportional method). This alteration caused
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greater impact on the transport-infrastructure concessionaire companies that lie within the scope of the Ascendi projects (the partnership with the Banco Esprito Santo (BES) Group that are therefore considered joint arrangements). Under these circumstances, and since the balance sheets and income statements of these companies are no longer included in the consolidated financial statements of the Group using the proportional method, the Transport Concessions area is no longer a reportable area. The financial information by operating segment is broken down as follows:
2010 Sales & services rendered EBITDA Amortizations Operating profit Net financial income Gains / (losses) on associated companies Income tax Consolidated net profit of the year attributable: to Non-Controlling interests to the Group
Engineering & Construction Environment & Services Transport concessions Others, eliminations & intra-Group Mota-Engil Group
1,599,023,363 162,493,522 (54,664,597) 94,520,925 (18,744,732) (1,809,670) (9,623,763) 21,604,079 42,738,681

410,056,169 80,776,843 (29,784,034) 46,832,721 (23,563,524) (1,716,451) (12,465,306) 9,166,568 (79,129)

Environment & Services Transport concessions
(4,528,630) (5,976,476) (1,931,158) (9,607,635) (8,619,337) 11,032,308 3,121,152 1,635,367 (5,708,878)

Others, eliminations & intra-Group
2,004,550,902 237,293,889 (86,379,789) 131,746,011 (50,927,593) 7,506,187 (18,967,917) 32,406,014 36,950,674

Mota-Engil Group
2009 restated Sales & services rendered EBITDA Amortizations Operating profit Net financial income Gains / (losses) on associated companies Income tax Consolidated net profit of the year attributable: to Non-Controlling interests to the Group 2009 Sales & services rendered EBITDA Amortizations Operating profit Net financial income Gains / (losses) on associated companies Income tax Consolidated net profit of the year attributable: to Non-Controlling interests to the Group
1,654,265,892 130,127,732 (50,996,542) 74,831,723 (21,191,706) 6,615,829 (16,014,666) 367,786 43,224,778

328,820,057 66,819,732 (24,299,013) 40,415,263 (18,677,325) (1,500,750) (8,927,321) 8,835,166 2,474,704

Environment & Services Transport concessions
(4,353,210) (679,251) (2,074,245) (2,753,496) (7,966,940) 36,313,508 1,415,160 743,849 26,912,996

Others, eliminations & intra-Group
1,978,732,739 196,268,213 (77,369,800) 112,493,490 (47,835,971) 41,428,587 (23,526,827) 9,946,801 72,612,478

Mota-Engil Group
1,693,864,575 134,152,064 (52,465,085) 77,627,200 (22,152,456) 7,343,241 (16,294,735) 367,786 46,155,463
333,482,305 66,308,914 (27,594,361) 36,597,105 (18,145,345) 492,660 (8,510,051) 8,315,909 2,118,462
117,488,400 104,961,816 (43,651,934) 61,276,496 (67,189,468) 2,209,195 (4,237,732) (1,135,218) (6,806,291)
(13,590,698) (1,068,103) (2,074,484) (3,142,586) (7,967,593) 40,523,200 1,483,029 625,592 30,270,458
2,131,244,582 304,354,691 (125,785,864) 172,358,215 (115,454,862) 50,568,297 (27,559,489) 8,174,069 71,738,092
As at December 31, 2010, sales and services rendered between business segments are carried under "Other, eliminations and intra-group", and are immaterial. Gains/(losses) on associate companies during 2010 are essentially caused by the effect of the application of the equity method to the financial investment in Martifer, SGPS, SA, and in Ascendi Group, SGPS, SA.. During the years ended December 31, 2010 & 2009, intra-group sales were undertaken at prices similar to those used for sales to external companies.
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The breakdown of the Group's total net assets and liabilities of by primary segments is as follows:
Assets 2010 Engineering & Construction Environment & Services Transport concessions Holding, others and adjustments 2,264,388,898 948,215,590 243,561,696 3,456,166,184 2009 restated 1,832,161,271 788,791,518 282,944,631 2,903,897,420 2009 1,875,362,462 794,814,636 1,799,250,437 144,703,343 4,614,130,878 2010 1,865,575,135 880,156,460 229,704,690 2,975,436,285 Liabilities 2009 restated 1,546,588,209 714,807,922 249,690,551 2,511,086,682 2009 1,589,789,400 719,619,845 1,738,154,900 190,475,441 4,238,039,586
The Group's investments and amortisation by primary segments are as follows:

Net investment 2010 Engineering & Construction Environment & Services Transport concessions Holding, others and adjustments 74,534,000 83,342,573 3,177,427 161,054,000 2009 restated 113,203,513 84,376,125 884,057 198,463,695 2009 114,205,076 86,973,011 320,052,879 (4,773,935) 516,457,031 2010 54,664,597 29,784,034 1,931,158 86,379,789 Depreciation & Amortization 2009 restated 50,996,542 24,299,013 2,074,245 77,369,800 2009 52,465,085 27,594,361 43,651,934 2,074,484 125,785,864
The Group's business is international in scope and it operates on the Iberian Peninsula, in Central Europe (namely Poland, Hungary, Czech Republic, Romania, Slovakia), in Africa (namely Angola, Mozambique, Malawi, Benin, Algeria, Cape Verde and Chad), in North America (USA) and in South America (Peru, Mexico and Venezuela). Thus, 3 major geographic areas of operations have been defined: Iberian Peninsula, Central Europe and Africa & America. The breakdown of Sales & services rendered by geographic segment is as follows:
Sales & services rendered 2010 Iberian Peninsula Central Europe Africa & America Others, eliminations & intra-Group 1,030,392,529 241,305,923 750,403,673 (17,551,223) 2,004,550,902 2009 restated 1,383,897,028 291,279,181 551,090,688 (247,534,158) 1,978,732,739 2009 1,522,004,078 294,281,626 569,495,408 (254,536,530) 2,131,244,582
As at December 31, 2010 & 2009, the Group's sales and provision of services involved a wide range of customers, none of which accounted for over 10% of the Group's total turnover. The breakdown of assets held and investments made by geographic segment is as follows:
Assets 2010 Iberian Peninsula Central Europe Africa & America Others, eliminations & intra-Group 2,465,855,192 364,106,855 1,140,209,925 (514,005,788) 3,456,166,184 2009 restated 2,573,393,579 310,945,652 613,943,438 (594,385,249) 2,903,897,420 2009 4,428,208,861 323,068,657 733,399,327 (870,545,967) 4,614,130,878 2010 126,127,665 14,045,426 20,880,720 189 161,054,000 Net investment 2009 restated 225,824,255 47,078,504 20,069,396 (94,508,460) 198,463,695 2009 399,879,602 47,078,504 95,454,289 (25,955,364) 516,457,031
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5. Cost of merchandise and of subcontracts

The breakdown of the cost of materials consumed and of subcontracts during the years ended December 31, 2010 & 2009, is as follows:
2010 Opening stocks Variation of perimeter, transfers and regularization Purchases Closing stocks Subcontracts Cost of Goods Sold, Materials Consumed & Subcontracts
Merchandise Raw & subsidiary materials & consumables Total
52,628,190 (26,029,305) 23,577,592 (38,286,426) 11,890,051
50,069,303 (596,238) 317,958,386 (47,947,573) 319,483,878
102,697,493 (26,625,543) 341,535,978 (86,233,999) 331,373,929 844,319,977 1,175,693,906
2009 restated Opening stocks Variation of perimeter, transfers and regularization Purchases Closing stocks Subcontracts Cost of Goods Sold, Materials Consumed & Subcontracts
2009 Opening stocks Variation of perimeter, transfers and regularization Purchases Closing stocks Subcontracts Cost of Goods Sold, Materials Consumed & Subcontracts
Merchandise
Raw & subsidiary materials & consumables
Total
56,640,111 (146,548) 21,756,947 (52,628,190) 25,622,320
64,240,582 (3,750) 328,279,808 (50,069,303) 342,447,337
120,880,693 (150,298) 350,036,755 (102,697,493) 368,069,657 878,644,414 1,246,714,071
Merchandise
Raw & subsidiary materials & consumables
Total
56,640,111 (146,548) 38,452,341 (54,081,697) 40,864,207
64,240,582 (3,750) 336,031,080 (52,524,857) 347,743,055
120,880,693 (150,298) 374,483,421 (106,606,554) 388,607,262 891,814,578 1,280,421,840
contract with a third-party.
Group signed a renting
6. Third-party Supplies & Services

The breakdown of third-party supplies & services during the years ended December 31, 2010 & 2009, is as follows:
2010 Leases & rents Specialised works Transport, travel and board & lodging Maintenance & repairs Fuel Insurance Commissions & fees Water & electricity Utensils & office equipment Vigilance & security Communications Advertising & publicity Other supplies & services 110,075,410 51,294,119 40,907,708 32,471,384 18,571,860 10,342,994 7,641,397 8,008,271 10,705,961 8,014,909 6,388,499 2,637,415 33,360,098 340,420,025 2009 restated 118,445,176 63,215,492 47,118,930 28,028,721 15,896,847 11,663,148 10,261,968 8,688,197 7,731,673 7,244,444 5,108,121 1,905,442 34,233,314 359,541,473 2009 123,540,738 69,160,849 48,811,225 31,793,157 16,338,260 12,973,514 11,497,525 9,376,614 8,016,145 7,425,955 5,467,707 2,146,497 36,232,198 382,780,384
2009, includes the sums of 11,260,887 and 7,153,210 respectively, in respect of the rents of operational lease transactions. Operating lease payments falling due are as follows:
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Maturity 1 year Between 2 and 5 years more than 5 years
2010 11,294,669 17,320,401 2,367,800 30,982,870
2009 restated 7,014,928 8,983,687 3,108,634 19,107,249
2009 7,174,670 8,983,687 3,108,634 19,266,991
The Group's main operating lease contracts are in respect of premises leases and vehicle rental and hardware leases.
7. Staff costs
The breakdown of staff costs during the years ended December 31, 2010 & 2009, is as follows:
2010 Remuneration Social security charges: Pensions & other benefits granted Other 279,196,220 1,231,040 78,159,544 358,586,804 2009 restated 242,997,000 1,656,699 69,347,712 314,001,411 2009 252,937,725 1,656,828 71,571,506 326,166,059
Liabilities for Pension and Retirement Plans are detailed in Note 32. As December 31, 2010 & 2009, "Other" essentially includes costs borne in respect of Social Security, meal & sickness subsidies, and workmen's compensation insurance.
Average staff numbers

The average number of personnel in the service of the Group during 2010 & 2009 is broken down as follows:
2010 Management Employees Workers 126 8,417 10,861 19,404 Companies in Portugal Companies abroad Branch offices 8,123 5,221 6,060 19,404 2009 restated 143 7,993 10,845 18,981 8,862 3,876 6,243 18,981 2009 170 8,240 10,892 19,302 9,063 3,996 6,243 19,302
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8. Other operating income / (costs)

The breakdown of operating income and costs during the years ended December 31, 2010 & 2009, is as follows:
2010 Donations Gains/(losses) on the sale of fixed assets Taxes Operating subsidies Own work capitalised Other income/(costs) (1,192,718) 4,801,721 (17,585,165) 1,617,629 6,407,007 (8,362,899) (14,314,425) 2009 restated (2,174,372) 1,556,669 (14,322,464) 949,764 3,178,647 (11,942,265) (22,754,021) 2009 (2,213,192) 1,557,066 (15,582,925) 964,849 32,434,796 (18,024,629) (864,035)
Group.
9. Depreciation
The breakdown of depreciation for the years ended December 31, 2010 & 2009, is as follows:
2010 Amortization of intangible fixed assets for the year: Development costs Software & other rights Concession Operation Licenses 2009 restated 1,281,109 2,183,687 6,759,788 10,224,584 2009
289,365 1,743,193 9,933,081 11,965,639
1,651,014 2,193,541 1,731,557 5,576,112
Depreciation of tangible fixed assets for the year: Land & buildings Equipment Engineering & Construction Environment & Services Transport concessions Other & eliminations Other tangible fixed assets 6,592,870 49,792,320 16,663,226 416,437 66,871,983 949,297 74,414,150 86,379,789 5,401,280 45,233,232 12,433,258 290,344 57,956,834 3,787,102 67,145,216 77,369,800 10,792,685 46,368,348 15,562,523 43,376,774 290,525 105,598,170 3,818,897 120,209,752 125,785,864
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10. Provisions and impairment losses

The breakdown of provisions and impairment losses for the years ended December 31, 2010 & 2009, is as follows:
2010 Provisions (Note 29. Provisions) Engineering & Construction Environment & Services Impairment losses stocks (Note 23. Stocks) Engineering & Construction Environment & Services trade receivables and other debtors (Note 24. Other financial assets) Engineering & Construction Environment & Services Transport Concessions Other & Eliminations Reversal of provisions and impairment losses Engineering & Construction Environment & Services Total of provisions and impairment losses 2009 restated 3,135,464 1,452,032 4,587,496 2009
11,494,714 2,648,371 14,143,085
3,239,093 1,452,032 4,691,125
222,803 222,803 7,018,270 1,792,085 1,700,000 10,510,355 (5,427,786) (280,368) (5,708,154) 19,168,089
1,294,040 56,941 1,350,981 3,232,049 1,360,047 4,592,096 (3,362,086) (763,564) (4,125,650) 6,404,923
1,295,736 56,941 1,352,677 3,361,658 1,373,424 33,385 4,768,467 (3,836,709) (764,948) (4,601,657) 6,210,612
Reinforcements of net provision at the Engineering & Construction segment, intended primarily to cope with the contingencies of the business closure in some geographies and to face some impairment losses problems detected in
11. Financial profit / (loss)

The breakdown of financial results for the years ended December 31, 2010 & 2009, is as follows:
2010 Financial income & gains Loans and accounts receivable: Interest income Cash discounts received Exchange gains Gains on sales of financial investments Other financial assets & liabilities: Income of real estate Income from equity investments Other financial income & gains Financial costs & losses Loans and accounts payable: Interest losses Cash discounts granted Exchange losses Impairment losses in Available-for-sale financial assets (Note 21) Losses on investment properties: Depreciation of investment in real-estate (Note 1-vii)) Other financial assets & liabilities: Other financial costs & losses 2009 restated 2009
22,583,614 736,721 53,676,019 363,288
22,956,820 766,179 29,849,421 4,279,578
25,406,994 767,610 31,952,758 4,279,578
455,582 14,619 1,495,145 79,324,988
1,129,320 58,981,318
3,314,510 65,721,450
60,319,604 28,671 50,643,030 -
53,253,258 20,177 31,976,335 1,087,535
117,102,324 44,876 34,090,104 1,087,535
125,643
403,969
408,707
19,135,633 130,252,581 (50,927,593)
20,076,015 106,817,289 (47,835,971)
28,442,766 181,176,312 (115,454,862)
"Other financial costs & losses" essentially includes costs of bank guarantees, setting up borrowings and sundry commissions and costs debited by financial institutions. The breakdown of "Interest expense" as at December 31, 2010 & 2009, is as follows:
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2010 Non-convertible bond loans Amounts owe to credit institutions: Bank loans Overdraft facilities Guaranteed accounts Other loans obtained: Commercial paper issues Other Other interest expense(factoring, leasing and others)
With recourse 4,064,272 13,736,385 9,103,262 4,343,722 5,028,332 2,745,445 39,021,418 14,902,303 53,923,721
Without recourse 5,492,026 5,492,026 903,857 6,395,883
Total 4,064,272 19,228,411 9,103,262 4,343,722 5,028,332 2,745,445 44,513,444 15,806,160 60,319,604
2009 restated Non-convertible bond loans Amounts owe to credit institutions: Bank loans Overdraft facilities Guaranteed accounts Other loans obtained: Commercial paper issues Other Other interest expense(factoring, leasing and others)
With recourse 6,901,828 11,283,341 7,915,825 2,594,892 7,190,933 1,277,398 37,164,217 11,103,284 48,267,501
Without recourse 4,552,649 4,552,649 433,108 4,985,757
Total 6,901,828 15,835,990 7,915,825 2,594,892 7,190,933 1,277,398 41,716,866 11,536,392 53,253,258
2009 Non-convertible bond loans Amounts owe to credit institutions: Bank loans Overdraft facilities Guaranteed accounts Other loans obtained: Commercial paper issues Other Other interest expense(factoring, leasing and others)
With recourse 6,901,828 23,904,100 8,057,895 2,594,892 7,215,890 1,523,107 50,197,712 11,361,213 61,558,925
Without recourse 54,761,368 116,342 232,582 55,110,292 433,107 55,543,399
Total 6,901,828 78,665,468 8,174,237 2,827,474 7,215,890 1,523,107 105,308,004 11,794,320 117,102,324
The breakdown of financial charges capitalised as at December 31, 2010 & 2009, is as follows:
2010 Fixed assets Inventories 3,084,656 2,484,720 5,569,376 2009 restated 4,228,573 3,522,880 7,751,453 2009 16,221,815 3,569,034 19,790,849
For the purpose of capitalising financial charges at the acquisition cost of the assets under construction referred to above, as at December 31, 2010 & 2009, average rates of 6.2% and 4.19% respectively were used. The variation of the average rate of capitalisation of financial charges when compared to December 2009 is essentially the result of the capitalisation of interest at Vista Waste (Angola) at a rate of about 14%.
As at December 31, 2010 & 2009, the Group's sensitivity to interest-rate alterations is as follows:
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Estimated impact 2010 Variation of financial profit & loss on a 1 p.p. alteration of the interest rate applied to the entire debt Fixed-rate hedging Interest-rate derivates instruments hedging Sensitivity of financial profit & loss to interest-rate variations: 2009 restated 9,843,937 (505,811) (2,883,714) 6,454,412 2009
10,147,492 (829,559) (3,751,156) 5,566,777
22,880,712 (7,498,693) (6,183,618) 9,198,401
As at December 31, 2010, the Group's assets and liabilities by currency are as follows:
2010 Currency of register Euro (EUR) Czech Crown (CZK) Argellian Dinar (DZD) S. Tom and Prncipe Dobra (STD) US Dollar (USD) Cape Verde Escudo (CVE) Hungarian Forint (HUF) Angola Kwanza (AOK) Mozambique Metical(MZM) Romenia New Leu (RON) Mexican Peso (MXN) South Africa Rand (ZAR) Brazilian Real (BRL) Polish Zloty (PLN) Malawian Kwacha (MWK) Assets
2,438,374,800
Liabilities
2,225,108,266
19,238,866 4,208,761 5,769,988 590,282,424 14,134,281 18,785,707 26,576,216 84,966,989 4,802,842 21,065,078 43,119,576 163,595,022 21,245,634
3,456,166,184
18,190,216 2,240,213 4,990,104 409,528,938 11,566,984 17,982,416 21,745,882 81,010,980 5,836,551 110,560 385,538 22,649,506 133,613,450 20,476,680
2,975,436,285
As at December 31, 2010, the Group's sensitivity to the North American dollar (USD) and to the New Polish Zloty (PLN) is as follows:
Net Result Estimated impact of the appreciation of 1%: of US Dollar (USD) to Euro (EUR) of Polish Zloty (PLN) to Euro (EUR) Equity
431,454 34,866
1,751,403 229,748
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12. Gains & losses on associate companies

The breakdown of gains on associates during the years ended December 31, 2010 & 2009, is as follows:
Gains on associate companies Asinter Auto Sueco Angola Cimertex & C Ascendi Group Martifer Group Suma Group Parquegil Probigalp Soltysowska (Pol) STM (Mozambique) Tersado Vortal Reclassification from other comprehensive income Other 2010 212,455 322,488 2,657,601 14,995,201 374,826 148,527 484,285 163,425 233,435 486,921 17,394,209 37,390 37,510,762 2009 restated 224,243 7,217,841 1,431,151 40,389,467 314,507 131,362 34,207 44,871 157,925 424,388 591,470 50,961,432 2009 224,243 7,217,841 2,209,195 40,389,467 314,507 284,751 424,388 418,671 51,483,063
During 2010, in the wake of the concentration process of highway concessions in Ascendi Group, that led to the share equity dilution of this company, Mota-Engil Group reclassified in the income statements the proportional share (40%) of the gains and losses recorded in earlier years as other comprehensive income, mainly from fair-value reserve and currency-translation differences. The effect of this reclassification on the income statement for the year ended December 31, 2010 amounted to 17,394,209. The breakdown of losses on associates during the years ended December 31, 2010 & 2009, is as follows:
Losses on associate companies Construcciones Crespo (SP) Grossiman (SP) Ascendi Group Geovision Group Martifer Group Suma Group Obol Invest Group SLPP Group Haor Hifer Ibercargo (SP) Probigalp Tersado Other 2010 555,154 4,385,796 578,882 20,585,271 232,858 1,012,716 132,803 515,434 1,478,033 223,498 304,131 30,004,575 Gains / (losses) on associate companies 7,506,187 2009 restated 713,654 1,188,467 3,357,460 24,028 723,405 1,663,279 2,392 810,266 678,716 31,377 339,801 9,532,845 41,428,587 2009 723,405 2,392 31,377 157,592 914,766 50,568,297
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13. Income tax

The breakdown of and movements under Deferred Tax Assets and Liabilities as at December 31, 2010 & 2009, in accordance with the temporary differences giving rise thereto are as follows:
Deferred Tax Assets Provisions not accepted for tax purposes Accrued costs not accepted for tax purposes Tax losses Reduction of depreciation not accepted for tax Fair value of derivates (Note 27) Other 2009 14,204,281 6,537,271 19,924,136 2,407,193 2,921,441 4,344,646 50,338,968 2009 restated 12,844,822 3,348,689 14,602,642 238,140 2,407,193 7,312,580 40,754,066 Efect in results 8,164,920 1,038,087 1,018,810 1,309,672 (190,153) 11,341,336 Efect in reserves (4,912,195) 1,200,566 (514,508) (4,226,137) 2010 16,097,547 4,386,776 15,621,452 1,547,812 3,607,759 6,607,919 47,869,265
Deferred Tax Liabilities Revaluation of fixed assets Losses on incorporated joint ventures Deferred capital gains tax Depreciation not accepted for tax purposes Fair value on incorporated joint ventures Untaxed accrued income Other
2009 7,934,027 1,929,247 363,965 1,974,106 8,980,268 5,708,712 6,662,531 33,552,856
2009 restated 7,879,063 1,929,247 363,965 2,031,094 8,980,268 3,301,279 6,601,320 31,086,236
Efect in results 155,752 (6,610) 347,674 (422,989) (767,756) 1,050,736 356,807
Efect in reserves 2,534,114 (1,929,247) 315,502 119,492 1,039,861
2010 10,568,929 672,857 2,498,260 8,557,279 2,533,523 7,652,056 32,482,904
As at December 31, 2010 & 2009, the effect on the income statement of the entry of deferred tax assets and liabilities was positive in the sums of 10,984,529 and 6,917,025, the effect on equity amounting to 5,265,998 negative and to 3,225,414 positive, respectively. As at December 31, 2010, deferred tax assets for tax losses in accordance with the tax returns of the companies that recorded them using for the purpose the exchange rates then ruling, are as follows:
Tax losses Year booked: up to & including 2006 2007 2008 2009 2010 Deferred tax assets 1,567,162 1,088,343 6,100,578 3,171,763 3,693,606 15,621,452 Deferred tax assets 915,612 713,343 1,270,582 2,084,807 10,637,108 15,621,452
6,292,918 4,256,782 35,063,310 12,444,600 15,780,325 73,837,935 Tax losses
Time limit: 2011 2012 2013 2014 after 2015
3,680,462 2,914,542 4,985,758 9,194,461 53,062,712 73,837,935
As at December 31, 2010, deferred tax assets to be recognised as a result of tax losses were assessed. In those cases that gave rise to deferred tax assets, they were only recorded to the extent that it was probable that there would be taxable profits in the future that could be used to recoup tax losses or deductible taxable differences. This valuation was based on the business plans of the Group companies, periodically reviewed and updated, and on the tax planning opportunities available and identified.
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As at December 31, 2010, there were tax losses brought forward in the sum of 112,527,014, and the respective deferred tax assets have not been recorded for a matter of prudence.
Tax losses Year booked: up to & including 2006 2007 2008 2009 2010 Deferred tax assets 9,753,620 3,887,382 3,941,072 3,933,756 2,880,686 24,396,516 Deferred tax assets 5,671,688 7,427,951 4,202,557 1,123,003 5,971,317 24,396,516
39,297,816 16,381,957 18,373,381 22,776,141 15,697,719 112,527,014 Tax losses
Time limit: 2011 2012 2013 2014 after 2015
22,637,774 30,597,882 17,046,184 4,847,075 37,398,099 112,527,014
The breakdown of income tax recognised during the years ended December 31, 2010 & 2009, is as follows:
2010 Current tax Deferred tax 29,952,446 (10,984,529) 18,967,917 2009 restated 27,272,869 (3,746,042) 23,526,827 2009 34,476,514 (6,917,025) 27,559,489
Reconciliation of the tax for the period and of current tax is as follows:
2010 Current tax Deferred tax Net reversion of taxes brought forward Deferred taxes related to amortising the fixed-asset revaluation reserves Reversion of deferred taxes generated by temporary differences Deferred taxes in respect of changes to the tax rates or of the introduction or abolition of taxes Other differences not previously recognised as deferred taxes Tax of the year Real tax rate 29,952,446 (1,018,810) (877,877) (9,309,812) 213,703 8,267 (10,984,529) 18,967,917 21.5% 2009 restated 27,272,869 (911,313) (627,185) (1,034,426) 446,758 (1,619,876) (3,746,042) 23,526,827 22.2% 2009 34,476,514 (2,792,395) (627,185) (1,753,626) 184,853 (1,928,672) (6,917,025) 27,559,489 25.6%
Since January 2010 MOTA-ENGIL is covered by the special taxation regime for groups of companies , and therefore the current tax is calculated on the basis of the taxable profits of the companies included in the consolidation and in the special mechanism, in keeping with its rules. The includes all companies in which there is a direct or indirect holding of at least 90% of the equity capital, are resident in Portugal and are taxed under Corporate Income Tax. For companies not covered by the special taxation mechanism, current tax is calculated in the basis of their taxable profits, in accordance with the tax rules in force at the place of each company's registered office. As from January 1, 2007, municipalities may determine an annual surcharge up to a maximum of 1.5% of the taxable profit subject to and not exempt from IRC (corporate income tax). This provision means that the tax rate used to calculate deferred tax on possible tax losses that can be carried forward is 25%, while 26.5% was used for other temporary differences generated by recognition of the tax on the year's profit. Following publication of Act 12-A/2010 of June 30, a state surcharge was introduced, to be paid by all taxpayers that, in 2010, and future years generate a taxable profit subject to and not exempt from IRC of more than 2,000,000. The state surcharge is 2.5% of that part of the taxable profit in excess of the said limit. This provision means that the tax rate used in 2010 to calculated deferred taxes, with the exception of possible tax losses carried forward, and in recognition of the income tax for the period was 29%.
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As at December 31, 2010 & 2009, reconciliation between the nominal and real income tax rates was as follows:
Rate Nominal rate & tax on income Results of associates using the equity method Tax losses of 2010 for which no deferred tax assets were recognised Reversal of losses carried forward Differentiated tax rates Autonomous taxation & other costs (other than provisions), non fiscal & non revertible Other adjustments Real rate & tax on income 26.50% -2.25% 6.59% 3.19% -8.13% 3.13% -7.55% 21.5% Tax base 88,324,605 (7,506,187) 21,970,146 11,270,145 (17,108,955) 10,418,013 (25,070,249) Tax 23,406,020 (1,989,140) 5,822,089 2,817,536 (7,183,873) 2,760,773 (6,665,489) 18,967,917
In accordance with prevailing legislation, tax returns are subject to revision and correction by the tax authorities during a period of four years (five years for Social Security), except in the event of tax losses, of tax benefits granted, or if inspections, claims or contestations are in progress, in which case, depending on the circumstances, the deadlines are increased or suspended. Therefore, the tax returns for 2007 to 2010 may still be subject to review. The Group's board of directors is of the opinion that any corrections arising from different interpretations of prevailing legislation by the tax authorities will not have a significant effect on the attached consolidated financial statements. As corroborated by our lawyers and tax consultants, there are no material assets or liabilities associated with probable or possible tax contingencies that ought to be disclosed in the Notes to the consolidated financial statements as at December 31, 2010.
14. Dividends
The Individual Management Report contains the following proposal: the Board of Directors of Mota-Engil, SGPS, SA, proposes to the Annual General Meeting the following appropriation of the Net Profit for the year in the sum of 104,429,791: a) to legal reserve 5% or 5,221,489.55.
b) for distribution to the Board of Directors under the terms of article 27.3 of the articles of association, the sum of 700,000, or about 0.67%. c) d) for distribution to equityholders, a total of 22,509,926.45, or 0.11 cents per share, subject to tax. to free reserves, the remainder, or 75,998,375.
On April 30, 2010, a start was made to payment of the dividend of 0.11 per share in respect of fiscal 2009, a total of 22,509,926.45 having been paid. On May 15, 2009, a start was made to payment of the dividend of 0.11 per share in respect of fiscal 2008, a total of 22,509,926.45 having been paid.
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15. Earnings per share

The Company has issued only ordinary shares, and there are therefore no special dividend or voting rights. There is no situation within the Group that could constitute a reduction of earnings per share caused by options, warrants, convertible bonds or other rights linked to ordinary shares. There is therefore no dissimilarity between the calculation of basic earnings per share and of diluted earnings per share. No ordinary shares were issued during 2010 and 2009. The average number of ordinary shares during these years was affected only by the number of treasury shares as detailed in Note 25. Issued capital and reserves. Determination of earnings per share in 2010 and 2009 was as follows:
2010 Consolidated net profit/(loss) attributable to the Group Total number of ordinary shares Number of own shares at the year-end Weighted average number of own shares Number of shares outstanding Earnings per share: basic diluted (I) (II) (III) (IV) (II - IV) (I) / (II - IV) (I) / (II - IV) 36,950,674 204,635,695 11,005,456 10,990,910 193,644,785 0.1908 0.1908 2009 restated 72,612,478 204,635,695 10,972,328 10,963,574 193,672,121 0.3749 0.3749 2009 71,738,092 204,635,695 10,972,328 10,963,574 193,672,121 0.3704 0.3704
16. Goodwill
The breakdown of goodwill for the years ended December 31, 2010 & 2009, is as follows:
2010 Gross goodwill Aurimove Corgimobil Crespo Devonsk Fatra Grossiman Ascendi Group Indaqua Group Suma Group Lokemark Manvia MKC Mota-Engil Beto e Pr-fabricados Mota-Engil Central Europe Slovakia Mota-Engil Central Europe Poland Mota-Engil Central Europe Czech Republic Mota-Engil Pavimentaes Mota-Engil S. Tom Mota Viso Multiterminal PRD-M Lublin Probigalp Sadoport Tersado Tertir Tracevia Tratofoz Vibeiras 83,242 635,615 1,035,945 5,618,187 15,108,863 521,418 1,072,318 271,708 1,053,337 818,242 4,307,950 1,172,214 11,375 142,752 19,900 26,455,556 2,917,516 74,225,866 1,908,225 174,405 189,314 137,743,949 Impairments of the year Alterations to the consolidation Accumulated impairments (33,297) (968,218) (74,662) (421,335) (928,847) (7,960) (2,434,319) Net goodwill 49,945 635,615 1,035,945 5,618,187 14,140,645 521,418 997,656 271,708 632,002 818,242 3,379,103 1,172,214 11,375 142,752 11,940 26,455,556 2,917,516 74,225,866 1,908,225 174,405 189,314 135,309,629 2009 restated Net goodwill 49,945 635,615 1,817,149 5,618,187 14,103,523 521,418 997,656 271,708 632,002 818,242 3,272,491 1,153,611 11,375 142,752 11,940 26,455,556 74,225,866 1,908,225 174,405 189,314 133,010,980 2009 Net goodwill 49,945 635,615 1,343,052 1,817,149 2,146,157 27,558,705 5,618,187 14,103,523 521,418 997,656 271,708 632,002 818,242 3,272,491 1,153,611 11,375 142,752 11,940 26,455,556 1,343,312 541,578 229,497 74,225,866 1,908,225 174,405 189,314 166,173,280
Movements under goodwill during the years ended December 31, 2010 & 2009, is as follows:
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% of acquisition Goodwill at the beginning of the year Increases of goodwill Suma Group (Ekosrodowisko) Indaqua Group (Indaqua) Fatra Lokemark Mota-Engil Central Europe Slovakia PRD-M Lublin Suma Group (Sol-S Internacional) Tertir Suma Group (Transporlixos) Impairment losses Suma Group (Ekosrodowisko) Transfers Devonsk Alterations of goodwill for perimeter variations Indaqua Group (Indaqua Feira) Alterations to goodwill for currency updates Devonsk Suma Group (Ekosrodowisko) Mota-Engil Central Europe Poland Mota-Engil Central Europe Czech Rep.
2010 133,010,980
2009 restated 127,455,075
20% 7% 70% 21% 40% 93% 62% 2% 100%
1,035,945 2,917,516 30,472 3,983,933 (1,817,149) (1,817,149) 6,650 106,612 18,603 131,865
15,540 3,084,578 119,557 717,980 830,763 751,927 5,520,345 (75,109) (75,109) 104,053 104,053 27,420 (64,391) 38,607 4,980 6,616 133,010,980
Goodwill at the end of the year
135,309,629
The acquisitions referred to above were recorded using the purchase method and cash was paid in consideration of their acquisition. The Group did not sell, as a result of these acquisitions, any of the operations undertaken by the companies that were bought. The Group performs yearly impairment tests on goodwill as determined by Indent i) of the Main valuation criteria in Note 1. Accounting Policies. As at December 31, 2010, the methods and assumptions used to assess the existence or otherwise of impairment in respect of the main figures for goodwill carried in the attached financial statements were as follows:
Suma Group Net value of goodwill Method used Basis used Period used Growth rate of cash-flows Year n+1 Year n+3 Growth rate of cash-flows in perpetuity Discount rate used 14,140,645 Value in use Forecasts 5 years 2.00% 2.00% 1.00% 7.40% Mota-Engil Central Europe Poland 3,379,103 Value in use Forecasts 5 years 5.00% 5.00% 3.00% 9.60% Tertir Group 100,681,422 Value in use Business plans Useful life n.a n.a n.a 6.00%
During the period ended December 31, 2010, the Group records acquisition differences in accordance with the alterations introduced by IFRS 3. The value in use is equal to the estimated present value of future cash flows, the latter being computed on the basis of budgets and business plans approved by the Group encompass, on average, a five year horizon. Cash-Flow projections beyond five years are extrapolated using a fixed growth rate in perpetuity that does not exceed the company The differences between the acquisition price of the financial investments in Group subsidiaries, accrued of the minority interests, and the fair value of assets and liabilities identifiable on the acquisition date of those companies, revaluation of its discharge, are directly booked on income statement. The main assumptions used in the computation of the value in use
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, etc.. The quantification of the above mentioned prospects was based on historical data and in accordance with the Group experience. Notwithstanding, these assumptions might be affected by political, economic or legal events that are unpredictable as of today. Acquisitions of share in already controlled companies and disposals of share in companies without losing management control are treated as transactions equityholders will only affect Equity without impact in neither heading or net profit. Acquisitions of financial holdings during 2010 consolidated using the full consolidation method did not have a material impact on the Group's Assets, Liabilities, Costs and Income and were not therefore disclosed. The process of assigning fair value to the assets and liabilities acquired as a result of business combinations occurring in 2010 has not yet been concluded. Therefore, the resultant acquisition differences have been recognised under Goodwill. The Group will conclude this process in 2011. The Mota-Engil Group materially significant financial holding between December 31, 2010, and the date of approval of these financial statements.
17. Intangible assets

The breakdown of the net values of fixed assets under concession per business area in respect of fiscal 2010 and 2009 is as follows:
Engineering & Construction 2010 Development costs Software & other rights Concession Operation Licenses Fixed assets in progress 2009 restated Development costs Software & other rights Concession Operation Licenses Fixed assets in progress 2009 Development costs Software & other rights Concession Operation Licenses Fixed assets in progress Other intangible fixed assets 94,858 21,286,788 3,237 21,384,883 162,815 1,602,946 237,499 2,003,260 613,569 1,602,946 237,500 2,454,015 Environment & Services 1,506,425 900,926 243,779,104 14,735,290 260,921,745 3,414,204 949,927 213,953,023 17,166,064 235,483,219 3,414,892 1,500,710 40,505,917 187,983 45,609,502 Transport concessions 453,984 33,063 53,189,966 65,061 53,742,074 Other & eliminations 8,108 (18,533,408) (2) 1,199,494 (17,325,808) (13,280) 603,504 1,119,750 1,709,974 (13,281) 603,500 1,119,747 (1) 1,709,965 Mota-Engil Group
1,609,391 3,654,306 243,779,102 15,938,021 264,980,820 3,563,739 3,156,377 213,953,023 18,523,313 239,196,453 4,469,164 3,740,219 93,695,883 1,545,230 65,060 103,515,556
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The breakdown of the gross values of intangible assets for the years ended December 31, 2010 & 2009, is as follows:
Development costs 2010 Opening balance Increases Disposals Write-offs Exchange Differences Variation of perimeter Transfers & other movements 2009 restated Opening balance Increases Disposals Write-offs Exchange Differences Variation of perimeter Transfers & other movements 2009 Opening balance Increases Disposals Write-offs Exchange Differences Variation of perimeter Transfers & other movements 6,235,962 186,007 (10,793) (650,015) 87,084 (385,077) 5,463,168 12,473,441 1,245,684 (385,259) (261,719) (13,038) 1,536,031 (8,359,178) 6,235,962 12,473,441 1,400,606 (385,259) (261,719) (5,317) 3,755,383 680,428 17,657,563 Software & other rights 13,805,435 1,395,385 (601,846) (84,271) 61,743 (9,273) (863,211) 13,703,962 11,123,138 838,275 (27,714) (112,871) 1,874 (57,078) 2,039,811 13,805,435 11,123,138 1,491,926 (27,714) (112,871) 1,874 (57,078) 2,039,811 14,459,086 Concession Operation Licenses 261,106,709 17,607,201 22,425,156 301,139,066 42,031,000 3,388,474 215,687,235 261,106,709 42,031,000 56,578,440 98,609,440 Fixed assets in progress 18,523,313 18,438,567 (36,511) 29,734 (21,017,082) 15,938,021 1,897,627 2,328,380 265 21,189 14,275,852 18,523,313 1,897,627 2,328,380 265 21,189 (2,702,231) 1,545,230 Other intangible fixed assets 92,920 61,878 (89,738) 65,060 Total 299,671,418 37,627,160 (649,150) (734,286) 178,561 (9,273) 159,786 336,244,216 67,525,206 7,800,813 (412,973) (374,590) (10,899) 1,500,142 223,643,719 299,671,418 67,618,126 61,861,230 (412,973) (374,590) (3,178) 3,719,494 (71,730) 132,336,379
As at December 31, the amount carried under increases under Concession operating licences and Assets in progress is essentially the result of the investment made in the Subgroup Indaqua in the enlargement of water-supply and sewerage branch lines. The breakdown of the values of accumulated depreciation and impairment losses in respect of intangible fixed assets for the periods ended December 31, 2010 & 2009, is as follows:
Development costs 2010 Opening balance Increases Disposals Write-offs Exchange Differences Variation of perimeter Transfers & other movements 2009 restated Opening balance Increases Disposals Write-offs Exchange Differences Variation of perimeter Transfers & other movements 2009 Opening balance Increases Disposals Write-offs Exchange Differences Variation of perimeter Transfers & other movements Net value 2010 2009 restated 2009 1,609,391 3,563,739 4,469,164 3,654,306 3,156,377 3,740,219 243,779,102 213,953,023 93,695,883 15,938,021 18,523,313 1,545,230 65,060 264,980,820 239,196,453 103,515,556 (2,672,223) (289,365) 10,793 614,323 1,445 (1,518,750) (3,853,777) Janeiro 00 (9,955,544) (1,281,109) 385,259 261,719 5,551 (1,057,118) 8,969,019 (2,672,223) Janeiro 00 (9,955,544) (1,651,014) 385,259 261,719 5,317 (2,163,549) (70,587) (13,188,399) Software & other rights (10,649,058) (1,743,193) 221,857 57,846 (35,092) 9,273 2,088,711 (10,049,656) Janeiro 00 (8,379,856) (2,183,687) 27,714 96,303 (1,874) 45,390 (253,048) (10,649,058) Janeiro 00 (8,379,856) (2,193,541) 27,714 96,303 (1,874) (14,565) (253,048) (10,718,867) Concession Operation Licenses (47,153,685) (9,933,081) (273,197) (57,359,963) (54,177,963) (3,182,000) (6,759,788) (37,211,897) (47,153,685) (43,971,685) (3,182,000) (1,731,557) (4,913,557) Fixed assets in progress Other intangible fixed assets Total (60,474,966) (11,965,639) 232,650 672,169 (33,647) 9,273 296,764 (71,263,396) (49,745,996) (21,517,400) (10,224,584) 412,973 358,022 3,677 (1,011,728) (28,495,926) (60,474,966) (38,957,566) (21,517,400) (5,576,112) 412,973 358,022 3,443 (2,178,114) (323,635) (28,820,823)
As at December 31, 2010, Concession operating licenses essentially refers to the accounting in accordance with IFRIC 12 of the rights to operate water/sewerage concessions and port concessions.
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Changes occurred in this account are also related to the adoption of the IFRIC 12 standard. The more significant amounts included under Intangible assets in progress refer to the following projects:
Description Widening works extensions for water supply / sanitation Construction of the New Water Containers (Peru) Site Sograin - NSRF Project Value 11,567,241 1,982,043 983,555 13,549,284
Application of this Interpretation has introduced several alterations to the provisions and interpretation of the standards previously in force, whose impact on the financial statements of the Group's concessionaire companies occurred mainly: (i) in the reclassification to intangible fixed assets of a part of the fixed assets under concession in which the Group's concessionaire companies had and have an operating right in respect thereof and in which they assume the risk inherent in the demand of the operation (intangible model): port concessions and water & sewerage concessions. Owing to the application of this standard the Mota-Engil Group restated in its consolidated accounts the opening balances of assets, liabilities, costs and income. Concession operating licenses are being written down over the life of the concession in question. Gauging the existence or otherwise of impairment in respect of the main amounts of assets under concession is performed using the Business Plans of the companies in question, as mentioned in Note 16 Goodwill in respect of impairment tests on goodwill. The valuation criteria established by the Group for valuation of these intangible fixed assets are detailed in Indent ii) of the Main valuation criteria in Note 1. Accounting Policies. As at December 31, 2009 & 2010, the amount that would have been recognised had the assets been booked in accordance with the cost model is as follows:
Cost 2010 Development costs Software & other rights Concession Operation Licenses Fixed assets in progress 2009 reexpresso Development costs Software & other rights Concession Operation Licenses Fixed assets in progress 2009 Despesas de desenvolvimento Software e outros direitos Licenas de explorao de concesses Activos em curso Reavaluation Total
1,609,391 3,654,306 243,779,102 15,938,021 264,980,820 3,563,739 3,156,377 213,953,023 18,523,313 239,196,453 4,469,164 3,740,219 93,695,883 1,545,230 103,450,496
1,609,391 3,654,306 243,779,102 15,938,021 264,980,820 3,563,739 3,156,377 213,953,023 18,523,313 239,196,453 4,469,164 3,740,219 93,695,883 1,545,230 103,450,496
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The Group's main water & sewerage and port concessions, their principal characteristics and duration are detailed hereunder:
Type Indaqua Group Indaqua Fafe Indaqua Feira Indaqua Matosinhos Indaqua Tirso Indaqua Vila do Conde Tertir Group Liscont Socarpor Aveiro Sotagus TCL TMB Other Paita Duration without prorogation Water Water and sewage Water and sewage Water Water Port Port Port Port Port Port 2,020 2,049 2,032 2,034 2,047 2,042 2,026 2,020 2,025 2,020 2,039 Reversible assets
no yes yes yes yes yes yes yes yes yes yes
18. Assets under concession

The breakdown of the net values of fixed assets under concession per business area in respect of fiscal 2009 was as follows:
Engineering & Construction 2009 Land & buildings Equipment Tangible fixed assets in progress Other tangible fixed assets Environment & Services 124,927,306 41,177,630 24,244,803 6,534,997 196,884,736 Transport concessions 27,041 1,043,084,028 104,695,341 14,734,933 1,162,541,343 Other & eliminations 1 (2) (1) 3 1 Mota-Engil Group
124,954,348 1,084,261,656 128,940,143 21,269,933 1,359,426,080
The breakdown of the gross values of assets under concession for the period ended December 31, 2009, was as follows:
Land & buildings Equipment Tangible fixed Other fixed assets assets in progress Total
2009 Opening balance Increases Disposals Write-offs Exchange Differences Variation of perimeter Transfers & other movements
65,455,015 18,874,366 51,127,498 10,804,221 146,261,100
1,145,191,050 7,594,025 (286,583) (51,979) 168 3,056,068 120,802,143 1,276,304,892
95,767,474 158,422,677 (2,198,008) (63,946) 7,338,152 (130,326,206) 128,940,143
38,449,000 16,901,219 (4,963) (31) 47 21,797 (1,583,546) 53,783,523
1,344,862,539 201,792,287 (2,489,554) (115,956) 215 61,543,515 (303,388) 1,605,289,658
The breakdown of accumulated depreciation and impairment losses of the assets under concession the period ended December 31, 2009, is as follows:
2009 Opening balance Increases Disposals Write-offs Exchange Differences Variation of perimeter Transfers & other movements Net value 2009
(10,205,785) (5,056,854) (6,044,114) (21,306,753) 124,954,347
(140,888,624) (50,378,692) 203,419 50,462 (45) (1,111,526) 81,770 (192,043,236) 1,084,261,656
128,940,143
(30,639,260) (2,757,308) 31 (4) (4,422) 887,373 (32,513,590) 21,269,933
(181,733,669) (58,192,854) 203,419 50,493 (49) (7,160,062) 969,143 (245,863,579) 1,359,426,080
As at December 31, 2009, the amount that would have been recognised had the assets been booked in accordance with the cost model was as follows:
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Cost 2009 Land & buildings Equipment Tangible fixed assets in progress Other tangible fixed assets
Reavaluation
Fixed Assets
124,954,348 1,084,261,656 128,940,143 21,269,933 1,359,426,080
124,954,348 1,084,261,656 128,940,143 21,269,933 1,359,426,080
During 2010, with the application of IFRIC 12, the highway infrastructure concessions are recorded using the financial model, which the port and water/sewerage concessions are recorded using the intangible mode.
19. Tangible assets

The breakdown of the net values of fixed assets per business area in respect of fiscal 2010 and 2009 is as follows:
Engineering & Construction 2010 Land & buildings Equipment Tangible fixed assets in progress Other tangible fixed assets 2009 restated Land & buildings Equipment Tangible fixed assets in progress Other tangible fixed assets 2009 Land & buildings Equipment Tangible fixed assets in progress Other tangible fixed assets 185,527,752 203,321,168 13,786,874 1,899,016 404,534,810 155,579,741 192,677,150 24,626,550 7,421,761 380,305,202 163,417,200 201,819,024 24,697,860 7,502,524 397,436,608 Environment & Services 21,697,629 103,971,333 13,446,101 2,878,583 141,993,646 58,955,739 93,090,426 16,507,303 7,259,634 175,813,102 54,701,937 73,816,139 10,865,362 724,637 140,108,075 Transport concessions 1 27,116 27,117 Other & eliminations 19,180,242 2,543,132 799,702 7,371 22,530,447 18,868,727 1,877,805 632,818 912 21,380,262 18,876,845 1,903,372 632,819 911 21,413,947 Mota-Engil Group
226,405,623 309,835,633 28,032,677 4,784,970 569,058,903 233,404,207 287,645,381 41,766,671 14,682,307 577,498,566 236,995,983 277,565,651 36,196,041 8,228,072 558,985,747
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The breakdown of the gross values of tangible assets for the years ended December 31, 2010 & 2009, is as follows:
2010 Opening balance Increases Disposals Write-offs Revaluation Exchange Differences Variation of perimeter Transfers & other movements 2009 restated Opening balance Increases Disposals Write-offs Revaluation Exchange Differences Variation of perimeter Transfers & other movements 2009 Opening balance Increases Disposals Write-offs Revaluation Exchange Differences Variation of perimeter Transfers & other movements
293,266,363 44,029,254 (27,775,931) (407,902) 8,451,485 916,751 5,260,188 (38,515,666) 285,224,542 324,515,036 23,807,986 (543,352) (418,947) 333,017 (1,239,244) (73,255,560) 20,067,427 293,266,363 259,060,021 4,967,487 (543,352) (421,436) 333,017 (1,383,460) 10,015,385 20,067,427 292,095,089
719,785,586 67,075,715 (25,369,599) (5,081,333) 5,617,672 690,868 56,910,864 819,629,773 1,715,194,159 94,036,790 (21,960,902) (2,936,847) 53,499 (2,553,910) (1,116,189,806) 54,142,603 719,785,586 570,003,109 91,011,111 (21,741,606) (2,884,868) 53,499 (2,750,117) 4,027,028 54,142,603 691,860,759
41,766,671 31,101,449 (8,555,036) (397,847) 207,097 (36,089,657) 28,032,677 160,853,989 77,583,761 (7,781,214) (63,946) 125,268 (109,086,077) (79,865,110) 41,766,671 65,086,515 54,438,814 (5,583,206) 31,005 2,088,023 (79,865,110) 36,196,041
51,746,933 3,213,958 (927,045) (117,790) 10,454 441,447 (42,410,764) 11,957,193 48,102,622 846,505 (28,661) (8,135) 23,309 (948,001) 3,759,294 51,746,933 9,653,622 (238,737) (23,698) (8,104) (57,483) 27,697 3,759,294 13,112,591
1,106,565,553 145,420,376 (62,627,611) (6,004,872) 8,451,485 6,751,974 6,392,503 (60,105,223) 1,144,844,185 2,248,665,806 196,275,042 (30,314,129) (3,427,875) 386,516 (3,644,577) (1,299,479,444) (1,895,786) 1,106,565,553 903,803,267 150,178,675 (27,891,862) (3,314,408) 386,516 (4,160,055) 16,158,133 (1,895,786) 1,033,264,480
The breakdown of the values of accumulated depreciation and impairment losses in respect of tangible fixed assets for the periods ended December 31, 2010 & 2009, is as follows:
2010 Opening balance Increases Disposals Write-offs Revaluation Exchange Differences Transfers & other movements 2009 restated Opening balance Increases Disposals Write-offs Revaluation Exchange Differences Transfers & other movements 2009 Opening balance Increases Disposals Write-offs Revaluation Exchange Differences Transfers & other movements Net value 2010 2009 restated 2009
(59,862,156) (6,592,870) 4,060,616 88,297 (89,368) (840,247) 4,416,809 (58,818,919) (57,411,364) (5,401,280) 361,158 72,331 164,880 4,458,072 (2,105,953) (59,862,156) (47,205,579) (5,735,831) 361,158 72,507 256,118 (741,526) (2,105,953) (55,099,106) 226,405,623 233,404,207 236,995,983
(432,140,205) (66,871,983) 18,877,051 1,590,855 (3,362,432) (11,614) (27,875,812) (509,794,140) (517,245,909) (57,956,834) 17,541,039 1,383,017 1,542,273 121,973,968 622,241 (432,140,205) (376,357,285) (55,219,478) 17,386,922 1,332,555 1,683,348 (3,743,411) 622,241 (414,295,108) 309,835,633 287,645,381 277,565,651
28,032,677 41,766,671 36,196,041
(37,064,626) (949,297) 298,269 71,231 1,662 (369,769) 30,840,307 (7,172,223) (34,607,376) (3,787,102) 1,632 8,104 9,463 1,242,140 68,513 (37,064,626) (3,968,116) (1,061,589) 1,632 8,073 69,420 (2,452) 68,513 (4,884,519) 4,784,970 14,682,307 8,228,072
(529,066,987) (74,414,150) 23,235,936 1,750,383 (3,450,138) (1,221,630) 7,381,304 (575,785,282) (609,264,649) (67,145,216) 17,903,829 1,463,452 1,716,616 127,674,180 (1,415,199) (529,066,987) (427,530,980) (62,016,898) 17,749,712 1,413,135 2,008,886 (4,487,389) (1,415,199) (474,278,733) 569,058,903 577,498,566 558,985,747
As at December 31, 2010, the amount carried as revaluations under Land & buildings is essentially warranted by the revaluation to fair value of the land assigned to quarrying operations.
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The amount carried under change in perimeter relates almost exclusively to Bergamon that as of December 31, 2010, is accounted for using the full consolidation method. As at December 31, 2010, the amount carried under Transfers and other movements is essentially in respect of transfers of tangible assets either to Investment properties or to Available-for-sale non-current assets. The more significant amounts included under Tangible assets in progress refer to the following projects:
Description Acquisition of fixed assets (Mota-Engil Engenharia) Facilities of Vilar de Andorinho -Plot and works in progress (Suma) Works to improve the rail infrastructure (Takargo) Major repairs (Mota-Engil Engenharia) Other requalification works (Others) Value 3,103,440 1,665,939 917,456 595,714 507,281 6,789,830
The valuation criteria adopted, the depreciation rates used and the residual values determined are detailed in Indents iii), iv) and v) of the Main valuation criteria in Note 1. Accounting Policies. As at December 31, 2010, the sum of 51,294,089, net of depreciation, carried under "Land & buildings" is in respect of quarry operations. To obtain the fair value of the quarries several factors are taken into account, such as the area under license, the operating capacity, the costs of landscape recovery and the residual value of the land after the quarry is shut down. Additional information on the exploitation of the Group's mineral resources can be found in Note 34. Exploitation of mineral resources. As at December 31, 2010 & 2009, the following tangible fixed assets, net of depreciation and of accumulated impairment losses, owned by Mota-Engil Engenharia, were located at branches abroad:
2010 Angola Benim Cape Verde Chad Ireland Malawi Mozambique Poland Romenia S. Tom and Principe 30,049,536 66,739 4,842,568 17,478,315 8,080,081 622,627 68,719 153,983 61,362,568 2009 restated 89,139,795 5 76,885 3,604 5,738,982 19,145,040 6,205,519 620,516 270,088 198,080 121,398,514 2009 89,139,795 5 76,885 3,604 5,738,982 19,145,040 6,205,519 620,516 270,088 198,080 121,398,514
Land and buildings are carried at their market value. The valuation method used by the real-estate valuers (LusoRoux) to determine the fair value of the Group's properties is the depreciated replacement cost method, the valuations having been performed in keeping with international valuation standards. The fair value of the properties does not include any tax or costs that must be incurred by the buyer with the purchase of the property and it was determined, as far as land is concerned, taking into account the market price for similar assets and, in the case of buildings, their actual construction cost. The location, accesses, size and form of the properties were also taken into account in the determination of their fair value. The amount that would have been recognised had the assets been booked in accordance with the cost model is as follows:
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Cost 2010 Land & buildings Equipment Tangible fixed assets in progress Other tangible fixed assets 2009 restated Land & buildings Equipment Tangible fixed assets in progress Other tangible fixed assets 2009 Land & buildings Equipment Tangible fixed assets in progress Other tangible fixed assets
Reavaluation
Fixed Assets
191,707,155 309,546,602 28,032,677 4,782,259 534,068,693 215,465,990 279,129,808 41,766,672 14,597,371 550,959,841 219,057,766 269,050,078 36,196,041 8,143,137 532,447,022
34,698,468 289,031 2,711 34,990,210 17,938,217 8,515,573 84,935 26,538,725 17,938,217 8,515,573 84,935 26,538,725
226,405,623 309,835,633 28,032,677 4,784,970 569,058,903 233,404,207 287,645,381 41,766,671 14,682,307 577,498,566 236,995,983 277,565,651 36,196,041 8,228,072 558,985,747
During 2010 the Group did not update the valuations of its properties. As at December 31, 2010 & 2009, except for assets acquired under finance leases, for fixed assets allocated to concessions and for the pledged assets referred to in Note 31. Commitments - no other tangible fixed assets are pledged or mortgaged to financial institutions to secure borrowings. Gauging the existence or otherwise of impairment in respect of the main amounts of assets under concession is performed using the Business Plans of the companies in question, as mentioned in Note 16 Goodwill in respect of impairment tests on goodwill.
20. Financial investments under the equity method

As at December 31, 2010 & 2009, the breakdown of the figures for financial investments under the equity method is as follows:
2010 Engineering & Construction Auto Sueco Angola Bergamon Berd Cimertex Angola Cimertex & Companhia Crespo Grossiman Obolinvest Group Hifer Mamaia Probigalp Soltysowska Outros Environment & Services Geo Vision Group Suma Group subsidiaries SLPP Group Parquegil STM Tersado Vortal Outros Ascendi Group Martifer Group Other 2009 restated 2009
9,085,418 1,170,619 1,362,358 10,059,923 1,761,885 26,551,107 2,270,894 1,680,375 542,403 627,784 40,798,809 2,286,127 1,217,338 453,630 177,684 1,195,170 2,068,818 20,283 116,744,862 116,843,043 2,106 336,920,636
12,102,738 8,211,228 1,198,623 500,793 8,002,948 1,600,736 2,948,623 32,622,218 311,462 2,413,358 1,938,080 44,955 543,741 2,190,326 305,110 104,566 1,086,332 2,867,587 27,976 100,609,676 146,029,302 325,660,378
12,102,738 1,198,623 32,622,218 2,413,358 284,835 577,562 2,077,147 856,835 2,867,587 129,202,282 146,029,302 330,232,487
During 2010, movement under the value of financial investments under the equity method was as follows:
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Opening balance Engineering & Construction Auto Sueco Angola Bergamon Berd Cimertex Angola Cimertex & Companhia Crespo Grossiman Obolinvest Group Hifer Mamaia Probigalp Soltysowska Outros Environment & Services Geo Vision Group Suma Group subsidiaries SLPP Group Parquegil STM Tersado Vortal Outros Ascendi Group Martifer Group Reclassification of other comprehensive result and others
Efect on profit & loss 322,488 33,924 36,547 2,657,601 (555,154) (4,385,796) (232,858) 370 (223,498) 484,285 52,420 (578,882) 374,826 (1,012,716) 148,527 163,425 233,435 486,921 (2,303,030) 14,995,201 (20,585,271) 17,393,422 7,506,187
Efect on reserves
Transfers and variation of perimeter (8,211,228) 1,437,173 (311,462) 31,623 (321,340) 2,230,054 (7) (90,307) (124,597) (1,285,690) 2,265,549 4,687,332 (17,391,316) (17,084,216)
Acquisitions/ Disposals 41,377,691 41,377,691
Closing balance
12,102,738 8,211,228 1,198,623 500,793 8,002,948 1,600,736 2,948,623 32,622,218 311,462 2,413,358 1,938,080 44,955 543,741 2,190,326 305,110 104,566 1,086,332 2,867,587 27,976 100,609,676 146,029,302 325,660,378
(3,339,808) (61,928) 825,018 (600,626) 716,303 (5,838,253) (142,834) (34,207) 13,163 42,315 29,788 (3,547,347) (8,600,988) (20,539,405)
9,085,418 1,170,619 1,362,358 10,059,923 1,761,885 26,551,107 2,270,894 1,680,375 542,403 627,784 40,798,809 2,286,127 1,217,338 453,630 177,684 1,195,170 2,068,818 20,283 116,744,862 116,843,043 2,106 336,920,636
(1) Essentially includes currency variations and fair-value variations of derivative financial instruments.
As at December 31, 2010, the financial investment in the Obol Invest Group includes 22,861,133 of consolidation differences allocated to identifiable assets (inventories). As at December 31, 2010, the financial investment in the Geovision Group includes 33,404,103 of goodwill . As at December 31, 2010, the financial investment in the Ascendi Group includes 19,830,852 of goodwill 99,992,688 of consolidation differences allocated to identifiable assets (receivables) and 47,913,795 of supplementary capital contributions. As at December 31, 2010, the market value of Martifer in accordance with its quoted market price on that date ( 1.45 per share) was approximately 54,375,000. However, on the basis of the existing business plans and of the book value of the Martifer Group, the board of directors of the Group is of the conviction that this investment is not impaired.
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As at December 31, 2010, the main financial information on the more relevant financial investments under the equity method is as follows:
share Assets Equity Sales and services rendered Net profit
Engineering & Construction Asinter Auto Sueco Angola Bay 6.3 (Obol Invest Group) Bay Office ( Obol Invest Group) Bay Park ( Obol Invest Group) Bay Tower ( Obol Invest Group) Bay Wellness ( Obol Invest Group) Berd Cimertex Angola Cimertex & Companhia Crespo Engber (Obol Invest Group) Grossiman Icer Mamaia Mierova Nador Obol Novicer Obol Invest Obol XI Probigalp Sampaio Soltysowska Trnavska Turalgo Environment & Services Ambilital ( Suma Group) Citrup ( Suma Group) Ecoleziria ( Suma Group) Geo Vision Group Haor Ibercargo Logz Sadoport SLPP Parquegil STM Tersado Vista SA Vortal Ascendi Group Martifer Group Other
30% 26% 30% 30% 30% 30% 30% 25% 50% 50% 50% 30% 50% 50% 24% 50% 30% 40% 30% 30% 40% 30% 34% 50% 51% 30% 18% 15% 31% 40% 50% 35% 49% 49% 50% 49% 25% 50% 25% 60% 38% n.a.
2,326,661 93,358,459 1,725,400 941,443 14,807,656 140,878 325,850 7,980,635 30,873,383 34,907,806 9,439,449 29,340 14,731,559 4,734,696 45,774,692 22,798,370 3,773,546 25,373,231 45,755,056 36,819,956 12,526,239 3,972,607 19,285,951 1,606 604,708 17,986,082 1,170,766 4,079,017 29,189,550 37,321,935 7,942,728 46,524,705 12,464,470 14,715,136 13,361,506 1,277,186 10,606,800 401,655 11,878,895 3,577,957,415 1,126,051,346 5,508
1,326,312 37,315,402 161,105 531,840 8,434,305 66,267 192,412 4,725,725 2,724,716 20,119,845 843,535 8,336 (2,305,168) 120,239 2,727,908 (256,729) 1,530,657 (58,903) 16,272,293 4,166,903 842,657 622,378 1,898,507 1,606 441,338 6,503,334 800,285 571,677 21,129,698 (4,134,228) (2,077,332) (234,473) (4,629,386) 3,095,769 907,259 373,313 3,906,601 349,226 6,996,220 160,144,312 309,259,817 4,526
3,398,156 72,287,221 197,781 4,016,744 11,054,259 16,715,093 9,114,651 7,903,184 1,079,318 389,612 1,163,180 125,364 155,023 16,448,046 195,293 11,310,680 3,436,236 1,807,275 2,362,052 35,241,928 17,965,737 11,396,840 7,096,989 1,687,485 1,026,131 12,354,849 354,364 9,852,985 129,090,340 587,225,838 -
708,184 1,264,659 (27,034) (23,544) (319,825) (9,587) (17,327) 136,844 73,094 5,315,201 (1,110,307) (5,772) (4,479,277) (141,270) 1,540 (17,313) (44,368) (228,251) (265,497) (211,484) (558,744) 143,085 1,424,368 (59) (12,874) 665,745 633,853 381,187 (1,882,544) (332,008) (2,979,508) (272,051) (1,910,511) (141,473) 297,053 330,565 944,353 (642,680) 1,949,484 23,888,631 (54,894,057) (1,747)
Gauging the existence or otherwise of impairment in respect of the main amounts of Financial investments under the equity method is performed using the Business Plans of the companies in question. During 2010, some measures agreed upon at the Business Cooperation Agreement as of 2006 between Mota-Engil Group and Esprito Santo Group for a joint venture for the Concessions Transportation activity was implemented. Although the partnership included the incorporation of a new company, financial stakes of the aforementioned groups ended up being integrated in Mota-Engil Concesses de Transportes, SGPS, S.A. (currently denominated Ascendi Group, SGPS). The transfer of the above mentioned stakes took place in August 24th, 2010 through a share capital increase of Ascendi Group . The transfer of the remaining financial stakes should occur during 2011. In light of the mentioned Business Cooperation Agreement and, in accordance with agreed equity holders agreement these concessionaires are jointly managed. As a result, although owning 60% of Ascendi Group SGPS, Mota-Engil Group treats it as a joint arrangement. As mentioned in Note 1, financial interests owned by the group in joint arrangements are equity consolidated.
21. Available-for-sale financial investments
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As at December 31, 2010 & 2009, the breakdown of available-for-sale financial investments is as follows:
2010 Investments in equity instruments guas de S. Joo Cermica de Boialvo Cosamo Ecodetra Ersuc Iberfibran Pfeiffer Manvia MTS Glintt Tirtife TMB Other 2009 restated 2009
3,951,396 319,343 152,049 1,153,202 554,381 375,000 245,092 900,600 939,360 1,036,202 9,626,625
2010
3,940,100 1,153,202 554,381 369,660 900,600 939,360 331,370 8,188,673

2009 restated
3,940,100 1,153,202 554,381 904,400 369,660 900,600 939,360 142,441 8,904,144

2009
Securities & Other placements Other
63,545 63,545
2010
928,265 928,265
2009 restated
939,398 939,398
2009
Advances & other investment Ascendi Group Idinsa Parque Ambiental Nortenho Plataforma Logstica Guarda Other Financial investments available for sale
10,418,931 545,186 6,565 18,000 10,988,682 20,678,852
545,186 5,000 3,430 553,616 9,670,554
42,311,909 545,186 5,000 3,430 42,865,525 52,709,067
During the year ended December 31, 2010, in the wake its compliance with the strategic internationalisation plan, the Group made an advance payment of 10,418,931 for the acquisition of a financial holding in the equity capital of the Mexican construction (Idinsa).
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During the years ended December 31, 2010 & 2009, movement under Available-for-sale financial investments was as follows:
2010 Opening balance Acquisitions and advances Disposals Transfers Impairment losses (Note 11) 9,670,554 10,418,931 (369,660) 959,027 20,678,852 2009 restated 75,148,566 3,943,530 (1,201,632) (67,132,375) (1,087,535) 9,670,554 2009 75,148,566 36,255,439 (1,201,632) (56,405,771) (1,087,535) 52,709,067
Given the nature of the greater part of the financial investments referred to above (advances) and given the difficulties in determining their fair value reliably, the Group recorded these investments at their acquisition cost, less, where necessary, the respective impairment losses that were identified.
22. Investment properties

Information on the Group's investment properties as at December 31, 2010 & 2009, is as follows:
2010 Opening balance Increases Variation of fair value Disposals Exchange differences (properties located in Angola & Central Europe) Variation of perimeter Transfers Closing balance 30,652,729 25,927,442 1,276,971 926,626 29,831,029 88,614,797 2009 restated 41,344,627 4,926,802 3,066,672 (726,973) (486,191) (17,472,208) 30,652,729 2009 41,344,627 4,922,064 3,066,672 (726,973) (526,022) (17,243,077) 30,837,291
The valuation criteria established by the Group for valuation of these investment properties are detailed in Indent vii) of the Main valuation criteria in Note 1. Accounting Policies. Investment properties located in Portugal, Poland and the Czech Republic are carried at their market value in keeping with independent valuations, on the basis of recent market transactions involving similar properties. Investment properties located in Portugal are for rent, while those located in Poland and Czech Republic are intended to obtain capital gains in the medium to long term. located in Portugal transferred from Inventories (see Note 5), of which the Group signed with a third party a provisional contract to rent it. it is still at the final construction stage. However, it is important to mention that the referred building did not generated yet rents in 2010, since it is still on construction phase. In 2009 the properties located in Angola that had been rented out and were therefore carried under Investment properties came to be used for the business of the Branch and, for this reason, were transferred to Tangible fixed assets. The variations to the perimeter in 2009 are justified by the acquisition of subsidiary Kilinskiego and by the assignment of fair value of the identifiable assets and liabilities to this heading. As at December 31, 2009, the investment properties held by the Group were as follows: i) the Jeremiasova Land/property (Czech Republic); ii) the Kilinskiego Land/property (Poland); and iii) the Modadomus commercial condominium (Portugal).
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The gains obtained by the Group in respect of the rents on its investment properties amounted, in 2010, to 415,945 (2009: 326,600). The valuations were performed taking into account the following valuation methods: (i) comparative market method (land/properties in the Czech Republic and Poland), in which the market values of the land/ properties were determined by comparison with other similar ones the market prices of which are known; and (ii) the Income method (Modadomus commercial condominium and Bltico Building), using for the purpose the method of capitalisation of expected future rents. In the valuations the following international and European standards were followed, issued by the IVSC (International Valuation Standards Committee) and by TEGoVA in the Approved European Property Valuation Standards.
23. Inventories
The breakdown of inventories for the years ended December 31, 2010 & 2009, is as follows:
2010 Book value: Raw & subsidiary materials and consumables Products & work in progress Sub-products, waste, residues & scrap Finished products Goods Advances on account of purchases 47,947,573 72,760,360 42,712,410 38,286,426 8,474,342 210,181,111 Accumulated impairment losses Raw & subsidiary materials and consumables Products & work in progress Finished products Goods 2009 restated 50,069,303 90,547,431 12,181 38,202,977 52,628,190 9,763,948 241,224,029 2009 52,524,857 105,793,544 12,181 38,313,219 54,081,697 9,775,077 260,500,575
(657,797) (111,742) (6,136,791) (251,015) (7,157,345) 203,023,766
(765,209) (4,519,183) (2,854,973) (8,139,365) 233,084,664
(2,998,429) (4,520,210) (3,057,587) (10,576,226) 249,924,349
Movement under accumulated impairment losses on inventories for the periods ended December 31, 2010 & 2009, is as follows:
2010 Opening balance Increase (Note 10) Reduction Usage Transfers & variation of perimeter Closing balance 8,139,365 222,803 (445,465) (759,358) 7,157,345 2009 restated 9,376,719 1,350,981 (159,266) (2,429,069) 8,139,365 2009 9,376,719 1,352,677 (159,266) 6,096 10,576,226
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24. Other assets

a) Loans and receivables The breakdown of Loans and Receivable for the years ended December 31, 2010 & 2009, is as follows:
Non-current 2010 Customers: Trade accounts receivable Gross value: Engineering & Construction Environment & Services Transport concessions Others, eliminations & intra-Group Accumulated impairment losses 2009 restated 2009 2010 Current 2009 restated 2009
9,857,563 669,799 10,527,362 (123,629) 10,403,733 126 10,403,859
9,253,228 28,132 9,281,360 (1,548) 9,279,812 475,655 9,755,467
11,039,640 418,572 11,458,212 (247,587) 11,210,625 475,655 11,686,280
892,215,835 170,059,849 (11,879,646) 1,050,396,038 (45,201,525) 1,005,194,513 3,025,973 1,008,220,486
701,506,889 147,925,936 (5,427,998) 844,004,827 (40,130,569) 803,874,258 2,854,355 806,728,613
731,298,854 148,293,851 3,532,382 (8,660,720) 874,464,367 (41,064,699) 833,399,668 4,715,068 838,114,736
The breakdown of Loans to and Receivables from Other Debtors for the years ended December 31, 2010 & 2009, is as follows:
Non-current 2010 Other debtors: Associate and related companies Gross value Accumulated impairment losses Advances to suppliers State & other public entities Other Gross value Accumulated impairment losses 2009 restated 2009 2010 Current 2009 restated 2009
68,811,021 (2,211,180) 66,599,841 4,505,086 (827,847) 3,677,239 70,277,080
53,074,350 (16,511,445) 36,562,905 13,684,136 13,684,136 50,247,041
81,071,624 (16,511,445) 64,560,179 13,691,644 13,691,644 78,251,823
2,624,707 2,624,707 14,288,756 28,191,894 278,344,318 (19,467,610) 258,876,708 303,982,065
24,193,954 24,193,954 11,613,370 28,366,626 143,035,372 (18,045,503) 124,989,869 189,163,819
31,050,999 31,050,999 13,266,292 34,138,791 135,553,119 (18,158,942) 117,394,177 195,850,259
The Group's exposure to credit risk is largely on account of receivables in respect of its operating activity. Accumulated impairment losses have been estimated by the Group in accordance with its experience and on the basis of its evaluation of the economy and of the economic surroundings. The board of directors is of the conviction that the value at which these assets are carried in the balance sheet approaches their fair value. The Group charges no interest as long as the established payment periods are being met. Following the payment deadlines, interest is charged as defined in the contracts and in accordance with the law, as applicable to each particular case.
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As at December 31, 2010 & 2009, the age of commercial balances relating to financial assets that were not impaired is as follows:
Age in the balance sheet 2010 Overdue amounts ] 0 ; 1 ] month ] 1 ; 3 ] month ] 3 ; 12 ] month ] 1 ; 3 ] years Over 3 years Not overdue amounts Total
Age in the balance sheet 2009 restated Overdue amounts ] 0 ; 1 ] month ] 1 ; 3 ] month ] 3 ; 12 ] month ] 1 ; 3 ] years Over 3 years Not overdue amounts Total
Trade accounts received 103,952,305 154,398,961 139,701,907 156,492,944 85,997,943 640,544,060 375,054,186 1,015,598,246
Trade accounts bills receivable 39,920 16,276 2,134,769 47,574 4,927 2,243,466 782,633 3,026,099
Trade accounts received 252,957,830 163,255,735 102,472,735 60,300,722 25,854,585 604,841,607 208,312,463 813,154,070
Other
46,212,742 94,317,472 26,230,438 43,286,655 11,899,621 221,946,928 40,607,019 262,553,947

Trade accounts bills receivable 285,073 112,667 77,143 46,504 4,927 526,314 2,803,696 3,330,010
Age in the balance sheet 2009 Overdue amounts ] 0 ; 1 ] month ] 1 ; 3 ] month ] 3 ; 12 ] month ] 1 ; 3 ] years Over 3 years Not overdue amounts Total
Trade accounts received 253,306,457 170,682,476 122,735,135 63,569,525 26,004,237 636,297,830 208,312,463 844,610,293
Trade accounts bills receivable 493,836 793,440 127,143 146,504 4,927 1,565,850 3,624,873 5,190,723
As at December 31, 2010, the Group's net exposure to accumulated impairment losses to balances having an age of more than 1 year is essentially the result of confirmed debts of public entities (local government, regional government, etc.), of amounts withheld by customers by way of warranty and of customer balances covered by debtsettlement agreements, the understanding of the Group's board of directors being that these receivables are not impaired. Impairment loss adjustments to receivables are recorded where there are objective indicators that the Group will not receive all the sums to which it was entitled in keeping with the original terms of the contracts entered into. The adjustments are calculated considering the analysis of the age of the receivables, the debtor's risk profile and their financial conditions. As at December 31, 2010 & 2009, the breakdown of the balances of the State & other public entities is as follows:
2010 Corporate Income tax Value added tax Social Security Personal income tax Other taxes Taxes in other countries 1,065,570 12,388,772 9,541 10,720 15,581 14,701,710 28,191,894 2009 restated 3,328,130 11,265,100 97,043 25,437 13,650,916 28,366,626 2009 3,877,459 14,921,280 2,431 97,044 25,437 15,215,140 34,138,791
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Movement under impairment losses on loans and receivables is as follows:

2010 Trade accounts receivable: Opening balance Increase Reduction Usage Transfers & perimeter variation Closing balance Other debtors Opening balance Increase Reduction Usage Transfers & perimeter variation Closing balance 40,132,117 7,210,372 (2,917,743) (1,650,899) 2,551,307 45,325,154 34,556,948 3,299,983 (16,586,663) (748) 1,237,117 22,506,637 2009 restated 38,438,609 3,918,221 (1,858,839) (521,600) 155,726 40,132,117 34,889,130 673,875 (295,946) (372,384) (337,727) 34,556,948 2009 38,438,609 4,062,930 (2,058,839) (521,600) 1,391,186 41,312,286 34,889,130 705,537 (295,946) (372,384) (255,950) 34,670,387
As at December 31, 2010, the change under Accumulated impairment losses is essentially the result of the use of the provision set aside for the Intercon, ACE, in that it was wound up and liquidated during the year. With the exception of the debt-settlement agreement established with the Angolan government, there were no materially relevant renegotiations in respect of loans and receivables that, for this reason, could be past-due or impaired. b) Other current assets The breakdown of "Other current assets" is as follows:
2010 Accrued income Production not invoiced Indemnities receivable Interest receivable Other accrued income Deferred costs Insurance MLFF Other deferred costs 2009 restated 2009
84,797,387 16,598,418 16,944,942 118,340,747 2,819,465 6,767,618 9,587,083 127,927,830
59,145,079 13,594,037 10,643,516 83,382,632 2,611,501 15,221,615 17,833,116 101,215,748
100,986,971 126,488,111 13,689,923 17,167,126 258,332,132 3,237,503 24,950,855 27,204,974 55,393,332 313,725,464
d payments. Information on construction contracts in progress is as follows:

2010 Construction costs incurred to date Construction costs incurred during the year Income recognized to date Income recognized during the year Customers prepayments Sums withheld by customers Guarantees given by customers Accrued income - excess of production over billing Deferred income - shortfall of production over billing 4,658,125,724 1,175,952,481 4,814,268,940 1,248,153,703 92,357,354 23,781,788 334,691,445 71,070,390 96,202,589 2009 restated 3,246,704,606 702,027,674 3,543,964,890 824,063,742 20,290,592 5,395,509 252,790,500 20,160,005 42,549,873 2009 3,284,621,949 719,142,200 3,578,312,596 840,510,718 25,693,222 5,504,666 252,790,500 23,180,399 43,556,169
There were no materially relevant renegotiations in respect of other current receivables that, for this reason, could be past-due or impaired. c) Cash & cash equivalents The breakdown of cash & cash equivalents is as follows:
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Non recourse 2010 Term deposits & others Bank deposits & cash in hand Sight deposits Cash in hand 8,599,925 36,176 8,636,101 2009 restated 3,000,000 15,665,016 52,225 18,717,241 2009 15,992,865 104,359,441 88,423 120,440,729 2010 1,547,764 187,176,425 3,265,812 191,990,001
With recourse 2009 restated 2,699,608 102,767,619 4,030,202 109,497,429 2009 2,699,608 118,020,423 4,155,059 124,875,090
Cash & cash equivalents includes cash held by the Group and short-term bank deposits having initial maturities equal to or less than 3 months, for which the risk of alteration of value is not significant. The value at which this set of assets is carried is close to their fair value. As at December 31, 2009, there were no restrictions to the use of the balances recorded under "Cash & cash equivalents with recourse". As at December 31, 2010, the sum of 2,037,707 was carried under cash & cash equivalents not available in the short term, as a result of given guarantees. -servicing in 2011.
25. Issued capital and reserves

The Mota-Engil SGPS issued capital as at December 31, 2010 & 2009, amounts to 204,635,695 represented by 204,635,695 bearer share each of a par value of 1. As at December 31, 2010, the Group holds 11,005,456 treasury shares. During 2010, alterations to the number of treasury shares were as follows:
Quantity Opening balance Increase June 10,972,328 33,128 33,128 Closing balance 11,005,456 Average cost 2.06 2.04 2.04 2.06 Amount 22,558,792 67,729 67,729 22,626,521
Acquisitions of treasury shares during 2010 were carried out by the Group's board of directors which, in the belief that the capital market was undervaluing the Mota-Engil SGPS shares on those dates, decided to increase the treasury share portfolio that the Company already held, signaling to the capital market, by this means, too, the board of directors' confidence in the future of the Group. These acquisitions had due regard at all times for the legal limits and they were also communicated to the market to the extent required by the regulations and in keeping with the deadlines established by the capital market regulator (CMVM). Reserves: Issue premiums Share issue premiums correspond to the premiums obtained via equity capital issues or increases. In accordance with the Portuguese Companies Code, the amounts included under this must follow the requirements established for the
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"Legal reserve", that is, the amounts cannot be distributed, except in winding-up procedures, though they may be used to absorb losses, after all other reserves have been exhausted, and may be incorporated into the issued capital. Legal reserve Portuguese company law stipulates that at least 5% of the net profit for the year has to be assigned to increasing the legal reserve until such time as it equals at least 20% of the issued capital. This reserve cannot be distributed except in case of winding up, though it may be used to cover losses after all other reserves have been exhausted, and to be incorporated into the issued capital. Fair value reserve derivatives
Fair-value reserve derivatives reflects the variations of the fair value of cash-flow hedges that are considered effective (Note 27 Derivative financial instruments) and it cannot be distributed or used to cover losses. Fair value reserve Available-for-sale investments
The Fair value reserve Available-for-sale investments reflects variations to the fair value of held-for-sale financial instruments and cannot be distributed or used to absorb losses. Currency translation reserve Currency-translation reserves reflect currency fluctuations in transposing the financial statements of affiliates expressed in currencies other than the euro and cannot be distributed or used to absorb losses. Revaluation reserves Revaluation reserves cannot be distributed to equityholders, unless the revalued assets have been fully written down or sold. Under Portuguese legislation, the amount of reserves that can be distributed is determined in accordance with the individual financial statements of the Company, presented in accordance with the Accounting Standardisation System (SNC). There were no reserves that could be distributed as at December 31, 2010.
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26. Debt
Movement under debt with recourse for the periods ended December 31, 2010 & 2009, is as follows:
1 year 2010 Non-convertible bond loans Amounts owed to credit institutions Bank loans Overdraft facilities Guaranteed accounts Other loans obtained Commercial paper issues Other loans 2009 restated Non-convertible bond loans Amounts owed to credit institutions Bank loans Overdraft facilities Guaranteed accounts Other loans obtained Commercial paper issues Other loans 2009 Non-convertible bond loans Amounts owed to credit institutions Bank loans Overdraft facilities Guaranteed accounts Other loans obtained Commercial paper issues Other loans 2 years 3 to 5 years over 5 years Total
7,278,633 120,568,883 218,012,464 127,010,928 38,084,235 3,997,121 514,952,264 31,000,000 111,483,778 167,543,444 85,369,158 120,785,710 33,164,906 549,346,996 31,000,000 122,136,557 168,868,069 86,515,547 120,785,710 33,986,083 563,291,966
50,000,000 63,649,981 55,373,716 529,878 169,553,575 57,500,000 77,270,679 177,102 51,143,924 4,901,389 190,993,094 57,500,000 133,488,006 177,102 51,143,924 4,901,389 247,210,421
25,000,000 88,036,032 219,182,062 1,677,886 333,895,980 25,000,000 59,563,731 113,038,520 7,856,948 205,459,199 25,000,000 198,541,495 113,038,520 8,377,564 344,957,579
20,148,099 60,050,000 387,012 80,585,111 5,933,817 61,350,000 4,833,558 72,117,375 84,390,096 61,350,000 4,833,558 150,573,654
82,278,633 292,402,995 218,012,464 127,010,928 372,690,013 6,591,897 1,098,986,930 113,500,000 254,252,005 167,543,444 85,546,260 346,318,154 50,756,801 1,017,916,664 113,500,000 538,556,154 168,868,069 86,692,649 346,318,154 52,098,594 1,306,033,620
Although commercial paper issues fall due at one year, because they are covered by medium and long-term programmes that allow their renovation the Group's board of directors has recorded these debts as medium & long term in that it intends to continue to use them. The amounts in respect of debt without recourse for the periods ended December 31, 2010 & 2009, is as follows:
1 year 2010 Amounts owed to credit institutions: Bank loans 2009 restated Amounts owed to credit institutions: Bank loans 2009 Amounts owed to credit institutions: Bank loans Guaranteed accounts 2 years 3 to 5 years over 5 years Total
3,413,463 3,413,463
4,333,346 4,333,346
12,677,458 12,677,458
95,964,149 95,964,149
116,388,416 116,388,416
3,099,065 3,099,065
4,111,015 4,111,015
8,178,912 8,178,912
79,302,757 79,302,757
94,691,749 94,691,749
132,073,353 3,700,000 135,773,353
71,271,143 71,271,143
82,301,578 82,301,578
938,007,336 938,007,336
1,223,653,410 3,700,000 1,227,353,410
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As at December 31, 2010 & 2009, the sums in respect of debt are expressed in the following currencies:
Bonds 2010 Czech Crowns US Dollars Algerian Dinar Euros Hungarian Forints New Family Meticais (Mozambique) S. Tom Dobras Polish Zlotys 2009 restated Czech Crowns US Dollars Algerian Dinar Euros Hungarian Forints New Family Meticais (Mozambique) Polish Zlotys 2009 Czech Crowns US Dollars Algerian Dinar Euros Hungarian Forints New Family Meticais (Mozambique) Mexican Pesos Polish Zlotys Credit institutions Commercial paper Other loans Total
82,278,633 82,278,633 113,500,000 113,500,000 113,500,000 113,500,000
9,356,945 14,156,058 292,196 714,402,206 1,809,311 401,708 47,514 13,348,865 753,814,803 9,800,742 10,895,215 268,772 569,838,740 1,743,547 68,680 9,417,761 602,033,458 9,800,742 12,995,946 268,772 1,936,353,027 1,743,547 68,680 50,821,808 9,417,759 2,021,470,282
372,690,013 372,690,013 346,318,154 346,318,154 346,318,154 346,318,154
6,591,897 6,591,897 832,875 49,923,823 103 50,756,801 1,353,491 50,745,000 103 52,098,594
9,356,945 14,156,058 292,196 1,175,962,749 1,809,311 401,708 47,514 13,348,865 1,215,375,346 9,800,742 11,728,090 268,772 1,079,580,717 1,743,547 68,783 9,417,762 1,112,608,413 9,800,742 14,349,438 268,772 2,446,916,181 1,743,547 68,783 50,821,808 9,417,759 2,533,387,030
The average interest rates in respect of the main headings of debt during 2010 and 2009 are as follows:
2010 Average rates (%) Non-convertible bond loans Amounts owed to credit institutions Bank loans Overdraft facilities Guaranteed accounts Other loans obtained Commercial paper issues 3.93 3.33 4.09 3.28 4.68 1.63 Rates interval (%) [ 2,43 ; 5,49 ] [ 1,71 ; 6,61 ] [ 2,21 ; 19,5 ] [ 2,07 ; 19,5 ] [ 1,52 ; 5,25 ] [ 0,81 ; 2,47 ] 2009 restated Average rates (%) 3.71 3.89 3.86 2.78 1.87 Rates interval (%) [ 3,30 ; 4,36 ] [ 1,67 ; 6,00 ] [ 1,72 ; 4,29 ] [ 0,70 ; 7,00 ] [ 1,26 ; 3,24 ] Average rates (%) 3.71 4.64 3.92 2.88 1.87 2009 Rates interval (%) [ 3,30 ; 4,36 ] [ 1,67 ; 6,00 ] [ 1,72 ; 4,29 ] [ 0,70 ; 7,00 ] [ 1,26 ; 3,50 ]
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The main bond loans and commercial paper programmes obtained by the Group are as follows:
Type of issue / Issuer Date of emission Indexation Reimbursement condition Amount
Bond loans: Mota-Engil SGPS Mota-Engil SGPS Mota-Engil SGPS Commercial paper programmes: Mota-Engil Mota-Engil Mota-Engil Mota-Engil Mota-Engil Mota-Engil Mota-Engil Mota-Engil SGPS SGPS SGPS SGPS e Mota-Engil Engenharia SGPS e Mota-Engil Engenharia SGPS e Mota-Engil Ambiente e Servios Engenharia Engenharia
29-Dez-04 23-Abr-08 18-Nov-09 17-Nov-08 21-Nov-08 28-Out-10 13-Nov-06 03-Dez-08 15-Jan-07 30-Mar-06 26-Jun-07 23-Nov-07 30-Set-10 28-Out-10 16-Dez-10 03-Jul-07
Euribor 6 months + 1.5% Euribor 6 months + 2.8% Mid Swap 3Y + 3.35% Euribor + 0.5% Euribor + 0.85% Euribor + 3.0% Euribor + 1.875% Euribor + 3.0% Euribor + 1.5% Euribor + 0.5% Euribor + 0.4% Euribor + 0.4% Euribor + 1.5% Euribor + 3.0% Euribor + 2.5% Euribor + 2.0%
i) ii) iii)
7,500,000 25,000,000 50,000,000 3,200,000 50,000,000 15,000,000 15,000,000 15,000,000 77,000,000 7,500,000 30,000,000 25,000,000 10,000,000 50,000,000
Mota-Engil Engenharia Mota-Engil Engenharia Mota-Engil Engenharia Mota-Engil Engenharia Tertir
50,000,000 25,000,000
i) Interest paid in 14 half-yearly installments as from June 29, 2005. Repayment in 4 half-yearly installments as from the 11th coupon. Possibility of reimbursement ii) Interest paid in ten half-yearly installments as from October 23, 2008. Single repayment on maturity of the contract. iii) Interest paid in six half-yearly installments as from May 18, 2010, with single repayment on maturity of the contract.
The total amount of debt contracted through other loan contracts of over 10,000,000 is as follows:
Issuer Type of issue Amount of the loan Amount in debt
Other transactions: Holding Mota-Engil, SGPS Mota-Engil, SGPS Mota-Engil, SGPS Engineering & Construction Mota-Engil Engenharia Mota-Engil Engenharia Mota-Engil Engenharia Mota-Engil Engenharia Planinova Envirorment & Services Indaqua Indaqua Indaqua Indaqua Indaqua Sotagus Suma Tertir Tertir Feira Santo Tirso Vila do Conde Matosinhos
Overdraft facilities Medium & long term loan Guarantee accounts Overdraft facilities Medium & long term loan Guarantee accounts Short term loan Medium & long term loan Medium & long term loan Medium & long Medium & long Medium & long Medium & long term loan term loan term loan term loan
78,500,000 70,000,000 18,000,000 103,325,000 68,972,685 33,697,114 20,000,000 26,000,000 17,500,000 63,000,000 17,500,000 76,500,000 48,500,000 11,222,953 25,550,000 60,000,000 10,000,000
76,607,771 47,642,857 17,817,000 69,436,728 45,494,995 25,360,000 20,000,000 26,000,000 13,600,000 50,542,161 14,397,747 21,263,297 22,092,546 4,316,521 25,550,000 52,500,000 7,928,799
Medium & long term loan Medium & long term loan Medium & long term loan Overdraft facilities
The amounts considered under "Other borrowings" mainly have to do with borrowings from the Portuguese Agency for Investment (AICEP) and from the Small and Medium Enterprise and Investment Institute (IAPMEI) by way of support to investment. These borrowings earn no interest.
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27. Derivative financial instruments

The Group makes use of interest-rate derivatives instruments to manage its exposure the movements of current interest rates in its financing contracts, fixing variable interest rates. As at December 31, 2010 & 2009, the Group had contracted the following derivative financial instruments:
Fair value
Subsidiary Type Counterpart Start Notional Contracted rates Maturity 2010 2009 restated 2009
Ascendi BLA Ascendi CP Ascendi GL Ascendi GP Ascendi Group Indaqua Feira Indaqua Feira Indaqua Matosinhos Indaqua St. Tirso Mota-Engil SGPS Mota-Engil SGPS Mota-Engil SGPS Mota-Engil SGPS Mota-Engil Ambiente e Servios Mota-Engil Engenharia Mota-Engil Engenharia Mota-Engil Engenharia Suma other potentially favorable other potentially unfavorable
Interest Rate Swap Collar Interest Rate Swap Interest Rate Swap Interest Rate Swap Interest Rate Swap Interest Rate Swap Interest Rate Swap Interest Rate Swap Semi Knock-out Swap Interest Rate Swap Interest Rate Swap Interest Rate Swap Interest Rate Swap Interest Rate Swap Cap Collar Interest Rate Swap Other Other
Banco Esprito Santo Millennium BCP Esprito Santo Investment Esprito Santo Investment Millennium BCP Millennium BCP Santander CGD Caixa BI Millennium BCP Millennium BCP Millennium BCP Millennium BCP Millennium BCP BNP Paribas Fortis BNP Paribas Fortis BNP Paribas Fortis Banco Esprito Santo Various Various
Apr-01 Aug-00 Jan-07 Sep-02 Dec-07 Sep-07 Sep-07 Jun-08 Mar-08 Nov-05 Nov-05 Dec-05 Jan-08 Jan-08 Dec-05 Jun-07 Jun-07 Jul-10 Jan-00 Jan-00
180,267,201 89,197,000 159,869,501 120,760,018 50,000,000 17,633,525 17,633,525 34,905,040 15,477,000 20,000,000 30,000,000 20,000,000 37,000,000 40,000,000 5,000,000 30,000,000 30,000,000 20,400,000 -
Receives Euribor 6M and pays fixed rate (5.62%) Receives Euribor 6M and pays fixed rate (4.5%) Receives Euribor 6M and pays fixed rate (4.27%) Receives Euribor 6M and pays fixed rate (5.0%) Receives Euribor 6M and pays fixed rate (4.2%) Receives Euribor 6M and pays fixed rate (4.526%) Receives Euribor 6M and pays fixed rate (4.526%) Receives Euribor 6M and pays fixed rate (4.485%) Receives Euribor 6M and pays fixed rate (4.85%) Receives Euribor 6M and pays fixed rate with Knock-out Receives Euribor 6M and pays fixed rate (3.24%) Receives Euribor 6M and pays fixed rate (3.23%) Receives Euribor 6M and pays fixed rate (4.18%) Receives Euribor 6M and pays fixed rate (4.2%) Receives Euribor 6M and pays fixed rate (4.6%) Receives Euribor 6M and pays fixed rate (4.6%) Receives Euribor 6M and pays fixed rate (4.6%) Receives Euribor 6M and pays fixed rate (3.31%) -
Jun-11 Jun-10 Jun-33 Jun-12 Dec-10 Sep-29 Sep-29 Jun-28 Mar-14 Nov-10 Nov-10 Jun-10 Jan-11 Jan-11 Dec-10 Jun-15 Jun-15 Jul-17 Jan-00 Jan-00
(2,165,069) (2,165,069) (3,897,662) (1,210,748) (56,234) (61,189) 2,922 (1,998,047) (1,177,387) 461,676 (953,345) (13,220,152)
(1,628,016) (1,628,016) (2,780,020) (1,525,482) (409,443) (624,834) (229,330) (1,644,049) (1,789,715) (25,503) 7,885 (2,394,000) 781,560 (13,888,963)
(200,604) 93,457 382,574 (1,326,580) (1,493,930) (1,628,016) (1,628,016) (2,780,020) (1,525,482) (409,443) (624,834) (229,330) (1,644,049) (1,789,715) (25,503) 7,885 (2,394,000) 781,560 (16,434,046)
The criteria governing the classification and valuation of these instruments are set out in indent ix) (f) of the Main valuation criteria in Note 1. Accounting Policies Determination of the fair value of the derivatives contracted by the Group was undertaken by the respective counterparties considered to be upstanding, independent financial entities of recognized merit. The valuation models used are based on the discounted cash-flow method: using the Swaps par Rates quoted on the interbank market, available on the Reuters and Bloomberg pages, for the relevant maturities. The respective forward rates and discount factors are calculated that are used to discount the fixed-leg and floating-leg cash flows. The sum of the two legs determines the NPV (Net Present Value).
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28. Trade liabilities & other liabilities payable

The breakdown of commercial liabilities and other payables for the years ended December 31, 2010 & 2009, is as follows:
Non-currents 2010 Suppliers Engineering & Construction Environment & Services Transport Concessions Others, eliminations & intra-Group Suppliers of fixed assets Group companies, associates & other shareholders Customer prepayments on account of sales State & other public entities Other creditors 2009 restated 2009 2010 Currents 2009 restated 2009
4,117,640.00 4,117,640 141,929,430 537,269 42,589,768 42,124,063 227,180,530 231,298,170
6,954,666.00 3,432,044 10,386,710 123,346,911 405,992 48,327,366 44,554,339 216,634,608 227,021,318
7,143,131.00 7,143,131 125,658,661 559,051 69,699,344 96,406,783 292,323,839 299,466,970
428,973,733.00 96,372,125 (43,176,293) 482,169,565 58,343,909 490,825 87,857,323 42,967,832 251,351,272 441,011,161 923,180,726
406,934,223.00 75,536,821 (31,112,139) 451,358,905 63,850,717 110,495 55,860,791 26,435,990 207,712,792 353,970,785 805,329,690
414,552,031.00 78,119,650 6,363,649 (34,764,039) 464,271,291 81,921,592 198,587 80,515,411 28,253,519 218,889,041 409,778,150 874,049,441
These sums mainly concern debts originating in subcontracting in respect of works in progress adjudicated to the Group. The board of directors is of the conviction that the value at which these liabilities are carried in the statement of financial position approaches their fair value. As at December 31, 2010 & 2009, the remaining contractual maturity of the balances carried under "Suppliers" is as follows:
2010 Outstanding contractual maturity: ] 0 ; 1 ] month ] 1 ; 3 ] months ] 3 ; 12 ] months ] 1 ; 3 ] years Over 3 years 2009 restated 2009
302,549,548 118,489,916 56,344,081 2,452,555 6,451,105 486,287,205
221,579,006 132,565,212 86,686,735 12,886,019 8,028,643 461,745,615
231,265,487 136,067,555 87,197,851 12,262,105 4,621,424 471,414,422
As at December 31, 2010 & 2009, the remaining contractual maturity of the balances carried under "Other creditors" is as follows:
2010 Outstanding contractual maturity: ] 0 ; 1 ] month ] 1 ; 3 ] months ] 3 ; 12 ] months ] 1 ; 3 ] years Over 3 years Factoring
71,686,993 8,240,712 2,907,286 2,203,741 53,721,892 154,714,711 293,475,335
As at December 31, 2010 & 2009, "Other creditors" includes sums in respect of factoring with recourse and of bills discounted in the sums of 155,599,381 and 167,550,237 respectively, which have no defined maturity.
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As at December 31, 2010 & 2009, the Group had liabilities towards lessors, curried under "Suppliers of fixed assets" in respect of outstanding rents on finance lease contracts in the sum of 209,011,398 and 192,197,000 respectively, with the following maturities:
Outstading rents on lease contracts 2010 1 year 2 years 3 years 4 or more years 48,691,759 39,277,590 30,955,345 90,086,704 209,011,398 Interest included in the rents Current value of lease contract rents (27,498,520) 181,512,878 2009 restated 46,281,473 33,629,056 26,459,017 89,827,465 196,197,011 (30,344,219) 165,852,792 2009 73,078,365 37,152,907 30,020,843 112,330,502 252,582,617 (55,249,831) 197,332,786 181,512,878 165,852,792 197,332,786 2010 45,780,948 37,144,798 28,856,528 69,730,604 181,512,878 Current value of lease contracts 2009 restated 42,627,098 30,638,596 24,177,761 68,409,337 165,852,792 2009 46,103,001 33,720,630 27,337,130 90,172,025 197,332,786
As at December 31, 2010, the more significant finance lease contracts are as follows:
Contracting party CPTP Ferrovias Liscont Mota-Engil Engenharia Mota-Engil Engenharia Mota-Engil Krusziwa Mota-Engil Central Europe Mota-Engil Central Europe Mota-Engil Central Europe Mota-Engil Central Europe ME-Pavimentaes PTT Rentaco Rentaco Socarpor Aveiro Socarpor Aveiro Socarpor Aveiro Sotagus Sotagus Suma Takargo Takargo Correia & Correia Amount 4,897,960 2,360,169 2,100,000 56,612,438 8,773,546 1,288,518 1,629,812 1,155,652 1,377,597 1,588,925 1,038,600 2,647,989 1,116,134 3,100,000 1,976,000 3,300,000 13,057,915 4,000,000 7,400,000 3,835,050 24,140,200 11,943,750 1,008,306 Asset Port Equipment Sundry Equipment Port Equipment Sundry Equipment Sundry Equipment Sundry Equipment Sundry Equipment Sundry Equipment Sundry Equipment Sundry Equipment Sundry Equipment Land & construction Sundry Equipment Sundry Equipment Crane Crane Sograin Terminal Port Gantry Port Gantry Sundry Equipment Railway Locomotives Railway Wagons Sundry Equipment Lease life 8 5 5 4 5 5 6 10 5 7 4 11 4 5 8 12 12 7 5 5 25 25 20 years years years years years years years years years years years years years years years years years years years years years years years Purchase option 141,098 118,008 42,000 1,086,078 156,838 81,491 728,061 15,130 15,889 39,520 66,000 261,158 80,000 148,000 3,017,525 1,492,969 -
Poland Poland Poland Poland
As at December 31, 2010, the breakdown of the net book value of assets acquired under finance lease contracts is as follows:
2010 Land & buildings Basic equipment Transport equipment Administrative equipment Other fixed assets Intangible fixed assets 8,415,165 121,172,953 29,176,161 51,303 1,815,678 19,653,807 180,285,067
As at December 31, 2010 & 2009, the breakdown of the balances of the State & other public entities is as follows:
2010 Income tax Value added tax Social security Personal income tax Other taxes Taxes in other countries 1,948,310 3,263,778 3,313,048 1,581,008 1,268,626 31,593,062 42,967,832 2009 restated 4,895,189 2,820,098 3,327,661 1,551,452 410,257 13,431,333 26,435,990 2009 5,990,990 3,602,309 3,415,170 1,681,676 427,746 13,135,628 28,253,519
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29. Provisions
The breakdown of provisions for the periods ended December 31, 2010 & 2009, is as follows:
2010 Pensions (Note 32. Retirement plan benefits) Indemnities for termination of fixed-term employment contracts Sealing & monitoring a landfill Provisions for investments valued using the equity method Legal proceedings Quality warranties Other contingencies/ estimated cost of closing operations 9,351,392 70,935 6,135,408 15,186,062 7,430,131 12,592 33,587,943 71,774,463 2009 restated 10,674,497 1,188,714 4,722,111 7,871,183 6,772,769 12,943 25,401,258 56,643,475 2009 10,674,497 1,188,714 4,722,111 2,058,770 6,772,769 12,943 4,138,031 29,567,835
Provisions for indemnities for rescission of employment contracts and for landfill sealing and monitoring essentially refer to the Suma Subgroup. Provisions for legal proceedings and other contingencies essentially refer to the Tertir Sub Group. The change under Other contingencies during the year ended December 2009, restated, is the result of the adoption of IFRIC 12 on concessionaires. During the year ended December 31, 2010, the GROUP assumed the cost of operations being shut down, particularly in Ireland and Spain. Information on the movement of provisions during 2010 is as follows:
Opening balance Increase Reduction Usage Transfers & perimeter variation Closing balance
Pensions (Note 32. Retirement plan benefits) Indemnities for termination of fixed-term employment contracts Sealing & monitoring a landfill Provisions for investments valued using the equity method Legal proceedings Quality warranties Other contingencies/ estimated cost of closing operations
10,674,497 1,188,714 4,722,111 7,871,183 6,772,769 12,943 25,401,258 56,643,475
107,989 47,842 1,415,627 800,605 731,614 11,039,408 14,143,085
(1,319,444) (1,165,621) (17,532) (796,175) (3,298,772)
(1,932,752) (1,932,752)
(111,650) (2,330) 6,514,274 (56,720) (351) (123,796) 6,219,427
9,351,392 70,935 6,135,408 15,186,062 7,430,131 12,592 33,587,943 71,774,463
As at December 31, 2010 & 2009, the valuation of investments using the equity method, for which provisions were set aside, as follows:
2010 Construtora Perote-xalapa Fabritubo Grossiman Luma e NGA (Geovision Group) SLPP Group Haor Iberocargo Vista, SA Other 1,152,584 1,282,903 5,470,778 1,653,691 2,794,490 1,021,839 666,128 1,143,649 15,186,062 2009 restated 1,170,508 1,879,566 3,912,215 648,912 68,490 191,492 7,871,183 2009 1,879,566 179,204 2,058,770
With the exception of the provisions set aside for the sealing and monitoring of landfills and for subsidiary TCL, the date of use of the others cannot be estimated, and for this reason these provisions have not been subject to financial updating.
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30. Other current & non-current liabilities

2010 Beneficiary company Ferrovias Indaqua Feira Mota-Engil Engenharia RTA SGA
Amount of the asset Amount of the subsidy Deferred income
Recognition of income
Recognition of income in 2010 Recognition of income in 2009
15,318,483 12,500,000 23,785,439 7,619,971 3,956,914
1,207,736 12,500,000 6,697,366 3,108,194 1,377,415
797,506 12,500,000 2,113,533 1,671,330 222,283 17,304,652
284,568 2,130,732 107,941 82,302 2,605,543
660,721 632,618 107,941 82,302 1,483,582
2009 restated Beneficiary company Ferrovias Mota-Engil Engenharia RTA SGA

15,318,483 11,587,677 7,619,971 3,956,914
1,207,736 3,956,078 3,108,194 1,377,415
1,082,074 1,562,301 1,779,271 304,585 4,728,231
660,721 632,618 107,941 82,302 1,483,582
58,654 444,541 107,941 82,302 693,438
2009 Beneficiary company Aenor Ferrovias Mota-Engil Engenharia RTA SGA

348,752,476 15,318,483 11,587,677 7,619,971 3,956,914
59,543,500 1,207,736 3,956,078 3,108,194 1,377,415
53,282,790 1,082,074 1,562,301 1,779,271 304,585 58,011,021
2,010,909 660,721 632,618 107,941 82,302 3,494,491
1,593,161 58,654 444,541 107,941 82,302 2,286,599
Of total deferred income within the scope of investment subsidies received, the sums of 375,565 and 818,677 for 2010 & 2009 respectively are recorded under "Other current liabilities", as detailed hereunder. The amounts in respect of current liabilities for the periods ended December 31, 2010 & 2009, are as follows:
2010 Accrued costs Cost of holiday pay & bonus Interest payable Work in progress by suppliers not billed Indemnities payable under the motorway concessions Other costs to be invoiced in motorway concessions Other accrued costs Deferred income Invoicing in advance Investment subsidies Rents on own properties Income to be recognised in the motorway concessions Other deferred income 2009 restated 2009
31,088,568 7,765,659 44,672,485 256,428,143 339,954,855 97,845,016 375,565 24,092 32,511,311 130,755,984 470,710,839
27,444,207 5,511,595 41,521,906 27,102,688 101,580,396 145,756,552 818,677 317,770 12,125,638 159,018,637 260,599,033
28,109,001 27,189,547 41,921,930 40,442,588 8,593,885 33,684,230 179,941,181 146,099,573 2,829,586 317,770 49,327,013 17,884,850 216,458,792 396,399,973
31. Commitments
Guarantees Provided As at December 31, 2010 & 2009, the guarantees provided by the Group to third parties in respect of bank guarantees and fidelity insurance provided to employers that have contracted work to the various Group companies are broken down by currency as follows:
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2010 Czech Crowns New Romanian Leu Algerians dinars US Dollars Cape Verde Escudos Euros Hungarian Forints Malawi Kwashas Mozambican Meticais Peruvian New Soles Mexican Pesos South African Rands Polish Zlotys 4,147,559 5,935,342 133,239,890 4,020,970 682,281,094 25,390,052 19,199,687 34,125,240 35,189,848 58,169,015 1,001,698,697
2009 restated 3,738,316 1,098,700 1,088,539 165,819,538 1,020,362 667,728,151 31,678,720 35,359,589 2,341,410 2,393,072 825,624 47,636,294 960,728,315
2009 3,738,316 1,098,700 1,088,539 165,819,538 1,428,470 716,041,353 31,678,720 35,359,589 10,425,318 2,393,072 16,075,571 825,624 47,636,294 1,033,609,104
The breakdown by Group companies is as follows:

2010 reagolfe Constructora Perote Xalapa CPTP Emocil EMSA Ferrovias Grossiman Ascendi Group Indaqua Group Suma Group Tertir Group Hifer Manvia Mota-Engil Servios Partilhados MKC Mota-Engil Ambiente e Servios Mota-Engil Central Europe Poland Mota-Engil Engenharia Mota-Engil Central Europe Hungary Mota-Engil Pavimentaoes Mota-Engil Peru Mota-Engil SGPS Parquegil Planinova Mota-Engil Beto e Pr-Fabricados RTA Sadoport Sedengil Tecnocarril Tracevia Vibeiras 1,181,949 22,007,422 2,416,369 129,602 20,363,790 76,385,355 25,292,320 81,010,152 1,563,060 504,933 15,627,500 58,576,891 617,042,898 5,347,174 7,564,274 46,294,874 250,000 283,014 5,275,079 384,369 30,956 15,000 6,126,734 8,024,982 1,001,698,697 2009 restated 963,680 16,106,352 98,444 21,045,069 76,726,696 29,005,264 82,822,005 964,410 504,933 203,982 17,123,295 46,996,031 631,047,170 7,425,653 4,657,494 4,821,988 275,178 5,380,438 423,173 54,857 15,000 6,355,615 7,711,588 960,728,315 2009 963,680 8,083,908 16,106,352 98,444 21,045,069 48,865 63,243,033 76,726,696 29,005,264 82,845,817 52,812 964,410 504,933 203,982 17,123,295 46,996,031 631,047,170 7,425,653 4,657,494 4,821,988 3,281 275,178 5,380,438 423,173 1,425,078 54,857 15,000 6,355,615 7,711,588 1,033,609,104
As at December 31, 2010 & 2009, the shares held in and the supplementary capital contributions paid to subsidiaries Ascendi CP, Ascendi GP, Ascendi BLA, Lusoponte and Ascendi Norte, had been given as collateral by the Group to secure the loans made by financial entities to these subsidiaries, a mechanism that is included in the legal and financial framework typical to a Project Finance structure.
32. Retirement Plan Benefits

The Group has assumed defined-benefit retirement plan liabilities for several former and some present employees. The accounting policies in respect of these plans adopted by the Group are described in Indent xx) of the Main valuation criteria in Note 1. Accounting Policies As at December 31, 2010 & 2009, the liabilities for pensioners and those for personnel in service are almost all related with Mota-Engil Engenharia e Construo, SA, ( 8,936,770 and 10,256,214 respectively), the sums of 414,622 and 418,283 respectively being in respect of other companies. As at December 31, 2010 & 2009, liabilities towards pensioners and towards staff in service at Mota-Engil
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Engenharia, and their respective cover, are as follows:

2010 Liabilities to pensioners Liabilities to personnel in service Provisions set aside (Note 29. Provisions) % of cover 1,458,253 7,478,245 8,936,770 100% 2009 restated 1,698,852 8,557,363 10,256,214 100% 2009 1,698,852 8,557,363 10,256,214 100%
The change during the year is underpinned by an actuarial report that was ordered for the purpose and was essentially due to the following alterations of assumptions: (i) the fund's rate of return increased from 4% to 4.5% in that at this time the rates of return expected in the long term used by the pension funds market, and also the recommendations of the international accounting standards, stand at around 5%; (ii) the same applies to the pension-update rate, though the increase here was from 3% to 4% (since there is no financing vehicle for these liabilities, the recommendation is that it remain at 4%); (iii) the wage growth rate has fallen from 3% to 2% in that the wage history used for the actuarial valuation has grown by less than 3%. Liabilities for defined-benefit pension plans are using the actuarial and financial assumptions best suited to the plan in question. The latest actuarial study available, referred to December 31, 2010, based on the following assumptions:
Retirement age Expected wage increase rate Discount rate Mortality tables Pension growth rate Number of payments of the benefit
65 2% 4% TV 88_90 4% 14
33. Transactions with related parties

a) Commercial transactions There are relations between the Group's subsidiaries that are qualified as transactions with related parties. All these transactions are carried out at market value. These transactions are eliminated in the consolidation procedures since the consolidated financial statements present information on the parent company and its subsidiaries as through they concerned just a single company.
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Balances and transactions between subsidiaries during the year ended December 31, 2010, are as follows:
Accounts receivable Accounts payable Loans granted Loans obtained
Holding Company & related activities Mota-Engil SGPS Other Engineering & Construction Mota-Engil Engenharia Aurimove Jeremiasova M-Invest Mota-Engil Angola Mota-Engil Central Europe Poland Mota-Engil Central Europe SGPS Mota-Engil Magyarorszg Mota-Engil Real Estate Management Mota-Engil Real Estate Portugal Mota-Engil S. Tom Mota Internacional Planinova Rentaco Angola Tabella Wilanow Other Envirorment & Services Mota-Engil Ambiente e Servios Indaqua Indaqua Feira Indaqua Matosinhos Suma Suma Matosinhos Tertir Vista Waste (Angola) Other
30,297,596 6,215,895 121,639,560 9,404 250,578 42,834,295 2,848,248 13,552,828 223,947 3,117,713 1,147,435 5,408,989 22,002,292 500 9,169,133 37,004,831 8,130,313 1,222,907 727 194,363 27,608,810 118,309 2,052,114 57,541 27,997,873
Interest gains
3,202,268 1,563,599 116,755,615 1,685,980 8,918,398 6,590 65,969,721 3,942,792 17,745,216 319,960 3,508,277 779,122 1,080,817 346,158 16,403,124 6,381,180 1,064,097 18,155,680 30,127,333 88,173 247,551 275,663 2,664,662 5,738,529 7,913,944 13,452,324 34,769,428
Interest costs
102,828,402 16,000 95,864,150 1,173,013 8,271,283 6,582,486 50,503,837 7,202,198 7,127,674 22,370,830 4,384,802 4,580,025 50,157,226 30,938,414 5,232,654 3,053,284 6,349,567
Other income
13,394,700 2,501,672 1,170,000 7,153,930 110,391 348,714 68,024,706 8,171,639 9,342,687 17,241,000 5,094,147 6,325,500 903,308 18,888,995 7,115,588 41,454,805 101,650,870 12,140,215 18,450,311 5,369,187 18,057,913 19,066,319 65,861 24,593,387
Other costs
Holding Company & related activities Mota-Engil SGPS Mota-Engil Servios Partilhados Other Engineering & Construction Mota-Engil Engenharia Capsfil Ferrovias Mota-Engil Angola Mota-Engil Beto e Pr-Fabricados Mota-Engil Central Europe Slovakia Mota-Engil Central Europe Poland Mota-Engil Pavimentaes Planinova Rentaco Rentaco Angola Other Envirorment & Services Mota-Engil Ambiente e Servios Suma Other
5,250,645 2,835,474 48,667 22 413,131 2,245,306 1,633,209 580,300 1,307,502
47,256 40,690 844,467 50,589 15,874 5,416,394 4,369,543 436,149 3,093,294
12,470,798 11,233,568 2,230,105 93,460,859 4,636,795 542,643 136,623,463 11,144,411 3,935,617 3,765,083 4,322,632 5,408,642 5,111,755 24,197,574 11,682,724 18,247,927
7,810 196,066,233 226,539 5,962,228 93,285,636 1,782,003 4,396,985 6,901,014 17,499,861 3,735 183,696 6,643,530 749,967 15,305,359
Transactions with associate companies booked using the equity method are not eliminated, and their amounts are as follows:
2010 2009 restated 2009
Accounts receivable Accounts payable Loans granted Loans obtained Sales & services rendered Cost of merchandise sold Interest gains Interest costs
85,882,003 24,368,211 56,620,017 590,681 34,694,720 18,638,094 2,999,482 172,797
17,251,992 23,125,511 n.d. n.d. 15,391,884 19,362,458 n.d. n.d.
15,432,657 30,738,865 n.d. n.d. 12,615,358 16,994,697 n.d. n.d.
Balances and transactions with Group equityholders having qualified holdings or with other companies held by them are as follows:
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2010
Accounts receivable Accounts payable Loans granted Sales & services rendered Cost of merchandise sold
1,344,288 8,359 1,467,149 739,859 18,027
The balances and transactions were in respect of the following equityholders of the Group:
Algosi - Gesto de Participaes Sociais, SGPS, SA Antnio de Lago Cerqueira, SA Cermica de Boialvo, Lda Cogera - Sociedade de Produo de Energia por Cogerao, Lda Covelas - Energia, Lda F.M. - Sociedade de Controlo, SGPS, SA Mota Gesto e Participaes, SGPS, SA Sunviauto - Indstria de Componentes de Automveis, SA
Shareholders with qualified stakes in Group

Antnio Manuel Queirs Vasconcelos da Mota Maria Manuela Queirs Vasconcelos Mota dos Santos Maria Teresa Queirs Vasconcelos Mota Neves da Costa Maria Paula Queirs Vasconcelos Mota de Meireles Maria Ins Fonseca Vasconcelos Mota S Algosi - Gesto de Participaes Sociais, SGPS, S.A. F.M. - Sociedade de Controlo, SGPS, S.A. Mota Gesto e Participaes, SGPS, S.A. Privado Holding SGPS, S.A. QMC Development Capital Fund, Plc
Due to impossibility of determination, this list does not include other companies in which QMC Development Capital Fund, Plc, and Privado Holding, SGPS, SA, are also equityholders. Directors of the Group holding and of each sub-holding are the following:
MOTA-ENGIL, SGPS, S.A. Antnio Manuel Queirs Vasconcelos da Mota Jorge Paulo Sacadura de Almeida Coelho Arnaldo Jos Nunes da Costa Figueiredo Gonalo Nuno Gomes de Andrade Moura Martins Maria Manuela Queirs Vasconcelos Mota dos Santos Maria Teresa Queirs Vasconcelos Mota Neves da Costa Maria Paula Queirs Vasconcelos Mota de Meireles Ismael Antunes Hernandez Gaspar Lus Manuel Ferreira Parreiro Gonalves Lus Filipe Cardoso da Silva Maria Isabel da Silva Ferreira Rodrigues Peres Jos Lus Catela Rangel de Lima Professor Doutor Lus Valente de Oliveira Antnio Bernardo Aranha da Gama Lobo Xavier Antnio Manuel da Silva Vila Cova MOTA-ENGIL, ENGENHARIA E CONSTRUO, S.A. Ismael Antunes Hernandez Gaspar Antnio Martinho Ferreira de Oliveira Pedro Manuel Teixeira Rocha Antelo Fernando Alberto Fiel e Barbosa Carlos Antnio Vasconcelos Mota dos Santos Mrio Jorge de Melo Faria de Barros Gilberto Silveira Rodrigues Pedro Rodrigues Martins da Costa MOTA-ENGIL AMBIENTE E SERVIOS, S.A. Gonalo Nuno Gomes de Andrade Moura Martins Jorge Agostinho Fernandes Rodrigues Paulo Jorge Silva da Costa Nunes Eduardo Joo Frade Sobral Pimentel Pedro Jos Avelar Montalvo de Santos e Silva
The Group's subsidiaries and associate companies are listed in Appendix A of these Notes to the consolidated financial statements. b) Remuneration of the board and of the Statutory Auditor The remuneration of the members of the board during the years ended December 31, 2010 & 2009, amounts to 4,807,163 (of which 3,565,500 as fixed remuneration, 1,132,163 as of variable remuneration and 109,500 as of attendance fee for the non-executive directors) and 4,906,152 (of which 3,555,000 as fixed remuneration, 1,257,652 as of variable remuneration and 93,500 as of attendance fee for non-executive directors), respectively. This remuneration is determined by the remuneration committee, taking into account the individual performance and
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the evolution if this type of employment market. This remuneration is determined by the remuneration committee, taking into account the individual performance and the evolution if this type of employment market. In each of these years the remuneration of the statutory auditor amounted to 45,845 and 45,848 respectively. Some directors have defined-benefit pensions. Information on these plans is provided in Note 32 Retirement Plan Benefits.
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34. Exploration of mineral resources

As at December 31, 2010 & 2009, the main assets and liabilities assigned to exploitation of the Group's mineral resources are as follows:
2010 Fixed: Land under exploration Buildings assigned to operations Equipment assigned to operations Inventories: Mineral stock Balances receivable Balances payable 2009 restated 2009
51,294,089 1,743,584 10,040,015 6,084,541 22,372,729 41,574,995
28,347,907 491,091 8,359,574 5,698,236 12,261,634 19,696,111
28,347,907 491,091 8,359,574 5,698,236 12,261,634 19,696,111
The accounting of the land assigned to the exploration of mineral resources is undertaken in accordance with the criteria described in indent iv) of the Main valuation criteria set out in Note 1. Accounting Policies. During 2010 & 2009 the Group's operating income and costs related with the exploitation of mineral resources are as described hereunder:
2010 Operating income Operating costs EBITDA EBITDA margin 47,872,952 39,385,624 8,487,328 17.7% 2009 restated 27,466,703 25,225,574 2,241,129 8.2% 2009 27,466,703 25,225,574 2,241,129 8.2%
During 2010 & 2009 the cash flows generated by the exploitation of mineral resources are as follows:
2010 Cash receipts from customers Cash paid to suppliers Operating cash-flow Acquisition of fixed assets Sale of fixed assets Investment cash-flow 42,386,222 (30,208,234) 12,177,988 (2,685,444) 561,286 (2,124,158) 2009 restated 26,856,225 (16,756,942) 10,099,283 (2,290,649) 144,559 (2,146,090) 2009 26,856,225 (16,756,942) 10,099,283 (2,290,649) 144,559 (2,146,090)
35. Contribution of the companies consolidated using the proportional consolidation method
During the year ended December 31, 2010, so as to transmit an more faithful and appropriate image of the financial situation of the Mota-Engil Group, as well as of the results of its operations, the Group altered the method of consolidation of its financial interests in Joint Arrangements (from the proportional consolidation method to the equity method), no companies having been consolidated using the proportional method during the period ended December 31, 2010.
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36. Perimeter alterations

During the period ended December 31, 2010, there were no materially relevant alterations to the perimeter and for this reason no effects on the main headings of the statement of financial position and income statement are presented. During 2010, the alterations to the consolidation perimeter in terms of inclusions and exclusions were as follows: Acquisition of companies
Aquisition by Indaqua SA of 5% of Indaqua Feira - Indstria de guas de Santa Maria da Feira, S.A., holding 50.06% of the company share capital.
Aquisition of 99,9% of Przedsiebiorstwo Robt Drogowo - Mostowych w Lublinie Sp z o.o. Aquisition of 5,11% of TCL - Terminal de Contentores de Leixes, S.A. by own shares, holding 54,50% of the company share captial. Aquisition of 50% of Bergamon, A.S., holding 100% of the company share capital. Aquisition of Geo Vision Group, by the aquisition of 50% of the share capital of Geo Vision, Solues Ambientais e Energia, S.A. Aquisition of 0,01% of Tratofoz - Sociedade de Tratamento de Resduos, S.A., holding 99,62% of the share capital of the company. Aquisition of 20% of Wilanow Project Development SP. z.o.o., holding 80% of the company share capital. Aquisition of 70% of Fatra - Fbrica de Trefilaria de Angola, S.A.
Companies consolidated for the first time

Company Mother of the Group and Connected Activities
MESP Central Europe Sp. z o. o. ("MESP Central Europe") Pentele-Alisca Autplya - Uzemeleto Kft. ("Pentele-Alisca")
Business Area - Engineering & Construction
Fibreglass Sundlete (Mo), Lda. ("Fibreglass") Mota-Engil Brand Management B.V. ("Mota-Engil Brand Management") Mota-Engil, Brands Development Limited ("Mota-Engil Brands Development") Mota-Engil Central Europe Magyaroszg Kft. ("Mota-Engil Central Europe Magyaroszg") Mota-Engil Central Europe Romania S.R.L. ("Mota-Engil Central Europe Romnia") Novicer-Cermicas de Angola, Lda. ("Novicer")
Business Area - Environment & Services
HL - Sociedade Gestora do Edifcio, S.A. ("HL - Sociedade Gestora do Edifcio") Sol-S Internacional, Tecnologias de Informao, S.A. ("Sol-S Internacional") Transitex Mxico, S.A. de C.V. ("Transitex Mxico")
Incorporation of companies:
Company Mother of the Group and Connected Activities
Mota-Engil Energia, S.A. ("Mota-Engil Energia") Mota-Engil Indstria e Inovao, SGPS, S.A. ("Mota-Engil Indstria e Inovao")
Business Area - Engineering & Construction
Mota-Engil frica, SGPS, S.A. ("Mota-Engil frica") Mota-Engil Angola, S.A. ("Mota-Engil Angola") Mota-Engil Lublin Sp. z o. o. ("Mota-Engil Lublin")
Business Area - Environment & Services
Serurb Brasil Participaes Ltda. ("Serurb Brasil") Suma Brasil Participaes Ltda. ("Suma Brasil") Tergep, SGPS, S.A. ("Tergep") Transitex do Brasil Servios e Logstica, Ltda. ("Transitex Brasil")
Merger of companies:
Merger of the companies Norcargas - Cargas e Descargas, Lda., Operport - Sociedade Portuguesa de Operadores Porturios, Lda. e Tertir - Trfego e Estiva, SGPS, Lda. in Tertir SGPS. Corporate reorganization in Ascendi Group, passing the Group owing 60% share in Ascendi Group, SGPS, S.A. Merger of Transporlixos - Transportes de Lixos, S.A. in Triu.
Departure of companies:
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Disposal of 50% share capital of Relevante Funo - Gesto e Valorizao de Resduos, Lda. Removal of Moravsk Pozemni stavby, s.r.o. from the perimeter because started the process of dissolution Disposal of 60% of share capital of Kozielska Sp. z o.o. Removal of Conxalapa from the perimeter, because it's a Joint-Venture Removal of Hifer Construccin Conservacin y Servicios, S.A. from the perimeter because it's considered asset available for sale Extintion of Lisprojecto - Consultoria e Solues Informticas, S.A.
Alteration of the consolidation method:

Change in consolidation method of full consolidation method for equity method of the following companies in Ascendi Group: Ascendi - Concesses de Transportes, SGPS, S.A. ("Ascendi SGPS") Ascendi-Serv. Assessoria Gesto Operao, S.A. ("Ascendi SA")
Change in consolidation method of proportional consolidation method for equity method of the following companies in the Business area of Engineering & Construction:
Construcciones Crespo, SA ("Crespo")
M-Invest Slovakia Mierova , s.r.o. ("Mierova") M-Invest Slovakia Trnavska, s.r.o. ("Trnavska")
Change in consolidation method of proportional consolidation method for equity method of the following companies in the Business area of Envirorment & Services: Ambigere, S.A. ("Ambigere") Chinalog - Servios Logsticos e Consultadoria, Lda. ("Chinalog") Ibercargo Rail, S.A. ("Ibercargo") Sadoport - Terminal Martimo do Sado, S.A. ("Sadoport") SLPP - Servios Logsticos de Portos Portugueses, S.A. ("SLPP") Sociedade de Terminais de Moambique, Lda ("STM") TTRM, Transferncia e Triagem de Resduos da Madeira ACE ("TTRM") Vista Energy Environment & Services ("Vista SA")
Change in consolidation method of proportional integration method for equity method of the following companies in Ascendi Group:
Ascendi Grande Lisboa - Auto-Estradas da Grande Lisboa, S.A. ("Ascendi Grande Lisboa")
Ascendi Operadora GL - Operao e Manuteno Rodoviria, S.A. ("Ascendi Operadora GL")
Concesionaria Autopista Perote Xalapa, S.A. DE C.V. ("Concesionaria Perote Xalapa")
Change in consolidation method of equity method for full consolidation method of the following companies in the Business area of Engineering & Construction: Bergamon, A.S. ("Bergamon") Change in consolidation method of equity method for full consolidation method of the following companies in the Business area of Envirorment & Services: Vista Water, Lda. ("Vista Water")
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37. Financial statements for the past 5 years

The main headings of the Group's consolidated financial statements for the past 5 years are as follows:
2010 Sales and services rendered EBITDA EBIT Financial profit / (loss) Consolidated net profit / (loss) attributable to the group to Non-Controlling interests to the Group 2,004,550,902 237,293,889 131,746,011 (50,927,593) 32,406,014 36,950,674 2009 restated 1,978,732,739 196,268,213 112,493,490 (47,835,971) 9,946,801 72,612,478 2008 1,868,731,191 311,336,139 192,740,342 (129,759,258) 9,204,245 30,565,438 2007 1,401,899,756 248,495,314 148,186,387 (107,453,070) 10,206,823 97,538,375 2006 1,308,233,076 141,738,046 84,193,679 (36,156,993) 5,429,156 32,205,403
2010 Assets Non-current Non-current available for sale Current Liabilities Non-current Current Equity capital Attributable to the Group Attributable to Non-Controlling interests
2009 restated
2008
2007 reexpresso 2,114,522,603 1,249,847,829 3,364,370,432 1,906,922,121 1,095,720,799 3,002,642,920 315,347,369 46,380,143 361,727,512 3,364,370,432
2006
1,544,113,841 67,807,496 1,844,244,847 3,456,166,184 1,049,494,243 1,925,942,042 2,975,436,285 411,707,342 69,022,557 480,729,899 3,456,166,184
1,416,446,234 29,043,672 1,458,407,514 2,903,897,420 878,822,935 1,632,263,747 2,511,086,682 342,609,114 50,201,624 392,810,738 2,903,897,420
2,253,100,986 29,043,672 1,427,506,596 3,709,651,254 1,934,379,034 1,433,955,137 3,368,334,171 289,021,913 52,295,170 341,317,083 3,709,651,254
758,741,749 976,249,835 1,734,991,584 609,415,337 821,781,450 1,431,196,787 282,946,007 20,848,790 303,794,797 1,734,991,584
38. Notes to the Consolidated Cash-flow Statement

During the years ended December 31, 2010 & 2009, the breakdown of amounts paid in respect of the acquisition of financial investments is as follows:
2010 guas de S. Joo Granting of supplementary capital Capsfil Ascendi Group Geo Vision Group Idinsa Lusoponte MK Contractors, LLC Mota-Engil Central Europe Slovakia Tertir Transporlixos Other 21,509,000 10,418,931 1,515,241 33,443,172 2009 restated 2,940,100 8,267,000 294,920 383,958 1,902,817 800,000 1,658,082 16,246,877 2009 2,940,100 8,093,501 8,267,000 32,311,909 85,793,160 294,920 383,958 1,902,817 800,000 1,658,082 142,445,447
During the years ended December 31, 2010 & 2009, the breakdown of amounts received associated with the sale of financial investments is as follows:
2010 Return of supplementary capital Glintt Hidrocontrato Land & buildings Jasz-Vasut Other 370,000 1,159,000 492,692 2,021,692 2009 restated 5,474,841 3,310,370 1,402,652 1,123,133 8,700 11,319,695 2009 5,474,841 3,310,370 1,402,652 1,123,133 8,700 11,319,695
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39. Non-current assets held for sale

On December 31, 2010, the Group decided to classify under this heading a non-operational plot of land (belonging to the Environment & Services segment) the value of which will be recouped through its sale and not through ongoing use thereof. Though it has not proved possible, in 2010, to undertake the disposal, the parties (buyer and seller) still intend to carry out the transaction, which is merely awaiting some legal and administrative procedures. Additionally, given that the fair value of the land less the expected costs to be incurred with the sale is greater than its acquisition cost, the property is carried at cost.
40. Subsequent events

The main subsequent events occurring in 2010 up to the date of approval of the consolidated financial statements are summarised in Chapter 10 effect on the attached financial statements.
41. Approval of the financial statements

These financial statements were approved by the board of directors of the Group on March 14, 2011. However, they are still pending approval by the Annual General Meeting, although the Group's board of directors is of the conviction that they will be approved without alteration.
122
123
Appendix A
Appendix A. Consolidated companies

Investments in subsidiaries included in consolidated financial statements Investments in subsidiaries included in consolidated financial statements using the full consolidation method, their registered offices, the percentage of share capital held, their business, their constitution date, are as follows:
Company Registed office % owned Activity Establishment date Acquisition date
Company Mother of the Group and Connected Activities Mota-Engil, SGPS, S.A., Sociedade Aberta ("Mota-Engil SGPS") Portugal (Amarante) Portugal (Amarante) Through Mota-Engil SGPS MESP Central Europe Sp. z o. o. ("MESP Central Europe") Through Mota-Engil Servios Partilhados MESP - Mota Engil , Servios Partilhados, Administrativos e de Gesto, Through Mota-Engil SGPS Through Mota-Engil SGPS Mota-Engil Energia, S.A. ("Mota-Engil Energia") Through Mota-Engil SGPS Mota-Engil Indstria e Inovao, SGPS, S.A. ("Mota-Engil Indstria e Inovao") Through Mota-Engil SGPS Through Mota-Engil SGPS Through RTA Through Mota-Engil Engenharia Business Area - Engineering & Construction Through Mota-Engil SGPS Through Mota-Engil Real Estate Portugal Bergamon, A.S. ("Bergamon") Through Mota-Engil Central Europe, SGPS Through Mota-Engil Central Europe, SGPS Bohdaleck Project Development s.r.o. ("Bohdaleck") Through Mota-Engil Central Europe, SGPS Through Mota-Engil Real Estate Portugal Carlos Augusto Pinto dos Santos & Filhos S.A. ("Capsfil") Through Mota-Engil Engenharia Companhia Portuguesa de Trabalhos Porturios e Construes, S.A. Through Mota-Engil Engenharia Corgimobil - Empresa Imobiliria das Corgas, Lda. ("Corgimobil") Through Mota-Engil Engenharia Through Mota-Engil Real Estate Portugal Through Mota-Engil Central Europe, SGPS Dmowskiego Project Development ("Dmowskiego") Portugal (Amarante) Portugal (Porto) Slovakia (Bratislava) Hungary (Budapest) Czech Rep. (Prague) Portugal (Porto) Portugal (Vila Flor) Portugal (Lisbon) Portugal (Cascais) Czech Rep. (Prague) Poland (Krakw) Portugal (Porto) Portugal (Porto) 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 97.25 71.79 25.46 100.00 100.00 100.00 100.00 100.00 100.00 100.00 70.00 30.00 75.00 50.00 25.00 70.00 70.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 99.00 1.00 100.00 100.00 100.00 100.00 99.99 99.99 Civil construction and purchase and sale of properties Real-Estate Real-Estate Real-Estate Real-Estate Real-Estate Quarrying Port construction & works Construction, studies and real-estates Dec-93 May-04 Jan-08 Mar-77 Dec-00 Sep-07 Sep-00 Oct-09 Jul-02 Nov-00 Brazil (So Paulo) Portugal (Linda-a-Velha) Portugal (Linda-a-Velha) Portugal (Amarante) Portugal (Amarante) Poland (Krakw) Portugal (Amarante) 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 97.17 96.89 0.28 Holding Company Real-Estate Aug-90 Oct-01
Administrative services Administrative services
Dec-09 Dec-02
Holding Company Production of electricity from hydro power Holding Company
Feb-09 Jun-10 Nov-10
Real-Estate and tourism Golf and related activities
Dec-00
May-00 -
Real-Estate Real-Estate Real-Estate Real-Estate
Dec-06 Aug-07 Jun-94 Mar-02
Through Mota-Engil Real Estate Portugal
Through Mota-Engil Real Estate Portugal Mozambique (Maputo) Angola (Luanda) Portugal (Linda-a-Velha) Mozambique (Maputo) Hungria (Budapeste) Czech Rep. (Prague) Poland (Krakw) Poland (Krakw) Hungary (Budapest)
Real-Estate
Jul-94
Through Mota-Engil Engenharia Through Indimo Fatra - Fbrica de Trefilaria de Angola, S.A. ("Fatra") Through Mota Internacional
Production of steel products Railway construction and maintenance Fiberglass production Promoo Imobiliria Real-Estate
Apr-88 Aug-62 Jun-08 Jun-08
Nov-10 Sep-94 Mar-99 Oct-09
Fibreglass Sundlete (Mo), Lda. ("Fibreglass") Through Mota-Engil Engenharia Hungria Hotel Kft. Achat ("Hotel Achat Hungria") Through Mota-Engil Central Europe, SGPS Jeremiasova Project Development, s.r.o. ("Jeremiasova") Through Mota-Engil Central Europe, SGPS Through Mota-Engil Central Europe Czech Republic Kili Through Mota-Engil Central Europe, SGPS Kordylewskiego Project Development Sp. z o.o. ("Kord") Through Mota-Engil Central Europe, SGPS Through Mota-Engil Magyarorszg
Real-Estate Real-Estate Civil constructions
Aug-07 Feb-05 Dec-00
123
Company
Registed office
% owned
Activity
Establishment date
Acquisition date
Through Mota-Engil Real Estate Portugal M-Invest Bohdalec, A.S., v likvidaci ("M-Invest Bohdalec") Through Mota-Engil Central Europe, SGPS M-Invest Devonska, s.r.o. ("M-Invest Devonska") Through Mota-Engil Central Europe, SGPS M-Invest Slovakia, s.r.o. ("M-Invest Slovakia") Through Mota-Engil Central Europe, SGPS Through Mota-Engil Central Europe, SGPS Through Mota-Engil Engenharia
Portugal (Porto) Czech Rep. (Prague) Czech Rep. (Prague) Slovakia (Bratislava) Rep. Checa (Praga) USA (Miami) Portugal (Funchal) Portugal (Porto) Portugal (Porto) Angola (Luanda) Portugal (Porto Alto) Holand (Amsterdam) Irland (Dublin) Portugal (Porto) Poland (Krakw)
100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 95.00 5.00 100.00 100.00 51.00 51.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 49.60 40.21 10.19 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 60.00 60.00 100.00 100.00 100.00 100.00 100.00 99.90 0.10 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 95.00 5.00 100.00 100.00 100.00 100.00 100.00 100.00 90.00 70.00 20.00 99.90 99.90
Real-Estate Real-Estate Real-Estate Real-Estate Real-Estate Real-Estate Trading and management of internacional investments Civil constructions
Sep-03 Nov-06 Jun-06 Mar-98 Mar-02 Sep-97
Jul-01 Dec-00 Dec-98
Motadmus - Sociedade Imobiliria, Lda. ("Motadmus") Through Aurimove Through Mota-Engil Real Estate Portugal Mota-Engil frica, SGPS, S.A. ("Mota-Engil frica") Through Mota-Engil Engenharia Mota-Engil Angola, S.A. ("Mota-Engil Angola") Through Mota Internacional
Jan-97
Jan-01
Holding company Civil constructions Manufacture and marketing of concrete, cement and bituminous Brand management and other intelectual property Brand management and other intelectual property Holding company Civil constructions
May-10 May-10 Jul-96
Mota-Engil Brand Management B.V. ("Mota-Engil Brand Management") Through Mota-Engil Central Europe, SGPS Mota-Engil, Brands Development Limited ("Mota-Engil Brands Through Mota-Engil Central Europe, SGPS Mota-Engil Central Europe, SGPS, S.A. ("Mota-Engil Central Europe Through Mota-Engil Engenharia Mota-Engil Central Europe, S.A. ("Mota-Engil Central Europe Polnia") Through Mota-Engil Central Europe, SGPS Through Tabella Through Mota-Engil Real Estate Management Mota-Engil Central Europe Ceska Republika ("Mota-Engil Central Europe Repblica Checa") Through Mota-Engil Central Europe Poland Mota-Engil Central Europe Magyaroszg Kft. ("Mota-Engil Central Europe Magyaroszg") Through Mota-Engil Central Europe Poland Mota-Engil Central Europe Romania S.R.L. ("Mota-Engil Central Europe Romnia") Through Mota-Engil Central Europe Poland Mota-Engil Central Europe Slovensk Republika ("Mota-Engil Central Europe Eslovquia") Through Mota-Engil Central Europe Poland Mota-Engil Lublin Sp. z o. o. ("Mota-Engil Lublin") Through Mota-Engil Central Europe Poland Through Mota-Engil Engenharia Through Mota-Engil Central Europe, SGPS Through Mota-Engil Engenharia Mota-Engil Krusziwa S.A. ("Mota-Engil Krusziwa") Through Mota-Engil Central Europe Poland Through Mota-Engil Engenharia Through Mota Internacional Through Mota-Engil Engenharia Mota-Engil Project 1 Kft. ("GOD") Through Mota-Engil Real Estate Hungary Mota-Engil Property Investments Sp. z o.o. ("Mota-Engil Property") Through Mota-Engil Central Europe, SGPS Mota-Engil Real Estate Hungary Kft ("Mota-Engil Real Estate Hungary") Through Mota-Engil Central Europe, SGPS Mota-Engil Real Estate Management ("Mota-Engil Real Estate
Dec-09 Dec-09 Dec-02 Feb-53
Mar-99
Czech Rep. (Prague) Hungary (Budapest) Romenia (Bucarest) Slovakia (Bratislava) Poland (Krakw) Hungary (Budapest) Romenia (Bucarest) Irland (Ballinasloe) Poland (Krakw) Portugal (Amarante) Peru (Lima) Hungary (Budapest) Poland (Krakw) Hungary (Budapest) Poland (Krakw) Portugal (Porto) S. Tom and Prncipe (S. Tom) Portugal (Lisbon) Poland (Krakw) Portugal (Porto) Angola (Luanda) Poland (Lublin)
Civil constructions
Jan-97
Civil constructions
Feb-08
Road construction
Jul-09
Civil constructions
Aug-04
Road construction Civil constructions Real-Estate Civil constructions Real-Estate Civil constructions Construction industry and complementary activities Civil construction Real-Estate Real-Estate Real-Estate Real-Estate Civil construction
Jan-10 Jan-96 Oct-07 Apr-08 Jan-86 Sep-86
Sep-07 Jun-98
Oct-05 Jul-05 Jun-05 Sep-01 Dec-04
Sep-07 -
Through Mota-Engil Engenharia Mota-Engil S.Tom e Principe ("Mota-Engil S.Tom") Through Mota Internacional Through Mota-Engil Engenharia
Real-Estate Civil construction Real-Estate Pre-stressed concrete manufacture
Apr-06 Dec-00 Dec-93
Oct-01 -
Through Mota-Engil Central Europe, SGPS Through Mota-Engil Real Estate Portugal Through Mota Internacional Through Mota-Engil Beto e Pr-Fabricados Przedsiebiorstwo Robt Drogowo - Mostowych w Lublinie Sp z o.o. ("PRD-M Lublin") Through Mota-Engil Lublin
Road construction
Apr-99
Jun-10
124
Appendix A
Company
Registed office
% owned
Activity
Establishment date
Acquisition date
Through Mota-Engil Central Europe, SGPS Rentaco - Equipamentos de Construo, Transportes, Combustveis e Servios, Sociedade Unipessoal, Lda. ("Rentaco") Through Rentaco Through Through Mota-Engil Engenharia Angola ("Rentaco Angola") Mota Internacional Emasa
Czech Rep. (Prague) Portugal (Porto Alto) Angola (Luanda) Portugal (Matosinhos) Czech Rep. (Prague) Holand (Amesterdam) Portugal (Entroncamento)
100.00 100.00 100.00 100.00 99.99 97.50 2.49 100.00 100.00 100.00 100.00 100.00 100.00 100.00 85.00 15.00 100.00 100.00 100.00 100.00 80.00 80.00 50.00 50.00 80.00 80.00 100.00 100.00 100.00 100.00 100.00 100.00
Real-Estate Hiring out construction equipment
Jun-98 Sep-89
Dec-00 Jul-96
Hiring out construction equipment
Jan-08
Real-Estate Real-Estate Holding Company Treatment of timber for railway use
Oct-82 Feb-04 Nov-98 Jan-94
Mai-95 / Mai-97 Sep-94
Through Mota-Engil Engenharia Through Mota-Engil Central Europe, SGPS Through Mota-Engil Central Europe, SGPS
Through Ferrovias Through Mota-Engil Engenharia Tetenyi Project Development Kft ("Tetenyi") Through Mota-Engil Central Europe, SGPS Through Mota-Engil Engenharia Tracevia Angola - Sinalizao, Segurana e Gesto de Trfego, Lda. ("Tracevia Angola") Through Mota Internacional Through Ferrovias Wilanow Project Development SP. z.o.o. ("Wilanow") Through Mota-Engil Central Europe, SGPS Through Mota-Engil Central Europe, SGPS Zld-Project 2 Kft. ("GOD 2") Through Mota-Engil Central Europe, SGPS Through Mota-Engil Central Europe, SGPS Business Area - Environment & Services
Hungary (Budapest) Portugal (Sintra) Angola (Luanda) Arglia (Argel) Poland (Krakw) Poland (Krakw) Hungary (Budapest) Hungary (Budapest)
Real-Estate Highway marking and traffic management Highway marking
Jan-05 Jun-80 -
Oct-84 Sep-07
Railway construction and maintenance Real-Estate Real-Estate Civil construction Real-Estate
Dec-07 Jun-07 Jan-05 Jun-08 Jun-07
Portugal Through Mota-Engil SGPS reagolfe - Gesto, Construo e Manuteno de Campos de Golf, S.A. ("reagolfe") Through Vibeiras Aqualevel - Gesto de Sistemas de informao, Soc. Unipessoal, Lda. Through Indaqua Beiratir - Terminais da Covilh, Lda. ("Beiratir") Through Tertir Citrave - Centro Integrado de Resduos de Aveiro, S.A. ("Citrave") Through Suma Through Novaflex Through Suma Esposende Through Enviroil E.A.Moreira - Agentes de Navegao, S.A. ("E.A. Moreira") Through Tertir Ekosrodowisko Splka z.o.o. ("Ekosrodowisko") Through MES Through Mota-Engil Ambiente e Servios Through Suma Through MEIS GT - Investimentos Internacionais SGPS, SA ("GT SGPS") Through Tertir SGPS Through Mota-Engil Ambiente e Servios Through MEAS II Through Indaqua Indaqua Feira - Indstria de guas de Santa Maria da Feira, S.A. Through Indaqua Through Mota-Engil Engenharia (Porto) Portugal (Torres Novas) Portugal (Covilh) Portugal (Covilh) Portugal
100.00 100.00 52.21 52.21 50.06 50.06 98.88 98.88 46.13 44.90 0.62 0.62 45.45 45.45 98.88 98.88 61.50 61.50 100.00 100.00 45.45 45.45 70.00 70.00 98.88 98.88 50.06 50.05 0.01 50.06 50.06 50.06 49.06 1.00 49.81 48.81 1.00 50.06 50.06 49.92 49.06 0.86
Holding company
Jun-97
Golf courses
Jul-07
Operation and management of water systems and sanitation Terminal exploitation Collection of non-hazardous waste
May-09
Dec-87 Dec-87
Oct-06 Oct-06
(Lisbon) Portugal (Sert) Portugal (Matosinhos) Poland (Bytom) Portugal (Cascais) Portugal (Torres Novas) Irland (Ballinasloe) Portugal (Porto) Portugal (Matosinhos) Portugal (Fafe) Portugal
Marketing and collection of used oil Navigation agents Refuse treatment Car parking exploration Refuse treatment of non-metallic itens Refuse treatment, management and exploration of water and sanitation systems Holding company Management and exploration of water and sanitation systems Management and exploration of water and sanitation systems Management and exploration of water and sanitation systems
Sep-88 Oct-45 Feb-05 Dec-00 Nov-97 Jan-08 Oct-06 Jun-94
Feb-00 Oct-06 Dec-05 -
Dec-95 Mar-99
(Sta. Maria da Feira) Portugal
Management and exploration of water and sanitation systems
Jun-07
Through Indaqua Through Mota-Engil Engenharia
(Matosinhos) Portugal (Santo Tirso) Portugal
Management and exploration of water and sanitation systems Water distribuition
Dec-98
Through Indaqua Indaqua Vila do Conde - Gesto de guas de Vila do Conde, S.A. Through Indaqua Through Mota-Engil Engenharia
Dec-07
(Vila do Conde)
125
Company
Registed office
% owned
Activity
Establishment date
Acquisition date
InvestAmbiente - Recolha de Resduos e Gesto de Sistemas de Saneamento Bsico, S.A. ("Investambiente") Through Novaflex Liscont - Operadores de Contentores, S.A. ("Liscont") Through Tertir SGPS Through Multiterminal Lokemark - Solues de Marketing ("Lokemark") Through Mota-Engil Ambiente e Servios Manvia - Manuteno e Explorao de Instalaes e Construo, S.A. ("Manvia") Mota-Engil II, Gesto, Ambiente, Energia e Concesses de Servios, S.A. ("MEAS II") Through Mota-Engil Ambiente e Servios Through Mota-Engil Ambiente e Servios Mota-Engil Srodowisko, Sp. z.o.o. ("MES") Through Suma Multiterminal - Soc. De Estiva e Trfego, S.A. ("Multiterminal") Through Tertir Nova Beira - Gesto de Resduos, S.A. ("Nova Beira") Through Novaflex Through Investambiente Novaflex - Tcnicas do Ambiente, S.A. ("Novaflex") Through Suma Proempar - Promoo e Gesto de Parques Empresariais e Tecnolgicos, S.A. ("Proempar") Through Mota-Engil Ambiente e Servios Through Mota-Engil Engenharia PTT - Parque Tecnolgico do Tmega ("PTT") Through Proempar Through Mota-Engil Ambiente e Servios Through Mota-Engil Engenharia Real Verde - Tcnicas de Ambiente, S.A. ("Real Verde") Through Novaflex Resiges - Gesto de Resduos Hospitalares, Lda. ("Resiges") Through Novaflex Through Suma Through Suma Sadomar - Ag. de Naveg. e Trnsitos, S.A. ("Sadomar") Through Tertir Sealine - Navegao e Afretamentos ("Sealine") Through Socarpor SGPS Through Socarpor Aveiro Serurb Brasil Participaes Ltda. ("Serurb Brasil") Through Sol-S Internacional SIGA - Servio Integrado Gesto Ambiental ("Siga") Through Suma Socarpor - Soc. Cargas Port. (Aveiro), S.A. ("Socarpor Aveiro") Through Socarpor SGPS Through Tertir SGPS Socarpor - Soc. Gestora de Participaes Sociais (Douro e Leixes), S.A. ("Socarpor SGPS") Through Tertir SGPS Sol-S Internacional, Tecnologias de Informao, S.A. ("Sol-S Through Suma Through Mota Internacional Sotagus - Terminal de Contentores de Santa Apolnia, S.A. ("Sotagus") Through Tertir SGPS Through Correia & Correia Suma Brasil Participaes Ltda. ("Suma Brasil") Through Suma Through Suma
Portugal (Lisbon) Portugal (Lisbon) Portugal (Setbal) Portugal (Lisbon) Portugal (Porto) Irland (Ballisnasloe) Poland (Krakw) Portugal (Lisbon) Portugal (Lisbon) Portugal (Lisboa) Portugal
31.98 31.98 82.01 51.11 30.90 70.00 70.00 90.00 90.00 100.00 100.00 70.00 70.00 61.50 61.50 98.88 98.88 30.85 20.30 10.55 61.50 61.50 52.00 26.00 26.00 51.20 31.20 10.00 10.00 58.43 58.43 30.75 30.75 30.75 30.75 59.12 59.12 98.88 98.88 60.14 50.54 9.60 61.50 61.50 43.05 43.05 63.98 52.37 11.61 59.46 59.46 61.50 61.50 100.00 100.00 98.88 98.88 45.45 45.45 61.50 61.50 61.50 61.50 61.50 61.50 61.50 61.50 61.50 61.50 61.50 61.50 99.21 69.21 30.00 54.50 30.85 23.65 100.00 100.00 49.55 39.55 10.00
Collection of non-dangerous waste
Feb-00
Dec-07
Container operators
Nov-83
Oct-06
Other Activities in Support and Services Installation maintenance and operations
Jun-03 Jul-94
Sep-07 Jun-98
Project management
Dec-03
Refuse treatment, management and exploration of water Collection of Municipal Solid Waste Terminal exploitation Industrial refuse treatment and disposal
Jan-08 Dec-05 May-79 -
Oct-06 Dec-07
Collection of other non-dangerous waste Management of technological parks
Oct-06
Dec-07 -
(Porto) Portugal
Management of technological parks
Dec-06
(Felgueiras) Portugal (Vila Real) Portugal (Setbal) Portugal (Leiria) Portugal (Silvares) Portugal (Lisbon) Portugal (Aveiro) Brazil (So Paulo) Portugal (S. Roque) Portugal (Aveiro) Portugal (Matosinhos) Portugal (Funchal) Angola (Luanda) Portugal (Lisbon) Portugal (Sert) Brazil (So Paulo) Portugal (Mura) Portugal (Esposende) Portugal (Matosinhos) Portugal (Porto) Portugal (Lisbon) Portugal (Linda-a-Velha) Portugal (Matosinhos) Portugal (Linda-a-Velha) Peru (Paita)
Industrial refuse treatment and disposal Collection of dangerous waste Industrial refuse treatment and disposal Industrial refuse treatment and disposal Navigation agents Navigation agents
Dec-07 May-98 Aug-01 -
Dec-07 Jun-03 Oct-06 Oct-06
Holding company Industrial refuse treatment and disposal Port services
Jun-10 Oct-08 -
Oct-06
Holding company
Oct-06
IT services Sea Transportation Containers terminal Collection of dangerous waste Holding company Collection of Municipal Solid Waste Collection of Municipal Solid Waste
Jun-00 Nov-94 Jul-08 Feb-10 Jul-00 Dec-99
Oct-06 -
Through Suma Suma (Matosinhos) - Servios Urbanos e Meio Ambiente, S.A. ("Suma Matosinhos") Through Suma Through Suma Through Mota-Engil Ambiente e Servios Through Tertir SGPS Through Ferrovias TCL - Terminal de Contentores de Leixes, S.A. ("TCL") Through Tertir SGPS Through Socarpor SGPS Tergep, SGPS, S.A. ("Tergep") Through Mota-Engil Ambiente e Servios Terminais Porturios Euroandinos ("TPE Paita") Through Tertir Through Mota-Engil Peru
Collection of Municipal Solid Waste
Dec-00
Collection of Municipal Solid Waste Collection of Municipal Solid Waste Rail transport of goods
Nov-08 Jun-94 Sep-06
Port services
Jan-96
Holding company Port services
Aug-10 -
126
Appendix A
Company
Registed office
% owned
Activity
Establishment date
Acquisition date
Ternor - Sociedade de Explorao de Terminais, S.A. ("Ternor") Through Mota-Engil Ambiente e Servios Through Tertir Tertir - Concesses Porturias, SGPS, S.A. ("Tertir SGPS") Through Tertir Through Sadomar Through Multiterminal Through E.A. Moreira Tertir - Terminais de Portugal, S.A. ("Tertir") Through Mota-Engil Ambiente e Servios Through Ternor Through Liscont Transitex do Brasil Servios e Logstica, Ltda. ("Transitex Brasil") Through Transitex Spain Through Transitex Portugal Transitex Mxico, S.A. de C.V. ("Transitex Mxico") Through Transitex Spain Transitex Moambique, Lda ("Transitex Moambique") Through Transitex Portugal Through GT SGPS Transitex - Trnsitos de Extremadura, S.A. ("Transitex Portugal") Through Transitex Spain Transitex - Trnsitos de Extremadura, S.L. ("Transitex Espanha") Through Tertir SGPS Transitos de Extremadura S.L. Transitex Lietuvos filialas ("Transitex Litunia") Through Transitex Spain Tratofoz - Sociedade de Tratamento de Resduos, S.A. ("Tratofoz") Through Mota-Engil Ambiente e Servios Through Suma Triu - Tcnicas de Resduos Industriais e Urbanos, S.A. ("Triu") Through Suma Through Mota-Engil Ambiente e Servios Through Vibeiras Through Mota-Engil Ambiente e Servios Vista Waste Management, Lda ("Vista Waste") Through Suma Through Vista SA Vista Water, Lda. ("Vista Water") Through Indaqua Through Vista SA
Portugal (Matosinhos) Portugal (Lisboa)
(Lisbon) Portugal
98.00 94.16 3.84 98.88 49.37 26.67 17.34 5.50 98.88 64.67 32.07 2.14 84.04 83.20 0.84 84.04 84.04 84.04 79.84 4.20 84.04 84.04 84.04 84.04 84.04 84.04 99.62 99.00 0.62 61.50 61.50 43.34 10.00 33.34 66.67 66.67 50.64 30.14 20.50 43.78 22.53 21.25
Terminal exploitation
Feb-74
Oct-06
Holding company
Oct-07
Terminal exploitation
Oct-06
(Lisbon) Brazil (So Paulo) Mexico (Mexico DF) Mozambique (Maputo) Portugal (Lisbon) Spain (Badajoz) Spain (Badajoz) Portugal (Maiorca) Portugal (Prior Velho) Angola (Luanda) Portugal (Torres Novas) Angola (Luanda) Angola (Luanda)
Freight operator
May-10
Freight operator Container operators
Feb-09 Nov-08
Freight operator Container operators Container operators
May-08 Nov-02 Apr-08
Collection of Municipal Solid Waste
Oct-02
Collection of non-hazardous waste Activities Planting and Garden Maintenance Activities Planting and Garden Maintenance Collection of Solid Waste
Apr-91 Sep-08
Sep-08 -
Jul-88 Dec-09
Oct-98 -
Management and exploration of water and sanitation systems
May-09
Investments in associates using equity method Group and associate companies included in the consolidation using the equity method, their registered offices and proportion of share capital held as at December 21, 2010, are as follows:
Company Registered office % owned
Company Mother of the Group and Connected Activities Pentele-Alisca Autplya - Uzemeleto Kft. ("Pentele-Alisca") Hungary 45.00
Business Area - Engineering & Construction Portugal Angola Hungary Hungary Hungary Hungary Hungary Portugal Portugal Angola Spain Hungary Spain Angola Romenia Slovakia Slovakia Hungary Angola Hungary Hungary 30.00 25.50 29.70 29.70 29.70 29.70 29.70 24.79 50.00 50.00 50.00 29.70 50.00 50.00 24.00 50.00 50.00 29.70 40.00 30.00 29.70
Bay 6.3 Kft. ("Bay 6.3") Bay Office Kft. ("Bay Office") Bay Park Kft. ("Bay Park") Bay Tower Kft. ("Bay Tower") Bay Wellness Kft. ("Bay Wellness") Berd - Projecto Investigao e Engenharia de Pontes, SA ("Berd")
Construcciones Crespo, SA ("Crespo") Engber Kft. ("Engber")
Mamaia Investments, SRL ("Mamaia") M-Invest Slovakia Mierova , s.r.o. ("Mierova") M-Invest Slovakia Trnavska, s.r.o. ("Trnavska") Ndor bl Kft. ("Ndor Obol") Novicer-Cermicas de Angola, Lda. ("Novicer") bl Invest Kft. ("Obol Invest") bl XI Kft. ("Obol XI")
127
Company
Registered office
% owned
Sampaio Kft. ("Sampaio") So tysowska Project Development Sp. z o.o. ("Soltysowska")
Portugal Hungary Poland Portugal
40.00 29.70 34.00 51.00
Business Area - Environment & Services Ambigere, S.A. ("Ambigere") CGR Catanduva - Centro de Gerenciamento de Resduos, Ltda. ("CGR Catanduva") CGR Guatapar - Centro de Gerenciamento de Resduos, Ltda. ("CGR Guatapar") CGR Jardinpolis - Centro de Gerenciamento de Resduos, Ltda. ("CGR Jardinpolis") CGR Participaes S.A. ("CGR Participaes") Chinalog - Servios Logsticos e Consultadoria, Lda. ("Chinalog") Ecolezria - Empresa Intermunicipal para o Tratamento de Resduos Slidos, E. I. M. ("Ecolezria") Geo Vision, Solues Ambientais e Energia, S.A. ("Geo Vision") Haor, Conc. Edifcio do hospital da ilha terceira, SA ("Haor") HL - Sociedade Gestora do Edifcio, S.A. ("HL - Sociedade Gestora do Edifcio") Ibercargo Rail, S.A. ("Ibercargo") Leo Ambiental, S.A. ("Leo Ambiental") Logz - Atlantic Hub, S.A. ("Logz") Luma - Limpeza Urbana e Meio Ambiente, Ltda. ("Luma") NGA Jardinpolis - Ncleo de Gerenciamento Ambiental, Ltda. ("NGA Jardinpolis") NGA - Ncleo de Gerenciamento Ambiental, Ltda. ("NGA") NGA Ribeiro Preto - Ncleo de Gerenciamento Ambiental, Ltda. ("NGA Ribeiro Preto") Sadoport - Terminal Martimo do Sado, S.A. ("Sadoport") SLPP - Servios Logsticos de Portos Portugueses, S.A. ("SLPP") Sociedade de Terminais de Moambique, Lda ("STM") Tersado - Terminais Porturios do Sado, S.A. ("Tersado") TTRM, Transferncia e Triagem de Resduos da Madeira ACE ("TTRM") Vista Energy Environment & Services ("Vista SA") Portugal Portugal Brazil Brazil Brazil Brazil Portugal Portugal Portugal Brazil Portugal Portugal Spain Brazil Portugal Brazil Brazil Brazil Brazil Portugal Portugal Portugal Mozambique Portugal Portugal Angola Portugal 30.75 30.14 15.38 15.38 15.38 30.44 49.44 18.45 15.07 30.75 40.00 50.00 49.61 30.44 34.61 30.44 30.45 30.44 30.45 50.00 49.44 49.44 49.44 24.72 15.38 50.00 24.98
Ascendi Group
Portugal
60.00
Martifer Group
Portugal
37.50
128
6398
130
REPORT ON CORPORATE GOVERNANCE PRACTICES
0. Statement of Compliance
0.1 This report complies with the draft set out in the annex of CMVM Regulation 1/2010, and has as its reference the 2010 Code of Corporate Governance published by the CMVM at its site www.cmvm.pt. 0.2 Detailed indication of the recommendations included in the CMVM Code of Corporate Governance adopted and not adopted by Mota-Engil, SGPS, SA:
Recommendation/ Chapter I. GENERAL MEETING I.1 BOARD OF THE GENERAL MEETING I.1.1 The chairman of the board of the general meeting shall be provided with the human and logistic support resources appropriate to its needs, taking the company's economic situation into account. I.1.2 The remuneration of the chairman of the board of the general meeting shall be disclosed in the company's annual corporate governance report. I.2 PARTICIPATION IN THE MEETING I.2.1 The period imposed for reception, by the board, of the declarations of deposit or blockage of shares to take part in general meetings must be no greater than five days. I.2.2 In the event of suspension of the general meeting the company shall not impose blockage during the whole period till the meeting is resumed, the ordinary period required ahead of the first session being sufficient. I.3 VOTE AND EXERCISE OF VOTING RIGHTS I.3.1 Companies shall not impose any statutory restriction on postal balloting and, where adopted and admissible, on electronic mail balloting. I.3.2 The statutory period in advance of the meeting for the reception of postal ballots shall be no more than 3 working days. I.3.3 Companies shall ensure proportionality between voting rights and equityholder participation, preferably through a statutory requirement of one vote corresponding to each share. Companies does not comply with proportionality that, in particular: have shares that do not grant voting rights; ii) establish that voting rights above a certain number are not counted when cast by a singly equityholder or by one related with that equity.holder. I.4 QUORUM FOR RESOLUTIONS I.4.1 Companies shall not fix a quorum for resolutions greater than provided for by law. I.5 MINUTES OF MEETINGS AND INFORMATION ON RESOLUTIONS ADOPTED I.5.1 Excerpts of minutes of the general meeting or documents of equivalent content shall be provided to equityholders via the company's Internet site within five days, even if they do not constitute privileged information. The information divulged shall cover the resolutions adopted, the equity capital represented and the results of the vote. This information shall be kept on the company's Internet site during at least three years. I.6 MEASURES RELATING TO COMPANY CONTROL I.6.1 Measures adopted with a view to preventing the success of take-over bids shall have regard for the interests of the company and of its equityholders. The articles of association of companies that, having due regard for this principle, stipulate a limitation of the number of votes that may be held or exercised by a single equityholder, severally or in concert with other equityholders, shall also stipulate that, at least every five years, the continuation or otherwise of such a statutory provision shall be submitted to resolution by the general meeting with no requirement for a quorum greater than that stipulated by law and that in such a resolution all votes cast shall be counted without subjection to such limitation. I.6.2 Defensive measures shall not be adopted the effect of which is to provoke automatically a serious erosion of the company's assets in the event of transition of control or alterations to the composition of the management body, therefore hindering the free transmissibility of shares and the free appraisal by equityholders of the performance of the members of the management body. Not complied 0.4 and I.8 Complied Complied I.9 and I.12 I.10 Not applicable I.4 Complied Complied I.1 I.3 Compliance Report
Not applicable
I.5
Complied
I.6
Complied
I.13 and I.14
Not applicable
I.19
Complied
I.20
II. MANAGEMENT AND SUPERVISORY BODIES
131
Recommendation/ Chapter II.1.1 GENERAL MATTERS STRUCTURE AND COMPETENCE
Compliance
Report
II.1.1.1 In its governance report the management body shall assess the model adopted, identifying any constraints to its working and proposing measures that, in its judgment, will be appropriate in overcoming them. II.1.1.2 Companies shall create internal control and risk management systems to safeguard their value and in benefit of the transparency of their corporate governance, which will allow the risk to be determined and managed. These systems shall include at least the following components: i) fixing the company's strategic objectives in the matter of risk-assumption; ii) determination of the main risks linked to the specific business carried on and of events capable of originating risks; iii) analysis and measurement of the impact and probability of occurrence of each potential risk; management of the risk with a view to alignment of the risks actually incurred with the company's strategic option as to risk-assumption; v) mechanisms to control the execution of the risk-management measures adopted and their efficacy; vi) adoption of in-house information and communication mechanisms on the diverse components of the system and on risk warnings; vii) periodic assessment of the system implemented and adoption of those measures seen to be necessary. II.1.1.3 The management body shall ensure the creation and working of the internal-control and riskmanagement systems, the supervisory body being charged with assessment of the working of these systems and proposing their adjustment to the company's needs. II.1.1.4 In their annual corporate governance reports companies shall: i) determine the main economic, financial and legal risks to which the company is exposed in carrying on its business; ii) describe the working and efficacy of the risk-management system. II.1.1.5 Management and supervisory bodies shall have working regulations that shall be divulged via the company's Internet site. II.1.2 GENERAL MATTERS INCOMPATIBILITIES AND INDEPENDENCE
Complied
II.3
Complied
II.5, II.6 and II.9
Complied
II.6
Complied
II.5 and II.9
Complied
0.4 and II.7
II.1.2.1 The board of directors shall include a number of non-executive members to ensure effective supervisory, inspection and activity-evaluation capabilities in respect of the executive members. II.1.2.2 The non-executive directors shall include an adequate number of independent directors, taking into account the size of the company and its equityholder structure, though not less than one quarter of the total number of directors. II.1.2.3 Assessment of the independence of its non-executive members performed by the management body shall take into account the legal rules and regulations in force on the requirements of independence and the incompatibilities mechanism applicable to the members of other corporate offices, ensuring systematic coherence in the application over time of the criteria of independence to the entire company. A director that cannot be considered independent who, in another corporate office cannot be so considered by virtue of the applicable rules. II.1.3 GENERAL MATTERS ELIGIBILITY AND APPOINTMENT
Complied
II.14
Not complied
0.4 and II.14
Complied
II.15
II.1.3.1 Depending on the applicable mode, the chairman of the board of auditors, of the audit committee or of the financial affairs committee shall be independent and shall have the competences required for the exercise of the respective duties. II.1.3.2 The process of selection of candidates to non-executive directorship shall be so conceived as to prevent interference by the executive directors. II.1.4 GENERAL MATTERS IRREGULARITIES COMMUNICATION POLICY
Complied
II.22
Not complied
0.4 and II.16
II.1.4.1 The company shall adopt a policy of communication of irregularities allegedly occurring within the company, with the following elements: i) indication of the means whereby communication of irregular practices may be undertaken internally, including the persons entitled to receive such communications; ii) indication of the treatment to be given to the communications, including confidential treatment if so required by the declarer. II.1.4.2 The general lines of this policy shall be divulged in the report on corporate governance. II.1.5 GENERAL MATTERS REMUNERATION
Complied
II.35
Complied
II.35
II.1.5.1 Remuneration of the members of the management body shall be so structured as to allow the alignment of their interests with the long-term interests of the company shall be based on performance assessment and shall discourage excessive assumption of risks. For the purpose remuneration shall be structured, in particular in the following manner: Not complied (i) remuneration of directors performing executive duties shall include a variable component determined on the basis of an evaluation of performance by the company's proper bodies, in accordance with measurable, pre-determined criteria that take into account the company's real growth and the wealth actually created for the equityholders, its long-term sustainability and compliance with the rules applicable to the company's
0.4, II.31, II.32 and II.33
132
Recommendation/ Chapter business. (ii) the variable component of the remuneration shall be generally reasonable in relation to the fixed component of the remuneration and maximum limits shall be fixed for all components. (iii) a significant part of the variable remuneration shall be deferred for a period of no less than three years and its payment shall depend on the continuity of the good performance of the company over that period. (iv) members of the management body shall not close contracts either with the company or with third parties, the effect of which is to mitigate the risk inherent in the variability of the remuneration fixed for them by the company. (v) until the end of their tenure executive directors shall maintain any shares that they have accessed by virtue of variable-remuneration schemes, up to a limit of twice their total annual remuneration, with the exception of those that need to be sold to pay taxes resulting from the benefit of these same shares. (vi) where the variable remuneration includes the attribution of options, the start of the exercise period shall be deferred for a period no less than three years. (vii) adequate legal instruments shall be established so that the compensation determined for any form of dismissal without due causes of a director is not paid if the dismissal or termination by agreement is dues to the inadequate performance of such a director. (viii) the remuneration of the non-executive members of the management body shall include no component the amount of which is dependent on the performance or value of the company. II.1.5.2 The declaration on the policy of remuneration if the management and supervisory bodies, to which Article 2 of Act 28/2009 of June 19 refers, shall, besides the content referred to therein, contain sufficient information: i) about which groups of companies whose remuneration policy and practices were used as an element of comparison in fixing remuneration; ii) on payments relating to dismissal or termination by agreement of directors' duties. II.1.5.3 The declaration on remuneration policy to which Article 2 of Act 28/2009 refers shall also cover the remuneration of managers in the acceptation of Article 248-B.3 of the Securities Code whose remuneration contains a major variable component . The declaration shall be detailed and the policy presented shall take into account, in particular, the long-term performance of the company, compliance with the rules applicable to the business and containment in risk-taking. II.1.5.4 The proposal relating to the approval of stock-option plans, share allocation plans, and/or options to acquire shares on the basis of variations of the price of the shares, to be granted to members of the management and supervisory bodies and to other managers, in the sense of Article 248-B.3 of the Securities Code, shall be submitted to the general meeting. The proposal shall contain all the elements required for the proper appraisal of the plan. The proposal shall be accompanied by the plan's regulations or, if they have has not yet been drawn up, by the general conditions applicable to it. Likewise, the general meeting shall approve the main characteristics of the retirement benefits programme for the members of the management and supervisory bodies or other managers in the acceptation of Article 248-B.3 of the Securities Code. II.1.5.6 At least one member of the remuneration committee shall attend annual general meetings. II.1.5.7 The amount of remuneration received at other group companies, as well as pension rights acquired during the period under review, shall be divulged in the annual report on corporate governance on an aggregate and individual basis. II.2 BOARD OF DIRECTORS II.2.1 Within the limits established by law for each management and supervisory body, unless by virtue of the small size of the company, the board of directors shall delegate the day-to-day running of the company, the delegated responsibilities to be detailed in the company's annual report on the governance of the company. II.2.2 The board of directors shall ensure that the company acts in a manner consistent with its objectives, and shall not delegate its responsibilities particularly with regard to: i) defining the company's strategy and general policies; ii) defining the corporate structure of the group; and iii) decisions that must be considered strategic owing to the amount, risk or special characteristics involved. II.2.3 Should the chairman of the board of directors perform executive duties, the board of directors shall determine efficient measures to co-ordinate the work of the non-executive members that will, in particular, ensure they are free to decide in an independent, knowledgeable manner, and such me chanisms shall be explained in detail to the equityholders within the scope of the report on the governance of the company. II.2.4 The annual management report shall include a description of the activity carried out by the non executive directors, detailing, in particular, any constraints encountered. II.2.5 The company shall explain its rotation policy in respect the responsibilities of the members of the board of directors, particularly the member responsible for financial matters, and shall provide information
Compliance
Report
Complied
II.30
Complied
II.29
Not applicable
Complied Complied
I.15 II.31
Complied
II.3
Complied
II.3
Not applicable
Complied Not complied
II.3 0.4, II.3 and II.11
133
Recommendation/ Chapter thereon in the annual report on corporate governance. II.3 MANAGING DIRECTOR, EXECUTIVE COMMITTEE AND EXECUTIVE BOARD OF DIRECTORS II.3.1 When so requested by other corporate officers, directors performing executive duties shall provide, adequately and in a timely manner, such information as may be requested of them. II.3.2 The chairman of the executive committee shall sent to the chairman of the board of directors and, as applicable, to the chairman of the board of auditors or of the audit committee, notice of meetings and minutes thereof. II.3.3 The chairman of the executive board of directors shall send to the chairman of the general and supervisory board and to the chairman of the financial matters committee notice of meetings and minutes there.
Compliance
Report
Complied
II.3
Complied
II.3 and II.13
Not applicable
II.4 GENERAL AND SUPERVISORY BOARD, FINANCIAL MATTERS COMMITTEE, AUDIT COMMITTEE AND BOARD OF AUDITORS II.4.1 In addition to fulfilment of the inspection duties with which it is charged, the general and supervisory board shall perform a role of counselling, monitoring and ongoing assessment of the management of the company by the executive board of directors.. The matters on which the general and supervisory board shall express its opinion include: i) definition of the company's strategy and general policies; ii) the group's corporate structure; and iii) decisions that must be considered strategic owing to their amount, risk or special characteristics. II.4.2 The annual reports on the activity of the general and supervisory board, the financial matters committee, the board of auditors and the audit committee shall be divulged via the company's Internet site in conjunction with the financial statements. II.4.3 The annual reports on the activity of the general and supervisory board, the financial matters committee, the audit committee and the board of auditors shall include a description of the auditing activity performed, stating in particular any constraints encountered. II.4.4 Depending on the model applicable, the general and supervisory board, the audit committee and the board of auditors shall represent the company, for all purposes, before the external auditor and they are charged in particular with proposing the provider of these services and the respective remuneration, with ensuring that, within the company, there are adequate conditions for the provision of the services, and with being the company's interlocutor and first addressee of the respective reports. II.4.5 Depending on the model applicable, the general and supervisory board, the audit committee and the board of auditors shall each year assess the external auditor and propose the dismissal thereof to the general meeting in the event of due cause. II.4.6 The internal audit services and those that ensure compliance with the rules applied to the company (compliance services) shall report functionally to the audit committee, the general and supervisory board or, in the case of companies that adopt the Latin model, an independent director or board of auditors, regardless of the hierarchic relationship between such services and the company's executive management. II.5 SPECIALISED COMMITTEES II.5.1 Save for reasons to do with the small size of the company, the board of directors and the general and supervisory board, depending on the model adopted, shall create such committees as may be seen to be necessary to: i) ensure competent, independent assessment of the performance of the executive directors and to assess its own overall performance as well as that of the various existing committees; ii) reflect on the governance system adopted, verifying its efficacy and proposing to the proper bodies those measures to be implemented with a view to their improvement; and iii) ensure timely identification of potential candidates having the necessary profile to perform the duties of a director. II.5.2 The members of the remuneration committee or similar body shall be independent with regard to the members of the management body and shall include at least one member having knowledge of and experience in remuneration-policy matters. II.5.3 No natural or corporate person shall be hired to support the remuneration committee in the performance of its duties that provides or has provided, during the previous three years, services to any structure dependent on the board of directors, on the company's board of directors itself or has a present relationship as a consultant of the company. This recommendation is likewise applicable to any natural or corporate person that has a relationship with the foregoing through an employment or provision-of-service contract. II.5.4 All committees shall write up minutes of meetings held. Complied II.3
Not applicable
Complied
II.4 and II.21
Complied
II.4 and II.21
Complied
II.24 and III.17
Complied
II.24
Not complied
0.4 and II.3
Not complied
0.4 and II.3
Not complied
0.4, II.3, II.38 and II.39
Complied
II.39
134
Recommendation/ Chapter III. INFORMATION AND AUDIT III.1 GENERAL DUTIES OF INFORMATION III.1.1 Companies shall ensure the existence of permanent contact with the market, having regard for the principle of equityholder equality and preventing asymmetries in investor access to information To this end the company shall have an investor support office. III.1.2 The following information available on the company's Internet site shall be divulged in English: a) the name, the standing as a public limited company, the registered office and the other elements listed in Article 171 of the Companies Code; b) the memorandum and articles of association; c) the identity of the corporate officers and of the market relations representative; d) the Investor Support Office, its duties and means of access; e) the financial statements; f) half-yearly calendar of corporate events; g) proposals submitted for discussion and voting at general meetings; and h) notices of general meetings. III.1.3 Companies shall promote rotation of the auditor at the end of two or three terms of office, depending on whether the term is of four or three years. Grounds shall be provided for their continuation beyond this period in a specific opinion issued by the supervisory body, expressly weighing the auditor's conditions of independence and the advantages and costs of his replacement. III.1.4 The external auditor shall, within the scope of its responsibilities, verify the application of the remuneration policies and systems and the efficacy and working of the internal-control mechanisms, and shall report any deficiencies to the company's supervisory body. III.1.5 The company shall not hire the external auditor or any entity in a participating relationship with it or that is part of the same network, to perform services other that auditing services. If there are reasons to hire such services - which must be approved by the supervisory body and explained in its annual report on Corporate Governance they must not exceed more than 30% of the total value of services provided to the company. IV. CONFLICTS OF INTERESTS IV.1 RELATIONS WITH EQUITY HOLDERS IV.1.1 The company's deals with equityholders having a qualified holding or with entities having any relations with them, under the terms of Article 20 of the Securities Code, shall be carried on at arm's length. IV.1.2 Company deals of significant importance between equityholders with a qualified holding or with entities linked with them with them, under the Article 20 of the Securities Code, shall be subject to the prior opinion of the supervisory body. The procedures and criteria required to define the relevant level of significance of such deals and the other conditions shall be established by the supervisory body.
Compliance
Report
Complied
III.16
Complied
Not complied
0.4 and III.18
Complied
Not complied
0.4 and III.17
Complied
III.11 and III.12
Not complied
0.4 and III.13
0.3 Overall assessment of the degree of adoption of groups of recommendations interrelated by their theme. Mota-Engil considers that, although it does not comply fully with the CMVM recommendations, as fully justified in the following chapters, the degree of their adoption is quite ample and complete. 0.4 Explanation of discrepancies between the company's governance practices and the CMVM recommendations:
I.4.1 Companies shall not fix a quorum for resolutions greater than provided for by law.
The Mota-Engil articles of association stipulate that for the general meeting to meet and adopt resolutions on first call equityholders must be present or represented who hold at least half of the issued capital. Since Article 383 of the Companies Code is less restrictive, this recommendation is not complied with. The understanding of Mota-Engil is that this model is the one that best defends corporate interests.
II.1.1.5 Management and supervisory bodies shall have working regulations that shall be divulged via the company's Internet site.
The Mota-Engil, SGPS, SA, management and supervisory bodies have in-house working regulations, though they are not published on the company's Internet site and are not available for consultation. The understanding of Mota-Engil is that the regulations go beyond aspects of the mere working of the bodies and contain confidential information, for which reason they are not available to the public.
135
II.1.2.2 Non-executive directors shall include an adequate number of independent directors, taking into account the size of the company and its equityholder structure, though not less than one fourth of the total number of directors.
Of the eight non-executive members of the Mota-Engil, SGPS, SA, Board of Directors only three are qualified as independent directors, and these account for 20% of the total number of members of the management body. Although this recommendation is not complied with, Mota-Engil, taking into account the size of the company and its equityholder structure, considers that the number of independent directors is adequate.
II.1.3.2 The selection process of candidates for non-executive directorship shall be so conceived as to prevent interference by executive directors.
Taking the company's size and its equityholder structure into account no need is seen for a formal process of selection of candidates for non-executive directorship. Candidates for non-executive directorships are elected by the General Meeting. At the elective general meetings that have been held, the names included in the lists for election of corporate officers, particularly with regard to the management body and its non-executive members, have been proposed by the equityholders constituting the signatories thereof, and the executive directors do not take part the non-executive director selection process.
II.1.5.1 Remuneration of the members of the management body shall be so structured as to allow the alignment of their interests with those of the company.
The recommendation is not complied with insofar as the following indents are concerned. Notwithstanding this non-compliance, Mota-Engil considers that the objective of alignment of the interests of the members of the management body with those of the company have not been called into question.
(ii) the variable component of the remuneration shall be generally reasonable in relation to the fixed component of the remuneration and maximum limits shall be fixed for all components.
Although the articles of association fix the variable remuneration of the Board of Directors only in general terms, which cannot exceed five per cent of the year's profit, the Remuneration Committee considers that the variable component attributed to the members of the Executive Committee have been reasonable, taken as a whole, in relation to the fixed component of the remuneration.
(iii) a significant part of the variable remuneration shall be deferred for a period of no less than three years and its payment shall depend on the continuity of the good performance of the company over that period.
There is no deferral of the payment of the variable remuneration and the Remuneration Committee seeks to structure the remuneration of the members of the management body to allow the continuation of the good performance of the company in the long term.
(iv) members of the management body shall not close contracts either with the company or with third parties, the effect of which is to mitigate the risk inherent in the variability of the remuneration fixed for them by the company.
There is no mechanism preventing the executive directors from closing contracts calling into question the reason for the variable remuneration. Nevertheless, the Remuneration Committee always takes this factor into consideration in the criteria used to determine the variable remuneration.
(vii) adequate legal instruments shall be established so that the compensation determined for any form of dismissal without due causes of a director is not paid if the dismissal or termination by agreement is dues to the inadequate performance of such a director.
There are no instruments, other than those enshrined the law that allow non-payment of compensation in the event of inadequate performance of the director in cases of dismissal with due cause or termination by agreement.
136
(viii) the remuneration of the non-executive members of the management body shall include no component the amount of which is dependent on the performance or value of the company.
The remuneration of non-executive directors includes variable components. Mota-Engil's understanding is that, besides rewarding the long-term strategy undertaken by the entire Board of Directors, including the nonexecutive directors, this does not disparage their non-executive function.
II.2.5 The company shall explain its rotation policy in respect the responsibilities of the members of the board of directors, particularly the member responsible for financial matters, and shall provide information thereon in the annual report on corporate governance.
There is no rotation policy for the Posts of the members of the Board of Directors (Executive Committee), in particular for the director responsible for financial matters. Mota-Engil's understanding is that a rigid, abstract job-rotation policy would not serve its best interests. Therefore, the posts are decided and assigned by the Executive Committee at the start of the term of office in keeping with the capabilities, qualifications and professional experience of each member, It is not believed that all directors are able to perform every function with the same capabilities and performance.
II.4.6 The internal audit services and those that ensure compliance with the rules applied to the company (compliance services) shall report functionally to the audit committee, the general and supervisory board or, in the case of companies that adopt the Latin model, an independent director or board of auditors, regardless of the hierarchic relationship between such services and the company's executive management.
The internal audit services (Audit & Risk Office) report functionally to the Investment, Audit and Risk Committee. This committee normally comprises three permanent members (a non-executive director, the chairman, an independent non-executive director and the CFO). Although it does not report functionally to an independent director or to the Board of Auditors, it is considered that the independence of this office in respect of the executive committee is ensured.
II.5.1 Save for reasons to do with the small size of the company, the board of directors and the general and supervisory board, depending on the model adopted, shall create such committees as may be seen to be necessary to: i) ensure competent, independent assessment of the performance of the executive directors and to assess its own overall performance as well as that of the various existing committees; ii) reflect on the governance system adopted, verifying its efficacy and proposing to the proper bodies those measures to be implemented with a view to their improvement; and iii) ensure timely identification of potential candidates having the necessary profile to perform the duties of a director.
The recommended committees were not set up in that they were not seen to be necessary.
II.5.2 The members of the remuneration committee or similar body shall be independent with regard to the members of the management body and shall include at least one member having knowledge of and experience in remuneration-policy matters.
Antnio Manuel Queirs Vasconcelos da Mota (chairman and non-executive member of the Board of Directors) and Maria Teresa Queirs Vasconcelos Mota Neves da Costa (non-executive member of the Board of Directors ) are members of the Remuneration Committee, having been elected to the position by the General meeting at the proposal of the majority equityholder Mota Gesto e Participaes, SGPS, SA. Their participation in the Remuneration Committee corresponds solely to representation of the equityholder's interest, and they intervene in this capacity and not in that of members of the management body. To ensure their independence in the performance of these duties, these members do not take party in any discussion of adoption of resolutions in which there is or could be a conflict of interests, particularly with regard to fixing their own remuneration as members of the management body. It is considered that, as a result of their curricula and professional careers (detailed in point II.18), the three members of the Remuneration Committee have knowledge and experience in the matter of remuneration policy. Additionally, as and where necessary, the Remuneration Committee is helped by in-house or external specialists to support their decisions in the matter of the remuneration policy.
137
III.1.3 Companies shall promote rotation of the auditor at the end of two or three terms of office, depending on whether the term is of four or three years. Grounds shall be provided for their continuation beyond this period in a specific opinion issued by the supervisory body, expressly weighing the auditor's conditions of independence and the advantages and costs of his replacement.
MOTA-ENGIL has neither defined nor implemented any policy of rotation of the external auditor. The Board of Directors considers that replacement of the partner responsible for the audit services every seven years (mandatory by law) in conjunction with the powers assigned to the Board of Auditors is sufficient to ensure the independence of the external auditor. The maintenance of the auditor is based on the specific opinion of the supervisory body, expressly weighing the auditor's conditions of independence and the advantages and costs of his replacement.
III.1.5 The company shall not hire the external auditor or any entity in a participating relationship with it or that is part of the same network, to perform services other that auditing services. If there are reasons to hire such services - which must be approved by the supervisory body and explained in its annual report on Corporate Governance they must not exceed more than 30% of the total value of services provided to the company.
Even had the external auditor been hired to provide services other than auditing services of a value greater than 30% of the total value of the services provided to the company, as seen in point III.17 of this report, Mota-Engil believes that, in view of the existing mechanisms, its independence is ensured.
IV.1.2 Company deals of significant importance between equityholders with a qualified holding or with entities linked with them, under the Article 20 of the Securities Code, shall be subject to the prior opinion of the supervisory body. This body shall establish the procedures and criteria required to define the relevant level of significance of such deals and the other terms of its intervention.
Deals between the company and owners of qualified holdings or entities in any relationship therewith are appraised solely by the Executive Committee, on the basis of analysis and technical opinions issued by the Investment, Audit and Risk Committee (specialised committee). No procedures or criteria have been established in respect of intervention by the supervisory body. It should be mentioned, however, that transactions between directors of Mota-Engil, or with companies in a controlling or group relationship with the one of which the contracting party is a director, regardless of their value, are subject to the prior authorisation of the relevant Board of Directors and to the favourable opinion of the respective supervisory body, under Article 397 of the Companies Code.
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I. General Meeting
I.1 Identification of the members of the Board of the General Meeting. Chairman: Lus Neiva Santos Secretary: Rodrigo Neiva Santos The human and logistic resources appropriate to the needs of the Chairman of the Board of the General Meeting are provided, particularly through the support given by the services of the Mota-Engil, SGPS, SA, Legal Office. This support is deemed adequate to the company's size and economic situation. Minutes of General Meetings are available on the company's Internet site, as are the attendance lists, the agendas and the resolutions adopted in respect of the meetings held during the past 3 years. I.2 Indication of the beginning and end of the respective terms of office. The start and end dates of the members of the board of the General Meeting are 2010 and 2013 respectively. I.3 Indication of the remuneration of the chairman of the Board of the General Meeting. During 2010, the Chairman of the Board of the General Meeting earned 12,500 ( 1,072 per month). I.4 Indication of the period during which shares are deposited or blocked in order to take part in a General Meeting. As a result of the publication of Decree-Law 49/2010 of May 19, this recommendation is no longer applicable. I.5 Indication of the rules applicable to the blockage of shares in the event of suspension of the General Meeting. As a result of the publication of Decree-Law 49/2010 of May 19, this recommendation is no longer applicable. I.6 Number of shares corresponding to one vote. In accordance with the Mota-Engil articles of association, each share corresponds to one vote, thus ensuring the necessary proportionality between holding equity capital and voting right. I.7 Indication of the bye-law rules that provide for shares that do not grant voting rights or establish that voting rights above a certain number are not counted when cast by a single equityholder or equityholders related with that equityholder. Though the articles of association provides the possibility of the company to issue preference shares without voting rights, there is currently no such class of shares. I.8 Existence of statutory rules on the exercise of voting rights, on the quorum required to hold meetings and adopt resolutions or adopt resolutions, or on systems to detach patrimonial rights. In accordance with Article 23 of the company's articles of association, for the General Meeting to be held and to adopt resolutions on first call, equityholders must be present or represented holding shares corresponding to more than fifty per cent of the issued capital.
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I.9 Existence of statutory rules on the exercise of voting rights by correspondence. The statutory rules on the exercise of voting rights by correspondence are stipulated in Article 22 of the company's articles of association. In accordance with this article, equityholders may vote by correspondence in respect of each and every matter, there being no restriction in this connection. I.10 Provision of a form for the exercise of voting rights by correspondence. This form may be obtained from the Capital Market Relations Division (Joo Vermelho engil.pt). e-mail: JVermelho@mota-
I.11 Requirement as to the period between reception of the postal ballot and the date on which the general meeting is held. Postal ballots shall be considered only if received at the company's registered office at least three days before the date of the General Meeting. I.12 Exercise of voting rights using electronic means. Exercise of voting rights using electronic means is not yet possible. To this date the company has received no request for or expression of interest in the provision of these means from equityholders or investors. I.13 Ability of equityholders to access excerpts of the minutes of general meetings on the company's Internet site during a period of five days after the general meeting. The company's shareholders are able to access via the Internet Site (www.mota-engil.pt) the excerpts of the minutes of general meetings, which are divulged within 5 days of the meeting. I.14 Existence of an historic record, on the company's Internet Site, of the resolutions adopted at the company's general meetings, the equity capital represented and the results of the balloting in respect of the preceding 3 years. Via its Internet site (www.mota-engil.pt) the company provides information on resolutions adopted at the company's general meetings in respect of the past three years, as well as on the equity capital represented and on the balloting results. I.15 Indication of the representatives of the Remuneration Committee present at general meetings. The Remuneration Committee has been represented by all its members at the Annual General Meetings. I.16 Information on the intervention of the general meeting in respect of the company's remuneration policy and of the assessment of the performance of the members of the management body. The General Meeting is charged with appointing a Remuneration Committee, which will define a remuneration policy for the corporate officers, and other senior managers, promoting, from a medium and long-term viewpoint, the alignment of their interests with those of the company. The declaration on the policy of remuneration of the management and supervisory bodies will be submitted to the General Meeting as required under Act 28/2009, of June 19.
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I.17 Information on the intervention by the General Meeting in respect of the proposal relating to the approval of stock-option plans, share allocation plans, and/or options to acquire shares on the basis of variations of the price of the shares, to be granted to members of the management and supervisory bodies and to other managers, in the acceptation of Article 248-B.3 of the Securities Code, as well as about the elements submitted to the General Meeting with a view to a correct assessment of these plans. At this time the company has no plans to attribute shares or stock option plans. I.18 Information on the intervention by the general meeting on the approval of the main characteristics of the retirement benefits for the members of the management and supervisory bodies or other managers in the acceptation of Article 248-B.3 of the Securities Code. With the exception of the founder equityholders, the company has not complementary pension or early-retirement schemes for the directors. The founder-equityholder directors benefit from a defined-benefit pension plan, which allows the beneficiaries to obtain a pension of 80% of the salary earned on retirement. It should be mentioned that this plan was in force prior to the admission to listing of Mota-Engil, SGPS, SA, on the stock market. I.19 Existence of bye-law rules establishing the need to subject to deliberation by the general meeting, at least every five years, the continuation or elimination of a bye-law rule limiting the number of votes that can be held or their exercise by a single equityholder severally or jointly with other equityholders. The company's articles of association do not provide for limitation of the votes that can be held or their exercise by a single equityholder severally or jointly with other equityholders I.20 Indication of defensive measures designed to cause serious erosion of the company's assets in the event of transition of control or change of the composition of the management body. There are no defensive measures intended to cause serious erosion of company assets in case of change of control or change the composition of management body I.21 Significant agreements to which the company is a party that come into force, are altered or cease in the event of change of control of the company, as well as the respective effects, unless, by their nature, the disclosure thereof would be seriously prejudicial to the company, provided always that the company is not specifically bound to divulge such information by virtue of other legal imperatives. There are no significant agreements to which the company is a party that come into force, are altered or cease in the event of change of control of the company. I.22 Agreements between the company and members of the management body and managers, in the sense of Article 248-B.3 of the Companies Code, stipulating indemnities in the event of dismissal without due cause or termination of the employment tie in the wake of a change of control of the company. There are no agreements between the company and members of the management body and managers, in the sense of Article 248-B.3 of the Companies Code, stipulating indemnities in the event of dismissal without due cause or termination of the employment tie in the wake of a change of control of the company.
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II. Management and Supervisory Bodies

II.1 Identification of the composition of the corporate offices. Board of Directors (2010-13 term of office) Antnio Manuel Queirs Vasconcelos da Mota (Chairman) Jorge Paulo Sacadura Almeida Coelho (Deputy-chairman) (CEO) Arnaldo Jos Nunes da Costa Figueiredo (Deputy-chairman) Gonalo Nuno Gomes de Andrade Moura Martins (Deputy-chairman) Maria Manuela Queirs Vasconcelos Mota dos Santos (Director) Maria Teresa Queirs Vasconcelos Mota Neves da Costa (Director) Maria Paula Queirs Vasconcelos Mota de Meireles (Director) Ismael Antunes Hernandez Gaspar (Director) Lus Manuel Ferreira Parreiro Gonalves (Director) Jos Lus Catela Rangel de Lima (Director) Lus Filipe Cardoso da Silva (Director) (CFO) Maria Isabel da Silva Ferreira Rodrigues Peres (Director) Lus Valente de Oliveira (Independent Director) Antnio Bernardo Aranha da Gama Lobo Xavier (Independent Director) Antnio Manuel da Silva Vila Cova (Independent Director) Executive Committee (2010-13) Jorge Paulo Sacadura Almeida Coelho (Chairman) Arnaldo Jos Nunes da Costa Figueiredo Gonalo Nuno Gomes de Andrade Moura Martins Maria Paula Queirs Vasconcelos Mota de Meireles Ismael Antunes Hernandez Gaspar Lus Filipe Cardoso da Silva Maria Isabel da Silva Ferreira Rodrigues Peres Board of Auditors (2007-10) Alberto Joo Coraceiro de Castro (Chairman) Jos Rodrigues de Jesus (Full Member) (1) Pedro Manuel Seara Cardoso Perez (Full Member)
(1) In the wake of the resignation tendered by the former full member (Manuel Teixeira Mendes) on September 21, 2010 and under Article 415.4 of the Companies Code, Pedro Manuel Seara Cardoso Perez, till then alternate member of the Board of Auditors, was co-opted as a full member thereof until the next general meeting.
Official Auditor (2007-10) Antnio Magalhes e Carlos Santos, SROC, represented by Carlos Alberto Freitas dos Santos, ROC External Auditor registered with the CMVM Deloitte & Associados, SROC, SA, represented by Jorge Manuel Arajo de Beja Neves
II.2 Identification and composition of other committees set up, having responsibilities in the matter of the management or supervision of the company. In addition to those referred to in the next point, no other committees have been set up having responsibilities in the matter of the management or supervision of the company
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II.3 Organisational charts or tables of duties in respect of the division of responsibilities among the various corporate offices, committees and/or departments of the company, including information on the scope of delegations of responsibilities or distribution of posts among the members of the management or supervisory bodies, and list of matters that cannot be delegated and of competences actually delegated.
Corporate Offices MOTA-ENGIL, SGPS, SA, has a Board of Directors comprising 15 members, one chairman, three deputy-chairmen and eleven directors. Seven of its members perform executive duties and form an Executive Committee, which was elected and whose powers were delegated on it by the Board of Directors, the other eight directors performing non-executive duties. The Board of Directors delegated on the Executive Committee all powers related with the management of the businesses of MOTA-ENGIL, SGPS, SA, and of all the subsidiaries, in the most restricted sense of taking tactical options and control of the various lines of development of the various businesses, assuming responsibility for the executive management of the Group's business in line with the orientations and policies defined by the Board of Directors. The Executive Committee may discuss all matters that are the responsibility of the Board of Directors, without prejudice to only being able to adopt resolutions on those matters delegated on it. All matters dealt with by the Executive Committee, even those included within the sphere of the powers delegated on it, are reported to the non-executive directors, who have access to the respective minutes of the meetings and supporting documents. The Executive Committee meetings are held fortnightly and, at the start of each fiscal year, the meetings to be held during that year are scheduled. The chairman of the Executive Committee, through the Executive Committee Coordenation Office, sends to the Chairman of the Board of Directors and of the Board of Auditors notices of meetings and the respective minutes in good time.
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All decisions in respect of the definition of the company's strategy as well as the company's general policies and the corporate structure of the Group are the sole responsibility of the Board of Directors, and no responsibilities are delegated on the Executive Committee in this connection. The chairman of the Board of Directors has the responsibilities entrusted to him by law and by the articles of association. With regard to the assignment of posts to the members of the Board of Directors, particularly within the scope of the Executive Committee, the following are underscored: - Jorge Paulo Sacadura Almeida Coelho Executive Committee Co-ordination; International Area Co-ordination; Legal Services Division; Communication & Image New Businesses Shared Services.
- Arnaldo Jos Nunes da Costa Figueiredo - New Lisbon Airport Project; - High Speed Network; - Representative of the Group on the Martifer SGPS, SA, Board of Directors. - Gonalo Nuno Gomes de A. Moura Martins - Environment & Services Business; - Transport Concessions Business. - Maria Paula Queirs Vasconcelos Mota de Meireles -Tourism Business. - Ismael Antunes Hernandez Gaspar - Engineering & Construction Business; - Mining Operational Unit. - Lus Filipe Cardoso da Silva Corporate Management Planning and Control Division Corporate Finances Division; Capital Market Relations Division; Representative of the Group on the Martifer SGPS, SA, Board of Directors.
- Maria Isabel da Silva Ferreira Rodrigues Peres - Corporate Human Resources Division; - Social and Corporate Responsibility and Susteinability Division; - Executive Committee Introlocutor in Manuel Antnio Mota Foundantion. Jorge Paulo Sacadura Almeida Coelho, in the capacity of Chairman of the Executive Committee, is considered the Chief Executive Officer (CEO) of Mota Engil, SGPS, SA. Lus Filipe Cardoso da Silva, as the person responsible for the financial areas of Mota-Engil, SGPS, SA, is considered the Chief Financial Officer (CFO). There is no rotation policy for the Posts of the members of the Board of Directors (Executive Committee), in particular for the director responsible for financial matters. Mota-Engil's understanding is that a rigid,
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abstract job-rotation policy would not serve its best interests. Therefore, the posts are decided and assigned by the Executive Committee at the start of the term of office in keeping with the capabilities, qualifications and professional experience of each member, it is not believed that all directors are able to perform every function with the same capabilities and performance. Therefore, Mota-Engil understands that the rotation recommendation, made independently of any other circumstance, would not serve its interests properly. Notwithstanding this position of the Mota-Engil Group, a new CFO was appointed for the 2010-13 term of office, to replace the previous CFO (Eduardo Jorge de Almeida Rocha). The non-executive directors monitor the business carried on by the Company, and their real powers of supervision, inspection and assessment of the business is ensured through the monthly meetings of the Board of Directors, without prejudice to access to such information or documentation as may be requested from time to time. In exercising their non-executive duties the directors were not faced with any constraints in 2010. The annual management report includes a description of the activity carried out by the non-executive directors. Supervisory Bodies Supervision of the company is performed by an Board of Auditors and by a firm of Official Auditors, performing the duties called for by law and by the articles of association. The General Meeting shall elect the Board of Auditors and designate, at the proposal of the Board of Auditors, the Official Accountant or Firm of Official Accountants. The Mota-Engil, SGPS, SA, Board of Auditors comprises 4 members, a chairman, two full members and an alternate member. In the wake of the resignation tendered by Manuel Teixeira Mendes on September 21, 2010, Pedro Manuel Seara Cardoso Perez, till then alternate member, became a full member. As a result, the Board of Auditors came to comprise just three full members, and it will be fully made up at the next General Meeting. Specialised Committees Remuneration Committee In accordance with the articles of association the duties of the Remuneration Committee, elected by the equityholders at a General Meeting, are to define the corporate officers' remuneration policy, fixing the applicable remuneration taking into account the duties performed, their performance and the company's economic situation. In this connection, the Remuneration Committee monitors and assesses the performance of the directors, on a constant basis, verifying the extent to which the proposed objectives have been met. The Committee meets as and when necessary. The directors' remuneration includes a performance-based component. The committee elected for the 2010-13 term of office comprises the following members: Antnio Manuel Queirs Vasconcelos da Mota, Maria Teresa Queirs Vasconcelos Mota Neves da Costa, both members of the management body, and Manuel Teixeira Mendes. Minutes are written up of all meetings held. Investment, Audit and Risk Committee The Investment, Audit and Risk Committee normally comprises three permanent members (one non-executive director, who chairs the committee, an independent non-executive director and the CFO), and it may invite other senior Group staff connected with the projects under evaluation. The main duties and responsibilities of this committee are to appraise and suggest investment and business-risk policies and projects to the Board of Directors, to examine and issue opinions on investment or divestment plans, to issue opinions on moves into and out of business areas, and to monitor major financial and corporate transactions. Minutes are written up of all meetings held. At present the members of this committee are Maria Teresa Queirs Vasconcelos Mota Neves da Costa (non-executive director), Lus Filipe Cardoso da Silva (CFO) and Antnio
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Manuel da Silva Vila Cova (independent, non-executive director). Human Resources Development Committee The main duties of the Human Resources Development Committee are: monitoring productivity levels, remuneration and equality of opportunities; assessment of programmes to attract and develop high-quality management staff; definition of guidelines for the evaluation and incentives system, career plans, training plan and recruiting and selection plan; regular appraisal of employee motivation; and definition of the culture and key values, co-ordinating efforts to implement them within the Group. Minutes are written up of all meetings held. At present the members of this committee are Maria Manuela Queirs Vasconcelos Mota dos Santos (Chairman), Jorge Paulo Sacadura de Almeida Coelho, Arnaldo Jos Nunes da Costa Figueiredo, Ismael Antunes Hernandez Gaspar, Gonalo Nuno Gomes de Andrade Moura Martins, Carlos Manuel Marques Martins and Maria Isabel da Silva Ferreira Rodrigues Peres.
Assessment by the management body of the governance model adopted The Board of Directors declares that the Corporate Governance model adopted has been appropriate to the proper internal and external working of the company. In the assessment of the governance model performed in 2010, no relevant constraints were found in the model use, which is based on the "Latin" / Reinforced Classic governance model. It comprises a Board of Directors, a Board of Auditors and an Official Auditor not a member of the Board of Auditors. II.4.2 Reference to the fact that the annual reports on the activity of the general and supervisory board, the financial matters committee, the board of auditors and the audit committee include a description of the supervisory activity performed, stating any constraints encountered, and that it will be divulged via the company's Internet site in conjunction with the financial statements. The Board of Auditors' annual reports include a description of its supervisory activity, setting out constraints encountered (if any), and they are disclosed on the Company's Internet site together with the annual report and accounts. The company has no General and Supervisory Board, Financial Matters Committee or Audit Committee. II.5 Description of the internal control and risk management systems implemented within the company, particularly with regard to the process of disclosure of financial information, the working method of this system and its efficacy. The Mota-Engil Group is subject to a number of diverse risks that could have a negative impact on its business. All these risks are duly identified, assessed and monitored. The various structures within the company are charged with their management and/or mitigation, with special emphasis in this field on the Investment, Audit and Risk Committee. Having as its mission the support of the management of the Mota-Engil Group by means of strengthening the operating means and methods employed in internal control and in anticipating business risks, the Audit and Risk Committee has an Audit and Risk Office. It is provided with a structure of resources specifically allocated to the following duties: established management goals; Mota-Engil Group; Mota-Engil Group in the identification of potentially damaging effects, in risk appraisal and in putting forward responses, thus reducing unforeseen costs or losses; and good practices of the Mota-Engil Group; Group, auditing implementation of the corporate policies
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Group; company of the Mota-Engil Group.
Mota-Engil t area and/or
In general terms, internal control and risk management systems implemented in the company work as follows: Scope of the process : The main risks to which the Group is subject, particularly the market risks of its business segments, financial risks (exchange-rate and interest-rate) and other business risks (operating risks, empowerment and integrity risks, and information and communications risks), through the internal reports of the Investment, Audit and Risk Committee in conjunction with the reports or communications issued by the heads of the various corporate departments (with a focus on the Legal Department, Management Control, Corporate Finance and Human Resources Development). Characterisation of the Operational Process: Risk Management is the responsibility of each of the Boards of the Group's business areas, generally speaking involving the following sequential cyclic set of stages: - determination of the risks to which the organisation is exposed and of the level of tolerance of exposure to such risks; - risk measurement: quantification of risk exposures, and preparation of basic reports to support decision-taking; - risk control and management: definition of the measures to be taken in facing risks; - implementation of the established risk-management measures; - monitoring: evaluation of the risk-management process and, if necessary, realignment and redefinition of strategies. Additionally, all investments or new businesses are analysed for risks by the various corporate areas. They are subject to the prior opinion of the Investment, Audit and Risk Committee before being submitted to the Board of Directors for approval. The evaluation of internal control and risk management systems allowed the assessment of effectiveness, whilst continuing to aim to implement measures to improve the short and medium term. Only a very restricted number of Mota-Engil, SGPS, SA, collaborators is involved in the process of disclosing financial information. In this connection, and by legal imposition (Article 248.6 of the Securities Code), Mota-Engil, SGPS, SA, has drawn up a list of its collaborators, with or without employment ties, who have regular or occasional access to privileges information. This list has been made known to each of the employees included, and they were given an explanation of: (i) the reasons for their inclusion in the list; (ii) the duties and obligations imposed on them by law; and (iii) the consequences arising from abusive disclosure or use of privileged information. II.6 Responsibility of the management body and of the supervisory body in the creation and working of systems of internal control and management of the company's risks, as well as in the assessment of their working and their adjustment to the needs of the company. The Board of Directors and the Board of Auditors acknowledge the importance that they have for the company Risk Management and Internal Control Systems, promoting the human and technological infrastructure to provide a proportional and appropriate control environment to the risk of the activity. The Board of Auditors monitors all relevant issues of society, attending all meetings of the Board. Whether the board or the supervisory board access the reports and opinions issued by the Audit, Investment and Risk Committee
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referred to in the preceding paragraph, making the evaluation of the functioning and adjustment to to the implemented systems of internal control and risk management.
s needs,
II.7 Indication as to the existence of working regulations for the company's bodies, or other rules relating to incompatibility defined internally and to the maximum number of posts that can be accumulated, and the place where there rules and regulations may be consulted. As stated in Chapter 0 in respect of non-compliance with recommendation II.1.1.5, the company's Management and Supervision bodies have internal working regulations. These are not published on the company's Internet site and are not available for consultation. The understanding of Mota-Engil is that the regulations go beyond aspects of the mere working of the bodies and contain confidential information, for which reason they are not available to the public. II.8 Should the chairman of the management body perform executive duties, indication of the mechanisms for the coordination of the work of the non-executive members who ensure the independent, informed nature of its decisions. The Chairman of the Board of Directors does not perform executive duties. II.9 Determination of the main, economic, financial and legal risks to which the company is exposed in carrying on its business. The assessment of the risk of Motaallowed the conclusion that the main risks to which the companies are exposed its dependence on customers, competitive performance, liquidity, debt level, interest rate, as well as diversity the legal and fiscal frameworks that society is exposed, as result of various geographies where it operates. II.10 Powers of the management body, especially with regard to deliberations on the increase of issued capital. The powers of the management body are those granted under the Companies Code and under Articles 13 and 14 of the articles of association. The articles of association do not grant the management body powers in respect of resolutions to increase the issued capital. II.11 Information on the Board of Director's post rotation policy, particularly in respect of the chief financial officers, as well as on the rules applicable to the appointment and replacement of the members of the management and supervisory bodies. The rules applicable to the appointment and substitution of the members of the management and supervision are those provided for in the Companies Code and in the company's articles of association. - Board of Directors - The General Meeting is charged with electing the directors (Article 391.1 of the Companies Code). The articles of association do not stipulate any specific mechanism concerning the replacement of members of the Board of Directors, which therefore takes place in accordance with Article 393.3 of the Companies Code. There is no rotation policy for the Posts of the members of the Board of Directors (Executive Committee), in particular for the director responsible for financial matters. Mota-Engil's understanding is that a rigid, abstract job-rotation policy would not serve its best interests. Therefore, the posts are decided and assigned by the Executive Committee at the start of the term of office in keeping with the capabilities, qualifications and professional experience of each member, It is not believed that all directors are able to perform every function with the same capabilities and performance. - Board of Auditors The General Meeting is charged with electing the Board of Auditors and its alternate member or members (Article 16.2 of the articles of association) the articles of association do not stipulate any specific mechanism concerning the replacement of members of the Board of Auditors, which therefore takes place in accordance with Article 415 of the Companies Code.
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- Official Auditor - At the proposal of the Board of Auditors, the General Meeting is charged with designating the Official Auditor or Firm of Official Auditors (Article 16.3 of the articles of association). II.12 Number of meetings of the management and supervisory bodies, as well as reference to the writing up of the minutes of these meetings.
Body Board of Directors Executive Committee Board of Auditors N. of meetings 2010 13 23 6
Minutes were written up of each of these meetings. II.13 Indication as to the number of meetings of the Executive Committee or of the Executive Board of Directors, as well as reference to the writing up of the minutes of these meetings and their being sent out together with the notice of the meetings, as applicable, to the chairman of the General and Supervisory Board and of the Financial matters Committee. During 2010 the Executive Committee met on 23 occasions. Notices of the meeting and their supporting documents, including the minutes of previous meetings, are sent by the Executive Committee Coordenation Office to the Executive Committee in good time. Likewise, after approval by the Executive Committee, minutes of the meetings are sent, together with the respective notices, to the chairman of the Board of Directors and of the Board of Auditors. II.14 Identification of the members of the board of directors and of other committees set up under it, making a distinction between the executive and the non-executive directors, detailing the members that comply with the incompatibility rules stipulated in Article 414-A.1 of the Companies Code, with the exception of that provided for in indent b), and with the independence criterion established in Article 414.5 of the said Code.
Director Antnio Manuel Queirs Vasconcelos da Mota Jorge Paulo Sacadura de Almeida Coelho Arnaldo Jos Nunes da Costa Figueiredo Gonalo Nuno Gomes de A. Moura Martins Maria Manuela Queirs V. Mota dos Santos Maria Teresa Queirs V. Mota Neves da Costa Maria Paula Queirs V. Mota de Meireles Ismael Antunes Hernandez Gaspar Lus Manuel Ferreira Parreiro Gonalves Lus Filipe Cardoso da Silva Maria Isabel da Silva Ferreira Rodrigues Peres Jos Lus Catela Rangel de Lima Lus Valente de Oliveira Antnio Bernardo A. da Gama Lobo Xavier Antnio Manuel da Silva Vila Cova Executive / Non-executive Non-executive Executive Executive Executive Non-executive Non-executive Executive Executive Non-executive Executive Executive Non-executive Non-executive Non-executive Non-executive Independent / Not independent Not-Independent Not-Independent Not-Independent Not-Independent Not-Independent Not-Independent Not-Independent Not-Independent Not-Independent Not-Independent Not-Independent Not-Independent Independent Independent Independent
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The three non-executive independent directors referred to above are not covered by any of the incompatibilities referred to in Article 414-A.1 of the Companies Code. On December 31, 2010, the Board of Directors comprised 15 members, of whom seven were executive and eight non-executive, a composition that Mota-Engil considers appropriate to ensuring effective ability to supervise, monitor and appraise the activity of the members of the Executive Committee. Of the eight non-executive directors only three are qualified as independent directors, and these account for 20% of the total number of members of the management body. Although the recommendation of the Companies Code is not complied with in the matter of the minimum number of independent directors, MotaEngil, taking into account the size of the company and its equityholders structure, considers that the number of independent directors is adequate. The independent directors take part in the majority of the Board of Directors meetings, thus monitoring the business of Mota-Engil, and they may question any other corporate office or internal structure of the MotaEngil Group. The Investment, Audit and Risk Committee comprises two executive directors and one independent nonexecutive director. II.15 Indication of the legal and regulatory rules and other criteria underlying the assessment of the independence of its members performed by the management body. To assess the independence of the members of the Board of Directors was use solely and exclusively the mechanism provided in Article 414.5 of the Companies Code, and the rules applicable in terms of incompatibility provided for in Article 414-A.1 of the said Code were also taken into account. No other assessment criteria have been established internally. II.16 Indication of the rules governing the process of selection of candidates to the post of non-executive directors, and he means of ensuring that executive directors do not interfere in the process. Taking the company's size and its equityholder structure into account no need is seen for a formal process of selection of candidates for non-executive directorship. Candidates for non-executive directorships are elected by the General Meeting. At the elective general meetings that have been held, the names included in the lists for election of corporate officers, particularly with regard to the management body and its non-executive members, have been proposed by the equityholders constituting the signatories thereof, and the executive directors do not take part the the non-executive director selection process. II.17 Reference to the fact that the annual management report includes a description of the activity carried out by the non-executive directors and any constraints encountered. Point 7 of the 2010 consolidated management report of the Mota-Engil-Group includes a description of the activity undertaken by the non-executive directors and any constraints encountered. II.18 Professional qualifications of the members of the board of directors, indication of their professional activities during at least the past five years, number of shares they hold in the company, date of their first appointment and date of conclusion of their term of office.
Antnio Manuel Queirs Vasconcelos da Mota (Chairman) Professional Qualifications - Degree in Civil Engineering (Communications) University of Porto Faculty of Civil Engineering Professional career during the past five years - At present and during the past six years, and in addition to being the chairman of the Board of Directors and chairman of the Remuneration Committee of MOTA-ENGIL, SGPS, SA, he is a corporate officer of various GROUP and of other companies outside the GROUP.
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Antnio Manuel Queirs Vasconcelos da Mota (Chairman) N. of shares as at 31/12/2010 5,017,647 shares (corresponding to 2.45% of the issued capital) 1st Appointment March 31, 2000 End of Term of Office December 31, 2013 Jorge Paulo Sacadura de Almeida Coelho (Deputy-chairman) Professional Qualifications - Degree in Company Organisation and Management, ISEG (Universidade Tcnica de Lisboa) Professional career during the past five years - From 2001 to 2006, part-time deputy and president of the Local Government and Spatial Planning Commission of the Assembly of the Republic; - From 2004 to 2008, member of the Council of State; - From 2001 to 2008, Director of Congetmark Consultoria, Estudos e Management, Lda; - From 2001 to 2008, guest lecturer and member of the scientific board of Instituto Superior de Comunicao Empresarial (ISCEM) and chairman of the consultative board of the Beiras College of Advanced Studies; - At present, besides being deputy-chairman of the Board of Directors and chief executive officer of Mota-Engil, SGPS, SA, he is Chairman of the Board of Directors (non-executive director) of the MESP - Mota-Engil, Shared Services and Administrative Management, SA. N. of shares as at 31/12/2010 Held no shares in Mota-Engil, SGPS SA 1st Appointment May 26, 2008 End of Term of Office December 31, 2013 Arnaldo Jos Nunes da Costa Figueiredo (Deputy-chairman) Professional Qualifications - Degree in Civil Engineering, University of Porto Faculty of Civil Engineering Professional career during the past five years - Chairman of the Board of Directors of Mota-Engil, Engenharia e Construo, SA; - Chairman of the Board of Directors of MEITS - MOTA-ENGIL, IMOBILIRIA E TURISMO, SA; - Director of Mota Internacional, Lda; - Chairman of the board of the General Meeting of Maprel Nelas Indstria de Pr-Fabricados em Beto, SA. - Member of the board of the General Meeting of Paviterra, SARL. - Chairman of the Remuneration Committee of (representing Mota-Engil, Engenharia e Construo, SA) Ferrovias e Construes, SA; - Member of the Remuneration Committee of AURIMOVE SOCIEDADE IMOBILIRIA, SA; - Member of the Remuneration Committee of NORTEDOMUS SOCIEDADE I MOBILIRIA, SA; - Member of the Remuneration Committee of PLANINOVA SOCIEDADE IMOBILIRIA, SA; - At present, in addition to being the Deputy-chairman of the Board of Directors and member of the Executive Committee of MOTA-ENGIL, SGPS, SA, he is a corporate officer of various GROUP companies. N. of shares as at 31/12/2010 Held no shares in Mota-Engil, SGPS, SA 1st Appointment March 28, 2008 End of Term of Office December 31, 2013 Maria Manuela Queirs Vasconcelos Mota dos Santos (Director) Professional Qualifications - Degree in Economics, University of Porto Faculty of Economics. Professional career during the past five years - At present and during the past five years, and in addition of being member of the Board of Directors of MOTA-ENGIL, SGPS, SA, she is a corporate officer of various GROUP and of other companies outside the GROUP. N. of shares as at 31/12/2010 3,665,066 shares (corresponding to 1.79% of the issued capital)
151
Maria Manuela Queirs Vasconcelos Mota dos Santos (Director) 1st Appointment March 31, 2000 End of Term of Office December 31, 2013 Maria Teresa Queirs Vasconcelos Mota Neves da Costa (Director) Professional Qualifications - Degree in Economics, University of Porto Faculty of Economics. Professional career during the past five years - At present and during the past six years, and in addition of being member of the Board of Directors and member of the Remuneration Committee of Mota-Engil, SGPS, SA, he is a corporate officer of various Group and of other companies outside the Group N. of shares as at 31/12/2010 3,736,836 shares (corresponding to 1.83% of the issued capital) 1st Appointment March 31, 2000 End of Term of Office December 31, 2013 Maria Paula Queirs Vasconcelos Mota de Meireles (Director) Professional Qualifications - Degree in Civil Engineering, University of Porto Faculty of Engineering (FEUP) Professional career during the past five years - At present and during the past five years, and in addition of being member of the Board of Directors and member of the Executive Committee of MOTA-ENGIL, SGPS, SA, she is a corporate officer of various GROUP e and of other companies outside the GROUP N. of shares as at 31/12/2010 3,943,051 shares (corresponding to 1.93% of the issued capital) 1st Appointment March 31, 2000 End of Term of Office December 31, 2013 Ismael Antunes Hernandez Gaspar (Director) Professional Qualifications - Degree in Civil Engineering (ISEL) Professional career during the past five years - Deputy Chairman of the Board of Directors of Mota-Engil, Engenharia e Construo, SA, (in charge of Central Europe); - At present, in addition of being member of the Board of Directors and member of the Executive Committee of MOTA-ENGIL, SGPS, SA, he is a corporate officer of various MOTA-ENGIL GROUP companies. N. of shares as at 31/12/2010 1,000 shares 1st Appointment March 28, 2008 End of Term of Office December 31, 2013 Gonalo Nuno Gomes de Andrade Moura Martins (Deputy-chairman) Professional Qualifications - Degree in Law, University of Lisbon Faculty of Law. Professional career during the past five years - As from March 2006 he has been chairman of the Board of Directors of Mota-Engil, Ambiente e Servios, SGPS, SA; - As 2009 he has been chairman of the Board of Directors of Ascendi, SGPS, SA; - At present, in addition to being the Deputy-chairman of the Board of Directors and member of the Executive Committee of MOTA-ENGIL, SGPS, SA, he is a corporate officer of various MOTA-ENGIL GROUP companies.
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Gonalo Nuno Gomes de Andrade Moura Martins (Deputy-chairman) N. of shares as at 31/12/2010 12.435 shares 1st Appointment March 28, 2008 End of Term of Office December 31, 2013 Lus Manuel Ferreira Parreiro Gonalves (Director) Professional Qualifications - Degree in Law, University of Coimbra Faculty of Law Professional career during the past five years - From June 2003 to January 5, 2009 he was been chairman of the Board of Directors of Ascendi Group, SGPS,SA, and subsidiaries; - Currently a member of the Board of Directors of MOTA-ENGIL, SGPS, SA N. of shares as at 31/12/2010 Held no shares in MOTA-ENGIL, SGPS, SA 1st Appointment March 28, 2008 End of Term of Office December 31, 2013 Lus Filipe Cardoso da Silva (Director) Professional Qualifications - Degree in Economics, University of Porto Faculty of Economics. Professional career during the past five years - Member of the Board of Directors of MESP, MOTA-ENGIL SERVIOS PARTILHADOS ADMINISTRATIVOS E DE GESTO SA; - Member of the Board of Directors of MESP Central Europe Sp. z.o.o.; - Member of the Board of Directors of Mota-Engil Brand Management B.V.; - Member of the General and Supervisory Board of Vortal - Comrcio Electrnico, Consultadoria e Multimdia, SA; - Member of the Senior Board of Ascendi Group, SGPS, SA; - Member of the Board of Directors of Martifer, SGPS, SA - Member of Board of Auditors of various Ascendi Group companies; - At present, in addition to being the chairman of the Board of Directors and member of the Executive Committee of MOTA-ENGIL, SGPS, SA, he is a corporate officer of various MOTA-ENGIL GROUP companies. N. of shares as at 31/12/2010 12,500 shares 1st Appointment March 31, 2010 End of Term of Office December 31, 2013 Maria Isabel da Silva Ferreira Rodrigues Peres (Director) Professional Qualifications - Degree in Law, University Catlica Portuguesa - Porto Faculty of Law - Post-Gradution in Human Resources Management, by AEP - XVIII CMP Corporate Management Program by AESE Professional career during the past five years - Human Resources Development Director of MESP Mota-Engil Servios Partilhados, SA - Corporate Human Resources Director of Mota-Engil SGPS, SA - At present member Board of Directors and of the Executive Committee of MOTA-ENGIL, SGPS, SA N. of shares as at 31/12/2010 Held no shares in MOTA-ENGIL, SGPS, SA 1st Appointment March 31, 2010 End of Term of Office December 31, 2013
153
Jos Lus Catela Rangel de Lima (Director) Professional Qualifications - Degree in Civil Engineering (IST) Professional career during the past five years - Director and chief executive officer of Ascendi Norte, SA; - Director and chief executive officer of Ascendi Costa da Prata, Auto-Estradas da Costa da Prata, SA; - Director and chief executive officer of Ascendi Beiras Litoral e Alta, Auto-Estradas das Beiras Litoral e Alta, SA; - Director and chief executive officer of Ascendi Grande Porto, Auto-Estradas do Grande Porto, SA; - Director and chief executive officer of Ascendi Grande Lisboa, Auto Estradas da Grande Lisboa, SA; - Director and chief executive officer of Ascendi Douro, Estradas do Douro Interior, SA; N. of shares as at 31/12/2010 1,000 shares 1st Appointment February 2, 2009 End of Term of Office December 31, 2013 Lus Valente de Oliveira (Independent Director) Professional Qualifications - Degree in Civil Engineering (U.O) - Doctorate in Civil Engineering; - Full professor, retired, University of Porto Faculty of Engineering. Professional career during the past five years - Director of the Business Association of Portugal; - European co-ordinator of Auto-Estradas do Mar; - Director of the Luso-American Development Foundation (FLAD); - Member and chairman of the Audit and Risk Committee of Millennium bcp; - Chairman of the Board of Auditors of EFACEC; - Since 2006, independent member of the Board of Directors of Mota-Engil, SGPS, SA. N. of shares as at 31/12/2010 Held no shares in MOTA-ENGIL, SGPS, SA 1st Appointment March 31, 2006 End of Term of Office December 31, 2013 Antnio Bernardo Aranha da Gama Lobo Xavier (Independent Director) Professional Qualifications - Degree in Law, University of Coimbra Faculty of Law - Master in Legal and Economic Sciences , University of Coimbra Faculty of Law Professional career during the past five years - From 1999 to date he is consultant for the executive committee of SonaeCom, heading the legal department, the tax department, the public relations department and the regulation department; - From 1985, he has been an independent legal consultant in the Areas of Financial Law and Tax Law. - Since 2006, independent member of the Board of Directors of MOTA-ENGIL, SGPS, SA. N. of shares as at 31/12/2010 Held no shares in MOTA-ENGIL, SGPS, SA 1st Appointment March 31, 2006 End of Term of Office December 31, 2013 Antnio Manuel da Silva Vila Cova (Independent Director) Professional Qualifications - Degree in Economics, University of Porto Faculty of Economics.
154
Antnio Manuel da Silva Vila Cova (Independent Director) Professional career during the past five years Up to 2005: - North Co-ordinator Manager of Banco Nacional Ultramarino (BNU); - North General Manager of Caixa Geral de Depsitos (CGD); - Director of Locapor-Soc. de Leasing Mobilirio; - Director of Banco Simeon; - Director of PME.Capital- Soc. de Capital de Risco; - Director of CGD, in charge of Credit Recovery (at national level) and of North Commercial, the latter substituted, after the segmentation, by the responsibility for Retail Banking at national level. In 2006 and 2007 member of the Board of Directors of MOTA-ENGIL, SGPS, SA, as non-executive, independent director. In 2007 and up to June 2008, member of the Board of Directors of Banco Finantia, also as non-executive, independent director. From June to December 2008, Member of the Board of Directors of Banco Portugus de Negcios. From June 2008 to August 2009, member of the Board of Directors of Sociedade Lusa de Negcios, occupying the post of chairman of the Board of Directors and director of companies of the said group. At present, non-executive independent director of MOTA-ENGIL, SGPS, SA, and member of the Board of Auditors of Banco Finantia. N. of shares as at 31/12/2010 Held no shares in MOTA-ENGIL, SGPS, SA 1st Appointment April 15, 2009 End of Term of Office December 31, 2013
II.19 Positions held at other companies by members of the Board of Directors, detailing those held in other companies of the same group.
Antnio Manuel Queirs Vasconcelos da Mota (Chairman) Positions held at other companies of the Mota-Engil Group - Chairman of the board of the General Meeting MOTA-ENGIL, ENGENHARIA E CONSTRUO, SA - Chairman of the board of the General Meeting MOTA-ENGIL, AMBIENTE E SERVIOS, SGPS, SA - Chairman of the board of the General Meeting TRATOFOZ SOCIEDADE DE TRATAMENTO DE RESDUOS, SA - Member of the Remuneration Committee of REAGOLFE GESTO, CONSTRUO E MANUTENO DE CAMPOS DE GOLFE, SA - Member of the Remuneration Committee of AURIMOVE, SOCIEDADE IMOBILIRIA, SA - Member of the Remuneration Committee of CPTP COMPANHIA PORTUGUESA DE TRABALHOS PORTURIOS E CONSTRUO, SA - Member of the Remuneration Committee of EMSA EMPREENDIMENTOS E EXPLORAO DE ESTACIONAMENTOS, SA - Member of the Remuneration Committee of FERROVIAS E CONSTRUES, SA - Member of the Remuneration Committee of MANVIA MANUTENO E EXPLORAO DE INSTALAES E CONSTRUES, SA - Member of the Remuneration Committee of MARTIFER, SGPS, SA - Member of the Remuneration Committee of ME REAL ESTATE MOTA-ENGIL REAL ESTATE PORTUGAL, SA - Member of the Remuneration Committee of MESP MOTA-ENGIL, SERVIOS PARTILHADOS, ADMINISTRATIVOS E DE GESTO, SA - Member of the Remuneration Committee of MOTA-ENGIL, AMBIENTE E SERVIOS, SGPS, SA - Member of the Remuneration Committee of MOTA-ENGIL, ENGENHARIA E CONSTRUO, SA - Member of the Remuneration Committee of MOTA-ENGIL II, GESTO, AMBIENTE, ENERGIA E CONCESSES DE SERVIOS, SA - Member of the Remuneration Committee of NORTEDOMUS SOCIEDADE IMOBILIRIA, SA - Member of the Remuneration Committee of PLANINOVA SOCIEDADE IMOBILIRIA, SA - Member of the Remuneration Committee of SEDENGIL SOCIEDADE IMOBILIRIA, SA - Member of the Remuneration Committee of SOL S INTERNATIONAL, TECNOLOGIAS DE INFORMAO, SA - Member of the Remuneration Committee of SUMA SERVIOS URBANOS E MEIO AMBIENTE, SA - Member of the Remuneration Committee of TAKARGO TRANSPORTE DE MERCADORIAS, SA - Member of the Remuneration Committee of TERTIR CONCESSES PORTURIAS, SGPS, SA - Member of the Remuneration Committee of TERTIR TERMINAIS DE PORTUGAL, SA - Member of the Remuneration Committee of TRATOFOZ SOCIEDADE DE TRATAMENTO DE RESDUOS, SA - Member of the Remuneration Committee of VIBEIRAS SOCIEDADE COMERCIAL DE PLANTAS, SA - Member of the Remuneration Committee of MOTA-ENGIL, ENERGIA, SA - Member of the Remuneration Committee of MOTA-ENGIL, INDSTRIA E INOVAO, SGPS, SA - Senior of the Senior Board of Ascendi Group, SGPS, SA; - Senior of the Senior Board of TERTIR TERMINAIS DE PORTUGAL, SA Positions held at other companies outside the Mota-Engil Group - Chairman of the Board of Directors of FM Sociedade De Controlo, SGPS, SA - Chairman of the Board of Directors of Mota Gesto e Participaes, Sociedade Gestora de Participaes Sociais, SA - Director of Sociedade Agrcola Moura Basto, Lda. - Member of the Board of Directors of Antnio de Lago Cerqueira, SA - Member of the Board of Directors of Auto Sueco (Angola) SARL - Chairman of the board of the General Meeting of Sunviauto Indstria de Componentes de Automveis, SA - Member of the Remuneration Committee of Antnio de Lago Cerqueira, SA - President of the Board of Founders of the Portuguese Highway Centre, on behalf of Mota-Engil, Engenharia e Construo, SA;
155
Antnio Manuel Queirs Vasconcelos da Mota (Chairman) - Director of ELO Associao Portuguesa para o Desenvolvimento Econmico e a Cooperao, representing Mota-Engil, Engenharia e Construo, SA Jorge Paulo Sacadura Almeida Coelho (Deputy-chairman) Positions held at other companies of the Mota-Engil Group - Chairman of the Board of Directors of MESP Mota- Engil, Servios Partilhados dos Administrativos e de Gesto, SA; - Member of the Senior Board of Ascendi CONCESSES DE TRANSPORTES, SGPS, SA. Positions held at other companies outside the Mota-Engil Group - Member of the Senior Board of Banco de Investimento Global (BIG); - Chairman of the board of the General Meeting of Sociedade das guas da Cria; - Chairman of the board of the General Meeting of APDC - Associao Portuguesa para o Desenvolvimento das Comunicaes. Gonalo Nuno Gomes de Andrade Moura Martins (Deputy-chairman) Positions held at other companies of the Mota-Engil Group - Chairman of the Board of Directors of MOTA-ENGIL, AMBIENTE E SERVIOS, SGPS, SA; - Chairman of the Board of Directors of MOTA-ENGIL II, GESTO, AMBIENTE, ENERGIA E CONCESSES DE SERVIOS, SA - Chairman of the Board of Directors of TERNOR SOCIEDADE DE EXPLORAO DE TERMINAIS, SA - Chairman of the Board of Directors of TERTIR CONCESSES PORTURIAS, SGPS, SA - Chairman of the Board of Directors of Ascendi Group, SGPS, SA - Chairman of the Board of Directors of ASCENDI NORTE, SA - Chairman of the Board of Directors of ASCENDI BEIRAS LITORAL E ALTA, AUTO ESTRADAS DAS BEIRAS LITORAL E ALTA, SA - Chairman of the Board of Directors of ASCENDI COSTA DE PRATA, A UTO ESTRADAS DA COSTA DE P RATA, SA - Chairman of the Board of Directors of ASCENDI GRANDE PORTO - AUTO ESTRADAS DO GRANDE PORTO, SA - Chairman of the Board of Directors of ASCENDI GRANDE LISBOA, AUTO ESTRADAS DA GRANDE LISBOA, SA - Chairman of the Board of Directors of ASCENDI DOURO - ESTRADAS DO DOURO INTERIOR, SA - Chairman of the Board of Directors of ASCENDI OPERADORA NT - OPERAO E MANUTENO RODOVIRIA, SA - Chairman of the Board of Directors of ASCENDI OPERADORA BLA - O PERAO E MANUTENO RODOVIRIA, SA - Chairman of the Board of Directors of ASCENDI OPERADORA CP, OPERAO E MANUTENO RODOVIRIA, SA - Chairman of the Board of Directors of ASCENDI OPERADORA CP, OPERAO E MANUTENO RODOVIRIA, SA - Chairman of the Board of Directors of ASCENDI OPERADORA GL - OPERAO E MANUTENO RODOVIRIA, SA - Chairman of the Board of Directors of ASCENDI OPERADORA DI, OPERAO E MANUTENO RODOVIRIA, SA - Chairman of the Board of Directors of ASCENDI, CONCESSES DE TRANSPORTES, SGPS, SA - Chairman of the Board of Directors of ASCENDI, SERVIOS DE ASSESSORIA, GESTO E OPERAO, SA - Chairman of the Board of Directors of ASCENDI O&M, SA - Chairman of the Board of Directors of TERGEP,SGPS,SA - Chairman of the Board of Directors of GT- INVESTIMENTOS INTERNACIONAIS ,SGPS,SA - Member of the Board of Directors of EMSA - EMPREENDIMENTOS E EXPLORAO DE ESTACIONAMENTOS, SA - Member of the Board of Directors of COPEXA - CONCESIONARIA A UTOPISTA PEROTE-XALAPA, SA DE C.V. (Mxico) - Member of the Board of Directors of LUSOPONTE CONCESSIONRIA PARA A TRAVESSIA DO TEJO SA - Member of the Board of Directors of GESTIPONTE OPERAO E MANUTENO DAS TRAVESSIAS DO TEJO, SA - Member of the Board of Directors of LOGZ ATLANTIC HUB, SA - Chairman of the board of the General Meeting of MULTITERMINAL SOCIEDADE DE ESTIVA E T RFEGO, SA - Chairman of the board of the General Meeting of LOKEMARK - SOLUES DE MARKETING, SA - Member of the Remuneration Committee of TAKARGO TRANSPORTE DE MERCADORIAS, SA - Member of the Remuneration Committee of E.A.MOREIRA AGENTES DE NAVEGAO, SA - Member of the Remuneration Committee of LISCONT OPERADORES DE C ONTENTORES, SA - Member of the Remuneration Committee of TRANSITEX TRANSITOS DA EXTREMADURA, SA - Member of the Remuneration Committee of MULTITERMINAL SOCIEDADE DE ESTIVA E TRAFEGO,SA - Member of the Remuneration Committee of SADOPORT- TERMINAL MARTIMO DO SADO,SA - Member of the Remuneration Committee of SLPP- SERVIOS LOGISTICOS DE PORTOS PORTUGUESES,SA - Member of the Remuneration Committee of SOL S INTERNACIONAL, TECNOLOGIAS DE INFORMAO,SA - Member of General Board of ASTERIUM, ACE - Member of the Senior Board of SUMA - Member of the Senior Board of TERTIR TERMINAIS DE PORTUGAL, SA - Member of Supervisory Board of INDAQUA INDSTRIA DE GESTO DE GUAS, SA Positions held at other companies outside the Mota-Engil Group - Director of COGERA - Sociedade de Produo de Energia por Cogerao, Lda. - Director of COVELAS Energia, Lda Arnaldo Jos Nunes da Costa Figueiredo (Deputy-chairman) Positions held at other companies of the Mota-Engil Group - Non-executive Director of Martifer, SGPS, SA; - Chairman of the Board of Directors of Mota-Engil, Indstria e Inovao, SGPS, SA; - Member of the Senior Board of Ascendi Concesses de Transportes, SGPS, S.A..
156
Arnaldo Jos Nunes da Costa Figueiredo (Deputy-chairman) Positions held at other companies outside the Mota-Engil Group - He does not perform duties outside the Mota-Engil Group Maria Manuela Queirs Vasconcelos Mota dos Santos (Director) Positions held at other companies of the Mota-Engil Group - Director of EDIFCIOS GALIZA SOCIEDADE IMOBILIRIA, LDA. - Member of the Board of Directors of EMPRESA AGRCOLA FLORESTAL PORTUGUESA, SA - Member of the Remuneration Committee of E.A. MOREIRA AGENTES DE NAVEGAO, SA - Member of the Remuneration Committee of INDAQUA INDSTRIA E GESTO DE GUAS, SA - Member of the Remuneration Committee of LISCONT OPERADORES DE C ONTENTORES, SA - Member of the Remuneration Committee of LOKEMARK SOLUES DE MARKETING, SA - Member of the Remuneration Committee of MARTIFER, SGPS, SA - Member of the Remuneration Committee of MESP MOTA-ENGIL, SERVIOS PARTILHADOS, ADMINISTRATIVOS E DE GESTO, SA - Member of the Remuneration Committee of MOTA-ENGIL II, GESTO, AMBIENTE, ENERGIA E CONCESSES DE SERVIOS, SA - Member of the Remuneration Committee of NORTEDOMUS SOCIEDADE I MOBILIRIA, SA; - Member of the Remuneration Committee of TAKARGO T RANSPORTE DE MERCADORIAS, SA - Member of the Remuneration Committee of TERTIR CONCESSES PORTURIAS, SGPS, SA - Member of the Remuneration Committee of TERTIR TERMINAIS DE PORTUGAL, SA - Member of the Remuneration Committee of TRATOFOZ SOCIEDADE DE SOCIEDADE DE TRATAMENTO DE RESDUOS, SA - Member of the Remuneration Committee of TRANSITEX- TRANSITOS DA EXTREMADURA,SA - Member of the Remuneration Committee of AREAGOLF GESTO CONSTRUO E MANUTENOD E CAMPOS DE GOLF, SA - Member of the Remuneration Committee of AURIMOVE SOCIEDADE IMOBILIRIA, SA - Member of the Remuneration Committee of MOTA ENGIL ENERGIA,SA - Member of the Remuneration Committee of MOTA-ENGIL INDUSTRIA E INOVAO , SGPS, SA - Member of the Remuneration Committee of PLANINOVA SOCIEDADE IMBILIRIA, SA - Member of the Remuneration Committee of RTA RIO TMEGA, TURISMO E RECREIO, SA - Member of the Remuneration Committee of SGA SOCIEDADE DE GOLF DE AMARANTE, SA - Member of the Remuneration Committee of MANVIA MANUTENO E EXPLORAO DE INSTALAES E CONSTRUES, SA - Member of the Remuneration Committee of MOTA-ENGIL AMBIENTE E SERVIOS, SGPS, SA Positions held at other companies outside the Mota-Engil Group - Chairman of the Board of Directors of Algosi Gesto de Participaes Sociais SGPS, SA - Chairman of the Board of Directors of Antnio de Lago Cerqueira, SA - Director of Casal Agrcola de Parada, Lda. - Director of Ladrio - Sociedade de Construo, Lda. - Director of Serra Lisa Sociedade de Empreendimentos Imobilirios, Lda. - Director of Sociedade Agrcola Moura Basto, Lda. - Director of Cermica de Boialvo, Lda. - Director of Mineira do Jarmelo, Lda. - Director of Mineira de Pensalvos, Lda. - Director of Socomagra, Lda - Member of the Board of Directors of FM Sociedade de Controlo, SGPS, SA - Member of the Board of Directors of Mota Gesto e Participaes Sociedade Gestora de Participaes Sociais, SA - Member of the Board of Directors of Agrimota Sociedade Agrcola e Florestal, SA - Member of the Remuneration Committee of Antnio de Lago Cerqueira, SA - Member of the Board of Directors of Empresa Agrcola Florestal Portuguesa, SA - Member of the Board of Trustees and the Board of Directors of Manuela Antnio da Mota Foundation Maria Teresa Queirs Vasconcelos Mota Neves da Costa (Director) Positions held at other companies of the Mota-Engil Group - Member of the Remuneration Committee of EMSA EMPREENDIMENTOS E EXPLORAO DE ESTACIONAMENTOS, SA - Member of the Remuneration Committee of FERROVIAS E CONSTRUO, SA - Member of the Remuneration Committee of LISCONT OPERADORES DE C ONTENTORES, SA - Member of the Remuneration Committee of MESP MOTA-ENGIL, SERVIOS PARTILHADOS, ADMINISTRATIVOS E DE GESTO, SA - Member of the Remuneration Committee of MOTA-ENGIL, ENGENHARIA E C ONSTRUO, SA - Member of the Remuneration Committee of MOTA-ENGIL, SGPS, SA - Member of the Remuneration Committee of SEDENGIL SOCIEDADE IMOBILIRIA, SA - Member of the Remuneration Committee of TRANSITEX TRNSITOS DE EXTREMADURA,, SA - Member of the Remuneration Committee of TRATOFOZ SOCIEDADE DE TRATAMENTO DE RESDUOS, SA - Member of the Remuneration Committee of VIBEIRAS SOCIEDADE COMERCIAL DE PLANTAS, SA - Member of the Remuneration Committee of SADOPORT TERMINAL MARTIMO DO SADO, SA - Member of the Remuneration Committee of SLPP SERVIOS LOGSTICOS DE PORTOS PORTUGUESES, SA Positions held at other companies outside the Mota-Engil Group - Deputy-Chairman of Board of Directors of FM Sociedade de Controlo, SGPS, SA - Member of the Board of Directors of Antnio de Lago Cerqueira, SA - Member of the Board of Directors of Mota Gesto e Participaes, Sociedade Gestora de Participaes Sociais, SA - Member of the Board of Directors of Supermercados Navarras, SA - Director of Edifcios Galiza Sociedade Imobiliria, Lda.
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Maria Teresa Queirs Vasconcelos Mota Neves da Costa (Director) - Director of Imobiliria Toca do Lobo, Lda. - Director of Matiprel Materiais Pr-Fabricados, Lda. - Director of Sociedade Agrcola Moura Basto, Lda. - Director of Casal Agrcola de Parada, Lda.; - Director of Mineira de Pensalvos, Lda. - Director of Mineira do Jarmelo, Lda; - Member of the Board of Trustees of Manuela Antnio da Mota Foundation Maria Paula Queirs Vasconcelos Mota de Meireles (Director) Positions held at other companies of the Mota-Engil Group - Chairman of the Board of Directors of RTA Rio Tmega, Turismo e Recreio, SA - Chairman of the Board of Directors of SGA Sociedade do Golfe de Amarante, SA - Director of Edifcios Galiza Sociedade Imobiliria, Lda. - Director of Largo do Pao Investimentos Tursticos e Imobilirios, Lda. - Director of Matiprel Materiais Pr-Fabricados, Lda. - Chairman of the board of the General Meeting of EMSA EMPREENDIMENTOS E EXPLORAO DE ESTACIONAMENTOS, SA - Member of the Remuneration Committee of MOTA-ENGIL II, GESTO, AMBIENTE, ENERGIA E CONCESSES DE SERVIOS, SA - Member of the Remuneration Committee of RTA RIO TMEGA, T URISMO E RECREIO, SA - Member of the Remuneration Committee of SGA SOCIEDADE DO GOLFE DE AMARANTE, SA. Positions held at other companies outside the Mota-Engil Group - Deputy-Chariman of the Board of Directors of Algosi Gesto de Participaes Sociais, SGPS, SA - Member of the Board of Directors of Antnio de Lago Cerqueira, SA - Member of the Board of Directors of FM Sociedade de Controlo, SGPS, SA - Member of the Board of Directors of Mota Gesto e Participaes, Sociedade Gestora de Participaes Sociais, SA - Director of Casal Agrcola de Parada, Lda. - Director of Mineira de Pensalvos, Lda. - Director of Mineira do Jarmelo, Lda. - Director of Predimaro Sociedade de Construes, Lda. - Director of Sociedade Agrcola Moura Basto, Lda. - Director of Verotmega Sociedade Imobilirias, Lda. - Member of the Remuneration Committee of Antnio de Lago Cerqueira, SA. Ismael Antunes Hernandez Gaspar (Director) Positions held at other companies of the Mota-Engil Group - Chairman of the Board of Directors of MOTA-ENGIL, ENGENHARIA E CONSTRUO, SA - Chairman of the Board of Directors of MOTA-ENGIL CENTRAL EUROPE, SGPS, SA - Chairman of the Board of Directors of EMSA EMPREENDIMENTOS E EXPLORAO DE ESTACIONAMENTOS, SA - Chairman of the board of the General Meeting of SEDENGIL SOCIEDADE IMOBILIRIA, SA. Positions held at other companies outside the Mota-Engil Group - Member of the Board of Auditors of FUNDCIC Fund for the Development of Construction Sciences; - Participation member of the Incorporating Committee of the OFP Portuguese Railway Organisation; - Mota Engil, Engenharia e Construo, SA representative at AECOPS - Civil Construction & Public Works Companies Association, involved in the preparation of industry polls; - Mota Engil, Engenharia e Construo, SA representative at CCAP American Chamber of Commerce in Portugal; - Mota Engil, Engenharia e Construo, SA, representative at CCLH Luso-Hungarian Chamber of Commerce; Lus Manuel Ferreira Parreiro Gonalves (Director) Positions held at other companies of the Mota-Engil Group - Since January 5, 2009, he has not held positions at other companies of the Mota-Engil Group Positions held at other companies outside the Mota-Engil Group - He does not perform duties outside the Mota-Engil Group Jos Lus Catela Rangel de Lima (Director) Positions held at other companies of the Mota-Engil Group - Non-executive Director of LUSOPONTE CONCESSIONRIA PARA A TRAVESSIA DO TEJO SA Positions held at other companies outside the Mota-Engil Group - He does not perform duties outside the Mota-Engil Group Lus Filipe Cardoso da Silva (Director) Positions held at other companies of the Mota-Engil Group - Member of the Board of Directors of MESP, MOTA-ENGIL SERVIOS PARTILHADOS ADMINISTRATIVOS E DE GESTO SA;
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Lus Filipe Cardoso da Silva (Director) - Member of the Board of Directors of MESP Central Europe Sp. z.o.o.; - Member of the Board of Directors of Mota-Engil Brand Management B.V.; - Member of the General and Supervisory Board of Vortal - Comrcio Electrnico, Consultadoria e Multimdia, SA; - Member of Senior Board of Ascendi Group, SGPS, SA; - Member of the Board of Directors of Martifer, SGPS, SA Positions held at other companies outside the Mota-Engil Group - Member of the Board of Directors of Vallis, SGPS, SA Maria Isabel da Silva Ferreira Rodrigues Peres (Director) Positions held at other companies of the Mota-Engil Group - Member of the Board of Directors of MESP Mota-Engil Servios Partilhados, SA - Member of Human Resources Committee Mota-Engil SGPS, SA Positions held at other companies outside the Mota-Engil Group - Member of the Board of Directors of Fundao Manuel Antnio da Mota - Member of General Board of E.G.P.- Escola de Gesto do Porto, em representao da Mota-Engil SGPS, SA Lus Valente de Oliveira (Independent Director) Positions held at other companies of the Mota-Engil Group - He does not perform duties in other Mota-Engil Group company Positions held at other companies outside the Mota-Engil Group - Director of the Business Association of Portugal; - European co-ordinator of Auto-Estradas do Mar; - Director of the Luso-American Development Foundation (FLAD); - Member and chairman of the Audit and Risk Committee of Millennium bcp; - Chairman of the Board of Auditors of EFACEC; Antnio Bernardo Aranha da Gama Lobo Xavier (Independent Director) Positions held at other companies of the Mota-Engil Group - He does not perform duties in other Mota-Engil Group company. Positions held at other companies outside the Mota-Engil Group - Non-executive Director of Sonaecom, SGPS, SA; - Non-executive Director of Banco BPI, SA; - Member of the Board of Directors of EPM, SGPS, SA; - Member of the Board of Directors of the Serralves Foundation; - Member of the General Board of Pblico, SA; - Chairman of the board of the General Meeting of Banco Santander Consumer, SA; - Member of the Board of Auditors of the Belmiro de Azevedo Foundation; - Member of the Board of Directors of Dot One, SGPS, SA; - Chairman of the board of the General Meeting of Txtil Manuel Gonalves, SA. Antnio Manuel da Silva Vila Cova (Independent Director) Positions held at other companies of the Mota-Engil Group - He does not perform duties in other Mota-Engil Group company. Positions held at other companies outside the Mota-Engil Group - Member of the Supervisory Board of Banco Finantia
II.21 Identification of the members of the Board of Auditors, detailing whether the members comply with the incompatibility rules provided for in Article 414-A.1 and with the criterion of independence provided for in Article 414.5, both of the Companies Code. For the purpose the Board of Auditors performs its self-assessment.
Member Alberto Joo Coraceiro de Castro Jos Rodrigues de Jesus (ROC)
Imcompatibility Criteria Complied Complied
Independence Criteria
Complied Complied
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Member Pedro Manuel Seara Cardoso Perez
Imcompatibility Criteria Complied
Independence Criteria
Complied
The Board of Auditors meets with the official auditor and with the external auditor the frequency considered adequate, monitoring the audit performed and checking its independence. Decisions regarding the choice of these service providers and their remuneration are the responsibility of the Board of Directors, at the prior proposal of the Board of Auditors. The annual activity report issued by the Board of Auditors is published together with the Annual Report and Accounts, available on the MOTA-ENGIL Internet site. Any constraints encountered by the Board of Auditors within the scope of its activity during the year are communicated in its report. Although the Board of Auditors is the prime interlocutor in the relations with the official auditor and with the external auditor and is the first addressee of the reports they draw up, the Board of Directors takes cognisance of these tasks through several joint meetings between the Board of Auditors and a member of the Board of Directors with the official and external auditors. The Board of Auditors assesses the External Auditor on an ongoing basis. The members of the Board of Auditors, particularly its Chairman, are informed of the meetings of the Board of Directors, which they regularly attend, allowing them to monitor the overall business of the GROUP. II.22 Professional qualifications of the members of the board of directors, indication of their professional activities during at least the past five years, number of shares they hold in the company, date of their first appointment and date of conclusion of their term of office.
Alberto Joo Coraceiro de Castro (Chairman) Professional Qualifications - Degree in Economics, University of Porto Faculty of Economics; - Doctorate in Economics, University of South Carolina; Professional career during the past five years - Lecturer at Universidade Catlica Portuguesa (Porto); - Deputy-chairman of the General and Supervisory Board of EDP (since 2006); - Chairman of the Board of Auditors of Unicer (since 2007); - Customer Ombudsman of the Port of Leixes; -Chairman of the Board of Directors of Ciencinvest Valorizao Econmica da Cincia, SA (2005-2008) - Non-executive director of Douro Azul, SA (up to 2008). N of shares as at 31/12/2010 2,200 shares 1st Appointment March 30, 2007 End of Term of Office December 31, 2010 Jos Rodrigues de Jesus (Full Member) Professional Qualifications - Degree in Economics, University of Porto Faculty of Economics. - Official Auditor (ROC) Professional career during the past five years - University lecturer; - Official Auditor N of shares as at 31/12/2010 Held no shares in Mota-Engil, SGPS, SA
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Jos Rodrigues de Jesus (Full Member) 1st Appointment March 30, 2007 End of Term of Office December 31, 2010 Pedro Manuel Seara Cardoso Perez (Full Member) Professional Qualifications - Degree in Economics, University of Porto Faculty of Economics. Professional career during the past five years - Managing director of Gedafe, Gabinete de Gesto Administrativa, Lda. - Member of the Board of Auditors of Tertir Terminais de Portugal, SA; (March 2007 to August 2008); - Secretary of the board of the General Meeting of BRM, SGPS, SA. N of shares as at 31/12/2010 Held no shares in Mota-Engil, SGPS, SA 1st Appointment March 30, 2007, in the capacity of alternate member, September 23, 2010, as full member. End of Term of Office December 31, 2010
II.23 Positions held at other companies by members of the Board of Auditors, detailing those held in other companies of the same group.
Alberto Joo Coraceiro de Castro (Chairman) Positions held at other companies of the Mota-Engil Group He does not perform duties at other companies of the Mota-Engil Group Positions held at other companies outside the Mota-Engil Group - Deputy-chairman of the General and Supervisory Board of EDP (since 2006); - Chairman of the Board of Auditors of Unicer (since 2007); - Customer Ombudsman of the Port of Leixes
.
Jos Rodrigues de Jesus (Full Member) Positions held at other companies of the Mota-Engil Group He does not perform duties at other companies of the Mota-Engil Group. Positions held at other companies outside the Mota-Engil Group - Statutory auditor of the following companies: Ambar Ideias no Papel, SA, Calfor - Indstrias Metlicas, SA, Quinta de Roriz Vinhos, SA, Porto Vivo, SRU Sociedade de Reabilitao Urbana da Baixa Portuense, SA, Edemi Gardens Promoo Imobiliria, SA, Quintas & Quintas Offshore, Sistemas de Amarrao, SA, Farmcia Ribeiro, SA, Camilo dos Santos Mota, SA, Imoagueda, SGPS, SA; member of the Board of Auditors, though without the standing of Official Auditor of Finibanco Holding, SGPS, SA, Finibanco, SA, Millenniumbcp Fortis Grupo Segurador, SGPS, SA, and Grmen Moagem de Cereais, SA, and secretary of the board of the General Meeting of Millenniumbcp Gesto Fundos Investimento, SA Pedro Manuel Seara Cardoso Perez (Full Member) Positions held at other companies of the Mota-Engil Group He does not perform duties at other companies of the Mota-Engil Group. Positions held at other companies outside the Mota-Engil Group He does not perform duties at other companies of the Mota-Engil Group.
II.24 Reference to the fact that the Board of Auditors performs and annual assessment of the external auditor and of the possibility of proposing the dismissal of the auditor with due cause to the general meeting. The Board of Auditors performs an annual assessment of the external auditor and is responsible for monitoring its qualifications and its independence. The law and the articles of association assign no competence to the General Meeting to appoint the external auditor, and for this reason there is no possibility that the dismissal of the auditor with due cause can be proposed to the General Meeting. In any case, to date, the Mota-Engil Board of Auditors has
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seen no reason to consider taking measures to dismiss with due cause an entity that has performed duties as the company's external auditor. II.25 Identification of the members of the general and supervisory board and of other committees set up under it for the purpose of assessment of the individual and overall performance of the executive directors, reflection as the the governance system adopted by the company and identification of potential candidates for the post of director. Not applicable II.26 Identification of the members of the general and supervisory board comply with the incompatibility rules provided for on Article 414-A.1., including indent f) and the independence criterion of provided in Article 414.5 both of the Companies Code. Not applicable II.27 Professional qualifications of the members of the general and supervisory board and of other committees set up within it, indication of their professional activities during at least the past five years, number of shares they hold in the company, date of their first appointment and date of conclusion of their term of office. Not applicable II.28 Duties that members of the general and supervisory board and of other committees set up within it perform at other companies of the same group. Not applicable II.29 Description of the remuneration policy, including, in particular, that of the managers in the acceptation of Article 248-B.3 of the Securities Code, and of other workers whose professional activity could have a relevant impact in the company's risk profile and whose remuneration includes a major variable component. The remuneration policy applicable to Mota-Engil managers in the acceptation of Article 248.3 of the Securities Code is detailed in the declaration of this matter submitted by the Board of Directors to the General Meeting for appraisal. At Mota-Engil there are no other workers whose professional activity could have a relevant impact on the company's risk profile and whose remuneration contains a major variable component. II.30 Description of the remuneration policy of the management and supervisory bodies to which Article 2 of Act 28/2009 of July 19 refers. As stipulated in the Article 2 of Act 28/2009 of July 19 a declaration is submitted for appraisal to the General Meeting in respect of the remuneration policy of the members of the respective management and supervisory bodies. The present remuneration policy at MOTA-ENGIL, SGPS,SA as approved at the preceding general meeting, seeks to promote, a medium and long-term standpoint, the alignment of the interests of the directors with those of the company. It is primarily based on a fixed remuneration, with a variable component in the light of the results of the business and of the company's economic and financial situation. The general principles to be observed in fixing remuneration as essentially the following: a) Duties performed Consideration must be given to the duties performed by each, in the widest sense of the activity that is actually undertaken, and to the inherent responsibilities, and not just in the formal sense. All directors will not be in the same position, nor will all the executive directors, and neither will the members of the board of auditors on occasion. The
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reflection on the duties must be performed in its widest sense, and criteria must be taken into account as diverse as dedication or value added for the company, the time dedicated or the value added for the company resulting from a certain type of intervention or institutional representation. Likewise, this reflection must include consideration of the existence of duties performed at other controlled companies, which means, on the one hand, an increase of responsibilities and, on the other, a cumulative source of income. b) the company's economic situation Consideration has to be given to the company's economic situation, as well as to the company's interests from a long-term standpoint to the real growth of the company and creation of equityholder value. c) General market conditions for similar situations The definition of any remuneration must take into account the law of supply and demand, and corporate officers are no exception. Only due regard for market practices can retain professionals whose performance is appropriate to the complexity of the duties and responsibilities. The remuneration must be aligned with the market and be stimulating, acting as the means to achieve high individual and collective performance, safeguarding not only the interests of the individual but essentially those of the company and the creation of value for its equityholders. The specific remuneration-policy options that we have submitted and approved at as follows: - The remuneration of the executive members and of the non-executive non-independent members of the Board of Directors shall comprise a fixed part and a variable part; - The remuneration of the non-executive independent members of the Board of Directors, of the members of the Board of Auditors and of the members of the Board of the General Meeting shall comprise solely a fixed part; - The fixed part of the remuneration of the members of the Board of Directors having executive duties as well as that of the non-executive non-independent members shall consist of a monthly sum payable fourteen times a year; - The monthly amount of the fixed part of the remuneration of the members of the Board of Directors shall be fixed for all those who are members of the Executive Committee and for those who, despite not belonging to this committee, are not considered independent; - A predetermined amount shall be fixed for each attendance at meetings of the Board of Directors for those members who are considered independent and have essentially non-executive duties; - The fixed remuneration of the members of the Board of Auditors and of the Board of the General Meeting shall all comprise a fixed sum payable twelve times a year; - The process of allocation of variable remuneration to the executive members of the Board of Directors shall follow the criteria proposed by the Remuneration Committee, taking into account the assessment of their performance, their position in the hierarchy, the company's long-term performance criteria and the real growth of the company and of the selected performance variables; - In fixing all remuneration, including also the distribution of the total amount of the variable remuneration of the members of the Board of Directors, the foregoing general principles shall be observed: duties performed, situation of the company and market criteria. With regard to the groups of companies whose recommended policies and practices were used as the element of comparison in fixing the remuneration, the Remuneration Committee takes into consideration, to the extent of the information that can be accessed, all Portuguese companies of an equivalent size, particularly those listed on the PSI20, and also companies of other international markets having characteristics equivalent to those of the Mota-Engil Group. The Remuneration Committee has not established any agreements as to payments by Mota-Engil in respect of dismissal or termination of duties as directors by mutual agreement.
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II.31 Indication of the annual amount of the remuneration earned individually by the members of the management and supervisory boards, including fixed and variable remuneration and, in respect of the latter, indication of the various components giving rise thereto, the part that is deferred and the part already paid.
Variable Component Members Company Fixed Component Profit Sharing Other Bonuses Attendance Fees Total
Board of Directors Antnio Manuel Queirs V. da Mota Jorge Paulo Sacadura de Almeida Coelho Arnaldo Jos Nunes da Costa Figueiredo Gonalo Nuno Gomes de A. Moura Martins Maria Manuela Q. V. Mota dos Santos Maria Teresa Q. V. Mota Neves da Costa Maria Paula Queirs V. Mota de Meireles Ismael Antunes Hernandez Gaspar Lus Manuel Ferreira Parreiro Gonalves Lus Filipe Cardoso da Silva Maria Isabel da Silva F. Rodrigues Peres Jos Lus Catela Rangel de Lima Lus Valente de Oliveira Antnio Bernardo A. da Gama Lobo Xavier Antnio Manuel da Silva Vila Cova Mota-Engil SGPS Mota-Engil SGPS Mota-Engil SGPS Mota-Engil A&S, SGPS Mota-Engil SGPS Mota-Engil SGPS Mota-Engil SGPS Mota-Engil E&C SA Mota-Engil SGPS Mota-Engil SGPS Mota-Engil SGPS Mota-Engil SGPS Mota-Engil SGPS Mota-Engil SGPS Mota-Engil SGPS 500,000 500,000 310,000 300,000 275,000 275,000 275,000 310,000 300,000 195,000 175,500 150,000 102,250 200,000 130,000 139,825 30,000 30,000 30,000 130,000 102,180 2,100 2,825 3,282 74,420 72,890 79,055 3,336 35,000 35,000 39,500 605,075 700,000 443,282 439,825 379,420 377,890 384,055 443,336 402,180 195,000 175,500 152,100 35,000 35,000 39,500 4,807,163 Board of Auditors Alberto Joo Coraceiro de Castro Jos Rodrigues de Jesus Manuel Teixeira Mendes
(1) (1)
Mota-Engil SGPS Mota-Engil SGPS Mota-Engil SGPS Mota-Engil SGPS
30,000 30,000 6,000 1,650
30,000 30,000 6,000 1,650 67,650
Pedro Manuel Seara Cardoso Perez
(1)
In the wake of the resignation tendered by the former full member (Manuel Teixeira Mendes) on September 21, 2010 and under Article 415.4 of the Companies Code, Pedro Manuel Seara Cardoso Perez, till then alternate member of the Board of Auditors, was co-opted as a full member thereof until the next general meeting.
There are no stock-option plans or rights to acquire options on shares or any other incentives system involving shares. The criteria relating to the variable component of the remuneration of the management bodies are those set out in the remuneration policy described in point II.18. Information on the link between the remuneration and the performance of the management bodies is set out in the remuneration policy described in point II.30. Information on the main parameters and grounds of any annual bonus system set out in the remuneration policy described in point II.30. There are no other non-pecuniary benefits.
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During 2010 an indemnity was paid the sum of 880,000.
to former director Eduardo Jorge de Almeida Rocha on termination of office, in
No other amounts were paid for any reason whatsoever to other companies in a controlling of group relationship. Some directors (founder-equityholders) benefit from a defined-benefit pension plan, which allows the beneficiaries to obtain a pension of 80% of the salary earned on retirement. It should be mentioned that this plan was in force prior to the admission to listing of Mota-Engil, SGPS, SA, on the stock market. In accordance with Note 32 of the Notes to the consolidated accounts as at December 31, 2010 & 2009, liabilities for pensioners and liabilities for personnel in service, as well as the respective cover, are as follows:
2010 L i abi L i abi Pr ov i % of l i t i e s t o pe ns i one r s l i t i e s t o pe r s onne l i n s e r v i c e s i ons s e t as i de ( Not e 29. c ove r 1 , 458, 253 7, 478, 245 8, 936, 770 1 00% 2009 re st at e d 1 , 698, 852 8, 557, 363 1 0, 256, 21 4 1 00% 2009 1 , 698, 852 8, 557, 363 1 0, 256, 21 4 1 00%
The variation during the period is underpinned by an actuarial report ordered for the purpose and is essentially due to the following alterations to the assumptions: (i) the rate of return of the fund increased from 4% to 4.5% in that the rates of return now expected for the long term used in the pension-fund market, also at the recommendation of the international accounting standards, are around 5%; (ii) this also applies to the pension-update rate, though this has increased only from 3% to 4% (as there is no funding vehicle for these liabilities, the recommendation is that it be kept at 4%); (iii) the wage growth rate fell from 3% to 2% since the wage-history used in the actuarial valuation has grown by less than 3%. Liabilities for definedusing the actuarial and financial assumptions best suited to the plan in question. II.32 Information as to the way in which the remuneration is so structured as to allow an alignment of the interests of the members of the management body with the company's long-term interests, as well as as to the way it is based on the appraisal of the performance and discourages excessive risk-taking. Even though no formal mechanism exists to align the interests of the members of the management body with the company's long-term interests, particularly through deferral of the variable remuneration, the Remuneration Committee endeavours to so structure the remuneration of the members of the management body as to allow the medium and long-term alignment with the company's interests. II.33 With regard to the remuneration of executive directors: a) Reference to the fact that the remuneration of the executive directors includes a variable component and information on the way in which this component is dependent on performance assessment. The remuneration policy for the executive members of the company's Board of Directors involves a plan consisting of: (i) a fixed component defined in the light of the levels of responsibility of each executive director, reviewed annually, which includes the basic gross remuneration paid in respect of the period of one year; and (ii) a variable component paid the following year by way of performance bonus, taking into account the evolution of his performance based on criteria defined and reviewed annually by the Remuneration Committee, which considers the real growth of the company and the wealth actually created for the equityholders, its long-term sustainability and the risks assumed, as well as compliance with the rules applicable to the company's business. The variable component is allocated each year and the Remuneration Committee is charged with the constant monitoring and assessing of the performance of the directors, verifying the extent to which the proposed targets were
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actually met. b) Indication of the company's bodies competent to perform the evaluation of the performance of the executive directors. The evaluation of the performance of the Executive Directors is performed by the Remuneration Committee. c) Indication of predetermined criteria for the evaluation of the performance of the executive directors. The criteria established for the evaluation of the performance of the executive directors are general and are enshrined in the remuneration policy approved by the General Meeting, and there are no predetermined, objective criteria governing this matter. d) Explanation of the relative importance of the variable and fixed components of the director's remuneration, as well as indication of the maximum limits for each component. The variable components of the remuneration of the executive directors takes into account the company's performance in the short and medium term, as well as the benchmarking in comparison with other companies of similar size in similar business. Although the articles of association fix the variable remuneration of the Board of Directors only in general terms, which cannot exceed five per cent of the year's profit, the Remuneration Committee considers that the variable component attributed to the members of the Executive Committee have been reasonable, taken as a whole, in relation to the fixed component of the remuneration. e) Indication of the deferral of payment of the variable component of the remuneration, stating the period of deferral. There is no deferral of the payment of the said variable remuneration. f) Explanation of the way in which the variable remuneration is subject to continuity of the company's good performance over the period of deferral. Not applicable, without prejudice to the comments set out in point II.32 g) Sufficient information on the criteria on which the attribution of variable remuneration in shares is based, as well as on the maintenance by executive directors of the shares in the company that they have accesses, on the close of any contracts relating to such shares, particularly hedging or risk-transfer contracts, their limits and their ration as a proportion of the total annual remuneration. The company neither has nor has planned any remuneration scheme involving the award of shares and/or any incentive scheme involving shares. h) Sufficient information on the criteria on which the attribution of variable remuneration in options is based and indication of the period of deferral and of the exercise price. The company neither has nor has planned any remuneration scheme involving the award of stock-option rights. i) Identification of the main parameters and grounds of any annual bonus scheme and of any other non-pecuniary benefits.
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The company has no annual bonus scheme or other non-pecuniary benefits. j) Remuneration paid in the form of profit sharing and/or payment of bonuses and the reason why such bonuses and/or profit sharing were granted. Remuneration paid in the form of profit sharing and/or payment of bonuses is detailed in point II.31 and is part of the variable component, by way of performance bonus, taking into account the evolution of the directors' performance in the light of the proposed objectives. l) Indemnities paid or owed to former executive directors in respect of termination of their duties during the year. During 2010 an indemnity was paid to former director Eduardo Jorge de Almeida Rocha on termination of office, in the sum of 880,000. m) Reference to the contractual limitation stipulated for the compensation payable for dismissal of a director without due cause and its relationship with the variable component of the remuneration. There are no contractual limits to the compensation payable for dismissals of a director without due cause other than as provided for by law. n) Amounts were paid for any reason whatsoever by other companies in a controlling of group relationship. During 2010 no sums were paid to executive directors (or to non-executive directors) of Mota-Engil by companies in a controlling or group relationship other than those divulged in point II.31. o) Description of the main characteristics of the complementary pension or early-retirement schemes for the directors, stating whether they were or were not subject to appraisal by the General Meeting. Some directors (founder-equityholders) benefit from a defined-benefit pension plan, which allows the beneficiaries to obtain a pension of 80% of the salary earned on retirement. It should be mentioned that this plan was in force prior to the admission to listing of Mota-Engil, SGPS, SA, on the stock market. p) Estimate of the value of relevant non-pecuniary benefits considered as remuneration not covered by the foregoing situations. The company does not assign any relevant non-pecuniary benefits by way of remuneration. q) Existence of mechanisms preventing the executive directors from closing contracts calling into question the reason for the variable remuneration. There is no mechanism preventing the executive directors from closing contracts calling into question the reason for the variable remuneration. Nevertheless, the Remuneration Committee always takes this factor into consideration in the criteria used to determine the variable remuneration II.34 Reference to the fact that the remuneration of non-executive directors does not include variable components. The remuneration of non-executive directors includes variable components. Mota-Engil's understanding is that, besides rewarding the long-term strategy undertaken by the entire Board of Directors, including the non-executive directors, this does not disparage their non-executive function.
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II.35 Information on the policy of communication of irregularities adopted by the company(means of communication, people entitled to receive the communications, treatment to be provided and indication of the persons and bodies able to access the information and their intervention in the procedure). on procedures to be adopted in the matter of communication Group through an internal service order. Through approval of these regulations, the Board of Directors of Mota-Engil, SGPS, SA, wished to encourage internal communication of irregular practices so as to prevent or repress irregularities, avoiding damages aggravated by ongoing irregular practices, while complying with the Securities Market Commission recommendations in this matter. The regulations consider that irregular practices are all acts and omissions, fraudulent or negligent, performed within the scope of the business of the companies of the Mota-Engil Group that could impact on the financial statements or on other areas, damaging the assets and the good name of the Group, namely violation of any law, rule or regulation, practice of fraud, abuse of authority, bad management, waste of funds, damage to the health and safety of the workers and damage to the environment. The Board of Auditors guarantees the confidentiality of the accusations and the anonymity of the author of communications of signs that irregularities have been committed, though the Mota-Engil, SGPS, SA, Board of Directors is kept informed. Where the signs of irregularities are communicated by workers of companies of the Mota-Engil Group the worker's rights cannot be affected by the fact. Persons falsely communicating irregular practices or communicating them in bad faith, as well as those infringing the duty of confidentiality may be subject to criminal proceedings and to disciplinary proceedings if they are Mota-Engil Group company employees. The procedural stages of the irregularities communications system, the responsibility of the Board of Auditors, are as follows: a) reception and registration; b) preliminary appraisal and assessment of the consistency of the communication received; c) investigation; d) final report, with communication to the chairman of the Board of Directors. The investigation process is undertaken by the Board of Auditors, assisted by the Investment, Audit and Risk Committee, which is competent to deal with matters not involving decisions. The Investment, Audit and Risk Committee may propose that external auditors or other specialists be hired to help in the investigation where the special nature of the matters in question so warrant. By January 31 each year the Board of Auditors evaluates the activity undertaken the previous year and proposes such alterations as it may deem necessary to the improvement and perfecting of the irregular-practice communication system. II.36 Identification of the members of committees set up for the purpose of assessment of the individual and overall performance of the executive directors, reflection as the the governance system adopted by the company and identification of potential candidates for the post of director. Within the scope of the management and supervisory bodies no committees have been set up having specific competence in these matters. II.37 Number of meetings of the committees set up having competence in the matter of management and supervision during the year in question, as well as reference to writing up of the minutes of such meetings. Not applicable in the light of the explanation provided in the preceding number.
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II.38 Reference to the fact that a member of the remuneration committee has knowledge and experience in the matter of remuneration policy. It is considered that, as a result of their curricula and professional careers (detailed in point II.18), the three members of the Remuneration Committee have knowledge and experience in the matter of remuneration policy. Additionally, as and where necessary, the Remuneration Committee is helped by in-house or external specialists to support their decisions in the matter of the remuneration policy. II.39 Reference to the independence of natural or corporate persons taken on for the remuneration committee under employment or provision of services contract related with regard to the board of directors, as well as, as and where applicable, to the fact that such persons have an actual relationship with the company's consultant. Antnio Manuel Queirs Vasconcelos da Mota (chairman and non-executive member of the Board of Directors) and Maria Teresa Queirs Vasconcelos Mota Neves da Costa (non-executive member of the board of directors ) are members of the Remuneration Committee, having been elected to the position by the General meeting at the proposal of the majority equityholder Mota Gesto e Participaes, SGPS, SA. Their participation in the Remuneration Committee corresponds solely to representation of the equityholder's interest, and they intervene in this capacity and not in that of members of the management body. To ensure their independence in the performance of these duties, these members do not take party in any discussion of adoption of resolutions in which there is or could be a conflict of interests, particularly with regard to fixing their own remuneration as members of the management body.
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III. Information
III.1 Issued capital structure, including indication of shares not admitted to trading, different categories of shares, rights and duties inherent therein and percentage of the issued capital represented by each category. The Mota-Engil, SGPS, SA, issued capital as at December 31, 2010, amounted to 204,635,695, fully paid up and represented by 204,635,695 ordinary bearer shares each of a par value of which, with the exception of treasury 1, shares, give entitlement to dividends. The whole of the shares that make up the issued capital are admitted to trading on Euronext Lisbon. III.2 Qualified holdings in the issuer's issued capital, calculated under Article 20 of the Securities Code.
Equityholders Mota Gesto e Participaes, SGPS, SA ALGOSI - Gesto de Participaes Sociais, SGPS, SA Antnio Manuel Queirs Vasconcelos da Mota Maria Manuela Queirs Vasconcelos Mota dos Santos Maria Teresa Queirs Vasconcelos Mota Neves da Costa Maria Paula Queirs Vasconcelos Mota de Meireles Maria Ins Fonseca Vasconcelos Mota S Attributable to FM Kendall II, SA Investment Opportunities, SA Banco Privado Portugus, SA Attributable to Privado Holding SGPS, SA QMC Development Capital Fund Plc Attributable to Nms 1 Agencia de Valores SA
(1)
N of Shares 80,406,957 30,538,198 5,017,647 3,665,066 3,736,836 3,943,051 33,775

(1)
% Issued Capital 39.29% 14.92% 2.45% 1.79% 1.83% 1.93% 0.02% 62.23% 4.63% 0.30% 0.13% 5.06% 2.05% 2.05%
Sociedade de Controlo, SGPS, SA
127,341,530 9,472,764 620,510 271,243 10,364,517 4,190,954 4,190,954
FM Sociedade de Controlo, SGPS, SA, is wholly owned by: Antnio Manuel Queirs Vasconcelos da Mota (38.23%); Maria Manuela Queirs Vasconcelos Mota dos Santos (20.59%); Maria Teresa Queirs Vasconcelos Mota Neves da Costa (20.59%) and Maria Paula Queirs Vasconcelos Mota de Meireles (20.59%).
III.3 Identification of equityholders having special rights and description of such rights. There are no equityholders or categories of equityholders having special rights. III.4 Possible restrictions to the transferability of the shares, such as clauses requiring consent for their disposal or limitations to the ownership of shares. There are no restrictions whatsoever to the transfer of shares in Mota-Engil, SGPS, SA, such as clauses requiring consent for their disposal or as to limitations to share ownership.
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III.5 Equityholders' agreements known to the company that could lead to restrictions in the matter of transfer of securities or voting rights. The company is not cognisant of any equityholders' agreements that could lead to restrictions in the matter of transfer of securities or voting rights III.6 Rules applicable to the alteration of the company's articles of association. There are no special rules governing the alteration of the articles of association other than those resulting from the general legislation provided for in the Companies Code. III.7 Control mechanisms provided for in any system of worker participation in the issued capital to the extent that they do not directly exercise voting rights. There are no mechanisms for worker participation in the Mota-Engil, SGPS, SA, issued capital III.8 Description of the evolution of the issuer's share prices, taking into account, in particular: a) the issue of shares or other securities that give entitlement to subscribe or acquire shares; b) the announcement of results; c) payment of dividends by category of shares, with indication of the net amount per share. The year under review was marked by the serious crisis within the bond markets of the euro area, reflecting concern as to sovereign foreign-debt default by its peripheral countries (Southern Europe and Ireland). This crisis was the main factor conditioning the evolution of the other markets in Europe. Particularly as from the second quarter of the year there was unheard-of selectivity within the euro area, with investors making a clear distinction between those countries that have accumulated foreign debt as a result of major budget deficits and those where domestic demand has overheated. During the third quarter, reacting to signs suggesting a fragile, though sustainable economy and to expectations that the North American Federal Reserve could recommence a policy of massive purchases of long-term financial instruments, injecting liquidity into the economy and allowing a reduction of long-term interest rates, the equity markets made a significant recovery. Nevertheless, this trend failed to eliminate uncertainties as to the ability of the Greek, Irish and, to a certain extent, Portuguese States to repay foreign public debt. Within the context of a new paradigm in which investors in equities were increasingly seen to be more sensitive to company indebtedness and affected also by the uncertainties in the construction industry in Portugal, mainly in the public works sector, the Mota-Engil shares, especially following the sharp rise in 2009 (68%), were severely penalised and fell 55.7% during the year, to a market capitalisation of 356.7 million. The annual performance of the shares was as follows:
1 s t Ha l f 201 0 Mot a - E ng i l PSI - 20 E URONE XT 1 00 s ha r e s - 46% - 1 7% - 9% 2nd Ha l f 201 0 - 1 0% 6% 1 0% T ot a l Pe r f or ma nc e 201 0 - 56% - 1 0% 1% 1 s t Ha l f 2009 37% 1 2% 0% 2nd Ha l f 2009 30% 21 % 26% T ot a l Pe r f or ma nc e 2009 68% 33% 25%
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The evolution of the share price is shown in the following chart:
Evolution of shares
DISCLOSURE OF 2009 ANNUAL RESULTS PAYMENT OF 2009 DIVIDEND DISCLOSURE OF Q1 10 RESULTS DISCLOSURE OF H1 10 RESULTS DISCLOSURE OF Q3 10 RESULTS
5.500
4.500
3.500
2.500
1.500
Jan/10 Jun/10 Aug/10 Sep/10 Nov/10 May/10
Dec/10 Jul/10
Mar/10
Feb/10
With the exception of own shares, all the shares that make up the Mota-Engil, SGPS, SA, issued capital give entitlement to dividends. On April 30, 2010, the 2009 dividend was placed at the disposal of equityholders in the net sum of 0.088 per share. No shares or other securities were issued during 2010 giving entitlement to subscription or acquisition of shares III.9 Description of the dividend distribution policy adopted by the company, identifying in particular the amount of the dividend per share paid during the past three years. The dividend policy adopted by the company consists of granting a dividend providing, in each fiscal year, a minimum payout ratio of 50% and a maximum of 75%, depending on the evaluation made by the Board of Directors of a number of factors over time, with the prime objective of providing an adequate remuneration of equityholder capital by this means. The net dividend per share over the past three years amounted to 11 cents of Euro. III.10 Description of the main characteristics of the stock option plans and of plans to grant options to acquire shares adopted or in force during the year in question, particularly justification for the adoption of the plan, category and number of addressees of the plan, conditions of attribution, non-saleability of shares clauses, criteria governing the price of the shares and the option exercise price, period during which the options may be exercised, characteristics of the shares to be attributed, existence of incentives for the acquisition of shares and/or for the exercise of options, and competence of the management body to execute of modify the plan. Indication: a) of the number of shares required to exercise options attributed and of the number of shares required to exercise exercisable options, as at the start and end of the year; b) of the number of options attributed, exercisable and extinguished during the year; c) of the appraisal by the general meeting of the characteristics of the plans adopted or in force during the year in question.
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Apr/10
Oct/10
At this time the company has no plans to attribute shares or stock option plans. III.11 Description of the main elements of deals and transaction carried out between, on the one hand, the company and, on the other, the members of its management and supervision bodies, holders of qualified holdings or companies in a controlling or group relationship, provided they are significant in economic terms for any of the parties involved, except those deals or transactions that, cumulatively, are undertaken at arm's length for similar transaction and are part of the company's day-to-day business. No significant deals or transactions were undertaken between the management and supervisory bodies or companies in a controlling or group relationship, except those deals carried out, which, as a part of the day-to-day business,
III.12 Description of the fundamental elements of the business and transactions undertaken between the company and owners of qualified holdings or with entities in any relationship with them under Article 20 of the Securities Code, other than at arm's length. No business or transactions significant in economic terms were undertaken between the company and owners of qualified holdings or with entities in any relationship with them under Article 20 of the Securities Code. III.13 Description of the procedures and criteria applicable to the intervention of the supervisory body for the purpose of prior assessment of transactions to be undertaken between the companies and owners of qualified holdings or with entities in any relationship with them under Article 20 of the Securities Code. Deals between the company and owners of qualified holdings or entities in any relationship therewith are appraised solely by the Executive Committee, on the basis of analysis and technical opinions issued by the Investment, Audit and Risk Committee (specialised committee). No procedures or criteria have been established in respect of intervention by the supervisory body. It should be mentioned, however, that transactions between directors of MotaEngil, or with companies in a controlling or group relationship with the one of which the contracting party is a director, regardless of their value, are subject to the prior authorisation of the relevant Board of Directors and to the favourable opinion of the respective supervisory body, under Article 397 of the Companies Code. III.14 Description of the statistical elements (number, average value and maximum value) in respect of transactions subject to prior intervention by the supervisory body. Not applicable III.15 Indication that the annual reports on the activity of the general and supervisory board, the financial matters committee, the board of auditors and the Board of Auditors, including an indication of any constraints encountered, are divulged via the company's Internet site in conjunction with the financial statements. The annual reports on the activity undertaken by the Board of Auditors ate subject to disclosure in the Company's Internet site (www.mota-engil.pt), in conjunction with the annual report and accounts. III.16 Reference to the existence of an Investor Support Office or other similar service, with mention of: a) the duties of the Office; b) the type of information provided by the office; c) the means of access to the Office; d) the company's Internet site; and e) the identity of the market relations representative. Mota-Engil, SGPS, SA, is in permanent contact with investors and analysts through the Market Relations Division, which provides up-to-date information that is both relevant and reliable, besides providing clarification regarding the business of the Group, with a view to improving their knowledge and understanding of the Group.
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The Market Relations Division, in articulation with the Group's Management Control, regularly organises presentations for the financial community, communications on quarterly, half-yearly and annual results, as well as release important information to the market as and where seen to be necessary to disclose or clarify any event that could influence the evolution of the price of the shares in Mota-Engil, SGPS, SA . Furthermore, when so requested, it provides clarification on the Group's activities, replying to questions placed by e-mail or by telephone. All the information divulged is available on the CMVM Internet page (www.cmvm.pt) and on the Mota-Engil (www.mota-engil.pt) Internet page. The representative of Market Relations Division is Luis Filipe Cardoso da Silva (CFO), whose contacts are: Lus Silva Edifcio Mota Rua do Rego Lameiro, N38 4300-454 Porto Tel: +351 225 190 300 Fax: +351 225 190 303 e-mail: [email protected] The person responsible for the Market Relations Division is Joo Vermelho, whose contacts are: Joo Vermelho Rua Mrio Dionsio n2 2796-957 Linda-a-Velha Tel: 351 214 158 200 Fax: +351 214 158 688 e-mail: [email protected] Any investor or analyst may also contact the company through its Market Relations Representative Lus Silva, by email addressed to [email protected]. III.17 Indication of the amount of annual remuneration paid to the auditor and to other natural or corporate persons belonging to the same network supported by the company and/or by corporate persons in a controlling or group relationship, and also details of the percentage in respect of the following services: a) legal audit of the accounts; b) other reliability assurance services; c) tax consultancy services; d) other services other than legal audit of the accounts If the auditor provides any of the services described in indents c) and d), a description shall be provided of the means of safeguarding the auditor's independence. For the purpose of this information, the network concept is the one stemming from the European Commission Recommendation C (2002) 1873 of May 16. During 2010, the annual remuneration paid by MOTA-ENGIL, SGPS, SA, and by other companies in a controlling or group relationship to the company's External Auditor (Deloitte & Associados, SROC, SA), including other entities belonging to the same network, amounted to 2,615,000, this payment having been broken down in respect of the provision of the following services:
Nature of the service Audit and legal review of the accounts Other reliability assurance services Tax consultancy Other services TOTAL Amount 909,000 422,000 130,000 1,157,000 2,615,000 % 35% 16% 5% 44% 100%
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support in Human Resources area ( 795,000) and to services rendered in IT systems ( 280,000). The tax consultancy services and other services are provided by specialists other than those involved in the audit process, and it its therefore considered that the auditor's independence is further heightened. In 2010, the fees paid by MOTA-ENGIL, in Portugal, to companies of the Deloitte network in Portugal account for less than 3% of Deloitte's total annual billing in Portugal. The External Auditor's quality system controls and monitors the potential risks of loss of independence or any conflicts of interest with MOTA-ENGIL. Additionally, a "Letter of Independence" is obtained from Deloitte in which it warrants compliance with the IFAC (International Federation of Accountants) international guidelines in the matter of auditor independence Additionally, the Board of Auditors receives each year, under Article 62B of DecreeLaw 487/99 of November 16,as amended by DecreeLaw 224/2008 of November 20), the auditor's declaration of independence, in which a description is provided of the services provided by it and by other entities of the same network, the respective fees paid and any threats to its independence, as well as measures to safeguard against them. All treats to the auditor's independence are assessed and discussed with it, as are the respective safeguard measures. Monitoring the activity of the External Auditor is undertaken by the Board of Auditors, which is also entrusted with proposing its election and appointment to the general meeting and with expressing an opinion in its independence and other relations with the Group. The Board of Auditors' internal regulations provide a procedure that subjects to its approval the services to be provided by the external auditor (including consultancy services), as well as its remuneration, and in this way, the committee is able to ensure that the conditions appropriate to the provision of the services are extant within the company. The Board of Auditors is also the company's interlocutor with the external auditor and the initial addressee of its reports. III.18 Reference to the external auditor's rotation period. Deloitte & Associados, SROC, SA, provides external auditing services to MOTA-ENGIL under provision of services contracts having a duration of 1 years as from 1992. In 2009, a new partner was appointed to orient or directly perform the said services (seven years after the previous replacement). MOTA-ENGIL has neither defined nor implemented any policy of rotation of the external auditor. The Board of Directors considers that replacement of the partner responsible for the audit services every seven years (mandatory by law and according with the best practices of Deloitte worldwide and Deloitte & Associados, SROC,SA) in conjunction with the powers assigned to the Board of Auditors is sufficient to ensure the independence of the external auditor. The maintenance of the auditor is based on the specific opinion of the supervisory body, expressly weighing the auditor's conditions of independence and the advantages and costs of his replacement.
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Annexes
Annexes
Declaration under Article 245.1(c) of the Securities Code Under Article 245.1 (c) of the Securities Code, the members of the Board of Directors declare that, to the full extent of their knowledge, the information contained in this report and accounts has been drawn up in accordance with international financial re of the assets and liabilities, of the financial situation and of the results of Mota-Engil, SGPS, SA, and of the companies included in the consolidation perimeter, and that this management report faithfully sets out the evolution of the business, of the performance and of the position of Mota-Engil, SGPS, SA, and of the companies included in the consolidation perimeter, and that it contains a description of the main risks and uncertainties with which they are confronted. Porto, March 14, 2011 Antnio Manuel Queirs Vasconcelos da Mota Chairman of the Board of Directors Jorge Paulo Sacadura de Almeida Coelho Deputy-chairman of the Board of Directors and Chief Executive Officer Arnaldo Jos Nunes da Costa Figueiredo Deputy-chairman of the Board of Directors and Member of the Executive Committee Gonalo Nuno Gomes de Andrade Moura Martins Deputy-chairman of the Board of Directors and Member of the Executive Committee Maria Manuela Queirs Vasconcelos Mota dos Santos Member of the Board of Directors Maria Teresa Queirs Vasconcelos Mota Neves da Costa Member of the Board of Directors Maria Paula Queirs Vasconcelos Mota de Meireles Member of the Board of Directors and Member of the Executive Committee Ismael Antunes Hernandez Gaspar Member of the Board of Directors and Member of the Executive Committee Lus Manuel Ferreira Parreiro Gonalves Member of the Board of Directors Jos Lus Catela Rangel de Lima Member of the Board of Directors Lus Filipe Cardoso da Silva Member of the Board of Directors and Chief Financial Officer
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Maria Isabel da Silva Ferreira Rodrigues Peres Member of the Board of Directors and Member of the Executive Committee Professor Lus Valente de Oliveira Non-executive and independent member of the Board of Directors Antnio Bernardo Aranha da Gama Lobo Xavier Non-executive and independent member of the Board of Directors Antnio Manuel da Silva Vila Cova Non-executive and independent member of the Board of Directors Articles 324.2 and 66.5(c) of the Companies Code Within the scope of the resolution adopted by the General Meeting in March 31, 2010, Mota-Engil SGPS, SA, acquired on the stock market 33,128 treasury shares during 2010, details of which are as follows:
Date N. shares Average price (Euro/share) 2.04 2.03 Value (Euro)
09/Jun/2010 10/Jun/2010
30,850 2,278
63,070.30 4,624.34
As at December 31, 2010, Mota-Engil SGPS, SA held 11,005,456 treasury shares representing 5.38% of its issued capital. Acquisitions of treasury shares during 2010 were carried out by the Group's board of directors which, in the belief that the capital market was undervaluing the Mota-Engil SGPS shares on those dates, decided to increase the treasury share portfolio that the Company already held, signalling to the capital market, by this means, too, the board of directors' confidence in the future of the Group. These acquisitions had due regard at all times for the legal limits and they were also communicated to the market to the extent required by the regulations and in keeping with the deadlines established by the capital market regulator (CMVM). Article 447 of the Companies Code and Article 14.7 of CMVM Regulation 5/2008 Disclosure of shares and other securities held by members of the Board of Directors and by managers, as well as by persons closely related to them under Article 248-B of the Securities Code, and of transactions thereon during the year. Annex to which Article 447 of the Companies Code and Article 14.7 of CMVM Regulation 5/2008 refers:
Holding shares in Managers / People closely related Date Amount Antnio Manuel Queirs Vasconcelos da Mota and spouse Opening balance 04-02-2010 05-02-2010 20-05-2010 12-11-2010 28-12-2010 29-12-2010 MOTA-ENGIL, SGPS, SA Price Buy / Sell Market / Off Market % ALGOSI, SGPS, SA Amount % MGP, SGPS, SA Amount % FM, SGPS, SA Amount %
4,624,617 85,823 14,177 100,000 37,500 30,000 22,270
2.26% 3.09 3.08 2.11 1.96 1.76 1.74 Buy Buy Buy Buy Buy Buy Market Market Market Market Market Market
1,666
16.7%
517,500
8.6%
19,115
38.2%
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Annexes
Holding shares in Managers / People closely related Date Amount 30-12-2010 Closing balance Maria Manuela Queirs Vasconcelos Mota dos Santos and spouse Closing balance Maria Teresa Queirs Vasconcelos Mota Neves da Costa and spouse Closing balance Maria Paula Queirs Vasconcelos Mota de Meireles and spouse Opening balance 06-12-2010 16-12-2010 23-12-2010 28-12-2010 29-12-2010 30-12-2010 Closing balance Maria Ins Fonseca Vasconcelos Mota S Closing balance Lus Filipe Cardoso da Silva Closing balance Gonalo Nuno Gomes de Andrade Moura Martins Closing balance Ismael Antunes Hernandez Gaspar Closing balance Jos Lus Catela Rangel de Lima Closing balance Alberto Joo Coraceiro de Castro Closing balance Algosi - Gesto de Participaes Sociais, SGPS, SA Opening balance F.M. - Sociedade de Controlo, SGPS, SA Closing balance Mota Gesto e Participaes, SGPS, SA Opening balance 05-02-2010 20-04-2010 21-04-2010 21-05-2010 30-07-2010 02-08-2010 05-08-2010 06-08-2010 09-09-2010 14-09-2010 27-09-2010 28-09-2010 30-09-2010 01-10-2010 04-10-2010 06-10-2010 07-10-2010 08-10-2010 11-10-2010 12-10-2010 13-10-2010 14-10-2010 27-10-2010 02-11-2010 05-11-2010 08-11-2010 09-11-2010 10-11-2010 11-11-2010 12-11-2010 230 4,914,617 3,665,066 3,736,836 3,913,051 5,000 5,000 5,000 5,000 5,000 5,000 3,943,051 33,775 12,500 12,435 1,000 1,000 2,200 30,538,198 75,695,252 81,612 54,040 33,213 32,509 20,000 1,714 2,000 -2,000 3,000 22,882 16,000 332,127 10,545 7,093 45,000 1,000 3,000 50,000 10,000 10,000 10,000 412,343 35,000 1,000 123,533 146,027 33,036 32,553 154,249 658,166 MOTA-ENGIL, SGPS, SA Price 1.72 Buy / Sell Buy Market / Off Market Market 2.40% 1.79% 1.83% 1.91% 1.84 1.87 1.78 1.76 1.75 1.74 Buy Buy Buy Buy Buy Buy Market Market Market Market Market Market 1.93% (*) (**) 0.02% 0.01% 0.01% 0.00% 0.00% 0.00% 14.92% 36.99% 2.98 3.14 3.03 2.06 2.16 2.21 2.25 2.21 2.20 2.27 2.13 2.10 2.12 2.13 2.10 2.12 2.12 2.13 2.13 2.13 2.12 2.11 2.11 2.14 2.09 2.03 2.02 2.02 1.97 1.97 Buy Buy Buy Buy Buy Buy Buy Sell Buy Buy Buy Buy Buy Buy Buy Buy Buy Buy Buy Buy Buy Buy Buy Buy Buy Buy Buy Buy Buy Buy Market Market Market Market Market Market Market Market Market Market Market Market Market Market Market Market Market Market Market Market Market Market Market Market Market Market Market Market Market Market 1,078 5,100 10.8% 51.0% 427,500 4,200,000 7.1% 70.0% 10,295 20.6% 1,666 1,078 1,078 1,078 16.7% 10.8% 10.8% 10.8% 517,500 427,500 427,500 427,500 8.6% 7.1% 7.1% 7.1% 19,115 10,295 10,295 10,295 38.2% 20.6% 20.6% 20.6% % ALGOSI, SGPS, SA Amount % MGP, SGPS, SA Amount % FM, SGPS, SA Amount %
179
Holding shares in Managers / People closely related Date Amount 15-11-2010 16-11-2010 17-11-2010 18-11-2010 19-11-2010 22-11-2010 23-11-2010 24-11-2010 25-11-2010 26-11-2010 29-11-2010 01-12-2010 02-12-2010 03-12-2010 06-12-2010 09-12-2010 10-12-2010 15-12-2010 16-12-2010 17-12-2010 20-12-2010 21-12-2010 22-12-2010 23-12-2010 24-12-2010 27-12-2010 28-12-2010 29-12-2010 30-12-2010 31-12-2010 MOTA-ENGIL, SGPS, SA Price Buy / Sell Market / Off Market % ALGOSI, SGPS, SA Amount % MGP, SGPS, SA Amount % FM, SGPS, SA Amount %
131,432 1.99 Buy Market 311,762 1.99 Buy Market 109,334 2.00 Buy Market 463,974 2.00 Buy Market 97,133 2.00 Buy Market 196,397 1.99 Buy Market 303,641 1.95 Buy Market 220,950 1.92 Buy Market 51,761 1.90 Buy Market 73,777 1.83 Buy Market 60,500 1.75 Buy Market 2,000 1.67 Buy Market 4,000 1.72 Buy Market 849 1.74 Buy Market 3,066 1.84 Buy Market 1,000 1.87 Buy Market 1,170 1.85 Buy Market 3,000 1.85 Buy Market 3,000 1.84 Buy Market 40,600 1.81 Buy Market 21,202 1.79 Buy Market 21,000 1.79 Buy Market 12,042 1.77 Buy Market 83,229 1.79 Buy Market 19,495 1.80 Buy Market 25,800 1.76 Buy Market 62,687 1.76 Buy Market 15,000 1.74 Buy Market 10,000 1.73 Buy Market 22,262 1.74 Buy Market Closing balance 80,406,957 39.29% (*) Became a member of the Board of Directors of Algosi Gesto de Participaes Sociais, SGPS, SA (**) Member of the Board of Directors of Mota-Engil SGPS, SA from 31/03/2010
5,100
51.0%
Article 448 of the Companies Code In compliance with Article 448.4 of the Companies Code, there follows a list of equityholders who, as of December 31, 2010, held at least 10%, 33% or 50% of the issued capital of Mota-Engil, SGPS, SA:
Equityholder N. of shares % issued capital
Mota Gesto e Participaes, SGPS, SA Algosi Gesto de Participaes Sociais, SGPS, SA (1)
80,406,957 30,538,198
Gesto de Participaes Sociais, SGPS, SA
39.29% 14.92%
(1) Mota Gesto e Participaes, SGPS, SA holds 51% of the issued capital of Algosi
During 2010 no shareholder relinquished its equityholdings as stated above. Decree-Law 411/91, of October 17 Under the terms and for the purposes of Article 21 of Decree-Law 411/91 of October 17, it is hereby declared that the Mota-Engil Group has no past-due debt to Social Security. Article 66.5(g) of the Companies Code The Mota-Engil Group has branches in the following countries:
180
Annexes
Company
Country
Angola Benin Cape Verde Chad Slovakia Spain Mota-Engil, Engenharia e Construo, SA USA Hungary Ireland Malawi Mozambique Poland Czech Republic Ferrovias e Construes, SA Algeria Hungary Companhia Portuguesa de Trabalhos Porturios e Construes, SA Mota-Engil, Ambiente e Servios, SGPS, SA MESP Central Europe Sp. z.o.o. Cape Verde Ireland Slovakia Hungary Czech Republic
Qualified holdings In compliance with Article 2.4 of CMVM Regulation 5/2008, there follows a list of holders of qualified holdings, stating the number of shares held and the corresponding percentage of voting rights, calculated in accordance with Article 20 of the Security Code, as at December 31, 2010:
Equityholder N. of shares % issued
Mota Gesto e Participaes, SGPS, SA Algosi Gesto de Participaes Sociais, SGPS, SA
80,406,957 30,538,198 4,914,617 3,665,066 3,736,836 3,943,051 33,775 127,238,500 9,472,764 620,510
39.29% 14.92% 2.40% 1.79% 1.83% 1.93% 0.02% 62.18% 4.63% 0.30%
Antnio Manuel Queirs Vasconcelos da Mota Maria Manuela Queirs Vasconcelos Mota dos Santos Maria Teresa Queirs Vasconcelos Mota Neves da Costa Maria Paula Queirs Vasconcelos Mota de Meireles Maria Ins Fonseca Vasconcelos Mota S Attributable to F.M. - Sociedade de Controlo, SGPS, SA (1) Kendall II, SA Investment Opportunities, SA
181
Equityholder
N. of shares
% issued
Banco Privado Portugus, SA Attributable to Privado Holding SGPS, SA QMC Development Capital Fund Plc Attributable to Nms 1 Agencia de Valores SA
271,243 10,364,517 4,190,954 4,190,954
0.13% 5.06% 2.05% 2.05%
(1) A empresa FM Sociedade de Controlo, SGPS, SA detida a 100% por: Antnio Manuel Queirs Vasconcelos da Mota (38,23%), Maria Manuela Queirs Vasconcelos Mota dos Santos (20,59%), Maria Teresa Queirs Vasconcelos Mota Neves da Costa (20,59%) e Maria Paula Queirs Vasconcelos Mota de Meireles (20,59%).
182
ANTNIO MAGALHES & CARLOS SANTOS

Sociedade de Revisores Oficiais de Contas Inscrita na Lista dos Revisores Oficiais de Contas sob o n53 Registada na CMVM com o n.1975 Contribuinte n.502 138 394
LEGAL CERTIFICATION OF CONSOLIDATED ACCOUNTS

(TRANSLATION OF A REPORT ORIGINALLY ISSUED IN PORTUGUESE)
INTRODUCTION 1. We have audited the consolidated financial statements of MOTA ENGIL, SGPS, S.A. and subsidiaries (Group), which include the Consolidated Statement of Financial Position at the 31st December 2010, (which evidences a total of Euro 3 456 166 184 and a total equity of Euro 480 729 899, including a consolidated net profit of Euro 36 950 674), the Consolidated Statements of Profit and Loss and of Comprehensive Income, of Changes in Equity and of Cash Flow for the financial year finished at that date and the corresponding Notes.
RESPONSABILITIES 2. The Companys Board of Directors is responsible for the preparation of consolidated financial statements which disclose a true and suitable view of the group of companies included in the consolidation financial position, the consolidated results and the consolidated comprehensive income of its operations, the consolidated changes in equity and the consolidated cash flows, as well as the utilization of adequate methods and polices of accounting for that purpose, and the maintenance of an appropriate internal control system. 3. Our responsibility consists of expressing a professional and independent opinion based in our examination of those consolidated financial statements.
SCOPE 4. Our examination was performed in accordance with the Technical Standards and Guidelines issued by the Ordem dos Revisores Oficiais de Contas (Portuguese Institute of Statutory Auditors), which require a planned and executed examination in order to obtain an acceptable reliance degree on if the consolidated financial statements are exempt from significant deviations. So, the aforesaid examination included: - the verification if the financial statements of the group of companies included in the consolidation were properly examined and if not, on the relevant cases, the verification, in a sampling basis, of the support of the amounts and the disclosure, in them contained, and the evaluation of the estimates, based on judgments and methods defined by the Companys Board of Directors, used in their preparation; - the verification of the consolidation operations and the application of the equity method; - the appreciation of the adequacy of the adopted accounting policies, their uniform application and their disclosure, taking into account the circumstances. - the verification of the applicability of the going concern concept; and - the appreciation of being adequate, on the whole, the consolidated financial statements presentation.
Page 1 of 2
Rua do Campo Alegre, 606 2-Salas 201/203 4150-171 Porto Telefones: +351 226 002 842 (08) Fax: +351 226 092 747 [email protected]
www.amcs-sroc.pt
ANTNIO MAGALHES & CARLOS SANTOS

Sociedade de Revisores Oficiais de Contas Inscrita na Lista dos Revisores Oficiais de Contas sob o n53 Registada na CMVM com o n.1975 Contribuinte n.502 138 394
5. Our examination also includes verifying that the financial information included in the consolidated Management Report is consistent with the consolidated financial statements mentioned above, as well as with the verifications required by the numbers 4 and 5 of the Article 451 of Cdigo das Sociedades Comerciais (Portuguese Companies Code). 6. We understand that the performed examination allows an acceptable basis for the expression of our opinion.
OPINION 7. In our opinion, the mentioned consolidated financial statements present in a true and appropriate manner, in all relevant aspects, the consolidated financial position of MOTA-ENGIL, SGPS, S.A. and subsidiaries, on the 31st of December 2010, the consolidated results and the comprehensive income of its operations, the consolidated changes in equity and the consolidated cash flows for the year then ended, in conformity with International Financial Reporting Standards as adopted by the European Union.
REPORT ON OTHER LEGAL REQUIREMENTS 8. It is also our opinion that the consolidated financial information included in the consolidated Management report is consistent with the consolidated financial statements and that the Corporate Governance Report includes the information required by the Article 245-A of Cdigo dos Valores Mobilirios (Securities Market Code).
EMPHASIS 9. Without affecting the opinion expressed in paragraph 7 above, we draw attention to the following situation: - The Group, with effect from January 1st 2010, adopted the equity method, as Notes 4 and 20, instead of the proportional consolidation method, which was in use, in the consolidated financial statements, in the register of financial interests it held in jointly controlled entities. As a result of this change, for comparison purposes, the Group carried out the restatement of its consolidated financial statements for the year 2009, as point 3 of the consolidated Management Report and Note 1.1.
Porto, 16th March 2011
__________________________________________________________________ Antnio Magalhes & Carlos Santos - SROC, Statutory Auditors Company, represented by Carlos Alberto Freitas dos Santos Statutory Auditor n 177
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Rua do Campo Alegre, 606 2-Salas 201/203 4150-171 Porto Telefones: +351 226 002 842 (08) Fax: +351 226 092 747 [email protected]
www.amcs-sroc.pt
AUDITORS REPORT CONSOLIDATED FINANCIAL STATEMENTS (translation of a report originally issued in Portuguese)
Introduction 1. In compliance with article n245 of the Securities Market Code, we hereby present our Auditors Report on the consolidated financial information contained in the Board of Directors Report and on the accompanying consolidated financial statements for the year ended 31 December 2010 of Mota-Engil, S.G.P.S., S.A. and subsidiaries (the Company), which comprise the consolidated statement of the Financial Position as of 31 December 2010, that presents a total of 3,456,166,184 Euros and shareholders equity of 480,729,899 Euros, including a net consolidated profit of 36,950,674 Euros, the consolidated statements of results and comprehensive income, of changes in equity and of cash flows for the year then ended and the corresponding notes.
Responsibilities 2. The Companys Board of Directors is responsible for: (i) the preparation of consolidated financial statements that present a true and fair view of the financial position of the Company and of the group of companies included in the consolidation, the consolidated results and comprehensive income of their operations, the consolidated changes in its equity and their consolidated cash flows; (ii) the preparation of historical financial information in accordance with the International Financial Reporting Standards as adopted by the European Union, and that is complete, true, upto-date, clear, objective and licit, as required by the Securities Market Code; (iii) adopting adequate accounting principles and criteria and the maintenance of appropriate internal control systems; and (iv) informing on any significant facts that have influenced its operations and the operations of the group of companies included in the consolidation, their financial position, their results or their comprehensive income. Our responsibility is to verify the financial information included in the documents of account referred to above, namely if, in all material respects, the information is complete, true, up-to-date, clear, objective and licit, as required by the Securities Market Code, and issuing a professional and independent report on that financial information based on our examination.
3.
Scope 4. Our examination was performed in accordance with the Technical Review/Audit Standards (Normas Tcnicas e as Directrizes de Reviso/Auditoria) issued by the Portuguese Institute of Statutory Auditors (Ordem dos Revisores Oficiais de Contas), which require that the examination be planned and performed with the objective of obtaining reasonable assurance about whether the consolidated financial statements are free of material misstatement. An examination includes verifying, on a sample basis, evidence supporting the amounts and disclosures in the financial statements and assessing the estimates, based on judgements and criteria defined by the Companys Board of Directors, used in their preparation. An examination also includes: the verification of the consolidation procedures used, the application of the equity method, as well as verifying that the financial statements of the companies included in the consolidation have been appropriately examined; assessing the adequacy of the accounting principles used and their uniform application and disclosure, taking into consideration the circumstances; the verification of the applicability of the going concern concept; the adequacy of the overall presentation of the consolidated financial statements; and assessment that, in all material respects, the information is complete, true, up-to-date, clear, objective and licit. Our examination also comprises verifying that the consolidated financial information contained in the Board of Directors Report is in accordance with the other consolidated documents of account, as well to perform the verifications established in n4 and n5 of the article 451 of the Securities Market Code. We believe that our examination provides a reasonable basis for expressing our opinion.
Opinion 5. In our opinion, the consolidated financial statements referred to in paragraph 1 above, present fairly, in all material respects, the consolidated financial position of Mota-Engil, S.G.P.S., S.A. and subsidiaries as of 31 December 2010, the consolidated results and comprehensive income of its operations, the consolidated changes in its equity and their consolidated cash flows for the year then ended, in accordance with the International Financial Reporting Standards as adopted by the European Union, and the information contained therein is, in terms of the definitions included in the technical standards and review recommendations referred to in paragraph 4 above, complete, true, up-to-date, clear, objective and licit.
Emphasis 6. As mentioned in Note 1.1., the Group, with effect from 1 January 2010, changed the consolidation method of its financial interests in joint controlled companies from the proportional consolidated method followed till that date, to the equity method. Such change produced a greater impact in the financial interests in the companies of the transports concessions segment, jointly controlled by Mota-Engil Group and other business Group, particularly after the business combination of their financial interests in this segment at Ascendi Group S.G.P.S., S.A., a subsidiary that as became joint controlled by the above referred Groups and, consequently, recorded in the consolidated financial statements by the equity method (Notes 4 and 20). As a result of this change, the financial statements for the year 2009 were re-stated for comparative purposes, and in Note 1.1. is disclosed the total amount of assets and liabilities, as well the revenues and costs that are no longer consolidated in the accompanied financial statements as of 31 December 2009 and 2010.
-2-
Report on other legal requirements 7. It is also our opinion that the financial information included in the Board of Directors Report is in accordance with the consolidated financial statements of the year and that the Corporate Governance Report includes the information required to the Company, as established by the Article 245- A of the Securities Market Code.
Porto, 16 March 2011
__________________________________________ Deloitte & Associados, SROC S.A. Represented by Jorge Manuel Arajo de Beja Neves
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Consolidated Financial Information

Report on Corporate Governance Practices Annexes

CONSOLIDATED MANAGEMENT REPORT

Main events in 2010

Message from the Chairman of the Board of Directors

CONSOLIDATED MANAGEMENT REPORT

Message from the Chief Executive Officer

CONSOLIDATED MANAGEMENT REPORT

CONSOLIDATED MANAGEMENT REPORT

2. Economic and financial review

Engineering & Construction Environment & Services

Ebitda Business Areas

Engineering & Construction Environment & Services

2008 2009 2010

CONSOLIDATED MANAGEMENT REPORT

3,600 3,000 2,400 1,800 1,200

E&C Portugal 37%

E&C Africa 28%

E&C Central Europe 16%

CONSOLIDATED MANAGEMENT REPORT

300 250 200 150 100 50 0

Net Financial Income -30

Attributable to the Group Non Controlling Interests

11.7 2008 2009

Turnover Engineering & Construction 1,000 800 600 400

EBITDA Engineering & Construction 120

200 0 879 664

CONSOLIDATED MANAGEMENT REPORT

Centre for the Unknown, for the Champalimaud Foundation;

CONSOLIDATED MANAGEMENT REPORT

CONSOLIDATED MANAGEMENT REPORT

Environment & Services

Net Financial Income

11,3 2,5 8,8 9,1 9,2

CONSOLIDATED MANAGEMENT REPORT

Turnover Environment & Services

EBITDA Environment & Services

CONSOLIDATED MANAGEMENT REPORT

CONSOLIDATED MANAGEMENT REPORT

CONSOLIDATED MANAGEMENT REPORT

80.20% 80.20% 80.20%

75.0 81.0 156.0

210 600 810

Autopista Madrid Total Spain Latin America Mexico Brazil

Concesionaria Autopista Perote Concessionria Rodovias do Tiet

60.0 415.0 475.0

389 470 859

CONSOLIDATED MANAGEMENT REPORT

4. MOTA-ENGIL on the stock market

CONSOLIDATED MANAGEMENT REPORT

CONSOLIDATED MANAGEMENT REPORT

CONSOLIDATED MANAGEMENT REPORT

CONSOLIDATED MANAGEMENT REPORT

7. Activity carried out by non-executive Board Members

8. Proposal for the appropriation of profits

CONSOLIDATED MANAGEMENT REPORT

9. The Outlook for 2011

10. Subsequent events