Full Report - Soares da Costa
Full Report - Soares da Costa Full Report - Soares da Costa
REPORT AND ACCOUNTS 2011 GRUPO SOARES DA COSTA, SGPS, SA
- Page 2: Note: This report is a translation
- Page 6: Chairman of the Board of Directors
- Page 10: 1. I Management O Grupo Report Soar
- Page 14: Management Report | Grupo Soares da
- Page 18: 1. Soares da Costa Group Management
- Page 22: The Strategic Plan “Renewed Ambit
- Page 26: Group Organizational Chart The stru
- Page 30: 1.2 STRATEGy Vision and Strategic O
- Page 34: General Analysis The year 2011 was
- Page 38: This growth rate acceleration resul
- Page 42: The disclosure of the 2010 Results:
- Page 46: Consolidated Financial Indicators M
- Page 50: PROFITABIlITy By BUSINESS AREA Mana
REPORT AND<br />
ACCOUNTS 2011<br />
GRUPO SOARES<br />
DA COSTA, SGPS, SA
Note: This report is a translation of the original, issued in Portuguese. In the event of discrepancies,<br />
the Portuguese version prevail.<br />
REPORT AND<br />
ACCOUNTS 2011<br />
GRUPO SOARES<br />
DA COSTA, SGPS, SA
Index<br />
Message from the Chairman<br />
of the Board of Directors 06<br />
Message from the Chief<br />
Executive Officer 08<br />
I. MANAGEMENT REPORT 10<br />
Highlights 13<br />
Introduction 15<br />
1. SOARES DA COSTA GROUP 18<br />
1.1 Profile 20<br />
1.2 Strategy 30<br />
2. OVERVIEW OF THE ACTIVITY 32<br />
3. RELEVANT FACTS OF THE YEAR 40<br />
4. ANALYSIS OF THE ACTIVITIES:<br />
CONSOLIDATED ACCOUNTS 44<br />
5. PERFORMANCE BY BUSINESS AREA 56<br />
5.1 Construction 58<br />
5.2 Concessions 76<br />
5.3 Real Estate 90<br />
5.4 Energia Própria 92<br />
6. INDIVIDUAL ACCOUNTS 94<br />
7. HUMAN RESOURCES 98<br />
8. SUSTAINABLE DEVELOPMENT 106<br />
9. PRINCIPAL RISKS AND UNCERTAINTIES 110<br />
10. SOARES DA COSTA<br />
ON THE STOCK EXCHANGE 114<br />
11. ORDER BOOK AND PROSPECTS 120<br />
12. SUBSEQUENT EVENTS 128<br />
13. PROPOSAL FOR THE APPROPRIATION<br />
OF RESULTS 132<br />
14. STATEMENT OF CONFORMITY 136<br />
15. ACKNOWLEDGEMENTS 140<br />
II. ANNEXES TO THE MANAGEMENT<br />
REPORT 144<br />
III. CONSOLIDATED FINANCIAL<br />
STATEMENTS 206<br />
IV. INDIVIDUAL FINANCIAL<br />
STATEMENTS 302<br />
V. CERTIFICATIONS 348
Chairman of the Board of Directors<br />
Manuel Roseta Fino<br />
The world is changing fast and one of the sectors that react to<br />
that context in an intense way is precisely the Construction, as it<br />
reflects in an immediate way the public entities options in terms<br />
of investment and because it is affected, also in a direct way, by<br />
the flotation of the economic agents confidence levels and by their<br />
investment decisions.<br />
In 2011, there was a rapid inflection of the context, which<br />
nevertheless was not entirely surprisingly, as it represents the<br />
beginning of one more phase of the 2008’s world crisis cycle, and<br />
that assumed, in our country, as well known, particularly harsh<br />
features .<br />
Therefore, and as a consequence of the permanent reflection over<br />
the strategic options that are the base of the <strong>Soares</strong> <strong>da</strong> <strong>Costa</strong><br />
Group’s orientation, we believe that, despite of the timing being<br />
the middle of the planning cycle and in an intermediary moment of<br />
the corporate bodies term of office, it was opportune to adjust the<br />
mentioned orientation’s guidelines, redefining strategic options.<br />
This adjustment of strategy included, in general terms, a<br />
strong focus on the construction activity in the Group’s core<br />
geographies/ markets. The strategic guidelines are oriented to<br />
INTERNACIONALISATION, to the CONSTRUCTION business area and<br />
to the activities’ FINANCIAL SUSTAINABILITY. We intent to secure<br />
growth level of the Group’s activities compatible with the external<br />
restrictions, namely financial, protecting profitability levels and<br />
allowing, by the end of the plan’s implementation period, to attain<br />
an expressive indebtness reduction.<br />
Message from the Chairman of the Board of Directors | Grupo <strong>Soares</strong> <strong>da</strong> <strong>Costa</strong>, SGPS, SA<br />
06 07<br />
The Group’s executive committee – whose leadership and<br />
composition were reaffirmed - is in charge of the materialisation<br />
of those changes, in the “Renewed Ambitions” horizon, 2013-15.<br />
Results and financial position, which are detailed in the financial<br />
statements, clearly reflect the consequences of a turbulent year,<br />
during which the context changes’ effect were felt and exception<br />
difficulties in the activities’ financing sources were witnessed; but<br />
also express, in a determined way, the Group’s great vitality and<br />
its capacity to fit to the circumstances and to quickly a<strong>da</strong>pt itself<br />
to the new conditions.<br />
We believe that the Shareholders will continue to give their<br />
unequivocal support to this reality, inspiring the financing<br />
institutions to persist in the indispensable backing of the Group,<br />
as a way to embody the technical achievements and international<br />
visibility of <strong>Soares</strong> <strong>da</strong> <strong>Costa</strong>, which are reasons to be proud of for<br />
those interested in the Portuguese industrial capacity.
Chief Executive Officer<br />
António Castro Henriques<br />
In 2011 the construction industry, the Group’s core activity,<br />
suffered exceptionally harsh conditions. In the domestic market,<br />
demand contracted strongly, the global activity financing<br />
conditions were severely hurt by the Portuguese state pre-rupture<br />
financial situation and consequent external economic and financial<br />
assistance, with the business’ environment being destabilized<br />
and disturbed by an abnormally high number of situations and<br />
variables..<br />
The earnings reported by the Group – by contrast with the<br />
strongly negative features of the context – are cause for relative<br />
satisfaction, namely in the following items: turnover’s resilience,<br />
progress achieved in terms of the Group’s international expansion<br />
and presence, efficient adoption of cost reduction programs<br />
and the improvement achieved in the operational profitability<br />
indicators.<br />
In fact, turnover was almost in line with the previous year’s figure,<br />
as a result of the higher weight of the activity in the external<br />
markets, which represented 62% of global turnover and 66% of<br />
the order book by year-end. Regarding the costs’ structure, staff<br />
costs and external supplies decreased 6% and 5%, respectively,<br />
while operational results rose 18%, reaching a 6.7% margin over<br />
turnover (more 1.1 p.p. than in the previous year), enough to<br />
cover the net financial costs, that grew 54%, and still, marginally,<br />
generate a positive net income.<br />
The Group’s executive management believes that, the proved skills<br />
to generated and efficiently manage business portfolios, namely in<br />
external markets, and the capacity to extract and put<br />
Message from the Chief Executive Officer | Grupo <strong>Soares</strong> <strong>da</strong> <strong>Costa</strong>, SGPS, SA<br />
08<br />
into circulation the financial surpluses that are vital to assure the<br />
fulfilment of our financial liabilities, are reasons that support the<br />
continuity of this performance. With time and the continuation<br />
of the management’s effort that was been developed, the<br />
rebalance of the businesses portfolios, focusing on the sectors<br />
and geographies strategically considered as key, and the effect<br />
of the resizing of the support structures, will create conditions<br />
for additional financial sustainability and the gradual rebound of<br />
performance from the shareholders’ point of view..<br />
In the aftermath of the year in which I have assumed the Group’s<br />
executive management leadership, I would like to thank the<br />
trust of the Chairman of the Board of Directors, the advice and<br />
collaboration of my Colleagues in the corporate bodies of all the<br />
companies of the Group, the commitment and dedication of the<br />
Workers, the preference, and with frequency the soli<strong>da</strong>rity, of<br />
Customers and Suppliers, and the indispensable support signs<br />
given by the Financial Institutions.<br />
<strong>Soares</strong> <strong>da</strong> <strong>Costa</strong> Group gathers a set of resources, skills and<br />
competences unique in its sector, which has already proven to<br />
be able to provide priceless services to the Portuguese economy,<br />
in relevant fields as qualified employment, external growth and<br />
a significant contribution to the country’s balance of payments.<br />
Inspired by realistic goals, that reflect in an appropriate way the<br />
strategic guidelines adopted and the continuation of difficult<br />
business environment, and with the vital support of our business<br />
counterparts, commercial and financial, we will successfully face<br />
the current threats and will emerge stronger and more agile to<br />
meet the challenges that will arise in the future.
1. I<br />
Management<br />
O Grupo<br />
<strong>Report</strong><br />
<strong>Soares</strong><br />
10<br />
<strong>da</strong> <strong>Costa</strong><br />
11
Highlights<br />
// Consoli<strong>da</strong>ted turnover amounted to 873.5 million Euros in 2011.<br />
slightly below (-2.2%) the 2010 amount;<br />
// Operating indicators improved. evolving favourably. but financial<br />
results deteriorated:<br />
• EBITDA of 94.1 million Euros exceeded in 6.6% the amount of the<br />
previous year. and the margin increased to 10.8% (+0.9 percentage points);<br />
• EBIT of 58.9 million Euros. increasing 18.0%;<br />
• Net financial results totalled -51.8 million Euros. deteriorating in relation<br />
to 2010 (-33.5 million);<br />
// Income before taxes amounted to 7.1 million Euros. 56.7% below<br />
that of 2010;<br />
// Consoli<strong>da</strong>ted net income for the period attributable to the Group<br />
decreased to 2.4 million Euros (-84.8%);<br />
// Individual net income of 0.9 million Euros (27.7 million Euros in 2010).<br />
13<br />
Consoli<strong>da</strong>ted Financial Indicators 2011 2010<br />
(Million Euros)<br />
Var. %<br />
Turnover 873.5 893.5 -2.2%<br />
Portugal 328.9 380.2 -13.5%<br />
International Markets 544.7 513.3 6.1%<br />
EBITDA 94.1 88.2 6.6%<br />
EBITDA Margin 10.8% 9.9% 0.9 p.p.<br />
EBIT 58.9 49.9 18.0%<br />
EBIT Margin 6.7% 5.6% 1.1 p.p.<br />
Net Financial Results -51.8 -33.5 54.4%<br />
Income before Taxes 7.1 16.4 -56.7%<br />
Net Income Attributable to Group 2.4 15.6 -84.8%
Management <strong>Report</strong> | Grupo <strong>Soares</strong> <strong>da</strong> <strong>Costa</strong>, SGPS, SA<br />
14<br />
Introduction<br />
The Board of Directors of the company Grupo <strong>Soares</strong> <strong>da</strong> <strong>Costa</strong>, S.G.P.S.,<br />
S.A., in compliance with the applicable legal dispositions, namely articles<br />
65 and 66 of the Commercial Companies Code, and the By-laws, presents<br />
and submits for approval at the Shareholders General Meeting, the<br />
Management <strong>Report</strong> and the Proposal for the Appropriation of Results,<br />
the financial statements and the other reporting documents, for the<br />
period ended on 31 December 2011.<br />
It is the Board of Directors’ conviction that these documents present<br />
fairly the evolution of the business, the performance and the financial<br />
position of the company Grupo <strong>Soares</strong> <strong>da</strong> <strong>Costa</strong>, S.G.P.S., S.A. and of the<br />
respective group of companies it leads, as well as the principal risks and<br />
uncertainties they face.<br />
The financial statements, individual and consoli<strong>da</strong>ted, were prepared in<br />
accor<strong>da</strong>nce with the International Financial <strong>Report</strong>ing Stan<strong>da</strong>rds (IAS/<br />
IFRS) as adopted by the European Union.<br />
The annual corporate governance and Investor support report (Corporate<br />
Governance), prepared in accor<strong>da</strong>nce with CMVM Regulation<br />
no. 1/2010, the list of shareholders with qualified holdings as well as the<br />
shareholdings in the company held by members of the corporate bodies,<br />
are presented as appendices to this management report, forming an<br />
integral part of it.<br />
15
In this <strong>Report</strong>, for simplicity, the following abbreviations and expressions<br />
are used:<br />
AP&EN: “Accounting Policies and Explanatory Notes” which form part of<br />
the individual and/or consoli<strong>da</strong>ted Financial Statements<br />
EBIT: Earnings before Interest and Tax (Operating Results)<br />
EBITDA: Earnings before Interest, Tax, Depreciation and Amortization<br />
(Operating Cash Flows = Operating Results + Depreciation and<br />
Amortization for the Period + Provisions and fair value adjustments, net<br />
of reversals)<br />
Net debt: Remunerated Net debt = Debentures + Bank Borrowings +<br />
Other Borrowings + Finance Lease Creditors + Discounted Bills – Cash and<br />
Cash Equivalents<br />
Management <strong>Report</strong> | Grupo <strong>Soares</strong> <strong>da</strong> <strong>Costa</strong>, SGPS, SA<br />
16
1.<br />
<strong>Soares</strong><br />
<strong>da</strong> <strong>Costa</strong><br />
Group<br />
Management <strong>Report</strong> | Grupo <strong>Soares</strong> <strong>da</strong> <strong>Costa</strong>, SGPS, SA<br />
18<br />
19<br />
Francisco Sá Carneiro Airport, Portugal (Socie<strong>da</strong>de de Construções <strong>Soares</strong> <strong>da</strong> <strong>Costa</strong>)
1.1 PROFIlE<br />
Who We Are<br />
The <strong>Soares</strong> <strong>da</strong> <strong>Costa</strong> Group is one of the largest<br />
economic groups in the construction and public<br />
works sector in Portugal. In addition to the activity<br />
carried out in the domestic market, which covers<br />
continental Portugal and extends into the autonomous<br />
regions, <strong>Soares</strong> <strong>da</strong> <strong>Costa</strong> has a strong international<br />
component, with a permanent presence in the USA,<br />
Angola and Mozambique and sporadically in other<br />
counties. Currently, Romania, Brazil, S. Tomé e<br />
Príncipe, <strong>Costa</strong> Rica and the Maghreb Central countries<br />
constitute markets worked by the Company’s<br />
subsidiaries, joint ventures and associated companies.<br />
Globally, <strong>Soares</strong> <strong>da</strong> <strong>Costa</strong> is 104th in the International<br />
Contractors ranking (in foreign turnover), prepared<br />
by the North-American magazine Engineering News<br />
Record’s (2011).<br />
Management <strong>Report</strong> | Grupo <strong>Soares</strong> <strong>da</strong> <strong>Costa</strong>, SGPS, SA<br />
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Grupo <strong>Soares</strong> <strong>da</strong> <strong>Costa</strong>, S.G.P.S., S.A. is the holding<br />
company of the <strong>Soares</strong> <strong>da</strong> <strong>Costa</strong> economic group, which<br />
organizational structure, as from the end of 2002, was<br />
built on four sub-holding companies, each heading<br />
one of the four business areas into which the Group’s<br />
activity was organized: Construction, Concessions,<br />
Industry and Real Estate. The Industry business area<br />
lost its autonomy as a specific segment when, in<br />
2011, it was merged into the holding company of the<br />
Construction Business Area.<br />
Historical References<br />
21<br />
The origins of the Group <strong>da</strong>te back to 1918, to the incorporation in Oporto of a small company, dedicated to<br />
the execution of top quality finishings and to painting with fine gold. The following decades saw this company’s<br />
skills expand significantly, coming to lead the sector in the northern regions of Portugal whilst expanding its<br />
activity to the rest of the country. The 80’s were crucial to the development of the Group, with the start of its<br />
internationalization: first into Venezuela and later to Egypt, Guinea-Bissau, Angola, Nigeria, Mozambique, Iraq,<br />
Algeria, Guiana, Cape Verde, Macau, Spain, Germany and the United States. At the end of 1986 its shares were<br />
admitted to the Lisbon Stock Exchange (currently Euronext Lisbon).<br />
The following decade was marked by the company’s growing specialization in large-scale engineering and<br />
public works and by the consoli<strong>da</strong>tion of a strong internationalization and diversification strategy, still<br />
characteristic of the Group to<strong>da</strong>y. The growth in activity lead to the restructuring and reorganization of the<br />
company in 2002, with the incorporation of a holding company, Grupo <strong>Soares</strong> <strong>da</strong> <strong>Costa</strong>, S.G.P.S., S.A., with<br />
a share capital of 160 million Euros, branching into the various activity areas through four sub-holding<br />
companies: construction, concessions, industry and real estate.<br />
The company’s shareholding structure altered as from mid-2006, with the exit of the founding family and the<br />
entrance of a new majority shareholder, Investifino – Investimentos e Participações, S.G.P.S., S.A., formalized<br />
with the execution of the takeover bid in January 2007.<br />
Following the shareholder change, in its strategic plan “Sustainable Ambition 2007-2012”, presented in<br />
October 2007, the Group defined Construction and Concessions/Services as the strategic areas for the<br />
future; with one of the six lines of development defined being the consequent a<strong>da</strong>ptation of its business<br />
portfolio. The transactions conducted in 2008, namely the acquisition of the construction companies -<br />
Contacto (Portugal) and Prince (United States) – and the reinforcement of the shareholding in the motorway<br />
concessionaire Scutvias, fall within the scope of this a<strong>da</strong>ptation.
The Strategic Plan “Renewed Ambitions 2014”,<br />
realigned the strategic guidelines of the Group,<br />
refocusing on the business diversification component,<br />
under which strategy roll-out the Group acquired,<br />
at the end of 2010, a control position in the share<br />
capital of Energia Própria.<br />
In 2011, in light of the substantial macroeconomic<br />
changes, the liquidity shortage and the strong<br />
contraction of the local construction market, Group<br />
management adjusted the strategic plan, as will be<br />
further developed in the appropriate section.<br />
Management <strong>Report</strong> | Grupo <strong>Soares</strong> <strong>da</strong> <strong>Costa</strong>, SGPS, SA<br />
22<br />
Corporate Bodies<br />
The current composition of the corporate bodies is<br />
as follows:<br />
GENERAl MEETING BOARD<br />
Fernando Enes Gaião (Chairman)<br />
João Pessoa e <strong>Costa</strong> (Secretary)<br />
BOARD OF DIRECTORS<br />
Manuel Roseta Fino (Chairman)<br />
António Manuel Pereira Cal<strong>da</strong>s Castro Henriques<br />
(Executive member)<br />
Pedro Gonçalo de Sotto-Mayor de Andrade Santos<br />
(Executive member)<br />
Jorge Domingues Grade Mendes (Executive member)<br />
António Manuel Formigal de Arriaga (Non-executive,<br />
independent member)<br />
Carlos Moreira Garcia (Non-executive, independent<br />
member)<br />
António Pereira <strong>da</strong> Silva Neves (Non-executive<br />
member)<br />
José Manuel Baptista Fino (Non-executive member)<br />
Martim Salema de Sande e Castro Fino (Non-executive<br />
member)<br />
PARINAMA - Participação e Investimentos, SGPS, SA,<br />
taxpayer no. 509 016 987, that nominated Ana Maria<br />
Martins Caetano (Non-executive member)<br />
SUPERvISORy BOARD<br />
Júlio de Lemos de Castro Cal<strong>da</strong>s (Chairman)<br />
Carlos Pedro Machado de Sousa Góis<br />
Joaquim Augusto <strong>Soares</strong> <strong>da</strong> Silva<br />
Júlio de Jesus Pinto (Substitute)<br />
STATUTORy AUDITOR<br />
Grant Thornton Associados, SROC, L<strong>da</strong>, represented<br />
by Jorge Bento Martins Ledo.<br />
Remuneration Commission<br />
José Manuel Baptista Fino (Chairman)<br />
António Jorge Gonçalves Afonso<br />
João Pessoa e <strong>Costa</strong><br />
Per deliberation of the Board of Directors of April 26,<br />
2010, Messrs Jorge Manuel de Oliveira Alves and Pedro<br />
Miguel Tigre Falcão Queirós were nominated, Company<br />
Secretary and Substitute Secretary, respectively.<br />
23<br />
The changes occurring during the period to which<br />
this report relates were the following: on 28 July<br />
2011 Mr. Pedro Manuel de Almei<strong>da</strong> Gonçalves handed<br />
in his resignation from the office of Director and,<br />
consequently, from the post he held as President<br />
of the Executive Commission, effective from 30<br />
August 2011; on the same <strong>da</strong>te, Mr António Manuel<br />
Pereira Cal<strong>da</strong>s Castro Henriques was nominated to<br />
the office of President of the Executive Commission<br />
effective from the effective cessation of duties of his<br />
predecessor; on 30 August 2011, Mr Jorge Domingues<br />
Grade Mendes was co-opted as Member of<br />
the Board of Directors and the Executive Commission<br />
was recomposed as follows:<br />
Mr. António Manuel Pereira Cal<strong>da</strong>s Castro Henriques<br />
(Chairman - CEO)<br />
Mr. Pedro Gonçalo de Sotto-Mayor de Andrade Santos<br />
(Member)<br />
Mr. Jorge Domingues Grade Mendes (Member)
Shareholders<br />
At 31 December 2011, the holders of qualified shareholdings in the share capital of the company were:<br />
Management <strong>Report</strong> | Grupo <strong>Soares</strong> <strong>da</strong> <strong>Costa</strong>, SGPS, SA<br />
24<br />
Manuel Fino, SGPS, S.A. Number of shares % Share capital % Voting rights (*)<br />
Indirectly through Investifino - Investimentos e Participações SGPS, S.A. 113,302,682 70.814% 71.042%<br />
TOTAL IMPUTABLE 113,302,682 70.814% 71.042%<br />
PARINAMA - Participações e Investimentos, SGPS, S.A. Number of shares % Share capital % Voting rights (*)<br />
Directly 17,600,000 11.000% 11.035%<br />
TOTAL IMPUTABLE 17,600,000 11.000% 11.035%<br />
Santander Asset Management - Socie<strong>da</strong>de Gestora de Fundos de Investimento<br />
Mobiliários, S.A.<br />
Number of shares % Share capital % Voting rights (*)<br />
Indirectly through:<br />
Fundo Santander Ações Portugal 2,930,324 1.831% 1.837%<br />
Fundo Santander PPA 312,634 0.195% 0.196%<br />
TOTAL IMPUTABLE 3,242,958 2.027% 2.033%<br />
(*) Considers the impact of the 5,518 preferred shares carrying no voting rights and the existence of the 507,292 own shares held at 31 December 2011.<br />
Group Governance<br />
Organizational Structure<br />
Management<br />
Control and<br />
Strategic<br />
Planning Unit<br />
Conceição Vaz<br />
Sousa<br />
Corporate<br />
Governance<br />
Committee<br />
Internal<br />
Audit & Risk<br />
Management<br />
Sandra Paredes<br />
25<br />
Corporate Governance<br />
Chairman<br />
Manuel Roseta Fino<br />
6 Non Executive members<br />
and 3 Executive members<br />
Executive Committee<br />
<strong>Report</strong> and<br />
Tax Unit<br />
Fernando<br />
Semana<br />
Secretary<br />
General<br />
António Fra<strong>da</strong><br />
Legal Oce<br />
Jorge Alves<br />
Company<br />
Secretary<br />
Jorge Alves<br />
Pedro Queirós<br />
(substitute)<br />
Investor<br />
Relations<br />
Oce<br />
Rita Carles<br />
Communication,<br />
Sustainability<br />
and<br />
Organizational<br />
Change<br />
Rita Nunes Pinto
Group Organizational Chart<br />
The structure of the financial shareholdings comprising the <strong>Soares</strong> <strong>da</strong> <strong>Costa</strong> Group is represented in the<br />
organizational chart that follows:<br />
<strong>Full</strong> COnsoli<strong>da</strong>tion Method<br />
Proportional Method<br />
Eq. Patrimonial<br />
Acquisition Cost<br />
Management <strong>Report</strong> | Grupo <strong>Soares</strong> <strong>da</strong> <strong>Costa</strong>, SGPS, SA<br />
26<br />
Grupo <strong>Soares</strong> <strong>da</strong> <strong>Costa</strong>, SGPS, SA<br />
100% 100% 100%<br />
SDC Construção, SGPS, SA<br />
SDC Imobiliária, SGPS, SA<br />
SDC Concessões, SGPS, SA<br />
100%<br />
SDC América, INC<br />
100%<br />
CIAGEST, SA<br />
100%<br />
SDC CONCESIONES C.RICA, SA<br />
60%<br />
80%<br />
100%<br />
100%<br />
Porto Construction Group, LLC<br />
SDC Construction Services, LLC<br />
Prince, LLC<br />
SDC Contractor, LLC<br />
100%<br />
Mercados Novos, LDA<br />
100%<br />
SOARTA, SA<br />
100%<br />
HABITOP, SA<br />
100%<br />
100%<br />
100%<br />
COSTAPARQUES, SA<br />
SDC Serv. Técnicos Gestão, SA<br />
Infraestruct. SDC C.RICA, SA<br />
51%<br />
GEC - Guiné Ecuatorial Construcciones<br />
100%<br />
NAVEGAIA, SA<br />
100%<br />
CPE, SA<br />
80%<br />
100%<br />
100%<br />
100%<br />
100%<br />
100%<br />
100%<br />
99.96%<br />
100%<br />
51%<br />
SDC Moçambique, SARL<br />
SDC S. Tomé e Príncipe, Construções, L<strong>da</strong>.<br />
SOCOMETAL, SA<br />
SDC Construcciones Centro Americanas, SA<br />
Coordenação & SDC<br />
99%<br />
CARTA, LDA Carta Angola, L<strong>da</strong> (11)<br />
95%<br />
CLEAR, SA CLEAR ANGOLA, SA<br />
0,04%<br />
<strong>Soares</strong> <strong>da</strong> <strong>Costa</strong> Brasil, Lt<strong>da</strong>.<br />
65%<br />
35%<br />
Contacto, SA SDC/Contacto ACE<br />
100%<br />
SANTOLINA Holding B.V<br />
CERENNA, SA<br />
99%<br />
SDC IMOBILIÁRIA, LDA (2)<br />
50.6%<br />
HOTTI-Angola Hotéis, S.A.<br />
98%<br />
COSTA SUL, LDA (7)<br />
98%<br />
IMOSEDE, LDA (7)<br />
100%<br />
CAIS <strong>da</strong> FONTINHA, SA<br />
51%<br />
IMOKANDANDU, LDA<br />
99% 1%<br />
IMOSDC-Investimentos, LDA<br />
100%<br />
75%<br />
100%<br />
75%<br />
0.2%<br />
0.2%<br />
0.2%<br />
0.2%<br />
100%<br />
INTEVIAS, SA<br />
Hidroequador S. Tomense<br />
60%<br />
Hidroeléctrica STP, L<strong>da</strong>.<br />
INR - Inv. Nac. Rodoviários<br />
SDC Hidroenergia, S.A. (6)<br />
99.8%<br />
SDC Hidroenergia 1T,L<strong>da</strong><br />
99.8%<br />
SDC Hidroenergia 8C,L<strong>da</strong><br />
99.8%<br />
SDC Hidroenergia 8T,L<strong>da</strong><br />
99.8%<br />
SDC Hidroenergia 4T,L<strong>da</strong><br />
SDC Concessions USA, Inc.<br />
100%<br />
Soc. Construções <strong>Soares</strong> <strong>da</strong> <strong>Costa</strong>, SA<br />
TRANSMETRO, ACE<br />
ASSOC - Estádio de<br />
50%<br />
40%<br />
28.57%<br />
40%<br />
GCVC, ACE<br />
Estádio de Braga,<br />
14.7%<br />
Talatona Imobiliária, L<strong>da</strong>.<br />
34.3%<br />
33.33%<br />
SCUTVIAS, SA<br />
33.33%<br />
0.002%<br />
MRN-Man. Rod. Nacionais<br />
Braga, ACE<br />
Estádio Coimbra, ACE<br />
60% 25%<br />
ACE<br />
Nova Estação, ACE<br />
46%<br />
Auto-estra<strong>da</strong>s XXI, S.A. (4)<br />
Somague-SDC, ACE<br />
50% 28.57%<br />
Matosinhos, ACE<br />
46%<br />
Operestra<strong>da</strong>s XXI, S.A. (4)<br />
Três ponto dois, ACE<br />
50% 50%<br />
Teatro Circo, ACE<br />
50%<br />
Exproestra<strong>da</strong>s XXI, S.A. (5)<br />
HidroAlqueva, ACE<br />
50% 50%<br />
CAET XXI, ACE<br />
40%<br />
Oper. Estra<strong>da</strong>s Zambeze, S.A.<br />
GCF, ACE<br />
28.57% 17.25%<br />
LGV, ACE<br />
40%<br />
Estra<strong>da</strong>s do Zambeze, S.A.<br />
Israel Metro Builders<br />
30% 30%<br />
LGC, ACE<br />
33.33%<br />
Portvias, S.A. (9)<br />
NORMETRO, ACE<br />
17.9% 50%<br />
SdC e Lena, ACE<br />
Terceira On<strong>da</strong>, L<strong>da</strong><br />
50% 24%<br />
GACE - Gondomar,<br />
ACE<br />
40%<br />
SOMAFEL, SA<br />
100%<br />
OFM, SA<br />
60%<br />
Somafel e Ferr., ACE<br />
95% Somafel, Lt<strong>da</strong>. (Brasil)<br />
5%<br />
45%<br />
Alsoma, AEIE<br />
25%<br />
GAYAEXPLOR, LDA<br />
49%<br />
50%<br />
Traversofer, SARL<br />
SDC Emirates, LLC<br />
MTA, LDA (11)<br />
33%<br />
28.57%<br />
0.5%<br />
INDÁQUA, SA<br />
Indáqua Matosinhos, SA<br />
97.5%<br />
50%<br />
Construtora S. José Caldera, SA<br />
Grupul Portughez de Constructii<br />
17%<br />
0.5%<br />
98%<br />
Indáqua V. do Conde, SA<br />
93%<br />
Indáqua Feira, SA (10)<br />
CFE-Indústria de Condutas, SA (1)<br />
20%<br />
MTS, LDA<br />
11.3%<br />
7.24%<br />
VSL, SA<br />
VORTAL SGPS, SA<br />
Construtora-S. José S. Ramon, SA<br />
17%<br />
16,3%<br />
17%<br />
Autopistas del Sol<br />
17%<br />
Autopistas del Valle<br />
Elos - OM, S.A.<br />
16.3%<br />
Elos, S.A. (8)<br />
SCSP-SDC Serviços<br />
Partilhados, SA (3)<br />
Energia Própria, S.A.<br />
Self Energy Engineering &<br />
Innovation, S.A.<br />
60%<br />
Ventos do<br />
Horizonte, S.A.<br />
Self Energy UK<br />
Roof Tops of Spain, S.A.<br />
99.96%<br />
57.26%<br />
100%<br />
78.1%<br />
50%<br />
Ute Efacec/Self Energy<br />
Self Energy Moçambique<br />
45%<br />
Larvick Espanha<br />
49.5%<br />
MY WATT, LDA<br />
50%<br />
Refelxos Púrpura, LDA<br />
50%<br />
10%<br />
(1) Company held (33.33%) by Clear – Instalações Electromecânicas, S.A..<br />
(2) Additionally, Ciagest, SA has a 1% participation in SDC Imobiliária, l<strong>da</strong>.<br />
27<br />
(3) Additionally, Socie<strong>da</strong>de de Construções <strong>Soares</strong> <strong>da</strong> <strong>Costa</strong>, SA, Ciagest, SA, Clear, SA and SDC Serviços Técnicos e de Gestão, SA have, each, a 0.01% participation in<br />
SCSP – <strong>Soares</strong> <strong>da</strong> <strong>Costa</strong> Serviços Partilhados, SA.<br />
(4) Additionally, Socie<strong>da</strong>de de Construções <strong>Soares</strong> <strong>da</strong> <strong>Costa</strong>, SA holds a 4% participation in Auto-estra<strong>da</strong>s XXI, S.A. and Operestra<strong>da</strong>s XXI, SA..<br />
(5) Additionally, Socie<strong>da</strong>de de Construções <strong>Soares</strong> <strong>da</strong> <strong>Costa</strong>, S.A. holds a 0.004% participation in Exproestra<strong>da</strong>s XXI, S.A..<br />
(6) Additionally, SDC Serviços Técnicos e de Gestão, SA and Hidroequador Santomense hold, each, a 0.002% participation in SDC Hidroenergia, SA..<br />
(7) Additionally, Clear Angola, S.A. holds a 2% participation in <strong>Costa</strong> Sul, l<strong>da</strong>. and in Imosede, l<strong>da</strong>..<br />
(8) Company held (16.302%) by <strong>Soares</strong> <strong>da</strong> <strong>Costa</strong> Concessões, SGPS, S.A. and by (0.002%) Socie<strong>da</strong>de de Construções <strong>Soares</strong> <strong>da</strong> <strong>Costa</strong>, S.A.<br />
(9) Additionally, Intevias – Serviços e Gestão, S.A. holds a 0.002% of Portvias, S.A..<br />
(10) Additionally, Grupo <strong>Soares</strong> <strong>da</strong> <strong>Costa</strong>, SGPS, S.A. holds a 0.5% participation in Indáqua Feira, S.A..<br />
(11) Additionally, Socie<strong>da</strong>de de Construções <strong>Soares</strong> <strong>da</strong> <strong>Costa</strong>, S.A. Holds a 1% stake in MTA, lDA. and in Carta Angola, lDA.
New shareholdings and changes in the<br />
consoli<strong>da</strong>tion perimeter during the 2011 period<br />
I. Inclusion of <strong>Soares</strong> <strong>da</strong> <strong>Costa</strong> Brasil – Construções,<br />
Lt<strong>da</strong>., a wholly owned Brazilian company incorporated<br />
in January 2011, which object is civil construction in<br />
general, particularly in the areas of civil, electrical and<br />
mechanical engineering, be it through construction<br />
management or for contracted work, as well as the<br />
preparation of projects, calculations and studies,<br />
acquisition and disposal of movable assets, real estate<br />
and construction materials, real estate incorporations,<br />
public services and public utilities and related<br />
concessions, seeking always sustainable practices in<br />
civil construction to reduce energy consumption and<br />
other ecological solutions to preserve the environment;<br />
II. Inclusion in the consoli<strong>da</strong>tion perimeter of <strong>Soares</strong><br />
<strong>da</strong> <strong>Costa</strong> e Lena, A.C.E., a joint venture set up in March<br />
2011, 50% held by the Group, which object is to<br />
improve the operational conditions, the optimization<br />
of the resources and the results of the economic<br />
activities of the grouped companies, through the<br />
combined realization of all the acts, material and<br />
judicial, necessary to execute all the civil construction<br />
work on Lot 2, with a length of 52.206 Km, of the<br />
Poceirão – Caia section of the high velocity train line<br />
corridor between Lisbon and Madrid;<br />
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28<br />
III. Inclusion in the consoli<strong>da</strong>tion perimeter of the<br />
company Cerenna – Cerâmica Nacional de Angola,<br />
S.A., a company 51% held by the Group, which object<br />
is the production and trade of red or white clay roof<br />
tiles, bricks, jack-arches and similar artefacts, as<br />
well as the implementation and/or management of<br />
investment and development projects related with<br />
the mining industry and its derivatives, ceramics,<br />
metal-mechanical, trade, import-export, information<br />
technology, transport, hotel management and<br />
tourism, civil and industrial construction, real estate,<br />
professional training, agency contracts, intermediation,<br />
management and operation of buildings or real estate<br />
developments, owned or otherwise, including their<br />
commercial or tourism related operation;<br />
Iv. Inclusion in the consoli<strong>da</strong>tion perimeter of the<br />
company Santolina Holding B.V., a wholly owned<br />
subsidiary set up in April 2011, which object is<br />
the incorporation, participation, management<br />
and acquisition of financial shareholdings in other<br />
companies, the rendering of administrative, technical,<br />
financial, economic or management services to<br />
other companies or persons, acquisition, disposal,<br />
management and operation of movable assets and real<br />
estate, including patents, brands, licences, permissions<br />
and industrial property and other rights, loan cash to/<br />
from, act as surety or guarantor, perform and promote<br />
all the activities that are directly or indirectly related<br />
with its object;<br />
v. Reinforcement of the shareholding in the company<br />
Coordenação & <strong>Soares</strong> <strong>da</strong> <strong>Costa</strong>, SGPS, L<strong>da</strong>., a<br />
company that is now wholly owned by the Group;<br />
vI. Merger, by incorporation, of <strong>Soares</strong> <strong>da</strong> <strong>Costa</strong><br />
Indústria, SGPS, S.A. into <strong>Soares</strong> <strong>da</strong> <strong>Costa</strong> Construção,<br />
SGPS, S.A., and the consequent transfer of all the<br />
financial shareholdings it held to the Construction<br />
business area;<br />
vII. Disposal of the shareholding in the company Mini<br />
Price Hotels (Porto), S.A., a company that had been<br />
34% held by the Group;<br />
vIII. Inclusion in the consoli<strong>da</strong>tion perimeter<br />
of the company Terceira On<strong>da</strong> Planejamento e<br />
Desenvolvimento LTDA, a Brazilian company,<br />
incorporated on 10 February 2011, 50% held by the<br />
Group, which object is the planning, development,<br />
management and preparation of projects, consultancy<br />
and execution of civil engineering works, rendering<br />
of electrical and mechanical services, relating to the<br />
development of the Rio Branco – PR and the São Luiz<br />
– MA units, to the company Votorantim Cimentos,<br />
S.A., as per the terms laid down in the Announcement<br />
regarding the Contracting of Construction Services<br />
(Edital para Contratação de Serviços de Construção)<br />
<strong>da</strong>ted as of 20 September 2010;<br />
29<br />
IX. Inclusion in the consoli<strong>da</strong>tion perimeter of the<br />
company MY WATT, LDA, a company 50% owned by<br />
Energia Própria, S.A. and that has as its object the<br />
installation, operation and maintenance of solar plants;<br />
X. Within the scope of the reorganization of the Vortal<br />
Group: transmission, through the disposal of the shares<br />
held in Vortal – Comércio Electrónico, Consultadoria<br />
e Multimédia, S.A., and acquisition of a shareholding<br />
in the company Vortal SGPS, S.A., in a percentage<br />
corresponding to that previously held in Vortal –<br />
Comércio Electrónico, Consultadoria e Multimédia, S.A.;<br />
XI. Merger in the Energia Própria Group: Energia<br />
Própria, SGPS, SA, holding company of the Self Energy<br />
Group, absorbed through incorporation, during the<br />
2011 period, its subsidiaries Self Energy Serviços de<br />
Energia, S.A., and Self Energy Solutions, S.A., changed<br />
its name to Energia Própria, SA and started carrying<br />
out its economic activities directly;<br />
XII. Cession of 66% of the share capital of MTA –<br />
Máquinas e Tractores de Angola, L<strong>da</strong>., a company now<br />
consoli<strong>da</strong>ted under the equity method;<br />
XIII. During the 4th quarter of 2011, the inactive<br />
companies <strong>Soares</strong> <strong>da</strong> <strong>Costa</strong> Desenvolvimento, S.A.,<br />
MZI, Soc. de Construções, L<strong>da</strong>. and <strong>Soares</strong> <strong>da</strong> <strong>Costa</strong><br />
Ambiente e Energia, S, A. were judicially dissolved.
1.2 STRATEGy<br />
Vision and Strategic Objectives<br />
To be an economic Group in the construction and<br />
services/concessions sector with an international<br />
projection, with levels of profitability and the creation<br />
of value for its shareholders on par with that of the<br />
best global references in the sector, are the vision and<br />
strategic objectives of the <strong>Soares</strong> <strong>da</strong> <strong>Costa</strong> Group.<br />
Mission<br />
The Group’s mission is to satisfy the demands of<br />
the market and of its clients through a sustainable<br />
business model, with qualified and motivated<br />
resources, generators of economic, social and<br />
environmental value, in a manner that provides an<br />
attractive return for the shareholders.<br />
Management <strong>Report</strong> | Grupo <strong>Soares</strong> <strong>da</strong> <strong>Costa</strong>, SGPS, SA<br />
30<br />
People, respect for the environment and economic<br />
growth are the pillars of <strong>Soares</strong> <strong>da</strong> <strong>Costa</strong>. Acting<br />
always in an ethical, responsible and honest manner,<br />
the Group abides by the following values:<br />
• Permanent market orientation and client satisfaction;<br />
• Growth sought through the efficiency and<br />
effectiveness of management;<br />
• Group culture based on the principles of fairness<br />
and impartiality;<br />
• Socially responsible conduct;<br />
• Creation of long-lasting relationships with partners,<br />
both domesticaly and internationally;<br />
• Promotion of the respect for the environment.<br />
Strategic Plan “Renewed Ambitions 2014” Up<strong>da</strong>te<br />
During the second half of 2011 Group management, taking into consideration the substantial macroeconomic<br />
changes, the reduced financing liquidity and the strong contraction of the domestic construction market,<br />
adjusted and up<strong>da</strong>ted the strategic plan1 .<br />
31<br />
This a<strong>da</strong>ptation of the strategy, in general terms, places a strong emphasis on the construction activity<br />
in the Group’s core geographies. The strategic guidelines to be implemented are strongly aimed at the<br />
INTERNATIONALIZATION of the CONSTRUCTION BUSINESS AREA and the FINANCIAL SUSTAINABILITY of the<br />
activities. With a view to adjusting the growth of the Group’s activities to a level compatible with the external<br />
constraints, namely of a financial nature, protecting the profitability levels and permitting, at the end of the plan<br />
period, an expressive reduction in net debt, the following vectors were selected for action:<br />
• Maintenance of the growth in Africa;<br />
• Development of the Brazilian market through organic growth, with the prospect of an acquisition in the<br />
mediumterm;<br />
• Permanence in the United States, with an emphasis on profitability;<br />
• Postponement of investments in new energy and environment businesses;<br />
• Disposal of non-strategic and/or mature assets;<br />
• Concessions: minimization of the capital/ equity needs;<br />
• Reduction of structure costs.<br />
1 See Privileged Information <strong>da</strong>ted 28 November 2011 in the CMvM website (www.cmvm.pt).
2.<br />
Activity<br />
Overview<br />
Management <strong>Report</strong> | Grupo <strong>Soares</strong> <strong>da</strong> <strong>Costa</strong>, SGPS, SA<br />
32<br />
33<br />
Cal<strong>da</strong>s <strong>da</strong>s Taipas Junior High School, Portugal (Contacto)
General Analysis<br />
The year 2011 was characterized, on a global scale,<br />
by weakened growth and increased uncertainly. World<br />
product expanded 4.0% 2 driven by the emerging<br />
markets, with Asia in the lead. The world economy is<br />
under the confluence of two adverse developments:<br />
the almost complete stagnation of the advanced<br />
economies and the increased uncertainty in the<br />
financial and fiscal planes. The fiscal consoli<strong>da</strong>tion<br />
underway in many of the more developed economies<br />
impacts their internal demand; on the other hand,<br />
the level of scepticism in the market has increased<br />
regarding many of the countries’ ability to stabilize<br />
their public debt, and these concerns are more<br />
widespread and less focused, as was the case before,<br />
on the countries in the European periphery.<br />
The US economy grew some 1.7% during 2011 and a<br />
slightly higher growth (2.0%), although still below the<br />
historical average, is estimated for 2012. The need<br />
to accelerate the fiscal consoli<strong>da</strong>tion process places<br />
pressure on public spending, which will cease to be a<br />
growth stimulant, whilst private investment, though<br />
positive, has evolved only timidly. The draining of<br />
the real estate bubble is evident, with a decrease in<br />
real estate stocks and less pronounced decreases in<br />
house prices, but it is clear that this sector will not be<br />
boosting economic growth in the near future.<br />
2<br />
International Monetary Fund projections, IMF – World Economic Outlook,<br />
September 2011<br />
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34<br />
The Euro Zone, affected by its concerns over public<br />
debt, saw its economic activity very much conditioned<br />
during 2011. Conservative budget policies, in some<br />
cases severely restrictive, the need to accelerate the<br />
financial deleveraging process and the increase in the<br />
price of petroleum resulted in a weak product growth,<br />
tending to an expected stagnation for 2012, with<br />
the main economies, such as Germany and France,<br />
showing very limited product expansion.<br />
The Portuguese Economy<br />
35<br />
The year 2011 was dominated by the Portuguese State’s request for financial assistance from the International<br />
Monetary Fund and the European Union, a request made prior to the election that led to the substitution of<br />
the dominant political party in the Government. This request resulted in the formalization of an Economic and<br />
Financial Assistance Programme (EFAP), under which the Government of Portugal undertook to adopt measures<br />
to correct the macroeconomic and structural imbalances.<br />
These measures, which have basically materialized in a significant reduction in public investment and a heavier<br />
tax burden, aimed at budgetary consoli<strong>da</strong>tion, have resulted in an economic retraction due to the decrease in<br />
private consumption (both current and durable). One can also observe a contraction in the investment, with the<br />
GFCF indicator recording the lowest historical minimum since the beginning of the series commencing in 1995,<br />
with negative contributions from all the components: transportation equipment, machinery and equipment and<br />
construction, the latter recording the most significant contribution.<br />
The good progress recorded in international trade, with exports achieving a notable increase (+15.1 in terms of<br />
homologous variation in November, with imports decreasing by 3.6%), is insufficient to compensate the strong<br />
reduction in internal demand3 .<br />
Consequently, the Portuguese economy contracted 1.6% in 2011 and the Bank of Portugal, in its Spring<br />
Bulletin, projects a steeper drop of 3.4% for 2012, followed by stagnation in 2013 (reviewing the projections<br />
made in the 2011 Winter Bulletin from -3.1 and +0.3, respectively).<br />
In terms of inflation, the Consumer Price Index (CPI) recorded an average rate increase of 3.7% in 2011 (1.4%<br />
in 2010). This change reflects the significant increase in energy prices and the VAT rate changes applicable as<br />
from January 2011. On the other hand, the average annual increase in the Harmonized Consumer Price Index<br />
(HCPI) moved from 1.4% in 2010 to 3.6% in 2011, attaining a differential of 0.9 p.p.(-0.2 p.p. the previous<br />
year) 4 versus the Euro Zone.<br />
3 The source used here was the “Síntese Económica de Conjuntura” – December 2011, INE (Economic Survey).<br />
4 Índice de Preços no Consumidor, December 2011, INE 11 Jan. 2012 (CPI).
Management <strong>Report</strong> | Grupo <strong>Soares</strong> <strong>da</strong> <strong>Costa</strong>, SGPS, SA<br />
36<br />
Unemployment continues to be a variable displaying a worrisome variation at the economic and social<br />
levels. Recent <strong>da</strong>ta disclosed by INE5 places the estimated unemployment rate for the 4th quarter of 2011 at<br />
14.0%, 1.6 percentage points over that of the previous quarter. The average annual unemployment rate for<br />
2011 was 12.7%.<br />
Internal Market: The Construction Sector<br />
The indicators measuring the evolution of the construction sector reflect its progressive deterioration in 2011.<br />
Last December, the construction production index reflected a homologous variation of -12.7%, reflecting<br />
variations of -12.2% in the construction of buildings and of -13.1% in the civil engineering segment. This<br />
deterioration of the monthly homologous variations, took the average rate change of the global index over the<br />
last twelve months down to -9.9%, with the construction of buildings showing an average variation of -10.2%<br />
in November, which is even worse than that recorded in the civil engineering segment (-9.6%) 6 .<br />
Despite the habitual delay in the adjustment of the labour market, the unusually long recessionary cycle being<br />
experienced by the sector has inevitably resulted in lower employment, with the average variation rate over the<br />
last twelve months, measured in December, coming in at -10.1%.<br />
The drop in the value of public bids launch in 2011, which attained 29.7%, corresponding to a contraction of<br />
1.2 million Euros, compared to the 4.3 million Euros launched in 20107 , is a clear indication that this recessive<br />
climate will be prolonged. Likewise, licensing of new houses and dwellings recorded homologous drops in<br />
December of –25.2% and -35.0% (-21.7% and -29.6% in the previous month), respectively8 .<br />
5 Unemployment Statistics – 4th quarter 2011 - 16 Feb. 2012.<br />
6 Production, Employment and Remuneration in Construction indices, December 2011, INE, 10 February 2012.<br />
7 Conjuntura <strong>da</strong> Construção no. 58, January/2012, FEPICOP (Construction Survey).<br />
8 Economic Survey – January 2012, 17 Feb. 2012 INE.<br />
External Market<br />
37<br />
A brief reference on the macroeconomic environment of the main external markets in which the company has a<br />
direct intervention follows:<br />
ANGOlA<br />
In Angola, the IMF report <strong>da</strong>ted 16 September 2011 on the Fifth Evaluation within the scope of the Stand-By<br />
Agreement, refers that ”the economic growth in 2010 and in the first half of 2011 was strong, although<br />
way below the levels pre<strong>da</strong>ting the crisis. The main constraints were the production of petroleum below the<br />
level expected and the deceleration in the credit flows and in the activity of the sectors affected by delays in<br />
government-debt settlements”. Even so, the same report projected a 7.7% growth rate for the non-petroleum<br />
GDP for 2011, although the overall GDP growth is estimated at 3.4%.<br />
Indeed, the Angolan economy’s growth rate estimates continue to suggest a strong performance, even though<br />
the scenarios of a meagre performance by the global economy and of a petroleum production decrease bring in<br />
an element of uncertainty that recommends prudence in projecting the economy’s expansion rate.<br />
The control over inflation is one of the authorities’ priorities. A decreasing trend has been achieved, with the<br />
variation rate for various prices over the last twelve months coming in at 11.3% in November, with the objective<br />
for 2012 being set at 10%.<br />
MOzAMBIQUE<br />
This country is considered a success story amongst the African economies and has assumed an increasingly<br />
important role in Southern Africa, given, namely its potential as a supplier of energy.<br />
Both internal entities (State Budget Amendment for 2011) and international entities project expansion rates<br />
for the Mozambican economy for 2011 and for subsequent years in excess of 7% 9 , higher than the growth rate<br />
recorded in 2010, 6.8%, which, of itself, was one of the most pronounced growth rates in Sub-Saharan Africa.<br />
9<br />
7.4% at the end of the first half of 2011, according to a statement made by the Governor of the Mozambique Central Bank in official speech at the end of the<br />
economic year of 2011.
This growth rate acceleration results from the progress<br />
brought about by direct foreign investment, via<br />
megaprojects particularly in the mineral resource<br />
extraction sector, through the increase in public<br />
investment as well as due to the good performance<br />
of the agricultural sector, all factors fun<strong>da</strong>mental to<br />
the progress made in attaining the overall strategic<br />
objective of eradicating absolute poverty in the country.<br />
Despite these indicators, its continued heavy<br />
dependence on international aid must be referred.<br />
One of the political priorities has been the war on<br />
inflation which is, however, affected by exogenous<br />
factors such as the increase in the price of<br />
commodities and of foodstuff at an international level.<br />
The adoption of restrictive monetary measures by the<br />
Banco de Moçambique (Mozambican Central Bank) and<br />
the increased stability of the local currency (Metical)<br />
have permitted the reduction of inflation which, even<br />
so, presents an annual average variation rate of<br />
11.3%, measured in November.<br />
UNITED STATES<br />
As stated above, the USA economy expanded some<br />
1.7% during the year just ended and the projections<br />
for 2012 are of an economic growth of some 2%.<br />
In the real estate area the credit restrictions and<br />
Management <strong>Report</strong> | Grupo <strong>Soares</strong> <strong>da</strong> <strong>Costa</strong>, SGPS, SA<br />
38<br />
the continuing adjustment underway to drain the<br />
excessive residential market stocks, lead one to<br />
expect a market with a poor dynamic, although<br />
the bottom of the cycle has been passed. On the<br />
other hand, the federal budget policy and that of<br />
many states, less expansionist, will lead to a public<br />
investment that will not constitute a great economic<br />
growth propulsion factor.<br />
The responses to opinion surveys carried out by AGC<br />
of America (The Associated General Contractors of<br />
America) with reference to the construction sector<br />
in the State of Flori<strong>da</strong> for 2012 are, for the majority<br />
of the segments, conservative or pessimistic<br />
(motorways, other transport, water/sewerage, public<br />
buildings, offices, etc.), with the energy segment<br />
being the only one for which the responses predicting<br />
an increase in turnover for 2012 exceeded those<br />
predicting a decrease.<br />
At the PPP level, following a disappointing 2011<br />
marked by an anaemic behaviour and the cancellation<br />
of projects, namely in Flori<strong>da</strong> - Flori<strong>da</strong> High-Speed Rail<br />
– and in Georgia - West by Northwest Project – projects<br />
for which the Group was prequalified, the expectations<br />
for 2012 are those of a reanimation in various fields:<br />
Greenfield and Brownfield transport infrastructure<br />
projects, social infrastructure and water projects.<br />
ROMANIA<br />
Romania attained a GDP growth in the order of 1.5%<br />
in 2011 and forecasts point to a GDP growth rate of<br />
some 4.3% for 2012.<br />
The construction sector in the country demonstrated<br />
some dynamism in 2011, supported essentially by<br />
the development and construction of infrastructure.<br />
39
3.<br />
Management <strong>Report</strong> | Grupo <strong>Soares</strong> <strong>da</strong> <strong>Costa</strong>, SGPS, SA<br />
40<br />
Relevant<br />
facts of<br />
the year<br />
41<br />
SDC’s Residential Area, Angola (Socie<strong>da</strong>de de Construções <strong>Soares</strong> <strong>da</strong> <strong>Costa</strong>)
The disclosure of the 2010 Results: on 4 April<br />
2011 the Group disclosed the results for the 2010<br />
economic period;<br />
// Realization of the Shareholder General Meeting<br />
on 12 May 2011, that amongst other deliberations<br />
approved the Consoli<strong>da</strong>ted and Individual<br />
Management <strong>Report</strong> and Financial Statements for the<br />
2010 economic period and approved the proposal for<br />
the appropriation of the Individual Net Income for<br />
the Period;<br />
// Adjudication of a construction project to Prince:<br />
on 30 June 2011 the market was informed of the<br />
adjudication of a project to extend a motorway<br />
segment on the I-75, in the Tampa area, in Flori<strong>da</strong>,<br />
United States, in an amount equivalent to 65.4 million<br />
Euros;<br />
// Change in the Executive Commission – on 28 July<br />
Mr Pedro Almei<strong>da</strong> Gonçalves resigned from his position<br />
as Director and, consequently, from that of President<br />
of the Executive Commission, which was accepted with<br />
effect from 30 August 2011; with effect from Mr Pedro<br />
Almei<strong>da</strong> Gonçalves’ cessation of functions as director,<br />
Mr António Castro Henriques was nominated to the<br />
post of President of the Executive Commission;<br />
// Signature of the assignment of a project, launched<br />
by the Direção Nacional de Infraestruturas Públicas<br />
(National Directorate of Public Infrastructure) of the<br />
Ministry of Urbanism and Construction of the Republic<br />
Management <strong>Report</strong> | Grupo <strong>Soares</strong> <strong>da</strong> <strong>Costa</strong>, SGPS, SA<br />
42<br />
of Angola, to Socie<strong>da</strong>de de Construções <strong>Soares</strong> <strong>da</strong><br />
<strong>Costa</strong>, SA, in an amount equivalent to 63 million<br />
Euros, integrated within the requalification of the<br />
“Município de Sambizanga e Encostas <strong>da</strong> Boa Vista”<br />
project, in Luan<strong>da</strong>;<br />
// First projects contracted in Brazil: on 19 August<br />
2011 the Group disclosed that Socie<strong>da</strong>de de<br />
Construções <strong>Soares</strong> <strong>da</strong> <strong>Costa</strong>, SA, in association with<br />
the Brazilian company SERPAL, signed two contracts<br />
with Votorantim Cimentos;<br />
// Adjudication of a conception-construction project to<br />
Prince, in the United States: the Flori<strong>da</strong> Department of<br />
Transportation (FDOT) announced Prince as the winner<br />
of the tender for a conception-construction project<br />
for the substitution of the junction of motorways<br />
US27 (SR25) and SR 50 in Lake County, Flori<strong>da</strong>.<br />
Prince teamed with the USA subsidiary of the English<br />
company Atkins, a leading global consultant in the area<br />
of engineering and conception. The project is worth an<br />
amount equivalent to 14.5 million Euros;<br />
// On 30 August 2011, following Mr Pedro de Almei<strong>da</strong><br />
Gonçalves’ resignation from the post of member of<br />
the Board of Directors, the Board of Directors co-opted<br />
to that post Mr Jorge Domingues Grade Mendes,<br />
integrating the Executive Commission that thereafter<br />
had the following composition: Mr António de Castro<br />
Henriques (President), Mr Gonçalo Andrade Santos and<br />
Mr Jorge Grade Mendes (Members);<br />
// On 20 October 2011 the company disclosed that it<br />
had denounced, with effect from 31 December 2011,<br />
the liquidity contract celebrated on 21 September<br />
2010 with Lisbon Brokers Socie<strong>da</strong>de Corretora, SA<br />
(which contractual position had been assumed in the<br />
meantime by Banco L. J. Carregosa, SA);<br />
// Up<strong>da</strong>te of the strategic plan: on 28 November<br />
2011 the Group announced the need to up<strong>da</strong>te/a<strong>da</strong>pt<br />
its strategy due to the strong deterioration of the<br />
economic and sector context and to the degra<strong>da</strong>tion in<br />
the availability of credit. The strategic guidelines were<br />
therefore strongly oriented to internationalization, to<br />
the construction business area and to the financial<br />
sustainability of the activities (vide the development in<br />
section 1.2 above, in this <strong>Report</strong>).<br />
43
4.<br />
Analysis of<br />
the activity:<br />
consoli<strong>da</strong>ted<br />
Management <strong>Report</strong> | Grupo <strong>Soares</strong> <strong>da</strong> <strong>Costa</strong>, SGPS, SA<br />
44<br />
accounts<br />
45<br />
Agromed Project, Spain (Energia Própria)
Consoli<strong>da</strong>ted Financial Indicators<br />
Management <strong>Report</strong> | Grupo <strong>Soares</strong> <strong>da</strong> <strong>Costa</strong>, SGPS, SA<br />
(Million Euros)<br />
Consoli<strong>da</strong>ted Financial Indicators 2011 2010 Var. %<br />
Turnover 873.5 893.5 -2.2%<br />
Portugal 328.9 380.2 -13.5%<br />
External Market 544.7 513.3 6.1%<br />
EBITDA 94.1 88.2 6.6%<br />
EBITDA Margin 10.8% 9.9% 0.9 p.p.<br />
EBIT 58.9 49.9 18.0%<br />
EBIT Margin 6.7% 5.6% 1.1 p.p.<br />
Financial Results -51.8 -33.5 54.4%<br />
Earnings before Tax 7.1 16.4 -56.7%<br />
Net Income Attributable to Group 2.4 15.6 -84.8%<br />
Turnover<br />
The Group’s turnover amounted to 873.5 million<br />
Euros, 20 million less in absolute terms and 2.2%<br />
below that recorded in the previous year. This drop<br />
was determined by the accentuated decrease in the<br />
domestic market activity, consequence of the adverse<br />
macroeconomic and sector framework, indeed already<br />
sufficiently portrayed in a previous chapter of this<br />
report, and that even the significant developments<br />
occurring in the construction of the Transmontana<br />
motorway infrastructure were insufficient to<br />
compensate.<br />
46<br />
However, the external market had a global growth of 6.1% which, associated with the decrease of 13.5% in<br />
the domestic market, progressively accentuates the international dimension of the Group, with the external<br />
turnover quota representing 62.4%, compared with 57.4% in 2010.<br />
BREAkDOWN OF TURNOvER By GEOGRAPHICAl MARkET<br />
47<br />
(Million Euros)<br />
Market 2011 % 2010 % Variação %<br />
Portugal 328.9 37.6% 380.0 42.6% -13.5%<br />
Angola 325.4 37.3% 344.8 38.6% -5.6%<br />
U.S.A. 114.1 13.1% 78.8 8.8% 44.8%<br />
Mozambique 80.4 9.2% 38.3 4.3% 109.7%<br />
Romania 6.6 0.8% 25.9 2.9% -74.4%<br />
S. Tomé & Príncipe 2.6 0.3% 6.6 0.7% -60.9%<br />
Other 15.6 1.8% 18.9 2.1% -17.6%<br />
TOTAL 873.5 100.0% 893.5 100.0% -2.2%<br />
In the external markets very expressive growths were recorded in the United States and in Mozambique. In the<br />
United States turnover attained an historical maximum of 114 million Euros in 2011, revealing a growth of<br />
44.8% and in Mozambique it exceeded 80 million Euros, more than doubling the amount of the previous year.<br />
Angola, however, saw its 2011 turnover decrease slightly (5.6%) when compared to the maximum amount<br />
recorded the previous year, but approaches to compete with the domestic market for primacy in terms of<br />
turnover.<br />
The remaining markets (S. Tomé and Príncipe, Romania and other) present a global amount close to 25 million<br />
Euros but lost relevance in comparative terms with the previous year.
DISTRIBUTION OR TURNOvER By BUSINESS AREA<br />
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48<br />
(Million Euros)<br />
2011 % 2010 % Var. %<br />
Turnover 873.5 100.0% 893.5 100.0% -2.2%<br />
Construction 796.2 91.1% 842.0* 94.2% -5.4%<br />
Concessions 187.6 21.5% 102.2 11.4% 83.6%<br />
Real Estate 7.1 0.8% 14.6 1.6% -51.2%<br />
Energia Própria 8.6 1.0% - - -<br />
Group + Shared Serv. 13.6 1.6% 11.3 1.3% 20.2%<br />
Eliminations -139.6 -16.0% -76.5 -8.6% -<br />
* For comparative purposes the Construction indicators include Industry, previously separately disclosed.<br />
In terms of the contribution of each business area to the consoli<strong>da</strong>ted turnover, the highlights were the<br />
significant increase in the amount and weight of the activity in the Concessions area, in detriment to the<br />
Construction area, that suffered a drop of 5.4%; the real estate area, in the absence of the development of<br />
new projects and with the anaemic state of the market, had a decreasing weight, below that of the Self Energy<br />
segment, consoli<strong>da</strong>ted for the first time in 2011 and still only representing a mere 1% of total turnover.<br />
Profitability<br />
The income statement, summarized below by major caption, shows that, despite the slight decrease in<br />
turnover, the operating margin increased from 5.6% to 6.7% in relation to total operating gains, reflecting the<br />
Group’s strategic concern with the sustainability of the activities in detriment to an aggressive growth based on<br />
the practice of a risky pricing policy, increasingly widespread, but unsustainable in the medium/long-term.<br />
CONSOlIDATED INCOME STATEMENT<br />
49<br />
(Million Euros; structure in % of Operating Revenue and Gains)<br />
2011 % 2010 % Var. %<br />
Turnover 873.5 98.5% 893.5 98.9% -2.2%<br />
Production variation -19.1 -2.2% -17.2 -1.9% 10.8%<br />
Other operating gains 32.4 3.6% 27.3 3.0% 18.7%<br />
Revenue and Operating Gains (OG) 886.8 100.0% 903.6 100.0% -1.9%<br />
Cost of Goods Sold 186.5 21.0% 176.2 19.5% 5.8%<br />
External Supplies and Services 437.2 49.3% 460.9 51.0% -5.1%<br />
Staff Costs 146.4 16.5% 156.5 17.3% -6.5%<br />
Provisions and value Adjust. 1.9 0.2% 4.1 0.5% -52.9%<br />
Amort. / Depr. and Impairment losses 33.8 3.8% 34.5 3.8% -2.2%<br />
Other Operating losses 22.1 2.5% 21.4 2.4% 3.2%<br />
EBIT 58.9 6.6% 49.9 5.5% 18.0%<br />
Financial Results -51.8 -5.8% -33.5 -3.7% 54.4%<br />
Earnings before Tax 7.1 0.8% 16.4 1.8% -56.7%<br />
Corporate Income Tax 4.7 0.5% 0.3 0.0% -<br />
Net Income for the Priod 2.3 0.3% 16.0 1.8% -85.4%<br />
Net income Attributable to Group 2.4 0.3% 15.6 1.7% -84.8%<br />
EBITDA attained 94.1 million Euros in 2011 (corresponding to 46.6 million Euros obtained in the 2nd half of the<br />
year and 47.5 in the 1st half), increasing by 6.6% over the previous year. Consequently, the EBITDA/turnover<br />
margin recorded a positive evolution, due to in addition to the EBITDA being higher in absolute terms (+5.9<br />
million Euros), it having been obtained with a lower turnover, increasing to 10.8%, 0.9 percentage points over<br />
the 2010 value.
PROFITABIlITy By BUSINESS AREA<br />
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50<br />
(Million Euros)<br />
2011 % Margin 2010 % Margin Var. %<br />
EBITDA 94.1 100.0% 10.8% 88.2 100.0% 9.9% 6.6%<br />
Construction 47.7 50.7% 6.0% 53.9 61.1% 6.4% -11.5%<br />
Concessions 43.3 46.0% 23.1% 34.0 38.5% 33.3% 27.3%<br />
Real Estate 4.1 4.3% 57.0% 5.5 6.2% 37.7% -26.1%<br />
Energia Própria -2.1 -2.2% -23.9% - - - -<br />
Group + Shared Services 0.7 0.7% 5.1% -1.9 -2.1% -16.5% 137.2%<br />
Eliminations 0.4 0.4% - -3.4 -3.8% - -<br />
EBIT 58.9 100.0% 6.7% 49.9 100.0% 5.6% 18.0%<br />
Construction 29.4 50.0% 3.7% 32.3 64.7% 3.8% -8.9%<br />
Concessions 29.0 49.3% 15.5% 19.9 39.8% 19.5% 45.9%<br />
Real Estate 2.5 4.2% 35.0% 3.9 7.8% 26.6% -35.7%<br />
Energia Própria -2.2 -3.7% -25.4% - - - -<br />
Group + Shared Services -0.2 -0.4% -1.7% -2.8 -5.7% -25.0% 91.8%<br />
Eliminations 0.4 0.6% - -3.3 -6.7% - -<br />
Note: The margin is calculated in relation to the turnover of each segment.<br />
Financial Results<br />
Financial Results totalled -51.8 million Euros, when it had been -33.5 million Euros in 2010. Within this change<br />
special significance is attributed to the decrease in the revenue and capital gains from shareholdings (-16.9<br />
million Euros), that were trongly influenced in 2010 by the disposal of the shareholding the Group held in Banco<br />
Africano de Investimentos.<br />
Net financing costs (interest borne less interest earned) increased from 36.0 million Euros to 41.1 million Euros,<br />
which was ultimately compensated by the exchange differences that, having been marginally negative in 2010<br />
(-0.5 million Euros), contributed with a positive 6.4 million Euros in the year under review.<br />
Earnings before Tax and Net Income<br />
51<br />
The conjugation of the operating and financial results analysed above resulted in a pre-tax profit of 7.1 million<br />
Euros, significantly below (-56.7%) that obtained in the preceding year. Additionally, the tax impact on 2011<br />
was more burdensome than it was over 2010, due to the different natures of the taxable income as well as the<br />
fact that the tax amount includes the effect of the de-recognition of some deferred tax assets of a subsidiary<br />
of the concessions area. Hence, net income was even more penalized in relation to the previous year (-84.8%),<br />
totalling 2.4 million Euros.<br />
Consoli<strong>da</strong>ted Statement of Financial Position<br />
At the level of the consoli<strong>da</strong>ted statement of financial position and in a comparative analysis between 2011 and<br />
the previous year, two dominant and related aspects permeate this statement:<br />
• A balance sheet growth with significant increases in assets and liabilities;<br />
• A structural change clearly revealing the growing weight of the business of the Concessions area in the Group,<br />
namely in terms of the infrastructure projects under construction that have adopted the financial asset model<br />
of accounting (in particular the Transmontana motorway, but also the Zambeze motorway, in Mozambique).<br />
Reference will now be made to some relevant aspects that result from the above-mentioned comparative<br />
analysis of this financial statement, starting with the breakdown and evolutionary analysis of the Assets:<br />
• Total assets grew by 102.4 million Euros, to 1,763.7 million, with the variation being split into an increase of<br />
136.7 million Euros in non-current assets (that move from 800.5 to 937.2 million Euros), whilst current assets<br />
decrease (-34.3 million Euros);<br />
• The increase in non-current assets is fun<strong>da</strong>mentally related to accounts receivable that increased by 135.7<br />
million Euros, relating, to a large extent, to the accounting in the consoli<strong>da</strong>ted statement of financial position of<br />
the financial assets of the above-mentioned concessions, that follow the financial asset accounting model;
Management <strong>Report</strong> | Grupo <strong>Soares</strong> <strong>da</strong> <strong>Costa</strong>, SGPS, SA<br />
52<br />
• At the level of current assets the most important change is related to the decrease in inventories, from 158.3<br />
to 127.9 million Euros.<br />
Equity, which increased in 2010, suffered a drop of 23.0 million Euros in 2011. The main changes relate to the<br />
following factors:<br />
• Change, net of deferred taxes, in the fair value of derivative financial instruments (essentially interest rate<br />
swaps in the concessions area) of -20.7 million Euros;<br />
• The distribution of dividends to the shareholders out of the 2010 net income, approved at the Ordinary<br />
General Meeting of 12 May, in an amount of 3.5 million Euros;<br />
• The consoli<strong>da</strong>ted result for the period that amounted to +2.4 million, in this case with a positive impact;<br />
• Other variations in equity (foreign exchange reserves, movements in own shares and other changes), in a<br />
global amount of -1.2 million Euros.<br />
Given the fun<strong>da</strong>mental equation of the balance sheet, with an increase in assets of 102.4 million Euros and<br />
a decrease in equity of 23.0 million Euros, liabilities increased by 125.4 million Euros, This increase was<br />
concentrated in non-current liabilities (Δ= 141.4 million), since current liabilities decreased by 16.0 million<br />
Euros. In addition to the captions that contribute to net debt, which evolution is analysed below, the largest<br />
changes occurred in derivative financial instruments, essentially from the concessions area, that now amount of<br />
66.4 million Euros (the sum of the current and non-current elements), versus the amount of 38.3 million Euros<br />
a year before. At the current liabilities level and in the working capital captions, a decrease is evident in amounts<br />
due to suppliers (-25.8 million Euros), as is a reduction in advances from clients (-37.2 million Euros).<br />
Net debt<br />
Remunerated net debt at the end of 2011 amounted to 863.0 million Euros and included an amount of 399.8<br />
million Euros of debt without recourse, in the concessions business segment.<br />
EvOlUTION OF NET DEBT<br />
53<br />
(Million Euros)<br />
DEC. 2011 DEC. 2010 Variation %<br />
Total Net debt 863.0 735.4 16.7%<br />
With recourse 463.2 442.5 4.7%<br />
Without recourse 399.8 292.9 36.5%<br />
The amount of 463.2 million Euros in debt with recourse is at the level recorded at the end of the 1st half-year<br />
of the previous year (461.9 million Euros). The financing of the reinforcement of own funds in some projects,<br />
namely in the Transmontana motorway sub-concessionaire, is the main factor justifying the increase in<br />
corporate debt in 2011 that, were it not for that component, would have decreased compared to the amount of<br />
the previous year. On the other hand, the debt without recourse increased significantly due to the direct external<br />
financing of the sub-concessionaire.<br />
The following table shows the evolution of net debt and of EBITDA over the last few years, with the respective<br />
multiple, in 2011, at an amount of 9.2x compared to the amount of 8.3x a year before.<br />
EvOlUTION OF NET DEBT AND RATIO OF NET DEBT/ EBITDA<br />
(Million Euros)<br />
2007 2008 2009 2010 2011<br />
Net debt 313.6 606.3 675.9 735.4 863.0<br />
EBITDA 313.6 347.1 379.7 442.5 463.2<br />
Multiple (Net debt / EBITDA) 8.7x 7.0x 7.8x 8.3x 9.2x<br />
Multiple (recourse Net debt / recourse EBITDA) 8.7x 6.9x 7.2x 8.3x 8.2x
Investiment<br />
Management <strong>Report</strong> | Grupo <strong>Soares</strong> <strong>da</strong> <strong>Costa</strong>, SGPS, SA<br />
54<br />
The amount of the investment in Tangible Fixed Assets totalled, in 2011, 25.7 million Euros, 11.8% lower than<br />
the 29.2 million Euros in 2010. The breakdown by investment caption is as follows:<br />
EvOlUTION OF INvESTMENT<br />
(Million Euros)<br />
Investimento 2011 2010 Variation %<br />
land and buildings 6.2 7.1 -12.9%<br />
Basic equipment 6.9 8.4 -17.7%<br />
Fixed tangible assets in-progress 10.5 9.6 9.4%<br />
Other tangible fixed assets 2.2 4.1 -47.2%<br />
TOTAL 25.7 29.2 -11.8%<br />
This investment is substantially concentrated in the construction segment and relates, over and above the<br />
investment in plant, to the effort put into improving the production support infrastructure, with a particular<br />
emphasis on the Viana and Luan<strong>da</strong> construction yards, in Angola.
5.<br />
Performance<br />
by business<br />
area<br />
Management <strong>Report</strong> | Grupo <strong>Soares</strong> <strong>da</strong> <strong>Costa</strong>, SGPS, SA<br />
56<br />
57<br />
CUF Hospital, Portugal (ClEAR)
5.1 CONSTRUCTION<br />
The Construction area, being the traditional sector<br />
of intervention, is the most important vector in<br />
the business of the <strong>Soares</strong> <strong>da</strong> <strong>Costa</strong> Group and its<br />
internationalization assumes a preponderant role.<br />
<strong>Soares</strong> <strong>da</strong> <strong>Costa</strong> Construção, S.G.P.S., S.A. leads this<br />
business area, and it should be pointed out that in<br />
2011, as a result of the merger through incorporation<br />
of <strong>Soares</strong> <strong>da</strong> <strong>Costa</strong> Indústria, SGPS, SA, it also went<br />
on to incorporate the original shareholdings of this<br />
previously autonomous industrial segment, namely<br />
Socometal, Somafel and OFM. However, for greater<br />
ease and understanding of all subsequent analyses,<br />
the indicators presented below with respect to 2010<br />
have been re-expressed as if the industry area already<br />
belonged to the construction business area, thereby<br />
permitting a complete comparability.<br />
Management <strong>Report</strong> | Grupo <strong>Soares</strong> <strong>da</strong> <strong>Costa</strong>, SGPS, SA<br />
58<br />
The chart shown below presents a summary of the<br />
principal consoli<strong>da</strong>ted indicators of this business area,<br />
evidencing a global decrease of 5.4% in turnover,<br />
result of the combination of a significant decrease in<br />
the domestic market activity that a slight increase<br />
in the external market did not compensate, a certain<br />
resilience in the margins of an operational nature (with<br />
the EBITDA/turnover margin at 6.0%) and a slight<br />
deterioration of the financial function. Were it not<br />
for the less interesting behaviour in the profitability<br />
level achieved in the United States market, we would<br />
be concluding that the difficulties and challenges<br />
resulting from the adverse economic environment that<br />
marked 2011, were completely and successfully over.<br />
Key Peformance Indicators - Construction<br />
59<br />
(Million Euros)<br />
2011 2010* Variation %<br />
Turnover 796.2 842.0 -5.4%<br />
Portugal 264.2 314.0 -15.9%<br />
International Market 532.0 528.0 0.8%<br />
EBITDA 47.7 53.9 -11.5%<br />
EBIT 29.4 32.3 -8.9%<br />
Financial results -16.9 -14.1 19.5%<br />
Net income 7.4 13.4 -44.8%<br />
* Note: 2010 amounts presented as if the Industry business area already formed part of the Construction business area.<br />
Turnover<br />
The Construction business area turnover attained the amount of 796.2 million Euros in 2011, which compares<br />
with 842.0 million Euros in the previous year (-5.4%). The relative weight of the external market, which grew<br />
globally in terms of annual variation (+0.8%), was significantly accentuated and it came to represent 2/3 of<br />
total turnover, due to the significant decrease recorded in the domestic market. The latter resulted from the<br />
demand restrictions in the internal market, profusely illustrated by the various indicators discussed in the<br />
sector overview analysis and which effects were passed on, in a very relevant manner, in the contribution to the<br />
consoli<strong>da</strong>ted turnover made by some of the subsidiaries focused on this market, as was the case, in particular,<br />
of the subsidiary Contacto.<br />
TURNOvER OF THE CONSTRUCTION BUSINESS AREA By GEOGRAPHICAl MARkET<br />
(Million Euros)<br />
2011 % 2010 % ∆ 2011/10<br />
Portugal 264.2 33.2% 314.0 37.3% -15.9%<br />
Angola 327.6 41.1% 364.3 43.3% -10.1%<br />
United States 114.2 14.3% 78.9 9.4% 44.7%<br />
Mozambique 72.1 9.1% 36.3 4.3% 98.5%<br />
Brazil 4.2 0.5% - - -<br />
Romania 6.6 0.8% 25.9 3.1% -74.4%<br />
Others 7.3 0.9% 22.6 2.7% -67.7%<br />
TOTAL 796.2 100.0% 842.0 100.0% -5.4%
The following table presents the contribution of each subsidiary/joint venture/associated company of the<br />
Construction business area to the consoli<strong>da</strong>ted turnover of this area and the respective comparison with the<br />
previous year:<br />
TURNOvER By COMPANy - CONSTRUCTION<br />
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(Million Euros)<br />
Companies Gross Adjust. Consol. Consol. Var.<br />
Soc. Construções <strong>Soares</strong> <strong>da</strong> <strong>Costa</strong>, SA 605.7 -164.5 441.1 507.8 -13.1%<br />
CONTACTO - Soc. Construções, S.A. 25.2 -4.5 20.7 51.1 -59.4%<br />
Prince Contracting, llC 113.7 0 113.7 76.6 48.5%<br />
<strong>Soares</strong> <strong>da</strong> <strong>Costa</strong> América, Inc. 0.3 -0.3 0 0.1 -100.0%<br />
Porto Construction Group, llC 0 0 0 2.5 -99.0%<br />
<strong>Soares</strong> <strong>da</strong> <strong>Costa</strong> Construction Services, llC 0.2 0 0.2 0.4 -49.8%<br />
<strong>Soares</strong> <strong>da</strong> <strong>Costa</strong> Contractor, INC 0.3 0.1 0.2 0.3 -31.8%<br />
ClEAR - Instalações Eletromecânicas, S.A. 36.3 -31.6 4.7 9.3 -49.6%<br />
ClEAR ANGOlA, S.A. 57.5 -46.7 10.8 13.9 -22.6%<br />
<strong>Soares</strong> <strong>da</strong> <strong>Costa</strong> Moçambique, SARl 18.7 -0.1 18.6 16.2 14.7%<br />
<strong>Soares</strong> <strong>da</strong> <strong>Costa</strong> S. Tomé e Príncipe - Construções, l<strong>da</strong> 0.6 0 0.6 3.2 -82.4%<br />
SDC Construcciones Centro Americanas, SA 1.5 0 1.5 0.7 126.3%<br />
Carta - Restauração e Serviços, l<strong>da</strong>. 10.7 -7.4 3.3 2.5 32.1%<br />
CAET XXI - Construções, ACE 125.5 -0.2 125.3 37.8 231.2%<br />
SDC/Contacto - Modernização de Escolas, ACE 4.1 0 4.1 14.9 -72.3%<br />
GACE - Gondomar, ACE 2.2 -0.1 2.1 13.5 -84.5%<br />
lGC - linha de Gondomar, Construtores, ACE 1.2 -1.4 -0.3 4.2 -106.2%<br />
HidroAlqueva, ACE 20.9 -5.5 15.4 14.6 4.8%<br />
Nova Estação, ACE 5.4 -0.6 4.8 8.9 -45.5%<br />
TRANSMETRO -Const. Metropolitano do Porto, ACE 0.7 -0.2 0.5 5.1 -90.2%<br />
Normetro - Agrup. do Metrop. do Porto, ACE 0.2 0 0.2 6.5 -96.7%<br />
lGv - Eng. e Const. de linhas de Alta veloci<strong>da</strong>de, ACE 1.5 0 1.5 3.2 -54.7%<br />
GCvC, ACE 2.2 0 2.2 3.0 -28.3%<br />
Mota-Engil, SDC, Mte. Adriano - Matosinhos, ACE 3.2 0 3.2 3.2 1.1%<br />
SOMAFEl - Engenharia e Obras Ferroviárias, S.A., SA 7.8 -0.1 7.7 28.2 -72.8%<br />
OFM - Obras Públicas, Ferroviárias e Marítimas, S.A. 5.4 -0.1 5.2 7.7 -31.9%<br />
Construções Metálicas SOCOMETAl, S.A. 12.3 -8.0 4.2 5.9 -27.8%<br />
Terceira Onde Planejamento e Desenvolvimento, lt<strong>da</strong>. 3.9 0 3.9 0 -<br />
Restantes 0.6 0.2 0.8 0.7 15.9%<br />
TOTAL 1,067.4 -271.2 796.2 842.0 -8.5%<br />
61<br />
Next are summarized the most relevant aspects of the development of the activity in this business area during<br />
2011, in the different geographical markets:<br />
Portugal<br />
The companies of the Construction business area consoli<strong>da</strong>ted using the full consoli<strong>da</strong>tion method and with a<br />
significant intervention in the country are:<br />
• Socie<strong>da</strong>de de Construções <strong>Soares</strong> <strong>da</strong> <strong>Costa</strong>, SA;<br />
• Contacto – Socie<strong>da</strong>de de Construções, SA;<br />
• Clear – Instalações Electromecânicas, SA;<br />
• Construções Metálicas Socometal, SA, originally from the Industry area.<br />
Furthermore, various joint ventures, in which, namely Socie<strong>da</strong>de de Construções <strong>Soares</strong> <strong>da</strong> <strong>Costa</strong>, SA, has<br />
shareholdings, are in operation and are consoli<strong>da</strong>ted using the proportional method; during the 2011 economic<br />
period additional companies were consoli<strong>da</strong>ted using the proportional method, namely those with share capital<br />
held by the rail and maritime project area, that transferred in from the Industry area: Somafel and OFM.<br />
The performance of these companies in 2011 was conditioned by the depressive climate hanging over the<br />
domestic civil construction and public works market described above. Adding to this, and despite the signing of<br />
the reformulated concession contract in February 2011, was the Court of Auditors’ delay in issuing the formal<br />
approval (visto) on the contract (the contract is with the concessionaire Elos), relating to the high velocity train<br />
line project for the section Poceirão-Caia, and which, subsequent to the period end, was ultimately rejected by<br />
the Court of Auditors.<br />
Even though the market constraints that conditioned the activity of the sector’s companies in Portugal were<br />
strong, Socie<strong>da</strong>de de Construções <strong>Soares</strong> <strong>da</strong> <strong>Costa</strong>, SA, was able to turn around the year 2011, and it can be<br />
said that the company’s performance positively overcame the difficulties it faced.<br />
Of great relevance to the year’s activity was the Transmontana motorway construction project developed by<br />
the complementary group of companies (ACE) CAET XXI - Construções, ACE, in which the company has a 50%
shareholding. In reality, were it not for this project the domestic turnover of the company, which was in line<br />
(even slightly above, +1.8%) with that of the previous year, would have been significantly lower.<br />
In addition to the merited highlighting of this project in particular, the following important works were<br />
completed in Portugal, during the 2011 economic period:<br />
• Parque Escolar – Lote 2AN2 (School Premises Network – Lot 2AN2);<br />
• ETAR do Barreiro (WWTP);<br />
• Barreiro-Moita Drainage Sub-system;<br />
• Capinha Irrigation Network, in Cova <strong>da</strong> Beira;<br />
• Pousa<strong>da</strong> <strong>da</strong> Ci<strong>da</strong>dela de Cascais (Heritage Hotel);<br />
• Bypass to Ma<strong>da</strong>lena do Mar, in Madeira;<br />
• Organic Recovery Centre in Seixal, which entered the testing phase of the equipment and systems.<br />
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Regarding the works started in 2011, and despite the climate of economic containment installed in Portugal,<br />
the following should be highlighted:<br />
• Pousa<strong>da</strong> <strong>da</strong> Serra <strong>da</strong> Estrela (Heritage Hotel), in Covilhã;<br />
• World Hotel, in Praia <strong>da</strong> Tocha;<br />
• Hotel Sana Evolution, in Lisbon;<br />
• EDIA – Bloco de Aljustrel (Block);<br />
• EDIA – Bloco de Pedrógão 3 (Block);<br />
• Tróia Housing Development Infrastructure;<br />
• Substitution of the Vitória Plant roofing, in Madeira.<br />
Regarding the geographical distribution of the domestic operating activity of the main construction company<br />
of the Group, a strong stagnation was confirmed in Madeira (1% of activity in 2011, compared to 4% in<br />
2010 and 14% in 2009) and a strong concentration was evident in the north of the country. It should be<br />
pointed out that this percentage results primarily from the Transmontana motorway, which represents a<br />
huge portion of this amount.<br />
DOMESTIC ACTIvITy IN 2011: DISTRIBUTION By GEOGRAPHICAl AREA<br />
Madeira 1%<br />
South 31%<br />
63<br />
The distribution by activity segment followed the sector trend already manifested in 2010, in which a clear<br />
deceleration in private activity was detected, in that there was a shift to the Engineering and Infrastructure<br />
segment, that increased its quota from a mere 27% in 2008 to almost 54% in 2009, representing some twothirds<br />
in 2010 and almost 90% in 2011. Once again, it must be stressed that this number does not reflect any<br />
public investment intention trend but rather an abrupt drop in private investment.<br />
DOMESTIC ACTIvITy IN 2011: DISTRIBUTION By SEGMENT<br />
Civil Construction 8.8%<br />
North 68%<br />
Engineering and<br />
infrastructures 91.2%<br />
Within the segment of Civil Construction, almost three-quarters of the activity occurred in the Hotel subsegment,<br />
with the remaining activity in 2011 split between Residential and School construction. The latter subsegment,<br />
given its public sector investment nature, highlights the undeniable stagnation in private investment.
DOMESTIC ACTIvITy IN 2011 – CIvIl CONSTRUCTION: DISTRIBUTION By SUB-SEGMENT<br />
Oce buildings 1.8%<br />
Schools 11.8%<br />
Industry 0.6%<br />
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Within the Engineering and Infrastructure segment, Roads represented some two-thirds of the activity, followed<br />
by Infrastructure and Environment with a weight of some 10%, Dams (corresponding essentially to the<br />
reinforcement of the Alqueva Dam energy production capacity) with some 6% and Bridges, with 5%.<br />
DOMESTIC ACTIvITy IN 2011 – ENGINEERING AND INFRASTRUCTURE: DISTRIBUTION By SUB-SEGMENT<br />
Infrastructures 10.5%<br />
Roads 65.2%<br />
Residential buildings 12.2%<br />
Hotels 73.6%<br />
Tunnels 0.1%<br />
Railway 1.7%<br />
Bridges 4.8%<br />
Environment 11.3%<br />
Dams 6.4%<br />
At the level of the complementary group of companies (ACE) in which the company participates, in addition<br />
to the CAET XXI– Construções, ACE (50%) referred to above and the LGV- Engenharia e Construção de Linhas<br />
de Alta Veloci<strong>da</strong>de, ACE (17.25%), set up with the object of “executing the work underlying the contract to be<br />
signed with ELOS – Ligações de Alta Veloci<strong>da</strong>de, S.A., the company that is to celebrate the contract covering<br />
the concession, construction, financing, maintenance and availability, throughout the entire RAVE concession<br />
period, of the Poceirão-Caia line as well as all the operating activities at Évora Station, including those of<br />
management and sale of advertising, of the commercial areas integrated in it and of the car parks adjacent to<br />
it” the following must also to be referred to:<br />
• HidroAlqueva, ACE (50%), with the object of executing the global construction contract for the capacity<br />
increase of the Alqueva hydroelectric plant (Escalão), for EDP;<br />
• Mota-Engil, <strong>Soares</strong> <strong>da</strong> <strong>Costa</strong>, MonteAdriano - Matosinhos, ACE (28.57%), for the construction of the<br />
infrastructure necessary for the implementation of Indáqua Matosinhos, SA’s investment plan;<br />
65<br />
• GCVC – Grupo Construtor de Vila do Conde, ACE (28.57%), in respect of the conception, project and construction<br />
of the infrastructure necessary for the implementation of Indáqua Vila do Conde, SA’s investment plan;<br />
• Nova Estação, ACE (25%) – Contract for the conception/construction of the structural work on the extension<br />
between the Amadora East and the Reboleira Stations on the Blue Line of the Metropolitano de Lisboa E.P.(Metro).<br />
The domestic market has been the target market of the subsidiary Contacto. This subsidiary recorded a<br />
substantial drop in its activity in 2011. The considerable decrease in the demand for commercial buildings from<br />
the client Sonae, a very depressed private market due to the domestic and international funding shortage and<br />
the aversion to risk assumed by the investors who have also delayed the start-up of projects, and a very limited<br />
public investment programme, have turned 2011 into one of the years, in the company’s more recent history,<br />
recording the lowest activity levels.<br />
2011 saw the continued strategic widening of Contacto’s client portfolio and the relative weight of public works<br />
in its works mix was strengthened even if, as is patent above, the scarcity of the demand determined a very<br />
relevant decrease in the activity.
During the 2011 economic period the following works<br />
were completed:<br />
• Construction of the 2nd segment of the Pisão-Roxo<br />
Adductor of the Alqueva Multipurpose Complex;<br />
• Construction of the A12 Setúbal / Montijo Motorway<br />
Sub-section Junction A2 – A12 Setúbal (EN 10) – Alto<br />
<strong>da</strong> Guerra;<br />
• Construction of the reformulation of the Campo<br />
junction, with the widening and improvement from<br />
2 to 3 lanes, between Km 19+800 and Km 20+825,<br />
of the subsection Valongo/Campo – A4 Oporto /<br />
Amarante Motorway;<br />
• Monserrate High School;<br />
• Cal<strong>da</strong>s <strong>da</strong>s Taipas High School;<br />
• Carlos Amarante High School.<br />
Individual turnover amounted to 25.2 million Euros,<br />
with an operating result of 115 thousand Euros,<br />
compared to the amounts of 73.2 million Euros and<br />
576 thousand Euros, respectively, in 2010.<br />
Clear is another subsidiary with a relevant activity<br />
both in the country as well as in Angola, in this case<br />
through its subsidiary Clear Angola.<br />
In Portugal, in terms of production and benefitting from<br />
a relatively comfortable works volume that transitioned<br />
from the previous year, the activity ran as expected,<br />
and the company’s resources achieved a significant<br />
occupancy rate. The company’s participation in the<br />
following projects is to be highlighted:<br />
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• Pousa<strong>da</strong> <strong>da</strong> Ci<strong>da</strong>dela de Cascais (Heritage Hotel),<br />
with its involvement in the hydraulic, mechanical and<br />
electrical installations;<br />
• CVO - Central de Valorização Orgânica do Seixal<br />
(Organic Recovery Centre): a contract won in 2010 by<br />
the Hydraulics area, had a significant evolution during<br />
the year just ended and is currently in its final stage;<br />
• Vila Verde High School, in the Braga district, with its<br />
intervention in the acclimatization area.<br />
Within the scope of the construction of the<br />
Transmontana motorway and through the electrotechnical<br />
area some subcontracts were undertaken<br />
in the “electrical public lighting infrastructure in the<br />
Espinheiro, Alto de Espinho, Vila Real Centro and Vila<br />
Real Norte junctions”, “telecommunication and public<br />
lighting networks infrastructure in the Amendoeira<br />
junction” and “telecommunication and public lighting<br />
networks infrastructure in Lot 10”.<br />
In Madeira, Hydraulics concluded the “hydraulics<br />
installation and equipment at the São Martinho High/<br />
Professional School”.<br />
Close to end of the period, contract work was restarted<br />
on the “hydraulics installation and equipment at<br />
Quinta do Lorde – Marina and Resort Hotel – Phase II”,<br />
following the interruption that occurred in 2010.<br />
In the railways sector, which activity segment is run<br />
by the subsidiary Somafel, 2011 saw a degra<strong>da</strong>tion of<br />
the production activity due to the inexistence of new<br />
adjudications. Indeed, the limits imposed on debt levels in companies falling within the State corporate sector<br />
practically implied the cessation of the launch of any public tenders. Additionally, the expectations regarding<br />
some projects on the Linha do Norte (North Line) were not realized, justified by the infrastructure’s poor<br />
performance, primarily in the segments not yet modernized.<br />
In this manner the activity of the company in the domestic market was insignificant, and it had to redirect itself<br />
to the external market, to countries in the Maghreb region (Kingdom of Morocco and the Popular and Democratic<br />
Republic of Algeria) where it has been consoli<strong>da</strong>ting its presence since 2005 and 2007, respectively.<br />
67<br />
With regard to Socometal, its activity in the domestic market ran as planned and in line with the previous year. The<br />
most significant works undertaken were the bypass over the Fervença River and the 6.2 A overhead passage in Vila<br />
Real, both within the scope of CAET XXI and, for clients totally external to the Group the highlight goes to the Bridge<br />
over the Febros River, within the scope of the Douro Litoral (Teixeira Duarte, SA) concession and the structural project,<br />
supply and installation of metallic shading coverage structures for Warehouse 08 (Gran Cruz Porto, SA), all in the<br />
“iron” specialty, whilst in “aluminium” the highlight goes to the Pousa<strong>da</strong> <strong>da</strong> Ci<strong>da</strong>dela (Heritage Hotel) in Cascais.<br />
Globally, the consoli<strong>da</strong>ted turnover of the Construction area in the domestic market amounted to 264.2 million<br />
Euros, a drop of 15.9% on the 314.0 million Euros of the previous year.<br />
Angola<br />
The Angolan market contributed globally, in 2011, with 327.6 million Euros, effectively constituting the largest<br />
activity quota, representing 41.1% of global turnover.<br />
In this market the activity of Socie<strong>da</strong>de de Construções <strong>Soares</strong> <strong>da</strong> <strong>Costa</strong>, S.A. is of a fun<strong>da</strong>mental significance but<br />
so is that of the subsidiary Clear, Clear Angola, which has been assuming a position of growing relevance.<br />
With reference to the activity of Socie<strong>da</strong>de de Construções <strong>Soares</strong> <strong>da</strong> <strong>Costa</strong>, SA in this country during<br />
2011, despite not having met the levels of the previous year it continued, however, to maintain high levels. Its<br />
notoriety and acknowledged prestige and the technical reputation earned in the construction of buildings in the<br />
diverse sub-segments (residential, commercial and offices), justify and call for the participation of the company<br />
in varied important projects.
However, the infrastructure segment, a strategic<br />
development vector in the diversification and<br />
enlargement of the business portfolio, already<br />
assumes an important operational significance in this<br />
market. Amongst the most relevant works included in<br />
the production for the year were the following:<br />
• Construction of the Bayview office blocks;<br />
• Rehabilitation of the Marginal de Luan<strong>da</strong><br />
(Waterfront Road);<br />
• Largo do Ambiente Building (completed);<br />
• Torre do 1º Congresso (Tower);<br />
• Atrium Independência Building (completed);<br />
• Museu <strong>da</strong> Ciência e <strong>da</strong> Tecnologia (Science and<br />
Technology Museum) – GOE;<br />
• INE – New Building;<br />
• Sana Luan<strong>da</strong> Royal Hotel (completed).<br />
It is important to highlight the progressive expansion<br />
of the activity of the company to regions outside<br />
the Luan<strong>da</strong> area, with the execution of works,<br />
namely in Soyo (Bechtel – LNG Project: Bairro Fina<br />
School), Benguela (BESA headquarters in Lobito), and<br />
Huambo (Huambo Cultural Centre), projects that were<br />
adjudicated and started during the period.<br />
Clear Angola invariably continues to grow its activity<br />
and its turnover increased by 18.2% when expressed<br />
in local currency and 9.9% when expressed in Euros,<br />
attaining the amount of 57.5 million Euros, even after<br />
having had a growth of 43.5% in 2010 that followed<br />
Management <strong>Report</strong> | Grupo <strong>Soares</strong> <strong>da</strong> <strong>Costa</strong>, SGPS, SA<br />
68<br />
on a growth of 35% in 2009.<br />
Indeed, in 2011, Clear had an active role in the<br />
majority of the residential and office block projects<br />
that were being built in Luan<strong>da</strong>, such as Torre<br />
Dipan<strong>da</strong>, Torre Atrium, the Total building, the<br />
Sonangol Distribuidora building as well as in other<br />
areas, examples of which are the Hospitals of<br />
Sambizanga, Cazenga and Futungo, which endowed<br />
the company with a growing and valuable affirmation<br />
in the market and also a notable progress in its<br />
technical execution capabilities.<br />
The activity mix did not alter significantly, with<br />
“electricity” representing 41% of the output (43%<br />
a year before), “acclimatization” growing somewhat<br />
(29% versus 26% in 2010) and “hydraulics”<br />
representing 27% (versus 28% a year before). Finally,<br />
“maintenance” generated revenue representing<br />
3%, an amount equal to that of the previous year.<br />
Nevertheless, the growth of the revenue in nominal<br />
terms from all the specialties compared to that of the<br />
previous year should be highlighted.<br />
Socometal has also sought to implement itself<br />
in this market even though, for now, its activity<br />
has only derived from subcontracting work from<br />
Socie<strong>da</strong>de de Construções <strong>Soares</strong> <strong>da</strong> <strong>Costa</strong>, SA, with<br />
the more notable interventions during the year in<br />
the “aluminium” area being the Largo do Ambiente<br />
Building and the new office block for Total in Luan<strong>da</strong>.<br />
United States<br />
Prince assumes itself as a nuclear company within the<br />
scope of the construction activities of the <strong>Soares</strong> <strong>da</strong><br />
<strong>Costa</strong> Group, in the United States.<br />
The company’s activity centred on the transport<br />
infrastructure construction segment with public<br />
clients, vali<strong>da</strong>ting, thus, the important strategic<br />
change made following the company’s acquisition by<br />
the <strong>Soares</strong> <strong>da</strong> <strong>Costa</strong> Group, in 2008.<br />
Amongst the projects completed during 2011 the<br />
most noteworthy are:<br />
• SR683/US 301: This 18.3 million Dollar project for<br />
FDOT relating to the construction and widening of<br />
2,604 miles of SR 683 (US301) in Sarasota County,<br />
Flori<strong>da</strong>, included the reconstruction and widening of<br />
the motorway, a new drainage system, improvement<br />
in water and sewerage systems and new road signs,<br />
was completed during the 1st half of the year, before<br />
the deadline, enabling Prince to earn a premium of<br />
580 thousand Dollars for early conclusion;<br />
• SR50/West Colonial Drive – Last December Prince<br />
completed the reconstruction of SR50, a 19.4 million<br />
Dollar contract, that consisted of the widening from 4<br />
to 6 lanes of this primary connecting artery between<br />
Clermont and Orlando. Started in the summer of 2009,<br />
this project was completed within the deadline, earning<br />
Prince two incentives totalling 1.3 million Dollars;<br />
69<br />
• Other projects – Prince also completed, in 2011, two<br />
other projects adjudicated by Liberty Mutual during<br />
the summer of 2010: SR50/Dean Road in the amount<br />
of 10.6 million Dollars and Narcoossee Road in the<br />
amount of 9 million Dollars.<br />
Prince continued to develop its capabilities in bridge<br />
construction. At the end of 2010 Prince had 13<br />
bridges under construction. This number increased to<br />
31 during 2011. This diversification will allow Prince<br />
to increase its competency in projects in this segment<br />
and will make it more competitive in projects that<br />
combine motorway construction with bridges.<br />
Of note, within the scope of the geographical<br />
expansion of the company’s activity, is the opening of<br />
offices in Dallas, Texas, where proposals have already<br />
been submitted and the expectations are of the<br />
adjudication of some projects.<br />
Other internacional markets<br />
In addition to the core markets: Portugal, Angola and<br />
the United States we present below a summary of the<br />
main aspects of the company’s activities during 2011,<br />
carried out in other international markets through its<br />
subsidiaries, joint ventures and associated companies:<br />
Mozambique, Romania, S. Tomé e Príncipe, Brazil,<br />
<strong>Costa</strong> Rica and Israel.
MOzAMBIQUE<br />
Mozambique is also a market of historic permanence<br />
for <strong>Soares</strong> <strong>da</strong> <strong>Costa</strong>. In addition to the activity carried<br />
out by its permanent establishment, activity is also<br />
carried out through the Mozambican subsidiary,<br />
<strong>Soares</strong> <strong>da</strong> <strong>Costa</strong> Moçambique, S.A.R.L., whose share<br />
capital is 80% held by the Group.<br />
This market merits an important reference in this<br />
report not only due to the significant increase in<br />
turnover and profitability achieved but also because<br />
of the relevance, quality and importance of the works/<br />
projects being carried out.<br />
One of the internationally most relevant public events<br />
for Mozambique in 2011 was the organization of the X<br />
African Games. The dedication of the intervening parties<br />
to the construction of the Olympic Village, respective<br />
infrastructure, training areas and the Olympic pools<br />
complex, permitted meeting the objectives, with the<br />
delivery of the 848 apartments on the due <strong>da</strong>te,creating<br />
the ideal accommo<strong>da</strong>tion and event conditions for<br />
the athletes present at the X Games, which took place<br />
during September 2011. The professionalism and<br />
capacity of the company continue to reflect an image<br />
of credibility and trust, recognized by the market in<br />
general, be they public or private entities.<br />
The evolution of the rehabilitation of Estra<strong>da</strong> EN 221<br />
(Road), namely the two lots contracted to SDC, was<br />
conditioned by the extreme delay in the formalization<br />
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of the Portuguese Commercial Credit Facility<br />
underlying it. Despite the resulting constraints, the<br />
human resources necessary were not demobilized<br />
so as to guarantee a rapid start-up as soon as the<br />
necessary conditions were in place, which occurred on<br />
the threshold of the third-quarter of 2011.<br />
With all the human and technical resources mobilized,<br />
the Ponte de Tete (Bridge) already evidences an<br />
appreciable progress, with the stake construction (on<br />
land and in water) pace progressively improving with<br />
the experience gained, whilst the abutments and pillars<br />
of the super-structure are being raised. Except for the<br />
consequences of a possible overflow, above the norm,<br />
of the Zambezi River, on the normal evolution of the<br />
works (as a result of the rain typical in this season and<br />
in this area), all the indications are that the conditions<br />
have been garnered to guarantee regular and sustained<br />
production and productivity indices. This infrastructure<br />
involves both the constructing company as well as<br />
the Group concessionaire (integrated in the company<br />
Estra<strong>da</strong>s do Zambeze), and is of particular importance<br />
to this Mozambican regional road network and to the<br />
connections to the Interland countries, namely Malawi,<br />
Zambia and Zimbabwe.<br />
Additionally, regarding <strong>Soares</strong> <strong>da</strong> <strong>Costa</strong> Moçambique, S.A. this subsidiary completed the following projects<br />
during 2011:<br />
• Construction of the new building for the Direção Províncial do Plano e Finanças – Inhambane;<br />
• Finishings works of the Millennium Developers building;<br />
• Construction of the Petromoc Moatize gas station (Tete);<br />
• Construction of the Mosteiro <strong>da</strong>s Irmãs Clarissas (Monastery) – Namaacha;<br />
• Construction of the Petromoc Muelé gas station – Inhambane;<br />
• Rehabilitation of the official residence of the Banco de Moçambique – Maputo;<br />
• Rehabilitation of the facilities of the TDM Call Centre – Maputo;<br />
• A<strong>da</strong>ptation of the branch facilities of the Banco Único in Matola, in Sommershield and in Mica;<br />
• Construction of the Feira do Artesanato (Handicraft Fair) parking lot – Maputo.<br />
and started the following works:<br />
• Construction of the INSS building – Tete;<br />
• Construction of the Hotel Vip Inn Beira parking lot and conference centre - Beira;<br />
• Construction of the TVCABO headquarters in Beira;<br />
• Construction of the twin building of the Hotel Vip Inn Beira (2nd Phase);<br />
• Demolition of the existing buildings on the Ex-Facim property;<br />
• Construction of the Petromoc Zoo gas station – Maputo.<br />
ROMANIA<br />
During 2011 the following works were completed in this market:<br />
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• Pitesi Water and Sewerage Infrastructure, a project carried out in consortium with MAEC (with <strong>Soares</strong> <strong>da</strong> <strong>Costa</strong><br />
leading the consortium), with an executed turnover volume of 18.2 million Euros, and in respect of which the<br />
delivery was formalized on 16 December 2011;<br />
• Galati Water and Sewerage Infrastructure, a project carried out in consortium with MAEC (with <strong>Soares</strong> <strong>da</strong><br />
<strong>Costa</strong> leading the consortium), with an executed turnover volume of 40.7 million Euros, completed in November<br />
2011 and under guarantee until November 2012;
• Accesses to the Vutcani wind farm in Vaslui, Romania, a project for the client Global Services Provider (EDP<br />
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72<br />
Renováveis – Espanha) with a contractual amount of 4.3 million RON (1.05 million Euros), a joint-venture<br />
project with ISIS Europa (50/50) and in which the latter is the Consortium leader; completed in November 2011;<br />
• Corugea Bypass in Tulcea, Romania, a project for the consortium Alpha Wind/Beta Wind/Enel Green Power<br />
Romania,with a contracted amount of 610 thousand RON (140 thousand Euros); a project undertaken by a<br />
joint-venture of the company with ISIS Europa (50/50), with <strong>Soares</strong> <strong>da</strong> <strong>Costa</strong> leading the consortium; work was<br />
finalized in November 2011.<br />
Work is on-going on the access works to the Casimcea and Alpha Wind wind farms, both in Tulcea.<br />
BRAzIl<br />
Brazil, in line with the Group’s strategic plan, is considered one of the priority markets in terms of selecting new<br />
geographies for the company’s activities. 2011 formalized the start of this expansion into Brazil. To this end,<br />
Socie<strong>da</strong>de de Construções <strong>Soares</strong> <strong>da</strong> <strong>Costa</strong>, SA set up a branch in this territory in June 2011, enabling it to<br />
conduct new business, directly, in the future.<br />
In addition to the commercial activity carried out, aimed essentially at private clients in the industrial area, it<br />
should be noted that through another entity named Terceira On<strong>da</strong> Planejamento e Desenvolvimento, lt<strong>da</strong>.,<br />
in which Socie<strong>da</strong>de de Construções <strong>Soares</strong> <strong>da</strong> <strong>Costa</strong>, SA holds 50% of the share capital (the remaining 50%<br />
being held by a local construction company), the participation in two civil construction projects, integrated<br />
in an investment undertaken by the cement company Votorantim designated “3ª On<strong>da</strong> de Investimentos <strong>da</strong><br />
Votorantim Cimentos”, was already possible during this first year.<br />
The first contract, for the civil construction of a cement grinding plant in S. Luís do Maranhão, in the amount of<br />
12.7 million Reais, with an 8 month execution period, started in March 2011 and was finalized in November of<br />
the same year.<br />
The second contract, for the civil construction of a 5,000 tonne/<strong>da</strong>y production line in Rio Branco do Sul,<br />
Paraná, amounts to 36.3 million Reais and, having also started in March 2011, has its completion foreseen,<br />
within the deadline set, for July 2012.<br />
The Brazilian company <strong>Soares</strong> <strong>da</strong> <strong>Costa</strong> Brasil, L<strong>da</strong>., wholly owned by the <strong>Soares</strong> <strong>da</strong> <strong>Costa</strong> Group, was also<br />
set up and is registered with CREA (Conselho Regional de Engenharia e Agronomia – Regional Engineering and<br />
Agronomy Council), which endows upon it the legal capacity to carry out activities in that country.<br />
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The approach vis-à-vis a new market always represents a challenge, be it through cultural or legal differences<br />
or due to the financing needs posed by the investment required. However, the presence of the company in<br />
Brazil, with the ambition of staying on permanently, is assumed to constitute an important vector of the<br />
current strategic plan.<br />
S. TOMÉ AND PRÍNCIPE<br />
The activity in this market is carried out through the subsidiary: <strong>Soares</strong> <strong>da</strong> <strong>Costa</strong>, STP Construções, l<strong>da</strong>. The<br />
year 2011, with the conclusion of the work on the Trin<strong>da</strong>de High School (inaugurated officially at the end of<br />
August), was characterized by a reduced activity level. At the end of the year work was started on the extension<br />
project of the Banco Internacional de São Tomé and Príncipe headquarters, contracted in November following<br />
the selection of the company out of six firms invited to bid and in respect of which the company had the second<br />
best financial proposal, benefitting from the technical evaluation result to win the tender.<br />
Between the end and the start of the projects referred to above, in addition to various interventions in the<br />
Palmar Central shipyard the company carried out various works at Resort Bombom for the HBD Group, a<br />
South African group with economic interests in the region and which approximation to the Group might be of<br />
great interest in the future.<br />
COSTA RICA<br />
The construction activity in this market is carried out through Socie<strong>da</strong>de de Construciones Centro-Americanas,<br />
SA, a <strong>Costa</strong> Rican company, wholly owned by the Construction area sub-holding company.<br />
In 2011, this company’s activity was fun<strong>da</strong>mentally centred on the rehabilitation and execution of the new<br />
deck of the bridge over the Virilla River on the General Cañas (National Road no. 1) motorway, in an amount of<br />
approximately 2 million Dollars.
ISRAEl<br />
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In Israel, the participation of the construction area takes place in collaboration with the Group’s concessions area,<br />
within the scope of the Telavive Metro project. In addition to Socie<strong>da</strong>de de Construções <strong>Soares</strong> <strong>da</strong> <strong>Costa</strong>, SA’s branch,<br />
this company also has a 30% shareholding in the consortium “Israel Metro Builders” (IMB).<br />
This project, as explained in last year’s Management <strong>Report</strong>, was interrupted by the project owner, who unilaterally<br />
terminated the concession contract; international arbitration proceedings are running their course and will<br />
ultimately decide this conflict.<br />
The company shares the conviction of the concessionaire entity, the direct party to the process, that there were<br />
no grounds for that unilateral termination and awaits the Arbitration Court‘s decision on this litigation. It, however,<br />
recognizes that the realisation of the assets relating to this project, namely those that result from the proportional<br />
incorporation of IMB, may be dependent on the direction this decision takes.<br />
Profitability<br />
If turnover had the behaviour noted above, the operational results of the construction area stood at a level of<br />
relative efficiency. Indeed, EBITDA totalled 47.7 million Euros, dropping from the 53.9 million of the previous<br />
year due to the combined effects of the decrease in turnover and the lower profitability level of the business<br />
carried out in the United States in 2011, which determined a slight reduction in the global margin, from 6.4%<br />
to 6.0%.<br />
Financial results suffered a moderate deterioration from -14.1 million Euros in 2010 to -16.9 million Euros<br />
in 2011, denoting the influence of the general aggravating factors affecting the financing conditions, even if<br />
benefitting from a comparatively favourable evolution in the foreign exchange balance.<br />
The consoli<strong>da</strong>ted net income of the Construction business area amounted to 7.4 million Euros, lower than the<br />
14.1 million attained in 2010 (Construction business area + Industry business area).
5.2 CONCESSIONS<br />
From the economic context described in a previous<br />
chapter, and with a special impact on the concessions<br />
area, the restrictions to the financing of the economy<br />
and the budget re-equilibrium programme of the<br />
Portuguese State standout; significantly conditioning<br />
the launch of new projects or even the progress and<br />
execution of projects already launched. Despite this,<br />
the Concessions activity in the <strong>Soares</strong> <strong>da</strong> <strong>Costa</strong> Group<br />
recorded, in 2011, a manifestly positive development,<br />
the Group’s main aspects of note in this area, being:<br />
Transport Concessions<br />
In the scope of road concessions, under development<br />
and under the management of the Concessions<br />
business area of the Group, there are currently<br />
1,146 Km of roads (of which 446 Km with a motorway<br />
profile) under construction, in operation and under<br />
maintenance, corresponding to a global investment<br />
of 1,532 million Euros.<br />
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Of note are Scutvias (the Beira Interior motorway)<br />
and San José–Caldera (<strong>Costa</strong> Rican motorway),<br />
already operating at cruising speed, achieving positive<br />
results that enable us to estimate the generation of<br />
cash flows that will permit the combined payment<br />
of dividends and of shareholder loan interest in an<br />
amount of approximately 44 million Euros over the<br />
next three years.<br />
Construction worked proceeded at a good rhythm on the<br />
Transmontana motorway, and this project is expected<br />
to be completed during the course of the current period.<br />
This project’s accumulated investment amount already<br />
ascends to 402 million Euros. Finally, and no less<br />
important, reference goes to the project Estra<strong>da</strong>s do<br />
Zambeze (Roads), in Mozambique, which conclusion is<br />
foreseen for 2014 but already permits the operation<br />
and maintenance of approximately 700 Km of roads.<br />
Below are analysed the main aspects of the activity of<br />
the Group’s subsidiaries in this sub-segment of road<br />
concessions during 2011:<br />
Scutvias – Auto-Estra<strong>da</strong>s <strong>da</strong> Beira Interior, S.A.<br />
The Portuguese State defined the sector’s financing options, deciding on the application of the principle “user/<br />
payer ” on road concessions previously available without costs for the users (SCUT). In respect of the Beira<br />
Interior motorway concession, the toll regime applicable to vehicles circulating on it came into effect on 8<br />
December 2011, in accor<strong>da</strong>nce with Decree-Law 111/2011 of 28 November. Scutvias decided to transfer the<br />
responsibility for the supply and installation of the MLFF (Multi-Lane Free Flow) system to a company-vehicle<br />
named Portvias – Vias de Portagem, SA with the objective of separating the risks that the MLFF system could<br />
pass on to Scutvias itself.<br />
77<br />
This legislative change had a considerable impact on the level of the concession traffic, which combined with<br />
the scenario of economic crisis in existence led to traffic recorded coming in below that expected and below that<br />
recorded in the previous year. Indeed, traffic volume attained 99.2 million vehicles, to which corresponds an<br />
average <strong>da</strong>ily traffic volume (ADTV) of 9,671 vehicles/Km, circa -8.5% below that of 2010. On the other hand,<br />
traffic recorded between 8 December and the end of the year indicates a strong contraction, a clear result of the<br />
introduction of tolls.<br />
Nevertheless, turnover increased by some 2% given that the services rendered in general and the receipts by<br />
band, in particular, were influenced by the increase, contractually foreseen, in the higher limit of band 1 traffic.<br />
The receipts by band are responsible for 96.6% of the total revenue and gains and correspond to the road traffic<br />
valuation determined for the year 2011. Bearing in mind the unilateral decision taken by the Portuguese State<br />
to start toll collection in December 2011, the receipts by band were calculated based on the real traffic up until<br />
that <strong>da</strong>te and on an estimated traffic from that <strong>da</strong>te to the end of the year (24 <strong>da</strong>ys). The estimated traffic<br />
corresponds to the traffic foreseen in the Base Case, adjusted for the deviation calculated between the traffic<br />
foreseen in the base case for 2010 and the real traffic recorded in that same year.<br />
The increase in supplies and external services in general and in the caption maintenance and repairs, in<br />
particular, brought EBITDA down slightly (-2%) to 92.4 million Euros, a decrease which, with an unchanged<br />
annual amount in depreciation and amortization costs, resulted in a small decrease in operating results from<br />
60.6 million Euros to 58.6 million Euros.
Nevertheless, the decrease occurring in the net financing costs of the company, from 42.0 to 39.0 million<br />
Euros, improved the financial result thereby producing a net income in this subsidiary in the order of 12.7<br />
million Euros (10.0 million Euros a year before).<br />
It must be indicated that the <strong>da</strong>ta reflected to above refer to Scutvias in its entirety, whilst the company is<br />
consoli<strong>da</strong>ted based on the proportional interest held by the Group (33.3%).<br />
Autoestra<strong>da</strong>s XXI, Subconcessionária Transmontana, S.A.<br />
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The delay in the concession of the formal approval (visto) by the Court of Auditors, which only occurred on 15<br />
July 2010, resulted in the request for an extension of the deadline to conclude the project of a further 13 months,<br />
request which was approved by the Assistant Secretary of State for Public Works and Communications, by EP –<br />
Estra<strong>da</strong>s de Portugal, S.A. and by the Instituto Nacional de Infraestruturas Rodoviárias (National Institute of Road<br />
Infrastructure) (InIR). The formalization of the agreements referred to above and the respective adden<strong>da</strong> to the<br />
contracts in place occurred during the year 2011.<br />
During this period road circulation on lots 2, 7, 10 and 13, in their entirety, and lots 5 and 12, in part, came into<br />
service, with tolls starting to be charged on lot 10.<br />
For 2012, the prospects are for a high rhythm of construction, at a level adequate to guarantee meeting the<br />
deadlines established to complete the work. The company will continue to rely on a policy of quality in order to<br />
satisfy both the grantor and its shareholders, employees and other stakeholders. The increased efficiency of the<br />
internal controls, through operational adjustments, used as a means to obtain productivity and competitiveness<br />
gains, will continue to be one of the strategic lines of the company.<br />
During 2011 this company’s turnover amounted to 250 million Euros, EBITDA totalled 7.6 million and net<br />
income 928 thousand Euros, with <strong>Soares</strong> <strong>da</strong> <strong>Costa</strong> Group’s share of these indicators being 50%.<br />
Estra<strong>da</strong>s do zambeze, SA<br />
This Mozambican company has its registered office in Maputo and is 40% held by the Group. The concession<br />
contract signed with the State will have the duration of 30 years and covers the conception, construction,<br />
operation and maintenance of the project named “Nova Ponte de Tete e Estra<strong>da</strong>s”, with a system of real<br />
tolls together with a subsidiary mechanism that guarantees the receipts. The concession includes the new<br />
Tete bridge, with circa 2 Km, and approximately 14 Km of new 2x1 roads; the rehabilitation, financing,<br />
operation, maintenance of the national roads between Cuchamano and Zóbuè (N7 and N8), with a stretch<br />
of approximately 260 Km; the maintenance of the road between Cassacatiza and Tete (N9), with a length<br />
of approximately 268 Km; the maintenance of the road between Colomué and Mussacama (N304), with an<br />
extension of approximately 156 Km; and the operation and maintenance of the Samora Machel Bridge in Tete.<br />
The <strong>da</strong>te established for the start of the concession period was 1 April 2011. At the beginning of May the<br />
first transfer of receipts from the grantor to Estra<strong>da</strong>s do Zambeze, originating from the collection of border<br />
taxes, took place.<br />
This company contributed – numbers already reflected at the consoli<strong>da</strong>tion percentage in the Group – with a<br />
turnover of 11.6 million Euros (2.0 million in 2010), recording an EBITDA of 280 thousand Euros and a net<br />
income of 204 thousand Euros versus, in these last two captions, inexpressive amounts in the previous year.<br />
In terms of the road operation and maintenance activity, carried out by the associated company Operadora <strong>da</strong>s<br />
Estra<strong>da</strong>s do Zambeze SA, the assistance and vigilance activity started on 1 October 2011.<br />
<strong>Soares</strong> <strong>da</strong> <strong>Costa</strong> Concessions USA<br />
This North-American company wholly owned by <strong>Soares</strong> <strong>da</strong> <strong>Costa</strong> Concessões, SGPS, SA, was incorporated<br />
in 2010 with the object of working the North-American market in the areas of investment in infrastructure<br />
projects, positioning the <strong>Soares</strong> <strong>da</strong> <strong>Costa</strong> Group in the concessions market in the United States, which is still<br />
at a growth and development phase. Its technical competence was soon recognized in that it was pre-qualified<br />
for the Tampa-Orlando High Speed Rail and Georgia West by Northwest Managed Lanes projects. However,<br />
given decisions taken at political and public strategy gui<strong>da</strong>nce level, these projects were cancelled by the<br />
governmental entities of the States of Flori<strong>da</strong> and Georgia, respectively.
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Nevertheless, promising horizons for the development of 3P projects in the North-American market are opening<br />
up in 2012 and beyond.<br />
Still within the transport concessions segment, but now focusing exclusively the rail sub-segment, note is given<br />
of the activity carried out:<br />
ElOS – ligações de Alta veloci<strong>da</strong>de, SA<br />
This company was incorporated in 2010 following the adjudication to the consortium co-led by <strong>Soares</strong> <strong>da</strong> <strong>Costa</strong><br />
of the public private partnership contract for the construction, financing, maintenance and availability of the<br />
Poceirão-Caia segment that forms part of the future high-velocity train line between the cities of Lisbon and<br />
Madrid. Given the Group’s shareholding in the company (16.7%) it is not consoli<strong>da</strong>ted and the investment made<br />
is recorded at cost.<br />
At the end of 2010 ELOS prepared all the elements necessary for the reformulation of the concession contract.<br />
The company was notified of the decision adjudicating the reformulated concession contract on 19 January<br />
2011. Subsequently, on 8 February, the new Financial Close of the concession was made within the scope of<br />
the reformulated concession contract. Following this action, which objective was to settle the doubts raised by<br />
the Court of Auditors, namely in respect of changes in the risk profile of the grantor, the formal approval by the<br />
said Court was expected for soon which, however, did not come to happen.<br />
The constraints provoked by the Portuguese State’s inability to guarantee the financial execution of the<br />
concession contract, and the restrictions placed by the banking entities on the approved financing lines resulting<br />
from the failure to obtain the formal approval, resulted in a significant slowdown of the company’s activity in<br />
the second-half of the year, with the activity having been reduced to a minimum that guarantees the meeting<br />
of the commitments established with the grantor and with the financial entities.<br />
In this context, the company saw itself in position where it was obliged to continue to comply with the punctual<br />
servicing of the debt, which constitutes a peculiar “gap” given the slowdown in the activity induced by the<br />
grantor, due to the absence of the formal approval. For ELOS to honour these obligations it was, however, given<br />
the impossibility of using the existing approved financing lines, necessary for its shareholders to approve in a<br />
General Meeting, in December 2011, an increase in the company’s shareholders equity.<br />
81<br />
Despite the uncertainty that had been increasing throughout the year (more intensely in the second-half of the<br />
year), the company continued to develop the ante-project and the remaining technical documentation relating<br />
to this phase of the project, having completed it, and thus, meeting its main objective for the period.<br />
Subsequent to the period end, the Court of Auditors decided not to concede the formal approval to the<br />
concession contract.<br />
To close this section reference is made to the project:<br />
Telavive Metro Project - Israel<br />
Regarding this project, it is important to refer to the litigation existing between the grantor (the State of Israel)<br />
and Metropolitan Transportation Solutions (MTS), a concessionaire company in which the <strong>Soares</strong> <strong>da</strong> <strong>Costa</strong> Group<br />
holds, through <strong>Soares</strong> <strong>da</strong> <strong>Costa</strong> Concessões, SGPS, SA, a shareholding of 20%. During the 3rd quarter of 2010,<br />
MTS was confronted with the grantor’s unilateral position to resolve the contract, for alleged non-compliance<br />
by the concessionaire, unless the latter accepted both to make a number of concessions/compensations to the<br />
grantor as well as other conditions. The Concessionaire decided to reject both the Grantor’s position as well<br />
as the conditions imposed – that would make the project unviable - and referred the dispute to the Arbitration<br />
Court for a decision, undertaking all the necessary formalities. The arbitration proceedings have taken place with<br />
the normalcy and delay typical of these kinds of processes. It is our conviction that the proceedings underway<br />
are being carried out with the necessary independence and in compliance with the international canons, and we<br />
therefore await a decision, during 2012, that safeguards the interests of the Group.
Car Parking Concessions<br />
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Despite the economic retraction and the consequent inevitable decrease in the use of individual transport in<br />
favour of public transport, the subsidiary CPE – Companhia de Parques de Estacionamento, S.A. attained a new<br />
total revenue maximum of the last three years, in 2011, of close to 5.1 million Euros. The significant reduction<br />
achieved in operating costs (approximately 0.5 million Euros), as a result of management measures implemented,<br />
enabled the company to achieve positive results for the first time. Of note is the EBITDA growth that reached, in<br />
2011, an amount of 2.6 million Euros, corresponding to a margin in excess of 50% of revenue earned.<br />
kEy PERFORMANCE OPERATORS OF CPE – COMPANHIA DE PARQUES DE ESTACIONAMENTO, S.A.<br />
(Million Euros)<br />
2011 2010 2009<br />
Total operating revenue 5.1 4.9 4.9<br />
Total operating costs 4.7 5.2 5.2<br />
Amortization and depreciation 2.3 2.4 1.2<br />
Operating costs excl. amort./deprec. 2.4 2.8 3.9<br />
EBITDA 2.6 2.1 0.9<br />
EBITDA Margin 52.0% 43.2% 19.3%<br />
It still presents, however, a strong negative net result (-3.0 million Euros) due to the high level of debt servicing<br />
and to the non-recurring recognition, in 2011, of an annulment of deferred tax assets of 1.2 million Euros.<br />
The car park segment, in the <strong>Soares</strong> <strong>da</strong> <strong>Costa</strong> Group, is complemented by <strong>Costa</strong>parques - Estacionamentos,<br />
S.A., whose activity is circumscribed to the management of the Galeria Central car park, in Campo 24 de<br />
Agosto, in Oporto and to the operation of the subterranean car park Gemini and that of its defined surface<br />
parking area, in Oliveira de Azeméis, with a total of 1,860 parking spaces.<br />
Whilst the occupation rates of the Galeria Central Car Park in Campo 24 Agosto – Oporto remains stable,<br />
the Gemini Car Park, in the square with that name, in Oliveira de Azeméis, has still not attained a minimally<br />
satisfactory demand, which will only happen with the maintenance of an effective monitoring system over<br />
parking in the surrounding roads. Therefore, we recognize the appropriateness of the measures taken by the<br />
company in establishing a communication and information platform, implemented in 2010, that will permit<br />
the Municipality of Oliveira de Azeméis to issue payment notices, which results will now be incremented with<br />
83<br />
the charging of a maximum <strong>da</strong>ily fare, and to apply fines on payment notices not settled. <strong>Costa</strong>parques will<br />
hence see its objective met, through a process with evident results since it maintains its<br />
contractual percentage of the receipts, which will now have an increase in the maximum <strong>da</strong>ily fare of 2.5 Euros<br />
to 8.5 Euros, further increased by the deterrent effect of the fines.<br />
The company presented an operating revenue volume of 303 thousand Euros, 20% higher than that earned in<br />
the previous year and a positive EBITDA of 59.6 thousand Euros.<br />
Water and Energy Concessions<br />
In<strong>da</strong>qua, S.A.<br />
In<strong>da</strong>qua, S.A. is a company that results from a strategic partnership in the water sector created by some<br />
national economic groups, with competencies in different business areas, active in the environmental sector<br />
and in the management of the water cycle, including the treatment, transport and distribution of water and the<br />
collection and treatment of wastewater.<br />
<strong>Soares</strong> <strong>da</strong> <strong>Costa</strong> Concessões SGPS (and through this subsidiary the <strong>Soares</strong> <strong>da</strong> <strong>Costa</strong> Group) has a 28.57%<br />
shareholding in the capital of In<strong>da</strong>qua, which is consoli<strong>da</strong>ted using the equity method.<br />
During 2011, In<strong>da</strong>qua continued the management, at normal pace, of the concessions previously contracted.<br />
It is to be noted that the Fafe, Sto. Tirso/Trofa and Feira concessionaires recorded important increases in water<br />
volumes invoiced. In consoli<strong>da</strong>ted terms, In<strong>da</strong>qua presented operating revenue of 54 million Euros and operating<br />
costs of 37 million Euros for an EBITDA of circa 17 million Euros. Net financing costs, in consoli<strong>da</strong>ted terms,<br />
were approximately 10 million Euros. In<strong>da</strong>qua, S.A.’s net income was 766 thousand Euros.<br />
The year just ended was intense in terms of searching for new geographical markets in South America (Brazil<br />
and Peru), in Africa (Angola) and in Asia (Macau). In Angola, In<strong>da</strong>qua started its activity through the companies
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Vista Water and Akwangola. The prior, during 2011, had in execution the technical assistance contract to the<br />
programme “Água para Todos (Water for All)” for the Ministry of Energy and Water. During the year it was<br />
adjudicated the contract for advisory services in the creation and start-up of Águas de Saurimo e Dundo (Waters<br />
of Saurimo and Dundo) and the contract for training in the operation and maintenance of the basic sewerage<br />
infrastructure, a programme sponsored by the European Union. Vista Water presented total operating gains, in<br />
2011, of 1.7 million USD and Akwangola of circa 0.5 million USD.<br />
In 2011 In<strong>da</strong>qua was adjudicated a contract for the operation and maintenance of a wastewater treatment<br />
plant in Macau, which caters for over half-a-million people, for a period of 5 years. The biological treatment of<br />
the wastewater will be carried out in reactors with membrane technology. With this new membrane technology,<br />
the Macau WWTP will become one of the world’s largest infrastructures with this type of treatment. This tender<br />
won by In<strong>da</strong>qua is worth over 28 million Euros.<br />
This associated company is not only reaching a phase of maturity but, with the new business, is also seeing its<br />
international dimension significantly reinforced.<br />
Hidroequador Santomense – Exploração de Centrais Hidroelétricas, l<strong>da</strong>.<br />
This company has a 60% shareholding in the company Hidroeléctrica STP, L<strong>da</strong>., in S. Tomé e Príncipe, that<br />
has as its object the conception, study, construction and operation of energy generating plants, management<br />
of energy resources, electromechanical, electrical and civil projects, with the remaining 40% belonging to<br />
EMAE, the public company responsible for the distribution of electricity and water in S. Tomé e Príncipe. At 31<br />
December 2011, the company had in operation the Guegue hydroelectric power plant, in São Tomé, and the<br />
Papagaio hydroelectric power plant, on the Príncipe Island.<br />
Work on the construction of the Bombaim hydroelectric power plant progresses. The road which had subsided<br />
and blocked the access to the work site and stopped the work on the hydroelectric power plant has been<br />
recovered and was opened to traffic. The most important equipment, that has already been acquired, namely<br />
generators, turbines and transformers, as well as a large part of the pipeline, is warehoused at the port of S.<br />
Tomé e Príncipe, awaiting transport to the works and installation. The corresponding medium voltage overhead<br />
line has been erected and is ready to be connected.<br />
85<br />
Hidroequador Santomense and Hidroelectrica L<strong>da</strong> signed, at the end of 2009, a contract for the supply of<br />
electricity generated by a set of generators installed at the Bobo Forro II Plant, with the Government of S. Tomé<br />
e Príncipe. Total revenue from the operation of this Plant amounted, in 2011, to 2.4 million Euros.<br />
In accor<strong>da</strong>nce with the provisions of the contract in force, the S. Tomé e Príncipe Government proposed, in June<br />
2011, the advance acquisition of the set of generators and transformers, with the corresponding negotiations<br />
taking place as from the end of September 2011 and also including the substation attached to the referred<br />
equipment and which guarantees the interconnection to the public grid. Negotiations were completed at<br />
the end of January 2012 and the proposal made by this company’s shareholders has been accepted by the<br />
high representatives of the Government of S. Tomé e Príncipe, who undertook to define the terms that fit the<br />
intended transaction.<br />
<strong>Soares</strong> <strong>da</strong> <strong>Costa</strong> Hidroenergia, SA<br />
<strong>Soares</strong> <strong>da</strong> <strong>Costa</strong> Hidroenergia, S.A. was incorporated in March 2010, under the majority control of <strong>Soares</strong> <strong>da</strong><br />
<strong>Costa</strong> Concessões, SGPS, SA and its object is the construction and operation of hydroelectric power plants.<br />
In December 2010, it celebrated four contracts for the implementation of hydroelectric operations covering<br />
a period of 45 years, two on the Zêzere River, one in Abrantes and another in Castro D’Aire, with an installed<br />
capacity totalling approximately 28 MW, at a total investment of circa 44 million Euros. At 31 December 2011,<br />
the investment already made in this subsidiary totalled some 10 million Euros.<br />
During the 2011 economic period the company took steps and made contact with different entities in an<br />
effort to find a new partner who combines the technical profile with the desired financial capacity, to develop<br />
the hydroelectric plants adjudicated. However, it worked on and presented to the competent authorities the<br />
studies relating to the Proposed Scope Definition for the implementation of the hydroelectric operations,<br />
which construction, depending on the projects, is foreseen for 2012 and 2013, with the industrial start-up<br />
expected in 2014.
Development of new concession businesses<br />
In this matter and in the domestic market, reference<br />
must be made to the new Hospital Oriental de Lisboa<br />
(previously called “Todos-os-Santos”) project, for<br />
which the Consortium SALVEO, led by <strong>Soares</strong> <strong>da</strong><br />
<strong>Costa</strong> Concessões SGPS, has already received a<br />
preliminary adjudication. The hospital is to be located<br />
in the east side of Lisbon, and will substitute five of<br />
the units presently operating in central Lisbon (the<br />
São José, Capuchos, Desterro, Santa Marta and D.<br />
Estefânia Hospitals) serving a total of 950 thousand<br />
inhabitants. The hospital, with 165,000 m2 will have<br />
a construction period of three years and the contract<br />
concession period is expected to last for thirty years.<br />
The final adjudication of this project is awaited.<br />
In the external market, the Group, through several<br />
of its subsidiaries, has made relevant commercial<br />
inroads and noteworthy concession tenders for which<br />
we have proposed include, namely the Chincero-Cusco<br />
international airport in Peru and the S. Petersburg<br />
Metro, in Russia, both under evaluation by the<br />
grantors and awaiting development.<br />
Having completed a brief panorama of the general<br />
activity of the subsidiaries, joint ventures and<br />
associated companies of this business area during<br />
2011, we now present the general consoli<strong>da</strong>ted<br />
indicators of this business segment:<br />
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kEy PERFORMANCE INDICATORS - CONCESSIONS<br />
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(Million Euros)<br />
2011 2010 Variation %<br />
Turnover 187.6 102l2 83.6%<br />
EBITDA 43.3 34l0 27.3%<br />
EBIT 29.0 19l9 45.9%<br />
Financial Results -27.8 -28l2 -1.4%<br />
Consol. Result. Attributed to Group -1.0 -6.9 -85.9%<br />
The concessions business is based, in general terms, on the realization of large scale investments with longterm<br />
returns and a moderate risk and requires a strong financial structure and a significant dimension. The<br />
booster characteristic of the concessions area in the Construction segment is evident, constituting, in reality, a<br />
complementary area with important synergetic factors.<br />
Concessions Business Area – Turnover by Company<br />
(Million Euros)<br />
Company Gross Adjust. 2011 Consol. Consol. 2010 Var.<br />
<strong>Soares</strong> <strong>da</strong> <strong>Costa</strong> Concessões, SGPS, S.A. 2.2 -0.8 1.4 0.2 832.8%<br />
C.P.E. - Comp. de Parque de Estacionamento, S.A. 4.8 0.0 4.7 4.9 -3.0%<br />
COSTAPARQUES - Estacionamentos, S.A. 0.3 0.0 0.3 0.3 20.6%<br />
<strong>Soares</strong> <strong>da</strong> <strong>Costa</strong> Serviços Téc. e de Gestão, S.A. 0.9 -1.4 -0.5 1.1 -<br />
SCUTvIAS - Autoestra<strong>da</strong>s <strong>da</strong> Beira Interior, S.A. 39.1 0.0 39.1 38.3 2.2%<br />
Portvias - Portagem de vias, S.A. 0.6 -0.1 0.5 0 -<br />
MRN - Manutenção de Rodovias Nacionais, S.A. 13.8 -13.8 0 4.3 -100.0%<br />
Estra<strong>da</strong>s do zambeze, S.A. 11.6 0.0 11.6 2.0 476.8%<br />
OPERESTRADAS XXI S.A. 4.4 -1.8 2.6 0.1 -<br />
Autoestra<strong>da</strong>s XXI - Subconc. Transmontana, S.A. 125.3 0.0 125.3 47.5 163.7%<br />
Exproestra<strong>da</strong>s XXI - AE Transmontana, S.A. 3.9 -3.9 0 0.4 -<br />
Hidroequador Santomense - Exp. Centrais Hidroel. 2.4 0.0 2.4 2.8 -14.2%<br />
<strong>Soares</strong> <strong>da</strong> <strong>Costa</strong> Hidroenergia, S.A. 0.4 -0.3 0.1 0.2 -38.5%<br />
<strong>Soares</strong> <strong>da</strong> <strong>Costa</strong> Concesiones - <strong>Costa</strong> Rica, S.A. 0 0 0 0.1 -<br />
Hidroelétrica STP, limita<strong>da</strong> 0.1 -0.1 0 0 -<br />
Operadora <strong>da</strong>s Estra<strong>da</strong>s do zambeze 0.5 -0.5 0 0 -<br />
TOTAL 210.4 -22.8 187.6 102.2 83.6%
The consoli<strong>da</strong>ted accounts of <strong>Soares</strong> <strong>da</strong> <strong>Costa</strong> Concessões, S.G.P.S., S.A. are revealing of the specificity of this<br />
business segment: strong positive operating results (29.0 million Euros compared to the 19.9 million a year<br />
before, growing by 45.9%), even higher EBITDA (+43.3 million Euros, versus +34.0 million a year before, that<br />
is +27.3%), due to significant levels of amortization/depreciation10 , evidencing margins to turnover without<br />
parallel in other segments, but with negative financial results of a relevant amount (-27.8 million Euros,<br />
practically in line with the previous year), reflecting the cost of financing the investments.<br />
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With an activity mix, as shown above, in which mature investments generating profits coexist with investments<br />
that have yet to reach break-even and some still in the implementation phase, the net result for the<br />
Concessions Area progressed quite expressively in 2011, moving from a negative -6.9 million Euros in 2010 to<br />
an amount of -1.0 million Euros.<br />
10 Due to the changes introduced by IFRIC 12, this statement is not accurate for concessions that apply the financial asset model of accounting.
5.3 REAl ESTATE<br />
In addition to real estate promotion, this business<br />
area also includes the management of own real<br />
estate assets, from which several Group companies<br />
physically operate.<br />
Key Performance Indicators - Real Estate<br />
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(Million Euros)<br />
2011 2010 ∆ %<br />
Turnover 7.1 14.6 -51.2%<br />
EBITDA 4.1 5.5 -26.1%<br />
EBIT 2.5 3.9 -35.7%<br />
Financial Results -3.4 -4.9 -30.9%<br />
Consol. Result. Attributed Group -0.5 -0.7 -31.8%<br />
Consoli<strong>da</strong>ted turnover for this area was 7.1 million<br />
Euros, an amount slightly below half that made the<br />
previous year. The table presented below breaks these<br />
amounts down by company, revealing the decreased<br />
contribution of Soarta, that in 2010 had sales of some<br />
significance relating to the Soarta-República projects,<br />
in Matosinhos and Alcântara in Lisbon, which have<br />
been practically sold in their entirety.<br />
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91<br />
The consoli<strong>da</strong>ted indicators in this area reveal an EBITDA of 4.1 million Euros and an operating result of 2.5 million<br />
(which compare with 5.5 and 3.9 million Euros in 2010, respectively) and a consoli<strong>da</strong>ted result for the period of<br />
-0.5 million Euros, compared to the amount of -0.7 million Euros recorded in the homologous previous period.<br />
REAl ESTATE BUSINESS AREA – TURNOvER By COMPANy<br />
(Million Euros)<br />
Company Gros. Adjust. 2011 Consol. Consol. 2010 Var.<br />
SOARTA - Soc. Imob. <strong>Soares</strong> <strong>da</strong> <strong>Costa</strong>, S.A. 1.0 0 1.0 8.2 -87.4%<br />
CIAGEST - Imobiliária e Gestão, S.A. 4.5 0 4.5 5.1 -11.3%<br />
Mercados Novos - Imóveis Comerciais, l<strong>da</strong>. 0.1 0 0.1 0.3 -64.6%<br />
Cais <strong>da</strong> Fontinha - Investim. Imobil., S.A. 0.6 0 0.6 0.2 227.4%<br />
HABITOP - Socie<strong>da</strong>de Imobiliária, S.A. 0.3 0 0.3 0.1 353.6%<br />
NAvEGAIA - Instalações Industriais, S.A. 0.1 0 0.1 0.1 0.1%<br />
<strong>Soares</strong> <strong>da</strong> <strong>Costa</strong> Imobiliária, l<strong>da</strong>. 0.4 0 0.4 0.6 -36.3%<br />
TOTAL 7.2 0 7.1 14.6 -51.2%<br />
Regarding the main projects, 2011 saw the marketing phase of the Cais <strong>da</strong> Fontinha project, in Gaia, and the<br />
conclusion of the construction of the Condomínio Residencial <strong>da</strong> Talatona (Residential Condominium) project, in<br />
Angola, which marketing will occur in 2012.<br />
Even though the real state area is not nuclear to the strategy of the Group, opportunities for business will not<br />
be lost, namely those occurring in the scope of the urban rehabilitation policies in Portugal, and in the core<br />
international markets in which the Group is present.
5.4 ENERGIA PRÓPRIA<br />
The consoli<strong>da</strong>ted Financial Statements were influenced<br />
for the first time by the performance of the companies<br />
constituting the Energia Própria Group. As previously<br />
stated, the Group acquired at the end of 2010 a<br />
controlling interest (57.26%) in the company Energia<br />
Própria, SGPS, SA, holding company of the Self Energy<br />
Group, which involved an investment of 6.5 million<br />
Euros; this company wholly owns the companies<br />
Self Energy Serviços de Energia, SA, the first ESCO<br />
(Energy Services Company) company operating in<br />
Portugal, Self Energy Solutions, SA, sector leader in<br />
solar and wind micro-generation solutions and Self<br />
Energy Engineering & Innovation, SA, dedicated to<br />
engineering and innovation, research and technological<br />
development services in the area of energetic efficiency<br />
and renewable energy.<br />
Energia Própria also holds a controlling interest in Self<br />
Energy UK and has shareholdings in other companies<br />
in Portugal, Mozambique and Espanha.<br />
During the period, the holding company “Energia<br />
Própria” was merged with its two subsidiaries Self<br />
Energy Serviços de Energia, SA and Self Energy<br />
Solutions, SA, thereby concentrating the various<br />
attributes of the “Energy” business (energetic<br />
efficiency, micro-generation and construction of<br />
photovoltaic plants) in a single entity seeking greater<br />
robustness, a position of reference in the market,<br />
synergies and cost rationalization.<br />
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In 2011 the energetic efficiency business, with the<br />
brand “Self Energy ESCO”, had a sustained growth and<br />
operating margins in line with historical results prior<br />
to its integration in the <strong>Soares</strong> <strong>da</strong> <strong>Costa</strong> Group, of<br />
note being the turnover increase and the net positive<br />
contribution brought in by the energetic efficiency<br />
areas in the United Kingdom, Spain and Mozambique.<br />
This sub-segment represents circa 36% of the turnover<br />
of this area. On the other hand, the micro-generation<br />
business in Portugal, with the brand “Self Energy<br />
Solutions”, suffered a slight decrease.<br />
The photovoltaic plants area was the one most affected<br />
by the economic crisis as it is totally dependent on the<br />
access to finance.<br />
The deadlock of projects such as the 8MW one in<br />
Ferreira do Alentejo adjudicated in 2010, despite the<br />
Preliminary Information Request’s (PIP) validity until<br />
October 2012, greatly affected the indicators that are<br />
presented below in consoli<strong>da</strong>ted terms:<br />
kEy PERFORMANCE INDICATORS - ENERGIA PRÓPRIA, SGPS, SA<br />
(Million Euros)<br />
2011<br />
Turnover 8.6<br />
EBITDA -2.1<br />
EBIT -2.2<br />
Financial Results -0.7<br />
Consol. Res. for Period Attrib. Group -1.9<br />
Despite the economic and financial situation, which<br />
realistically will not improve in a particularly relevant<br />
manner in 2012, the prospects for this area are of a<br />
significant improvement in the profitability indicators.<br />
The energetic efficiency area will have new challenges<br />
and opportunities in Portugal through the regulation<br />
of the ESCOs (Energy Services Companies), the<br />
implementation of the ECO-AP programme that<br />
aims to attain a 30% savings in energy use in State<br />
buildings and also through the opportunities arising<br />
with the release of the European Fund JESSICA, for<br />
urban rehabilitation. In the United Kingdom, the<br />
photovoltaic mini-generation business has gained<br />
new interest for plants with up to 250 KW following<br />
important legislative changes. At the energetic<br />
efficiency level, the existence of mechanisms such as<br />
“Green Deal” or “Renewable Heat Incentive” will also<br />
turn some projects under study at some clients for<br />
over a year, and that were not economically viable<br />
at the time, viable. To this end, a memorandum of<br />
understanding signed in 2011 with a large Facilities<br />
Management Company will enable Self Energy to<br />
act in the energetic efficiency area on a portfolio of<br />
over 50 buildings, the majority of which belonging<br />
to public entities. The commercial order book in the<br />
United Kingdom exceeds 10 million Euros, with good<br />
financing prospects in the market itself.<br />
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In the micro-generation area one will see the gradual<br />
decline in the subsidized tariffs and in the capacity<br />
made available at those tariffs, up till the moment<br />
that the prices attain parity with the real costs of<br />
the grid to clients (“grid parity”). At that point, the<br />
regulatory environment will have a minor impact and<br />
new opportunities will surge, namely through the<br />
introduction of formats such as net metering, which<br />
are estimated to start being tested in Spain in 2012.<br />
This new framework is also a great opportunity for<br />
positioning both the brand “Self Energy Solutions” and<br />
its Authorized Agents network.<br />
The photovoltaic plants area will have as its primary<br />
objectives the execution of works-in-progress and<br />
their connection to the grid in the established<br />
timeframes, the potential disposal of some of the<br />
plants in operation for over two years, namely through<br />
the company Rooftops of Spain and the start-up of<br />
the installation of the Project in Poland, the main<br />
development Project of the company and that may<br />
come to represent an appreciable turnover.
6.<br />
Individual<br />
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accounts<br />
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Braga Stadium, Portugal (Socie<strong>da</strong>de de Construções <strong>Soares</strong> <strong>da</strong> <strong>Costa</strong>)
The individual accounts of Grupo <strong>Soares</strong> <strong>da</strong> <strong>Costa</strong>,<br />
S.G.P.S, S.A., are also prepared in accor<strong>da</strong>nce with<br />
International Financial <strong>Report</strong>ing Stan<strong>da</strong>rds (IAS/IFRS),<br />
as adopted by the European Union. They reflect the<br />
realization of a turnover of 6.2 million Euros, higher<br />
than that recorded in the previous year (4.0 million<br />
Euros). This revenue relates essentially to the rendering<br />
of technical management services to other Group<br />
companies.<br />
Operating results were negative in 0.7 million Euros but<br />
substantially better than those of the previous period<br />
which amounted to -3.2 million Euros.<br />
Overall financial results amounted to +0.8 million<br />
Euros (versus the 29.4 million a year before), with<br />
the difference being influenced by the very expressive<br />
reduction in revenue and capital gains on shareholding<br />
disposals, that in 2010 amounted to 33.8 million<br />
Euros and in the year just ended did not exceed 3.7<br />
million Euros.<br />
Indeed, dividend earnings in 2011 from the subholding<br />
of the Construction area amounted to 3.7<br />
million Euros in 2011 versus the amount of 15.5<br />
million Euros in 2010, a year in which the disposal of<br />
the shareholding in BAI also contributed significantly to<br />
financial results, without parallel in 2011.<br />
The amount of net assets increased from 489.1 million<br />
Euros at the end of 2010 to 542.3 million Euros<br />
(+53.2 million Euros), significantly influenced by the<br />
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increase occurring in the amount of loans conceded to<br />
Group, associated and other investment companies,<br />
included in non-current assets, that increased by 75.2<br />
million Euros, and the reduction of cash and cash<br />
equivalents of 11.4 million Euros.<br />
In terms of capital shareholdings and other financial<br />
investments no relevant changes occurred.<br />
On the liabilities side one notes, in correlation with<br />
the increase in assets, an increase from 271.3 to<br />
329.8 million Euros, again fun<strong>da</strong>mentally influenced<br />
by the level of internal debt to the Group, with the<br />
caption “group, associated and investment companies”<br />
recording an increase of 52.8 million Euros.<br />
Most expressive in liabilities continue to be the medium<br />
and long-term debenture loans, contracted towards<br />
the end of the 2007 economic period, one having a<br />
nominal value of 20 million and an eight-year maturity<br />
and the other with a nominal value of 80 million Euros<br />
at ten years, both bearing interest rates indexed to<br />
EURIBOR. During the year the company paid, on the<br />
respective due <strong>da</strong>tes, the coupon interest on numbers<br />
7 and 8 of these debenture issues.<br />
The change in equity amounted to -2.7 million Euros,<br />
fun<strong>da</strong>mentally due to the outflow of own funds –<br />
distribution of dividends to shareholders (3.5 million<br />
Euros) out of part of the 2010 net income – not having<br />
been offset by the individual net income earned in<br />
2011, that amounted to 0.9 million Euros.<br />
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7.<br />
Human<br />
resources<br />
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99<br />
votorantim’s Cement Plant, Brazil (<strong>Soares</strong> <strong>da</strong> <strong>Costa</strong> Brasil)
Human resources constitute one of the pillars of the<br />
competitiveness and development of organizations.<br />
Since the principles and strategic orientation<br />
guidelines in matters of human resource development<br />
within the Group are already consoli<strong>da</strong>ted, there has<br />
been a progressive implementation and consoli<strong>da</strong>tion<br />
of a set of methodologies and good practices<br />
designed to promote human capital growth. Below are<br />
summarized the most relevant aspects of the Group<br />
activity in matters relating to human resources in its<br />
varied dimensions:<br />
Staff Recruitment and Selection<br />
With the aim of aligning human capital with its<br />
organizational development strategy, <strong>Soares</strong> <strong>da</strong><br />
<strong>Costa</strong> Group sought to give continuity in 2011 to a<br />
recruitment strategy that guarantees the admission<br />
of new workers not only with the skills required for<br />
the function but also with significant professional<br />
development potential.<br />
Internal recruitment was the preferred approach<br />
applied during 2011 to satisfy human resource<br />
needs, an approach which tends to enhance the<br />
employees’ career management, with the consequent<br />
motivational gains, as well as to reduce costs<br />
with external recruitment processes and with the<br />
integration of new employees.<br />
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During 2011, 21 requests were received to fill<br />
34 functions. By and large these recruitment<br />
requests were aimed at closing gaps in the<br />
operations of the <strong>Soares</strong> <strong>da</strong> <strong>Costa</strong> Group in Angola.<br />
Of greater prevalence were the recruitment and<br />
selection processes for the functions of Works<br />
Manager, Designer/Planner, Works Dispenser and<br />
HVAC (Heating, Ventilation and Air Conditioning)<br />
Technicians for the company Clear Angola.<br />
Training<br />
The primary characteristic of the investment in<br />
training in 2011 was the number of training hours,<br />
19,833, worth 127 thousand Euros in enrolment fees.<br />
This volume covered 4,010 participations involving<br />
1,186 participants. An analysis of the distribution of<br />
hours amongst the professional categories reveals<br />
that the Senior Staff and the Qualified Professionals<br />
used up a significant portion of the training hours.<br />
This distribution reveals lower levels of training at<br />
the Intermediate-level Staff, highlighting a clear need<br />
to act at these levels. “Civil Construction and Civil<br />
Engineering” was the thematic area that recorded the<br />
highest number of training hours in 2011 – 7,737<br />
hours, followed by “Management” with 3,698 hours<br />
and “Work Safety” with 3,329 hours.<br />
101<br />
TRAINING By PROFESSIONAl CATEGORy<br />
(Hours)<br />
2011<br />
Management 563<br />
Senior staff 7,334<br />
Mid-level staff 2,445<br />
Intermediate-level staff 713<br />
Qualified professionals 8,658<br />
Semi-qualified professionals 48<br />
Unqualified professionals 96<br />
Trainees and apprentices 12<br />
TOTAL 19,833
TRAINING By THEMES<br />
Management <strong>Report</strong> | Grupo <strong>Soares</strong> <strong>da</strong> <strong>Costa</strong>, SGPS, SA<br />
(Hours)<br />
2011<br />
Computer sciences 180<br />
Computing from a user perspective 1,046<br />
Social and behavioural sciences 167<br />
Civil construction and civil engineering 7,737<br />
Electricity and energy 110<br />
Electronics and automation 225<br />
Engineering and the like 305<br />
Management 3,698<br />
languages and foreign literature 990<br />
Marketing and advertising 78<br />
Accounting and management 816<br />
law 431<br />
Unspecified 300<br />
Environmental protection 320<br />
Health 101<br />
Safety and hygiene in the workplace 3,330<br />
TOTAL 19,833<br />
The training events held within the <strong>Soares</strong> <strong>da</strong> <strong>Costa</strong><br />
Group are divided into planned and unplanned<br />
training. In the prior were contemplated the training<br />
actions resulting from the diagnosis of training<br />
needs, whilst the latter relate to training sessions not<br />
originally planned, but which need was determined<br />
subsequently, such as is the case with participations<br />
in congresses, seminars and conferences. In so far<br />
as planned training is concerned, the year 2011<br />
had as its main objective to develop in the holders<br />
of certain critical functions, a set of technical and<br />
behavioural skills that are considered strategic for the<br />
improvement of the Group’s human capital, namely:<br />
Project Management, Languages, Leadership, Business<br />
102<br />
Innovation and Technical Skills in Engineering and<br />
Management. Regarding project management, the 2nd<br />
edition of the Advanced Management and Negotiation<br />
Programme, in partnership with Católica Executive<br />
Education Lisbon took place in September 2011.<br />
Covering a total of 98 hours, this programme had<br />
as recipients Works Managers, Project Managers and<br />
Budget Coordinators.<br />
At top management level, 2011 was marked by<br />
the Top Management Encounter. This event, led by<br />
organizational development consultants, brought<br />
together fifty top-level managers for two <strong>da</strong>ys, to work<br />
on the themes of leadership and business innovation.<br />
This Encounter was an important formative moment,<br />
with undeniable gains in terms of aligning values and<br />
attitudes applied in the leadership of work teams.<br />
The methodology adopted combined the speakers’<br />
discussions on the themes with animated group<br />
dynamics oriented to the sharing, cohesion and the<br />
development of work teams.<br />
With a great impact on the sharing and on the transfer<br />
of the knowledge existing in the Group, Engineering<br />
and Management Thematic Workshops were created.<br />
The format used in these workshops brings together<br />
internal speakers, experienced on a given theme, who<br />
share their knowhow with an audience comprising<br />
colleagues with a professional interest in that theme.<br />
Given that some of the themes were of an engineering<br />
nature, the workshop presentations, where applicable,<br />
were complemented with study visits to construction<br />
works, where some of the technical aspects discussed<br />
in the workshops could be visualized in loco. These<br />
thematic workshops in Engineering and Management<br />
brought together 1,100 participants and covered the<br />
following themes: methodologies used in assembling<br />
metallic and mixed structures, reinforcing the energy<br />
production capacity at the Alqueva Dam, FIDIC<br />
contracts, decentralized production of energy and<br />
energetic efficiency, Public Contracts Code, Technical<br />
Conferences 2011, sustainability management<br />
indicators project, LEED – Evaluation of Sustainable<br />
Construction, International Procurement and visit to<br />
the Corgo viaduct works.<br />
Finally, 2011 saw the creation of the Academy of<br />
Knowledge which, complying with the concept and<br />
model of a corporative university, has as its mission<br />
to: Promote the sharing of experiences and transfer<br />
knowledge from the more experienced generation in<br />
the Group to the younger generations; Offer a set of<br />
specific formative programmes that aim to develop a<br />
series of corporative skills, transversal to the various<br />
functional groups; Disseminate a set of values and a<br />
behavioural pattern that permits the consoli<strong>da</strong>tion<br />
of the Organizational Culture required at the core<br />
of every company of the Group; Take the formative<br />
programmes of a corporative nature to the expatriate<br />
employees, namely through e-learning solutions.<br />
In the pursuit of this mission, partnerships are<br />
established with the best domestic business schools<br />
in terms of developing the formative programmes.<br />
In 2011 we formalized the first partnership between<br />
the Academy of Knowledge and Católica Executive<br />
103<br />
Education Lisbon, which resulted in the Advanced<br />
Project Management and Negotiation Programme.<br />
The Academy of Knowledge will increase the<br />
qualification levels of the human resources of the<br />
<strong>Soares</strong> <strong>da</strong> <strong>Costa</strong> Group and, simultaneously, give<br />
them more specific and predictable professional<br />
career prospects. We will thus be promoting<br />
the improvement of our human capital and,<br />
consequently, the capacity to assume more<br />
demanding challenges.<br />
Internship Programmes<br />
Within the scope of the Prémio Talento (Talent<br />
Award) three newly qualified civil engineers saw<br />
their investigative work awarded a prize: a 6 month<br />
internship at Socie<strong>da</strong>de de Construções <strong>Soares</strong> <strong>da</strong><br />
<strong>Costa</strong>. The interns had an opportunity to get to know,<br />
under the gui<strong>da</strong>nce of experienced coordinators, two<br />
important functional activity areas in the company:<br />
Technical and Technical-Commercial.<br />
The <strong>Soares</strong> <strong>da</strong> <strong>Costa</strong> Group received other types<br />
of internships throughout 2011, namely 11<br />
curricular and 4 professional internships. One of the<br />
professional interns was received by the company<br />
Self Energy Solutions S.A., and the remaining interns<br />
were taken in by Socie<strong>da</strong>de de Construções <strong>Soares</strong><br />
<strong>da</strong> <strong>Costa</strong>, S.A. Amongst the entities promoting<br />
internships are CICCOPN, IEFP, the Professional<br />
School of Fundão, the Fun<strong>da</strong>ção <strong>da</strong> Juventude (Youth<br />
Foun<strong>da</strong>tion) and the Escola Superior de Tecnologia e
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104<br />
Gestão do Instituto Politécnico de Beja (Higher School of Technology and Management of the Beja Polytechnic<br />
Institute). <strong>Soares</strong> <strong>da</strong> <strong>Costa</strong> Group’s readiness to take in interns promoted by external entities reflects the high<br />
level of social responsibility the Group assumes towards the community it forms part of.<br />
Performance Evaluation<br />
The performance evaluation system in place at the <strong>Soares</strong> <strong>da</strong> <strong>Costa</strong> Group has as its main objectives the<br />
promotion of the professional development of the employees, the rewarding of excellence and the increase<br />
in the operating results of the various business areas. This system ties individual performance with team,<br />
company and Group results, in order to instil joint responsibility, cooperation and cohesion within the work<br />
teams. It also sustains an evaluation system that balances performance indicators based on process, activity<br />
or task results with qualitative indicators that gauge the pattern of attitudes with which the employees<br />
perform their functions. In 2011 some 950 employees were integrated in the performance evaluation<br />
process and this total includes not only the employees working in Portugal but also those working in Angola,<br />
Mozambique, Romania, <strong>Costa</strong> Rica and Brazil.<br />
Evaluation of Potential<br />
The Evaluation of Potential and Management of Talent process combines, in an integrated manner, the <strong>da</strong>ta<br />
relating to technical skills, operational skills of a behavioural nature, professional interests, motivational factors,<br />
career projects and international mobility disposition, amongst other aspects. These evaluation processes<br />
continued throughout 2011, with the aim of increasing the knowledge available on the skills, interests,<br />
availability and career projects of the employees of the <strong>Soares</strong> <strong>da</strong> <strong>Costa</strong> Group.<br />
Number of Employees and Staff Costs<br />
105<br />
The number of employees at the service of the companies’ consoli<strong>da</strong>ted using the full consoli<strong>da</strong>tion method was<br />
5,549 in 2011, decreasing by 403 relative to the previous year.<br />
Consoli<strong>da</strong>ted staff costs amounted to 146.4 million Euros, representing 17.7% of total operating costs versus<br />
156.5 million Euros and 18.3% respectively, for 2010.<br />
Socie<strong>da</strong>de de Construções <strong>Soares</strong> <strong>da</strong> <strong>Costa</strong>, SA, continues to be the main employer of the Group, with 3,249<br />
employees (3,775 indefinite term employees a year before).<br />
A comparative analysis shows an important decrease in the number of employees. The company’s strategy in<br />
the management of human resources gives preference, as stated above, to inter-sector and geographic mobility<br />
and, within the wider scope of the Group, inter-company mobility, as a means to mitigate the effects of the<br />
scarcity prevalent in the domestic construction market that has resulted in human resource redun<strong>da</strong>ncies in<br />
certain professional categories; the severity of this problem, however, has resulted in the implementation of<br />
corrective actions in the allocation of this important production factor, actions which the company has sought<br />
to implement in a cautious and progressive manner, abiding by the law in force and, even more importantly,<br />
imbued in the social responsibility concerns that are transversal to the conduct of all its activities.<br />
In this matter, it is important to note that Socie<strong>da</strong>de de Construções <strong>Soares</strong> <strong>da</strong> <strong>Costa</strong>, SA was declared, by<br />
order of the Secretary of State for Employment <strong>da</strong>ted 7 December 2011, a company under restructuring,<br />
in the terms of and for the purposes foreseen in paragraph d) of no. 2 and no. 4 of article 10 of Decree-Law<br />
220/2006, of 3 November.<br />
Complementing this analysis, of note is the fact that the number of indefinite term employees in the<br />
companies’ consoli<strong>da</strong>ted using the proportional method totalled 881 employees, number analogous to the<br />
878 of the previous year.<br />
The company, individually, has 40 indefinite term employees (28 the previous year).
8.<br />
Sustainable<br />
development<br />
Management <strong>Report</strong> | Grupo <strong>Soares</strong> <strong>da</strong> <strong>Costa</strong>, SGPS, SA<br />
106<br />
107<br />
Marina Blue, US (SDC América)
<strong>Soares</strong> <strong>da</strong> <strong>Costa</strong> Group’s commitment to Sustainable<br />
Development is continually reaffirmed through<br />
the various initiatives that involve the creation of<br />
value for the shareholder, the protection and wellbeing<br />
of the employees and of the community<br />
with which it interacts, the preservation of the<br />
environment, through the minimization of the<br />
negative environmental impacts, and the continuous<br />
improvement in the value created for the priority<br />
interest groups.<br />
During 2011, <strong>Soares</strong> <strong>da</strong> <strong>Costa</strong> Group continued to<br />
develop and support various initiatives (internal<br />
and external) which objectives are in line with the<br />
sustainable activity guidelines, seeking a balance<br />
between the business carried out and the well-being<br />
of the communities with which it interacts, privileging<br />
the pillars of health, education and environment.<br />
Management <strong>Report</strong> | Grupo <strong>Soares</strong> <strong>da</strong> <strong>Costa</strong>, SGPS, SA<br />
108<br />
Support of Education and knowledge<br />
• Scholarship Programme for children of employees<br />
(3rd Edition);<br />
• Prémio Talento SdC (Talent Prize) aimed at university<br />
students (end of the 2nd Edition – that was awarded to<br />
3 students – and launch of the 3rd Edition);<br />
• Organization of Evening Talks, with the cooperation<br />
of various external guests;<br />
• Sharing of knowledge and of the personal and<br />
professional experiences of our employees, in the<br />
Technical Conferences on Construction (2nd Edition),<br />
Technical Workshops on Construction, Technical<br />
Workshops on Management and Technical Visits<br />
to works-in-progress.<br />
Support of Sporting and Cultural Initiatives<br />
• Clínica de Golfe SdC (Golf Clinic);<br />
• Torneio de Bowling SdC (Bowling Tournament)<br />
(2nd Edition);<br />
• Support for the athletics team SdC Runners;<br />
• Conclusion of the Rehabilitation Project of the<br />
Campanhã Juvenile Centre (Social Corporative<br />
Responsibility Programme).<br />
109<br />
Support to leisure<br />
• Organization of Summer Camps for children of<br />
employees;<br />
• Realization of Outdoor SdC;<br />
• Realization of the Christmas Party for the children<br />
of the employees, during which various presents are<br />
handed out.<br />
Support of Society<br />
• With various collaborations (sponsorships,<br />
materials’ donations, labour, etc.) in Portugal, Angola<br />
and Mozambique;<br />
• With thousands of articles collected in soli<strong>da</strong>rity<br />
campaigns carried out in the fixed units of the<br />
company, within the scope of Ecoponto Solidário.<br />
More information on Sustainable Development at<br />
Grupo <strong>Soares</strong> <strong>da</strong> <strong>Costa</strong>, SGPS, SA, may be consulted<br />
in the 2011 Sustainability <strong>Report</strong>, available at<br />
www.soares<strong>da</strong>costa.pt
9.<br />
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110<br />
Main risks<br />
and uncer-<br />
tainties<br />
111<br />
Strengthening of the Power of the Alqueva Waterways, Portugal (Socie<strong>da</strong>de de Construções <strong>Soares</strong> <strong>da</strong> <strong>Costa</strong>)
<strong>Soares</strong> <strong>da</strong> <strong>Costa</strong> Group, as the various parts that<br />
comprise this <strong>Report</strong> and Accounts attest, carries<br />
out its activity in various business segments and in<br />
various geographical areas. Consequently, the Group<br />
is exposed, naturally, to various risks that can be<br />
classified as:<br />
BUSINESS RISkS<br />
• Operating risks: those that can impact the<br />
effectiveness and efficiency of the operational and<br />
service rendering processes of the Group, client<br />
satisfaction and the reputation of the companies;<br />
• Integrity risks: those related with internal and<br />
external frauds that the group companies may be<br />
subject to;<br />
• Management and human resource risks: risks<br />
related, amongst others, with management,<br />
leadership, authority limits, displacement, local<br />
insertion, etc.;<br />
• Financial risks. Namely currency risk, interest rate<br />
risk, liquidity risk and credit risk.<br />
INFORMATION RISkS<br />
• Operating, financial and strategic evaluation<br />
information.<br />
ENvIRONMENTAl RISkS<br />
• Competition;<br />
• Political, economic, legal and fiscal environment;<br />
• Regulation of and changes in the sector.<br />
Management <strong>Report</strong> | Grupo <strong>Soares</strong> <strong>da</strong> <strong>Costa</strong>, SGPS, SA<br />
112<br />
From an organizational perspective, important<br />
steps were taken in 2011 to improve the analysis<br />
and risk management system. Consequently, at<br />
the corporate centre, and therefore with transversal<br />
application throughout the Group, an Analysis and<br />
Risk Management unit was set up with the objective<br />
of guaranteeing the efficiency and effectiveness of the<br />
Group’s operations, the safeguarding of its assets,<br />
the reliability of the financial <strong>da</strong>ta and the compliance<br />
with the law and applicable norms.<br />
The risk analysis is undertaken by the various<br />
corporative units of the Group. Work is carried out to<br />
identify and prioritize upfront the risks classified as<br />
more critical (determined through the combination<br />
of the probability of occurrence with the potential<br />
impact) and Risk Management strategies are defined<br />
so as to implement the control procedures that will<br />
reduce these to an acceptable level. In this manner<br />
the Group has been implementing control activities<br />
that permit the mitigation of these risks. The objective<br />
is to maximize the trade-off between the risks and<br />
the business margins so as to attain, in a sustained<br />
manner, the strategic objectives.<br />
This matrix is based on the general lines of the<br />
strategic plan in force, the goals that are to be met,<br />
the type of activity carried out and the countries<br />
that constitute the preferred areas for a stable<br />
intervention. Subsequently, and in obedience to these<br />
guidelines, a set of parameters are defined that guide<br />
the strategic objectives covering the assumption<br />
of risk and all the monitoring actions carried out<br />
to guarantee the conformity of the risks actually<br />
incurred with those objectives.<br />
To perform the assessment and subsequent<br />
monitoring, through their internal organizations, the<br />
different management areas of the company (Business<br />
Development, Finance Management, Management<br />
Control, Human Resources, Legal Services, etc.)<br />
identify and evaluate the risks that their decisions, in<br />
their respective areas of intervention and competence,<br />
involve and list the measures that may prevent or<br />
minimize these. In function of that analysis, critically<br />
monitored by the central unit, decisions are taken<br />
relating to the business, country or project in question,<br />
namely the decision to contract or not to contract or<br />
of the contracting conditions.<br />
The analysis and management system is an<br />
interactive process that extends throughout all the<br />
phases of the project, from the original potential<br />
set-up, at a moment of pure prospecting, right<br />
through to its epilogue, when all the responsibilities<br />
connected to it are extinguished. Naturally, during its<br />
evolution, some fun<strong>da</strong>mental milestones requiring<br />
a wider scope in terms of decision making are<br />
set-up, both to evaluate if the potential risks and the<br />
forms in which best to broach these fit the strategic<br />
113<br />
profile defined, as well as to ensure that the control<br />
mechanisms and procedures are being complied with<br />
and are proving to be adequate. For their thorough<br />
management, detailed information procedures are<br />
created, with the content adequate to each phase,<br />
which will permit the timely monitoring of the various<br />
vicissitudes and the taking of action at the exact<br />
moment of an occurrence. The full process is open to<br />
contributions from reviews and to the improvements<br />
that any structure wishes to propose, and is the object<br />
of periodic reflection and evaluation involving both the<br />
supporting services as well as the operational areas.<br />
The objective of capital risk management at <strong>Soares</strong><br />
<strong>da</strong> <strong>Costa</strong> Group is to safeguard the continuity of<br />
the operations of the Group, thus providing returns<br />
for the shareholders and benefits for the remaining<br />
stakeholders, maintaining a solid capital structure that<br />
supports the development of the business. The Group<br />
has reinforced its risk analysis policies in order to be<br />
better prepared to respond to the uncertainties and<br />
vicissitudes that derive from a<strong>da</strong>pting its activity to<br />
the retraction in the domestic market, and is actively<br />
searching for alternatives that boost its capacities.
10.<br />
<strong>Soares</strong><br />
Management <strong>Report</strong> | Grupo <strong>Soares</strong> <strong>da</strong> <strong>Costa</strong>, SGPS, SA<br />
114<br />
<strong>da</strong> <strong>Costa</strong><br />
on the stock<br />
exchange<br />
115<br />
Cais <strong>da</strong> Fontinha, Portugal (<strong>Soares</strong> <strong>da</strong> <strong>Costa</strong> Imobiliária)
Share Capital Representation<br />
Pursuant to article 4, no. 3, of the By-laws, the<br />
company’s share capital is represented by one<br />
hundred and sixty million scriptural bearer shares,<br />
with a par value of one Euro each, divided into two<br />
categories of shares, reciprocally convertible through<br />
a general meeting deliberation: a) one hundred and<br />
fifty-nine million nine hundred and ninety-four<br />
thousand four hundred and eighty-two (159,994,482)<br />
ordinary shares; b) five thousand five hundred and<br />
eighteen (5,518) preferred nonvoting share, but<br />
with a preferential right to a dividend and to the<br />
reimbursement of the respective nominal amount in<br />
the event of the liqui<strong>da</strong>tion of the company.<br />
Own Shares<br />
In October 2011, the company informed the market,<br />
through the CMVM internet site and through its own<br />
website, and in terms of and for the purposes laid<br />
down in article no. 248 of the Securities Code, that<br />
it had renounced the liquidity contract celebrated on<br />
21 September 2010 with Lisbon Brokers Socie<strong>da</strong>de<br />
Corretora, S.A. (whose contractual position had, in the<br />
meantime, been assumed by Banco L.J. Carregosa,<br />
S.A). This termination took effect as from 31 December<br />
2011. Consequently, and still considering transactions<br />
carried out under the said contract, as disclosed on<br />
11 January 2012, Grupo <strong>Soares</strong> <strong>da</strong> <strong>Costa</strong> held, at 31<br />
December 2011, 507,292 own shares, corresponding<br />
to 0.317% of its share capital.<br />
Management <strong>Report</strong> | Grupo <strong>Soares</strong> <strong>da</strong> <strong>Costa</strong>, SGPS, SA<br />
116<br />
Dividends<br />
As was proposed by the board of directors in the<br />
shareholders general meeting held on 12 May 2011,<br />
the distribution of a gross dividend of 0.0217 Euros per<br />
ordinary share and of 0.05 Euros per preferred share<br />
was approved. As was communicated on 27 May 2011,<br />
the dividends were placed at the shareholders disposal<br />
as from 13 June 2011, with the shares transacting on<br />
the stock exchange without the right to the dividend as<br />
from 8 June 2011.<br />
Share Price Evolution<br />
Grupo <strong>Soares</strong> <strong>da</strong> <strong>Costa</strong>’s stock price evolution was<br />
negative for the second consecutive year, losing<br />
circa 31.5% in 2011, following a drop of 55% in the<br />
previous year. At 31 December 2011, each share of<br />
<strong>Soares</strong> <strong>da</strong> <strong>Costa</strong> was worth 0.37 Euros, corresponding<br />
to a market capitalization of approximately 59 million<br />
Euros, versus the 86 million Euros at the end of the<br />
previous year.<br />
This drop reflects the very negative evolution of the<br />
Portuguese share market as a whole (PSI20, the index<br />
of reference, fell 28% in accumulated terms, and the<br />
PSI General index, that the Group’s shares integrate,<br />
fell circa 20% in 2011), with a strong increase in<br />
risk aversion by investors in relation to the domestic<br />
market in consequence of various facts (although all<br />
of them intertwined): sovereign debt crisis, request<br />
for international financial aid from IMF/ EU/ Central<br />
European Bank, retraction of both the economy and the companies’ liquidity and the contraction of GDP.<br />
Additionally, <strong>Soares</strong> <strong>da</strong> <strong>Costa</strong>’s share price evolution also reflects, specifically, the strong break in the activity<br />
and in the expectations for the construction and infrastructure sector in Portugal.<br />
An additional consequence of this recessive context for the Portuguese economy and for its companies, was<br />
the very sharp drop in the liquidity of the share when compared to the previous year: the volume of shares<br />
transacted fell by 64%, whilst the accumulated transacted value fell by 81% (already reflecting the previously<br />
referred to share price drop). As a comparative reference, the accumulated transacted value of the companies<br />
integrating the PSI20 index fell by 31% and that of the companies integrating the PSI Geral index fell by 30%.<br />
Key Performance Indicators of <strong>Soares</strong> <strong>da</strong> <strong>Costa</strong> Share Price<br />
117<br />
Ordinary Shares 2011 2010 2009 2008 2007<br />
Quotation at start of period (Euro) 0.54 1.19 0.63 2.09 0.69<br />
Quotation at end of period (Euro) 0.37 0.54 1.19 0.63 2.09<br />
Maximum quotation (Euro) 0.59 1.27 1.31 2.13 2.87<br />
Minimum quotation (Euro) 0.27 0.49 0.49 0.58 0.69<br />
No. shares transacted (million shares) 21.3 59.1 186.8 81.1 510.2<br />
Accumulated amt. transacted shares (million Euros) 9.8 50.8 190.5 123.1 857.5<br />
Source: Euronext.
EvOlUTION OF THE SOARES DA COSTA SHARE PRICE (EURO) AND DAIly TRANSACTED vOlUME (NUMBER OF SHARES)<br />
0,65<br />
0,60<br />
0,55<br />
0,50<br />
0,45<br />
0,40<br />
0,35<br />
0,30<br />
0,25<br />
1000.000<br />
900.000<br />
800.000<br />
700.000<br />
600.000<br />
500.000<br />
400.000<br />
300.000<br />
200.000<br />
100.000<br />
0<br />
Font: Euronext.<br />
Management <strong>Report</strong> | Grupo <strong>Soares</strong> <strong>da</strong> <strong>Costa</strong>, SGPS, SA<br />
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JAN FEB MAR APR MAY JUN JUL AUG SEP OCT NOV DEC<br />
JAN FEB MAR APR MAY JUN JUL AUG SEP OCT NOV DEC
11.<br />
Order<br />
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book and<br />
prospects<br />
121<br />
Sonangol’s laboratory, Angola (Socie<strong>da</strong>de de Construções <strong>Soares</strong> <strong>da</strong> <strong>Costa</strong>)
The construction sector is experiencing in Portugal,<br />
we repeat, a very severe context: a climate of public<br />
budget constraints, oversupply in the real estate<br />
market, uncertainty and aversion to risk on the part<br />
of private agents, shortage of finance and a negative<br />
external perception as to the country’s solvability<br />
conditions (ratings and devaluation of assets).<br />
All these “springs” flowed into a very relevant break in<br />
construction investment, conditioned the commercial<br />
activity and revealed themselves in 2011, in<br />
manifestations such as:<br />
• General shortage of tenders, with the consequent<br />
degra<strong>da</strong>tion of prices;<br />
• Even greater stagnation of tenders launched in the<br />
Madeira island;<br />
• Suspension of the School Infrastructures Renovation;<br />
• Suspension of the public private partnerships in road<br />
infrastructure;<br />
• Suspension of the expansion plans of the Lisbon and<br />
Oporto underground transportation;<br />
• Suspension of all new tenders for the high speed<br />
railway network;<br />
• Suspension of the new Lisbon Airport;<br />
• Suspension of private projects in the offices<br />
sub-segment;<br />
• Postponement of private projects in the hotels<br />
sub-segment.<br />
Compounding the challenge even more is the minute<br />
rate of decisions taken on tenders launched: the<br />
Hospital Oriental de Lisboa, is currently in a deadlock,<br />
and various other tenders in the domain of water<br />
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supply and treatment have also been suspended.<br />
The only positive note in terms of investment in<br />
Portugal is the National Dam Plan, with various tenders<br />
launched both by EDP as well as by Iberdrola. Despite<br />
these prospects, no actual projects materialized in<br />
2011 from Iberdrola, and EDP postponed the execution<br />
of one of the <strong>da</strong>ms tendered –Alvito <strong>da</strong>m.<br />
Even so, some important adjudications were won<br />
in 2011 amongst which we highlight: Bypass to<br />
Ma<strong>da</strong>lena do Mar, 2nd phase, in Madeira, Fajã <strong>da</strong><br />
Ovelha – Ponte do Pargo Expressway (in consortium)<br />
in Madeira, the Irrigation, Road and Drainage<br />
infrastructure construction contracts of the Bloco<br />
(Block) in Aljustrel and of Bloco (Block) 3 in Pedrogão,<br />
the infrastructure construction of the Pestana Tróia<br />
Resort, structural interventions in the Trofa and<br />
Sortes Tunnels (Refer), the Moura-Safara adductor<br />
(AGDA), the Hotel <strong>da</strong> Tocha (Hotel) for the client<br />
World Hotel and Hotel Sana Evolution. With regard<br />
to the subsidiary Contacto, reference is made to the<br />
adjudication of a hotel unit in Praça <strong>da</strong> Ribeira, in<br />
Oporto and the supermarket Continente Bom Dia, in<br />
Ramalde, also in Oporto.<br />
In terms of Socie<strong>da</strong>de de Construções <strong>Soares</strong> <strong>da</strong><br />
<strong>Costa</strong>’s international commercial activity, during 2011<br />
the following occurred:<br />
• Start-up of commercial activity in the African West<br />
Coast, with the presentation on a series of bids in<br />
Senegal and Gambia;<br />
• Pre-qualification for a high velocity railroad network between Tangier and Kenitra, in Morocco, with effective<br />
participation in various tenders;<br />
• Presentation for various tenders in Oman, with an adjudication coming through after the year end;<br />
• Maintenance of a high level of commercial activity in the Portuguese-speaking African countries where the<br />
company maintains a traditional presence (Angola and Mozambique – with the widening and extension of the<br />
effective activity to the geographic limits of these countries – and S. Tomé e Príncipe);<br />
• Relevant steps to consoli<strong>da</strong>te the presence, recently initiated, in Brazil.<br />
123<br />
In Angola, we highlight the adjudications of: Edifício Blue Plaza (Building), which will be one of the tallest<br />
buildings in the centre of Luan<strong>da</strong> with 17 stories and 4 basements; the Luan<strong>da</strong> Sul Development, comprising<br />
two residential buildings; the“Shopping Fortaleza” complex that is to grow next to the new waterfront bypass,<br />
facing the bay of Luan<strong>da</strong> and integrating a seven-storied building for the promoter Sopros – Socie<strong>da</strong>de Angolana<br />
de Promoção de Shoppings and, due to its representativeness considering the highly selective criteria imposed,<br />
<strong>Soares</strong> <strong>da</strong> <strong>Costa</strong>’s entrance into the “universe” of Nestlé contractors/ suppliers, with the adjudication of a project<br />
with a 9 month execution period and worth more than 6 million Dollars.<br />
Evidencing the policy of expanding and widening the activity to the entire Angolan territory are the adjudication<br />
of works in other regions outside the Luan<strong>da</strong> area, as is the case of namely, in Soyo (Bechtel – LNG Project:<br />
Bairro Fina School), Benguela (BESA headquarters in Lobito), and Huambo (Cultural Centre of Huambo), that<br />
were already started during the period.<br />
Within the scope of infrastructure, the important project launched by the Direcção Nacional de Infraestruturas<br />
Públicas of the Ministry for Urbanism and Construction of the Republic of Angola, for the requalification of the<br />
“Municipality of Sambizanga and Encostas <strong>da</strong> Boa Vista”, in Luan<strong>da</strong>, partially in the ex-“Roque Santeiro” area<br />
(encompassing the execution of the public rainwater drainage infrastructure, the construction of road accesses,<br />
the assembly of power supply distribution and the public lighting network infrastructure), in an amount of 90<br />
million Dollars (63 million Euros) and an execution period of 12 months, must be highlighted.<br />
As to Clear Angola’s activity, this company had a good commercial performance during the year just ended,<br />
that resulted from winning new projects in an amount of 4.9 thousand million Kwanzas (with electricity
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124<br />
representing 67%, acclimatization 21% and hydraulics 12%). Amongst the projects won are the Torre do<br />
1º Congresso (Tower) for BESA, the New Parking Lot Building to be executed by the consortium Namkwang/<br />
<strong>Soares</strong> <strong>da</strong> <strong>Costa</strong>, the Empreendimento Residencial Talatona (Residential Development), in South Luan<strong>da</strong>, for the<br />
consortium Hagen/Goecimenta and the Edifício Fénix (Building), for Somague.<br />
In Mozambique, the level of adjudications and new contractings occurred at a reasonable pace. Reference<br />
is made to the adjudication of various works for the set-up of various branches of Banco Único (Matota,<br />
Sommerschield – Maputo and in Mica), the construction of the technical building and offices of TV Cabo in Beira<br />
and the extension of Hotel Vip Inn Beira (2nd phase: new twin building). With the objective of increasing the<br />
potential project universe, the activity is being extended to practically all the country, such that, at the end of<br />
the period, the Group is present in the provinces of Maputo, Gaza, Inhambane, Sofala and Tete.<br />
In the United States the highlight, in terms of the main commercial happenings, goes to the adjudication<br />
of a project with the highest value in the history of the subsidiary Prince: the widening and reconstruction<br />
of I-75/SR 93, in Tampa, Flori<strong>da</strong>, a contract of 94.7 million Dollars, for the FDOT (Flori<strong>da</strong> Department of<br />
Transportation), with an execution period of 1,500 <strong>da</strong>ys and that consists of the reconstruction and widening<br />
of 10 miles of the interstate motorway I-75 from SR56 to Fowler Avenue and 3 miles of road, including the<br />
construction of 13 bridges.<br />
In addition to this project, on 15 March 2011 Prince was announced project contractor for the construction of<br />
the New Tampa Boulevard Bridge, in the city of Tampa, over the I-75 and that is to connect the New Tampa<br />
Boulevard to Commerce Park, a 12.5 million Dollar project.<br />
Cattlemen Road - Sarasota County announced, on 6 April 2011, Prince as the bidder with the lowest price for<br />
the 14.5 million Dollar project relating to the construction of a new highway with 3 miles with an execution<br />
period until January 2013, earthwork activities having already started.<br />
Regarding US27 (SR25) X SR50 DB, the Prince-Atkins conception-construction team will carry out this project,<br />
worth 20.8 million Dollars, with an execution period of 700 <strong>da</strong>ys, for District Five of the FDOT.<br />
In summary, Prince’s commercial activity during 2011 allowed it to get works amounting to 142 million Dollars.<br />
The company will continue focused on widening its geographical scope of activity, with the expansion into the<br />
State of Texas and open to market opportunities within the scope of the so-called 3P projects (public private<br />
partnerships) for which growth is expected in 2012, following an anaemic 2011 in this domain, with the<br />
cancellation of several projects amongst which: Flori<strong>da</strong> High-Speed Rail and Georgia’s West by Northwest, for<br />
which the company was already qualified.<br />
In <strong>Costa</strong> Rica, the local company is pre-qualified for the construction and supply of basic equipment for the<br />
“Hospital de Trauma (Trauma Hospital)” in an amount of circa 60 million Dollars. The tender is expected to be<br />
launched during 2012.<br />
Additionally, in 2011 budgets were prepared for the reconstruction and extension of 28 bridges, in a global<br />
amount of 7.6 million Dollars. The respective decisions are awaited, although, as of now, it is already known<br />
that some of these projects will not carry on.<br />
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Together with Prince (consortium leader) and two local partners, the local company budgeted the extension and<br />
rehabilitation work on National road no. 1, the Interamericana Norte road, section Cañas – Liberia, with<br />
an length of 50 Km, in a global amount of circa 114 million Dollars, with the Group’s participation in the<br />
consortium being 55%.<br />
The subsidiaries in the railroad and maritime work segments with an activity of some relevance generally<br />
focused on the North-African markets and we highlight, in 2011, the adjudication of an intervention project in<br />
the Porto de La Guaira (Port), in Venezuela, in an amount in excess of 27 million Euros.
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In summary, the order book reflects the following composition:<br />
ORDER BOOk AS OF 31 DECEMBER 2011 AND 2010<br />
(Million Euros)<br />
DEC-2011 % DEC-2010 % ∆ 2011/10<br />
TOTAL 1,404.6 100.0 1,667.7 100.0 -15.8%<br />
Portugal 482.6 34.4 720.6 43.2 -33.0%<br />
Angola 467.0 33.3 446.4 26.8 4.6%<br />
USA 201.7 14.4 197.3 11.8 2.2%<br />
Mozambique 131.6 9.4 170.2 10.2 -22.7%<br />
Romania - 0.0 7.2 0.4 -99.5%<br />
S. Tomé & Príncipe 2.0 0.1 15.3 0.9 -86.6%<br />
<strong>Costa</strong> Rica 43.4 3.1 43.5 2.6 -0.3%<br />
Brazil 5.4 0.4 - - -<br />
Algeria 38.1 2.7 53.7 3.2 -29.0%<br />
Morocco 3.6 0.3 8.8 0.5 -59.0%<br />
Cape verde 1.6 0.1 4.7 0.3 -66.2%<br />
venezuela 27.6 2.0 - - -<br />
Prospects and objectives for 2012<br />
Within the scope of the implementation and execution of the strategic guidelines, the Group’s activity in 2012<br />
will focus on the construction business and on the core geographies. Angola tends to dispute with Portugal the<br />
status of first market in terms of turnover contribution to the Group. In the domestic market the Transmontana<br />
motorway construction project will continue to assume a significant role. In the wake of 2011, the prospects<br />
are for high activity levels in the United States and Mozambican markets. On the other hand, material growth is<br />
expected in Brazil.<br />
The challenges at profitability level require further efforts in structural cost reduction, particularly in the<br />
domestic market.<br />
In terms of debt, debt without recourse associated with the concession projects in progress is likely to expand,<br />
but no new relevant investments are foreseen in the energy and environment business and in the real estate<br />
area and, on the other hand, the Group will seek to sell, selectively and when opportune, non-strategic assets<br />
with a fund generating/debt with recourse reduction potential.<br />
127<br />
Given a climate of greater uncertainty as to the economic variables, the production of prospective financial<br />
information involves additional risks. Without prejudice to the recognition of the existence of exogenous factors,<br />
that may be highly conditioning, the Group considers it reasonable to set as its turnover goal for 2012 an<br />
amount of close to 900 million Euros, with the generation of an EBITDA of approximately 10%. The possible<br />
change in the accounting model associated with the Beira Interior (Scutvias) motorway concession due to the<br />
recent introduction of tolls and the possible change in the compensation in function of the availability of the<br />
infrastructure may lead to a review of these amounts.
12.<br />
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128<br />
Subsequent<br />
events<br />
129<br />
Bridge over Fervença’s River – Transmontana Highway (Socie<strong>da</strong>de de Construções <strong>Soares</strong> <strong>da</strong> <strong>Costa</strong>)
The accounts were approved by the Board of Directors<br />
on 19 April 2012. As relevant facts occurring<br />
subsequent to the <strong>da</strong>te of reference of the accounts<br />
and as per the privileged information communications<br />
disclosed and brought to the public’s attention<br />
through the CMVM site, the company informed:<br />
// On 12 March 2012, that it had been informed,<br />
through the concessionaire company “Elos – Ligações<br />
de Alta Veloci<strong>da</strong>de, S.A.” that the Court of Auditors had<br />
refused to issued the formal approval on the concession<br />
contract for the HVT Section Poceirão-Caia of the high<br />
velocity train line between Lisbon and Madrid. The<br />
Group’s subsidiary, <strong>Soares</strong> <strong>da</strong> <strong>Costa</strong> Concessões, SGPS,<br />
SA, has a shareholding in that concessionaire company<br />
of 16.304%. The concession, with a duration of 40<br />
years, implied a total investment of 1,494,881,960<br />
Euros, with an amount of 1,440,749,262 Euros for the<br />
project, expropriation and construction, to be executed<br />
by a joint venture “LGV– Engenharia e Construção<br />
de Linhas de Alta Veloci<strong>da</strong>de, ACE” led by Socie<strong>da</strong>de<br />
de Construções <strong>Soares</strong> <strong>da</strong> <strong>Costa</strong> S.A., which is also a<br />
subsidiary of the Group, with a shareholding of 17.25%<br />
in the joint venture.<br />
// On 28 March, of the adjudication to its subsidiary<br />
Socie<strong>da</strong>de de Construções <strong>Soares</strong> <strong>da</strong> <strong>Costa</strong>, SA, of<br />
works in the Oman Sultanate, that includes the<br />
execution of the projects and construction work on<br />
road infrastructure, contemplating road sections,<br />
five overhead bypasses over road interchanges, and<br />
associated infrastructure networks, to be executed<br />
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in the area between the international airport of<br />
Masqat and the Masqat expressway. The project<br />
will be executed through a joint venture with a local<br />
construction company, with Socie<strong>da</strong>de de Construções<br />
<strong>Soares</strong> <strong>da</strong> <strong>Costa</strong> holding a 70% stake. This project,<br />
worth 48 million Euros and with an execution period<br />
of 654 <strong>da</strong>ys, represents the construction activity’s<br />
expansion into a new market.<br />
// On 3 April 2012, of the celebration of a contract<br />
with its subsidiary Socie<strong>da</strong>de de Construções <strong>Soares</strong><br />
<strong>da</strong> <strong>Costa</strong>, SA, for the execution of the project and<br />
construction of the social facilities of Angola LNG (1st<br />
phase), in Soyo, in Angola. The project will be executed<br />
in consortium with MSF, with <strong>Soares</strong> <strong>da</strong> <strong>Costa</strong> holding<br />
a 50% stake. The project has an execution period of<br />
36 months and the total adjudication amount is 252<br />
million Dollars (189 million Euros).<br />
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13.<br />
Proposal<br />
for the<br />
appropria-<br />
tion of<br />
results<br />
Management <strong>Report</strong> | Grupo <strong>Soares</strong> <strong>da</strong> <strong>Costa</strong>, SGPS, SA<br />
133<br />
I75-BIBB County Road – Geórgia, USA (PRINCE)
The board of directors of the company Grupo <strong>Soares</strong><br />
<strong>da</strong> <strong>Costa</strong>, S.G.P.S., SA, taking into consideration<br />
the present Financial Statements, propose to the<br />
Shareholders, in accor<strong>da</strong>nce with that laid down<br />
in paragraph f) of article 66 of the Commercial<br />
Companies Code and the legislation applicable to<br />
the distribution of corporate assets, namely articles<br />
32 and 33 of the said Code, that the individual net<br />
income of 877,727.62 Euros, earned by the company<br />
during the period ended on 31 December 2011, be<br />
appropriated as follows:<br />
• To reserves (5% of the net income for the period) -<br />
43,886.38 Euros;<br />
• To dividends attributable to the preferred shares<br />
(5,518x0.05) - 275.90 Euros;<br />
• To retained earnings - 833,565.34 Euros.<br />
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135
14.<br />
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136<br />
Statement<br />
on the con-<br />
formity of<br />
the financial<br />
information<br />
(in terms of paragraph c) of no. 1 of article 245 of the Securities Code)<br />
137<br />
Pestana Hotel, S. Tomé & Príncipe (SDC S. Tomé e Príncipe)
The members of the Board of Directors, individually,<br />
declare that to the best of their knowledge:<br />
• The Consoli<strong>da</strong>ted Financial Statements, the<br />
Individual Financial Statements and the other<br />
documents comprising the accounts were prepared in<br />
conformity with the accounting stan<strong>da</strong>rds applicable,<br />
presenting a true and fair view, in all materially<br />
relevant aspects, of the assets and liabilities, of the<br />
equity and of the consoli<strong>da</strong>ted and individual results of<br />
the issuer;<br />
• The Management <strong>Report</strong> accurately discloses<br />
the evolution of the business, the performance and<br />
the financial position both of the issuer and of the<br />
companies included in the consoli<strong>da</strong>tion perimeter<br />
and contains a description of the principal risks and<br />
uncertainties which they face.<br />
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139
15.<br />
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140<br />
Acknow-<br />
ledgements<br />
141<br />
Cascais Inn, Portugal (Socie<strong>da</strong>de de Construções <strong>Soares</strong> <strong>da</strong> <strong>Costa</strong>)
On concluding this report on the activity carried<br />
out during the 2011 economic period, the Board<br />
of Directors takes this opportunity to express its<br />
appreciation to all the public and private entities that,<br />
directly or indirectly, have supported and cooperated<br />
with the company and with the various entities in the<br />
<strong>Soares</strong> <strong>da</strong> <strong>Costa</strong> universe. It is gratifying to highlight, in<br />
particular, the relationship of trust with which clients,<br />
suppliers and other business partners, namely financial<br />
institutions, have honoured us.<br />
To the members of the other corporate bodies, as<br />
well as to our external and statutory auditors, we<br />
acknowledge the manner and the rigor with which they<br />
carried out their functions.<br />
Finally, the high level of professionalism and sense of<br />
duty demonstrated by the employees to the Group,<br />
without whose efforts and dedication it would not<br />
have been possible to create the value the company is<br />
responsible for, merits a special mention.<br />
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142<br />
Porto, April 19, 2012<br />
The Board of Directors,<br />
Manuel Roseta Fino<br />
António Manuel Pereira Cal<strong>da</strong>s de Castro Henriques<br />
Pedro Gonçalo de Sotto Mayor de Andrade Santos<br />
Jorge Domingues Grade Mendes<br />
Ana Maria Martins Caetano<br />
António Manuel Formigal de Arriaga<br />
António Pereira <strong>da</strong> Silva Neves<br />
Carlos Moreira Garcia<br />
José Manuel Baptista Fino<br />
Martim Salema de Sande e Castro Fino<br />
143
1. II<br />
Annexes O Grupoto<br />
the<br />
management<br />
<strong>Soares</strong><br />
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144<br />
report <strong>da</strong> <strong>Costa</strong><br />
145
1.<br />
Participations<br />
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146<br />
and tran-<br />
saction of<br />
members of<br />
the corporate<br />
bodies<br />
(according to Article 9. Point a) and 14 no. 7 of Regulation<br />
5/2008 of the CMvM)<br />
147<br />
Bridge over Sado’s River, Portugal (Socometal / Somafel)
Manuel Roseta Fino (Chairman of the board<br />
of directors): Chairman of the board of directors of<br />
Investifino – Investimentos e Participações SA. This<br />
company held, as of January 1, 2011, 113,302,682<br />
shares that correspondent to 70.8142% of the<br />
capital, that maintained by December 31, 2011.<br />
// Pedro Gonçalo de Sotto-Mayor de Andrade<br />
Santos (Executive member of the board of directors):<br />
Member of the board of directors of Investifino –<br />
Investimentos e Participações SA. This company<br />
held, as of January 1, 2011, 113,302,682 shares<br />
that correspondent to 70.8142% of the capital, that<br />
maintained by December 31, 2011.<br />
// António Pereira <strong>da</strong> Silva Neves (Member of the<br />
board of directors): Held by January 1, 2011, 13,220<br />
shares, that maintained by December 31, 2011.<br />
// Ana Maria Martins Caetano (Member of the board<br />
of directors): Chairman of the board of directors of<br />
Parinama – Participações e Investimentos, SA. This<br />
company held, as of January 1, 2011, 17,600,00<br />
shares that correspondent to 11.0000% of the capital,<br />
that maintained by December 31, 2011.<br />
// José Manuel Baptista Fino (Member of the board<br />
of directors): Member of the board of directors of<br />
Investifino – Investimentos e Participações SA. This<br />
company held, as of January 1, 2011, 113,302,682<br />
shares that correspondent to 70.8142% of the<br />
capital, that maintained by December 31, 2011.<br />
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148<br />
The other members of the corporate bodies did<br />
not hold, as of December 31, 2011, shares of the<br />
company, and did not made any transactions on the<br />
company's shares in 2011.<br />
149
2.<br />
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150<br />
Qualified<br />
share-<br />
holdings<br />
151<br />
Urban Requalification of luan<strong>da</strong> Marginal Area, Angola (Socie<strong>da</strong>de de Construções <strong>Soares</strong> <strong>da</strong> <strong>Costa</strong>)
As of December 31, 2011 shareholders with qualified<br />
shareholdings in the company were the following:<br />
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152<br />
Manuel Fino, SGPS, S.A. Number of shares % Capital % Voting rights (*)<br />
Indirectly through Investifino - Investimentos e Participações SGPS, S.A. 113.302.682 70,814% 71,042%<br />
TOTAL 113.302.682 70,814% 71,042%<br />
PARINAMA - Participações e Investimentos, SGPS, S.A. Number of shares % Capital % Voting rights (*)<br />
Directly 17.600.000 11,000% 11,035%<br />
TOTAL 17.600.000 11,000% 11,035%<br />
Santander Asset Management - Socie<strong>da</strong>de Gestora de Fundos de Investimento<br />
Mobiliários, S.A.<br />
Number of shares % Capital % Voting rights (*)<br />
Indirectly through<br />
Fundo Santander Ações Portugal 2.930.324 1,831% 1,837%<br />
Fundo Santander PPA 312.634 0,195% 0,196%<br />
TOTAL 3.242.958 2,027% 2,033%<br />
(*) Considers 5,518 preferred non voting shares and 507,292 own shares held by December 31, 2011.<br />
153
3.<br />
Other legal<br />
informations<br />
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155<br />
Catumbela Bridge, Angola (Socie<strong>da</strong>de de Construções <strong>Soares</strong> <strong>da</strong> <strong>Costa</strong>)
Debts to the State and Social Security<br />
Pursuant to and for the purposes of art. 2 of<br />
Decree-Law no. 534/80, November 7 and Article 21<br />
of Decree-Law no. 411/91, <strong>da</strong>ted October 17, we<br />
state that Grupo <strong>Soares</strong> <strong>da</strong> <strong>Costa</strong> has no outstanding<br />
debts to the state resulting from payment of taxes or<br />
contributions to Social Security.<br />
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157
4.<br />
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Corporate<br />
Governance<br />
<strong>Report</strong><br />
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Transmontana Highway, Portugal (<strong>Soares</strong> <strong>da</strong> <strong>Costa</strong> Concessões)
0. Statement of Compliance<br />
In accor<strong>da</strong>nce with the Portuguese Securities and<br />
Exchange Commission’s (CMVM) Code of Corporate<br />
Governance (Reg. Nr. 1/ 2010):<br />
0.1 lEGISlATION<br />
<strong>Soares</strong> <strong>da</strong> <strong>Costa</strong> is subject to the Code of Corporate<br />
Governance defined by CMVM, which is available in the<br />
commission website www.cmvm.pt.<br />
0.2 RECOMMENDATIONS' STATEMENT OF COMPlIANCE<br />
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Recommen<strong>da</strong>tion Compliance <strong>Report</strong>'s<br />
Reference<br />
I Shareholders' general meeting<br />
I.1 Board of the shareholdings' meeting<br />
I.1.1 The Chairman of the Board of the General Meeting shall have the necessary human and logistical<br />
resources at his/her disposal. taking the company’s economic situation into account.<br />
I.1.2 The remuneration of the Chairman of the Board of the General Meeting shall be disclosed in the<br />
annual report on corporate governance.<br />
I.2 Participation in the shareholder's meeting<br />
I.2.1 The requirement for the Board to receive statements for share deposit or blocking for<br />
participation at the general meeting shall not exceed 5 working <strong>da</strong>ys.<br />
I.2.2 Should the general meeting be suspended. the company shall not compel share blocking during<br />
the interim period until the meeting is resumed and shall then prepare itself in advance as<br />
required for the first session.<br />
I.3 Voting and exercising voting rights<br />
I.3.1 Companies shall not impose any statutory restriction on postal voting and whenever adopted or<br />
admissible. on electronic voting.<br />
Adopted -<br />
Adopted I.3<br />
Adopted I.4<br />
Adopted I.5<br />
Adopted I.9<br />
I.3.2 The statutory deadline for receiving early voting ballots by mail may not exceed three working <strong>da</strong>ys. Adopted I.11<br />
I.3.3 Companies shall ensure the level of voting rights and the shareholder’s participation is<br />
proportional. ideally through the statutory provision that obliges the one share-one vote<br />
principal. The companies that: i) hold shares that do not confer voting right; ii) establish<br />
non-casting of voting rights above a certain number. when issued solely by a shareholder or by<br />
shareholders related to former. do not comply with the proportionality principle.<br />
I.4 Resolution-fixing quorum<br />
Adopted I.7<br />
I.4.1 Companies shall not set a resolution-fixing quorum that outnumbers that which is prescribed by law. Adopted I.8<br />
I.5 Minutes and information on resolutions passed<br />
I.5.1 Extracts from the minutes of the general meetings or documents with corresponding content<br />
must be made available to shareholders on the company’s website within a five <strong>da</strong>y period after<br />
the General Meeting has been held. irrespective of the fact that such information may not be<br />
classified as material information. The information disclosed shall cover the resolutions passed.<br />
the represented capital and the voting results. Said information shall be kept on file on the<br />
company’s website for no less than a 3 year period.<br />
I.6 Measures on corporate control<br />
I.6.1 Measures aimed at preventing successful takeover bids. shall respect both the company’s and<br />
the shareholders’ interests. The company’s articles of association that by complying with said<br />
principal. provide for the restriction of the number of votes that may be held or exercised by a<br />
sole shareholder. either individually or in concert with other shareholders. shall also foresee for a<br />
resolution by the General Assembly (5 year intervals). on whether that statutory provision is to<br />
be amended or prevails – without super quorum requirements as to the one legally in force – and<br />
that in said resolution. all votes issued be counted. without applying said restriction.<br />
I.6.2 In cases such as change of control or changes to the composition of the Board of Directors.<br />
defensive measures shall not be adopted that instigate immediate and serious asset erosion in<br />
the company. and further disturb the free transmission of shares and voluntary performance<br />
assessment by the shareholders of the members of the Board of Directors.<br />
II Board of Directors and Supervisory board<br />
II.1 Genereal Issues<br />
II.1.1 Structure and Duties<br />
II.1.1.1 The Board of Directors shall assess the adopted model in its Annual <strong>Report</strong> on Corporate<br />
Governance and pin-point possible hold-ups to its functioning and shall propose measures that it<br />
deems fit for surpassing such obstacles.<br />
II.1.1.2 Companies shall set up internal control and risk management systems in order to safeguard<br />
the company’s worth and which will identify and manage the risk. Said systems shall include at<br />
least the following components: i) setting of the company’s strategic objectives as regards risk<br />
assumption; ii) identifying the main risks associated to the company’s activity and any events<br />
that might generate risks; iii) analyse and determine the extent of the impact and the likelihood<br />
that each of said potential risks will occur; iv) risk management aimed at aligning those actual<br />
incurred risks with the company’s strategic options for risk assumption; v) control mechanisms<br />
for executing measures for adopted risk management and its effectiveness; vi) adoption of<br />
internal mechanisms for information and communication on several components of the system<br />
and of risk-warning ; vii) periodic assessment of the implemented system and the adoption of<br />
the amendments that are deemed necessary.<br />
II.1.1.3 The Board of Directors shall ensure the establishment and functioning of the internal control<br />
and risk management systems. The Supervisory Board shall be responsible for assessing the<br />
functioning of said systems and proposing the relevant adjustment to the company’s needs.<br />
II.1.1.4 The companies shall: i) identify the main economic. financial and legal risk that the company is<br />
exposed to during the exercise of its activity; ii) describe the performance and efficiency of the<br />
risk management system. in its Annual <strong>Report</strong> on Corporate Governance.<br />
II.1.1.5 The Board of Directors and the Supervisory Board shall establish internal regulations and shall<br />
have these disclosed on the company’s website.<br />
161<br />
Adopted I.13 and I.14<br />
Not applicable -<br />
Adopted I.20<br />
Adopted II.3<br />
Adopted II.5. II.6 and II.9<br />
Adopted II.6<br />
Adopted II.9<br />
Adopted II.7
II.1.2 Governance incompatibility and independence<br />
II.1.2.1 The Board of Directors shall include a number of non-executive members that ensure the efficient<br />
supervision. auditing and assessment of the executive members’ activity.<br />
II.1.2.2 Non-executive members must include an adequate number of independent members. The size<br />
of the company and its shareholder structure must be taken into account when devising this<br />
number and may never be less than a fourth of the total number of Board Directors.<br />
II.1.2.3 The independency assessment of its non-executive members carried but by the Board of<br />
Directors shall take into account the legal and regulatory rules in force concerning the<br />
independency requirements and the incompatibility framework applicable to members of other<br />
corporate boards. which ensure orderly and sequential coherence in applying independency<br />
criteria to all the company. An independent executive member shall not be considered as such. if<br />
in another corporate board and by force of applicable rules. may not be an independent executive<br />
member.<br />
II.1.3 Elegibility and Appointment criteria<br />
II.1.3.1 Depending on the applicable model. the Chairman of the Supervisory Board and of the Auditing<br />
and Financial Matters Committees shall be independent and adequately competent to carry<br />
out his/her duties.<br />
II.1.3.2 The selection process of candi<strong>da</strong>tes for non-executive members shall be conjured so as to prevent<br />
interference by executive members.<br />
II.1.4 Policy on the reporting of irregularities<br />
II.1.4.1 The company shall adopt a policy whereby irregularities occurring within the company are reported.<br />
Such reports shall contain the following information: i) the means be which such irregularities may<br />
be reported internally. including the persons that are entitled to receive the reports; ii) how the<br />
report is to be handled. including confidential treatment. should it be required by the reporter.<br />
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Adopted II.3 and II.14<br />
Adopted II.3 and II.14<br />
Adopted II.15<br />
Adopted II.21 and II.22<br />
Adopted II.16<br />
Adopted II.35<br />
II.1.4.2 The general guidelines on this policy shall be disclosed in the Annual <strong>Report</strong> of Corporate Governance. Adopted II.25<br />
II.1.5 Remuneration<br />
II.1.5.1 The remuneration of the Members of the Board of Directors shall be structured so that the formers’<br />
interests are capable of being aligned ith the long-term interests of the company. Furthermore.<br />
the remuneration shall be based on performance assessment and shall discourage taking on<br />
extreme risk. Thus. remunerations shall be structured as follows: i) The remuneration of the Board<br />
of Directors carrying out executive duties shall include a variable element which is determined<br />
by a performance assessment carried out by the company’s competent bodies according to preestablished<br />
quantifiable criteria. Said criteria shall take into consideration the company’s real<br />
growth and the actual growth generated for the shareholders. its long-term sustainability and the<br />
risks taken on. as well as compliance with the rules applicable to the company’s activity; ii) The<br />
variable component of the remuneration shall be reasonable overall as regard the fixed component<br />
of the remuneration and maximum limits shall be set for all components; iii) A significant part of<br />
the variable remuneration shall be deferred for a period not less than three years and its payment<br />
shall depend of the company’s steady positive performance during said period; (iv) Members of<br />
the Board of Directors shall not enter into contracts with the company or third parties that will<br />
have the effect of mitigating the risk inherent in the variability of the remuneration established<br />
by the company; (v) The Executive Directors shall hold. up to twice the value of the total annual<br />
remuneration. the company shares that were allotted by virtue of the variable remuneration<br />
schemes. with the exception of those shares that are required to be sold for the payment of taxes<br />
on the gains of said shares; (vi) When the variable remuneration includes stock options. the period<br />
for exercising same shall be deferred for a period of not less than three years; (vii) The appropriate<br />
legal instruments shall be established so that in the event of a Director's dismissal without<br />
due cause. the envisaged compensation shall not be paid out if the dismissal or termination by<br />
agreement is due to the Director’s inadequate performance; (viii) The remuneration of Non-<br />
Executive Board Members shall not include any component the value of which is subject to the<br />
performance or the value of the company.<br />
II.1.5.2 A statement on the remuneration policy of the Board of Directors and Supervisory Board referred<br />
to in Article 2 of law No. 28/2009 of 19 June. shall contain. in addition to the content therein<br />
state. adequate information on: i) which groups of companies the remuneration policy and<br />
practices of which were taken as a baseline for setting the remuneration ii) the payments for the<br />
dismissal or termination by agreement of the Directors' duties.<br />
Adopted in i). ii).<br />
iv). vii) and viii).<br />
and not applicable<br />
in iii). v) e vi)<br />
Not adopted<br />
in i) and not<br />
applicable in ii)<br />
II.31. II.32 and<br />
II.33<br />
II.32 and II.33<br />
II.1.5.3 The remuneration policy statement referred to in Article 2 of law No. 28/2009 shall also include<br />
the directors' remunerations which contain an important variable component. within the<br />
meaning of Article 248-B/3 of the Securities Code. The statement shall be detailed and the policy<br />
presented shall particularly take the longterm performance of the company. compliance with the<br />
rules applicable to its business and restraint in taking risks into account.<br />
II.1.5.4 A proposal shall be submitted at the General Meeting on the approval of plans for the allotment<br />
of shares and/or options for share purchase or further yet on the variations in share prices. to<br />
members of the Board of Directors and Supervisory Board and other managers within the context<br />
of Article 248/3/B of the Securities Code. The proposal shall mention all the necessary information<br />
for its correct assessment. The proposal shall contain the regulation plan or in its absence.<br />
the plan’s conditions. The main characteristics of the retirement benefit plans established for<br />
members of the Board of Directors and Supervisory Board and other managers within the context<br />
of Article 248/3/B of the Securities Code. shall also be approved at the General Meeting.<br />
II.1.5.5. At least one of the Remuneration Committee’s representatives shall be present at the Annual<br />
General Meeting for Shareholders.<br />
II.1.5.6 The amount of remuneration received. as a whole and individually. in other companies of the<br />
group and the pension rights acquired during the financial year in question shall be disclosed in<br />
the Annual <strong>Report</strong> on Corporate Governance.<br />
II.2 Board of Directors<br />
II.2.1 Within the limits established by law for each management and supervisory structure. and unless<br />
the company is of a reduced size. the Board of Directors shall delegate the <strong>da</strong>y-to-<strong>da</strong>y running<br />
and the delegated duties shall be identified in the Annual Corporate<br />
II.2.2 The Board of Directors must ensure that the company acts in accor<strong>da</strong>nce with its goals. and shall<br />
not delegate its duties. namely in what concerns: i) definition of the company’s strategy and<br />
general policies; ii) definition of the corporate structure of the group; iii) decisions taken that are<br />
considered to be strategic due to the amounts. risk and particular characteristics involved.<br />
II.2.3 Should the Chairman of the Board of Directors carry out executive duties. the Board of Directors<br />
shall set up efficient mechanisms for coordinating non-executive members that can ensure that<br />
these may decide upon. in an independent and informed manner. and furthermore shall explain<br />
these mechanisms to the shareholders in the corporate governance report.<br />
II.2.4 The annual management report shall include a description of the activity carried out by the non<br />
executive board members and shall mention any restraints encountered.<br />
II.2.5 The company shall expound its policy of portfolio rotation on the Board of Directors. including<br />
the person responsible for the financial portfolio. and report on same in the Annual Corporate<br />
Governance <strong>Report</strong>.<br />
II.3 CEO. Executive Committee and Executive Board of Directors<br />
II.3.1 When Managing Directors that carry out executive duties are requested by other Board Members<br />
to supply information. the former must do so in a timely manner and the information supplied<br />
must adequately suffice the request made.<br />
II.3.2 The Chairman of the Executive Committee shall send the convening notices and minutes of the<br />
meetings to the Chairman of the Board of the Directors and. as applicable. to the Chairman of<br />
the Supervisory Board or the Auditing Committee. respectively.<br />
II.3.3 The Chairman of the Executive Board of Directors shall send the convening notices and minutes<br />
of the meetings to the Chairman of the General and Supervisory Board and to the Chairman of<br />
the Financial Matters Committee.<br />
II.4 General and Supervisory Board. Financial Matters Committee. Audit Committee and<br />
Supervisory Board<br />
II.4.1 Besides carrying out its supervisory duties. the General and Supervisory Board shall advise.<br />
follow-up and carry out an on-going assessment on the management of the company by the<br />
Executive Board of Directors. Besides other subject matters. the General and Supervisory Board<br />
shall decide on: i) the definition of the strategy and general policies of the company; ii) the<br />
corporate structure of the group; and iii) decisions taken that are considered to be strategic due<br />
to the amounts. risk and particular characteristics involved.<br />
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Adopted II.32 and II.33<br />
Not applicable -<br />
Adopted II.31<br />
Adopted II.33<br />
Adopted II.3<br />
Adopted II.3<br />
Not applicable -<br />
Adopted II.3 and II.14<br />
Adopted II.11<br />
Adopted II.3<br />
Adopted II.3 and II.12<br />
Not applicable -<br />
Not applicable -
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II.4.2 The annual reports and financial information on the activity carried out by the General and<br />
Supervisory Committee. the Financial Matters Committee. the Auditing and Supervisory<br />
Committee must be disclosed on the company’s website.<br />
II.4.3 The annual reports on the activity carried out by the General and Supervisory Board. the<br />
Financial Matters Committee. the Audit Committee and the Supervisory Board must include a<br />
description on the supervisory activity and shall mention any restraints that they may have<br />
come up against.<br />
II.4.4 The General and Supervisory Board. the Auditing Committee and the Supervisory Board<br />
(depending on the applicable model) shall represent the company for all purposes at the external<br />
auditor. and shall propose the services supplier. the respective remuneration. ensure that<br />
adequate conditions for the supply of these services are in place within the company. as well as<br />
being the liaison officer between the company and the first recipient of the reports.<br />
II.4.5 According to the applicable model. the General and Supervisory Board. Auditing Committee and<br />
Supervision Board shall assess the external auditor on an annual basis and advise the General<br />
Meeting that he/she be discharged whenever justifiable grounds are present.<br />
II.4.6 The internal audit services and those that ensure compliance with the rules applicable to the<br />
company (compliance services) shall functionally report to the Audit Committee. the General and<br />
Supervisory Board or in the case of companies adopting the latin model. an independent director<br />
or Supervisory Board. regardless of the hierarchical relationship that these services have with the<br />
executive management of the company.<br />
II.5 Special Committees<br />
II.5.1 Unless the company is of a reduced size and depending on the adopted model. the Board of<br />
Directors and the General and Supervisory Committees. shall set up the necessary Committees<br />
in order to: i) ensure that a competent and independent assessment of the Executive Directors’<br />
performance is carried out. as well as its own overall performance and further yet. the<br />
performance of all existing committees; ii) study the adopted governance system and verify its<br />
efficiency and propose to the competent bodies. measures to be carried out with a view to its<br />
improvements; iii) in due time identify potential candi<strong>da</strong>tes with the high profile required for the<br />
performance of director's duties.<br />
II.5.2 Members of the Remuneration Committee or alike shall be independent from the Members of the<br />
Board of Directors and include at least one member with knowledge and experience in matters of<br />
remuneration policy.<br />
II.5.3 Any natural or legal person which provides or has provided. over the past three years. services<br />
to any structure subject to the Board of Directors. to the Board of Directors of the company or<br />
that has to do with the current consultant to the company shall not be recruited to assist the<br />
Remuneration Committee. This recommen<strong>da</strong>tion also applies to any natural or legal person who<br />
has an employment contract or provides services.<br />
Adopted II.4<br />
Adopted II.4<br />
Adopted II.4<br />
Adopted II.4<br />
Not adopted<br />
Adopted II.1. II.36<br />
Adopted II.38<br />
Not adopted II.39<br />
II.5.4 All the Committees shall draw up minutes of the meetings held. Adopted II.37<br />
III Information and Auditing<br />
III.1 General disclosure duties<br />
III.1.1 Companies shall maintain permanent contact with the market thus upholding the principle of<br />
equality for shareholders and ensure that investors are able to access information in a uniform<br />
fashion. To this end. the company shall create an Investor Relations Support.<br />
III.1.2 The following information that is made available on the company’s Internet website shall be<br />
disclosed in the English language: a) The company. public company status. headquarters and<br />
remaining <strong>da</strong>ta provided for in Article 171 of the Commercial Companies Code; b) Articles of<br />
Association; c) Credentials of the Members of the Board of Directors and the Market liaison<br />
Officer; d) Investor Assistance Unit – its functions and access means; e) Accounts <strong>Report</strong>ing<br />
documents; f) Half-yearly Calen<strong>da</strong>r on Company Events; g) Proposals sent through for discussion<br />
and voting during the General Meeting; h) Notices convening General Meetings.<br />
Adopted III.16<br />
Adopted III.16<br />
165<br />
III.1.3 Companies shall advocate the rotation of auditors after two or three<br />
terms in accor<strong>da</strong>nce with four or three years respectively. Their<br />
continuance beyond this period must be based on a specific opinion<br />
for the Supervisory Board to formally consider the conditions of<br />
auditor independence and the benefits and costs of replacement.<br />
III.1.4 The external auditor must. within its powers. verify the<br />
implementation of remuneration policies and systems. the efficiency<br />
and functioning of internal control mechanisms and report any<br />
shortcomings to the company's Supervisory Board.<br />
III.1.5 The company shall not recruit the external auditor for services other<br />
than audit services. nor any entity with which same takes part or<br />
incorporates the same network. Where recruiting such services is<br />
called for. said services should not be greater than 30% of the total<br />
value of services rendered to the company. The hiring of these services must be approved by the<br />
Supervisory Board and must be<br />
expounded in the Annual Corporate Governance <strong>Report</strong>.<br />
IV Confilcts of interest<br />
IV.1 Shareholder relationship<br />
Iv.1.1 Where deals are concluded between the company and shareholders<br />
with qualifying holdings. or entities with which same are linked in<br />
accor<strong>da</strong>nce with Article 20 of the Securities Code. such deals shall be<br />
carried out in normal market conditions.<br />
Iv.1.2 Where deals of significant importance are undertaken with holders<br />
of qualifying holdings. or entities with which same are linked in<br />
accor<strong>da</strong>nce with Article 20 of the Securities Code. such deals shall be<br />
subject to a preliminary opinion from the Supervisory Board. The<br />
procedures and criteria required to define the relevant level of<br />
significance of these deals and other conditions shall be established<br />
by the Supervisory Board.<br />
Adopted III.18<br />
Adopted -<br />
Adopted III.17<br />
Not applicable -<br />
Not applicable -<br />
0.3. OvERAll ASSESSMENT OF THE DEGREE OF ADOPTION OF RECOMMENDATION GROUPS RElATED TO EACH OTHER By TOPICS<br />
In general. the company has adopted the recommen<strong>da</strong>tions. not existing groups of recommen<strong>da</strong>tions worth<br />
mentioning in terms of adoption/ not adoption. In any case. the company does not completely agree with the<br />
independence requirements. and does not consider the internal auditing and compliance services as supervisory<br />
services. but as fun<strong>da</strong>mental support services to the executive management. Furthermore. regarding<br />
remunerations. the company believes that to have in the remuneration committee a member related with the<br />
board of directors. although with non executive functions. is key to allow a more reasoned evaluation.
0.4. DIFFERENCES BETWEEN CMvM RECOMMENDATIONS AND<br />
RECOMMENDATIONS THAT HAvE NOT BEEN COMPlIED WITH<br />
OR THAT THE COMPANy CONSIDERS NOT TO BE APPlICABlE<br />
Regarding recommen<strong>da</strong>tion II.1.2.2. the company<br />
believes that the number doesn’t reflect the<br />
intervention capacity of the independent members of<br />
the boards; on the contrary. the current composition<br />
of the board of directors adequately represents the<br />
different interests of the company’s structure.<br />
In what concerns recommen<strong>da</strong>tion II.1.5.2. the<br />
company does not deem appropriate to publicly refer<br />
to other companies.<br />
In what concerns recommen<strong>da</strong>tion II.4.4. from the<br />
current relationship between the financial committee<br />
and the external auditor. results that the financial<br />
committee does not have all the responsibilities<br />
mentioned in that recommen<strong>da</strong>tion. and although<br />
the financial committee has direct contact with the<br />
external auditor. the company does not consider to be<br />
applicable the requirement for the external auditor to<br />
be proposed by the financial committee as well as its<br />
remuneration. favoring an independent relationship<br />
between these two supervision structures.<br />
The company also disagrees with the<br />
recommen<strong>da</strong>tion II.4.6. as we do not see as correct<br />
that the internal audit depends on the external audit<br />
or any corporate bodies other than the executive<br />
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166<br />
committee: the internal and external audit functions<br />
are different and its field of actuation should not<br />
be confused. what could be highly <strong>da</strong>maging to<br />
the success of these missions; in fact. the internal<br />
auditing services. as well as the risk management.<br />
in a Group with an industrial nature. represent a key<br />
tool to the executive management. both at a central<br />
and at the business units levels. so. functionally.<br />
these should depend on the executive management;<br />
this should not prevent full availability to collaborate<br />
or provide information to the non executive members<br />
of the board and to members of the supervisory<br />
board. as has always happened.<br />
In recommen<strong>da</strong>tion II.5.2. we consider that the<br />
interpretation of this recommen<strong>da</strong>tion is that the<br />
independence relates to the executive committee<br />
members which is why we have considered this<br />
recommen<strong>da</strong>tion to be “adopted”. since the<br />
remuneration committee is constituted by three<br />
members. two of which are not related with the<br />
company’s corporate bodies with the remaining being<br />
a non executive member of the board of directors. in<br />
fact. the recent legislation for this issue applicable to<br />
financial institutions goes in the same direction.<br />
I – General Meeting of Shareholders<br />
I.1 AND I.2 IDENTIFICATION OF THE MEMBERS OF THE BOARD<br />
OF THE GENERAl MEETING OF SHAREHOlDERS. BEGINNING<br />
AND EXPIRATION DATES OF TERMS OF OFFICE<br />
The board to the general meeting of shareholders is<br />
constituted by the following members:<br />
• Fernando Enes Gaião (chairman). term of office<br />
beginning in April 2010 and ending in<br />
31 December 2012;<br />
• João Pessoa e <strong>Costa</strong> (secretary). term of office<br />
beginning in April 2010 and ending in<br />
31 December 2012.<br />
I.3 INDICATION OF THE REMUNERATION OF THE CHAIRMAN OF<br />
THE BOARD OF THE GENERAl MEETING OF SHAREHOlDERS<br />
The remuneration attributed to the chairman of the<br />
board of the general meeting of shareholders in 2011<br />
amounted to 13.500 euros. The remuneration attributed<br />
to the secretary of the board of the general meeting of<br />
shareholders in 2011 amounted to 4.050 euros.<br />
167<br />
I.4 INDICATION OF THE PRIOR NOTICE REQUIRED FOR THE<br />
BlOCkING OF SHARES FOR PARTICIPATION IN THE<br />
GENERAl MEETING<br />
There is no blocking period. The exercise of the voting<br />
rights and the shareholders representation are<br />
regulated by the company’s bylaws. in accor<strong>da</strong>nce<br />
with the legal framework. as described below.<br />
As set out in article 8 - 1 of the company’s bylaws: “In<br />
order to be entitled to vote. shareholders must have<br />
evidence of registration of their shares in a book-entry<br />
securities account no later than 5 business <strong>da</strong>ys prior to<br />
the relevant meeting. and must provide evidence to the<br />
company until 5 p.m. of the third business <strong>da</strong>y prior to<br />
the general meeting of shareholders”. For the purposes<br />
of the preceding provision shares will be blocked from<br />
the registration until the General Meeting is closed.<br />
I.5 INDICATION OF THE RUlES FOR BlOCkING SHARES IN THE<br />
EvENT OF THE GENERAl MEETING BEING SUSPENDED<br />
In accor<strong>da</strong>nce with the current legal framework. there<br />
is no blocking period. shareholders only need to (re)<br />
prove their shares’ ownership.<br />
I.6 NUMBER OF SHARES CORRESPONDING TO ONE vOTE<br />
Each share corresponds to one vote.
I.7 INDICATION OF THE ARTIClES OF ASSOCIATION RUlES WHICH<br />
ENvISAGE THE EXISTENCE OF ACTIONS THAT DO NOT CONFER<br />
vOTING RIGHTS OR WHICH ENABlE vOTING RIGHTS OvER A<br />
CERTAIN NUMBER NOT TO BE COUNTED. WHEN ISSUED By A<br />
SINGlE SHAREHOlDER OR SHAREHOlDERS RElATED THERETO<br />
The company’s share capital is represented by<br />
160.000.000 nominal shares. 1 Euro each. of which<br />
5.518 are preferred shares and 159.994.482 are<br />
ordinary shares. In accor<strong>da</strong>nce with article 342-3<br />
of the Companies Code. currently. preferred shares<br />
do not carry voting rights. <strong>Soares</strong> <strong>da</strong> <strong>Costa</strong> shares<br />
are listed in NYSE Euronext – Lisbon. There isn’t any<br />
restriction/ limit to voting rights. when issued by a<br />
single shareholder or shareholders related thereto.<br />
I.8 THE EXISTENCE OF ARTIClES OF ASSOCIATION RUlES ON THE<br />
EXERCISE OF vOTING RIGHTS. INClUDING CONSTITUTIvE AND<br />
DECISION-MAkING QUORUMS OR SySTEMS FOR EQUITy RIGHTS<br />
The article 10-1 of the company’s bylaws establishes<br />
that:” The general meeting of shareholders is constituted<br />
and can validly deliberate in a first session. when the<br />
number of shareholders present or represented fulfils<br />
the legal quorum requested. and. in a second session.<br />
with any number of shareholders present or represented.<br />
regardless of the share capital represented.<br />
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I.9 THE EXISTENCE OF BylAWS RUlES ON THE EXERCISE OF<br />
vOTING RIGHTS vIA POSTAl vOTING<br />
Existing bylaw rules on the exercise of voting<br />
rights:”Voting by correspondence may encompass<br />
all matters contained in the notice. For this purpose.<br />
shareholders with voting rights who wish to exercise<br />
their vote via postal voting. in addition to fulfilling<br />
all the conditions and deadlines stated above. must<br />
address a communication to the chairman of the board<br />
of the general meeting of shareholders up to 5 p.m.<br />
on the business <strong>da</strong>y immediately prior to the meeting.<br />
accompanied by a sealed envelope containing their<br />
clearly stated. unambiguous vote on each of the items<br />
on the agen<strong>da</strong> with a legally acknowledged signature.<br />
The envelopes containing the votes shall be opened<br />
at the meeting at the voting time of each item of the<br />
agen<strong>da</strong>. and shall be considered as votes against in<br />
the case of proposals presented after that voting was<br />
expressed”. These rules are always part of the general<br />
meeting of shareholders’ notice.<br />
I.10 PROvIDING A MODEl FOR THE RIGHT TO vOTE By MAIl<br />
The documents to vote by correspondence shall be<br />
requested to the company’s Investor Relations Office<br />
(by telephone: +351 228 342 200. or by email:<br />
apoio.investidor@soares<strong>da</strong>costa.pt).<br />
I.11 EA DEADlINE REQUIREMENT FOR THE RECEIPT OF THE<br />
POSTAl BAllOTS AND THE DATE ON WHICH THE GENERAl<br />
MEETING IS HElD<br />
The period of time implemented for receipt of<br />
declarations of vote by mail is one business <strong>da</strong>y prior<br />
to the <strong>da</strong>te of the general meeting of shareholders.<br />
I.12 EXERCISE OF vOTING RIGHTS By ElECTRONIC MEANS<br />
Currently. the possibility of voting by electronic<br />
means is not available. as we believe that taking<br />
into consideration the shareholders that are usually<br />
present in the company’ general meeting. that<br />
option does not bring any significant advantage.<br />
Furthermore. we believe the physical atten<strong>da</strong>nce<br />
should be encouraged. In the general meeting held<br />
on May 12. 2011. the shareholders presented<br />
represented 84.57% of the company’s share capital<br />
compared to 81.82% in 2010’s general meeting.<br />
I.13 POSSIBIlITy OF SHAREHOlDERS GAINING ACCESS TO<br />
EXCERPTS FROM THE MINUTES OF THE GENERAl MEETINGS<br />
IN THE COMPANy'S WEBSITE WITHIN FIvE DAyS AFTER THE<br />
GENERAl MEETING WAS HElD<br />
The minutes of the general meetings of shareholders<br />
are available in the company’s website<br />
(www.soares<strong>da</strong>costa.pt). In the same <strong>da</strong>y of the<br />
meeting. the main deliberations are disclosed and the<br />
minutes are made available at the company’s website<br />
as soon as they are finished and signed.<br />
169<br />
I.14 EXISTENCE OF A HISTORICAl RECORD ON THE COMPANy'S<br />
WEBSITE WITH THE RESOlUTIONS PASSED AT THE COMPANy'S<br />
GENERAl MEETINGS. SHARE CAPITAl AND vOTING RESUlTS<br />
REFERRING TO THE PREvIOUS THREE yEARS<br />
The general meetings’ minutes and lists of presences<br />
remain available at the company’s website for at least<br />
three years.<br />
I.15 INDICATION OF THE REPRESENTATIvE(S) FROM THE<br />
REMUNERATION COMMITTEE PRESENT AT GENERAl MEETINGS<br />
At the last general meeting held on May 12. 2011. two<br />
of the three members of the remuneration committee<br />
were present.<br />
I.16 INFORMATION OF THE INTERvENTION By THE GENERAl<br />
MEETING ON MATTERS CONCERNING THE COMPANy'S<br />
REMUNERATION POlICy AND THE ASSESSMENT OF THE<br />
PERFORMANCE OF MEMBERS OF THE BOARD OF DIRECTORS<br />
AND OTHER DIRECTORS<br />
At the last general meeting. the remuneration<br />
committee for the company’s corporate bodies<br />
submitted a document explaining the remuneration<br />
policy guidelines. as well as the criteria used in the<br />
fixation of the remuneration amounts attributed to<br />
corporate bodies’ members.
I.17 INFORMATION OF THE INTERvENTION By THE GENERAl<br />
MEETING ON MATTERS CONCERNING THE PROPOSAl ON THE<br />
SHARE AllOCATION PlAN. AND/OR STOCk OPTION PlANS.<br />
OR BASED ON SHARE PRICE FlUCTUATIONS. TO MEMBERS<br />
OF THE BOARD OF DIRECTORS. SUPERvISORy BOARD AND<br />
OTHER DIRECTORS<br />
During the last financial year didn’t exist nor were<br />
planned any share option plans and therefore this<br />
matter was not discussed in the company’s general<br />
meeting.<br />
I.18 INFORMATION OF THE INTERvENTION By THE GENERAl<br />
MEETING ON MATTERS CONCERNING THE APPROvAl OF THE<br />
MAIN FEATURES OF THE RETIREMENT BENEFIT SySTEM AS<br />
ENJOyED By THE MEMBERS OF THE BOARD OF DIRECTORS.<br />
SUPERvISORy BOARD AND OTHER DIRECTORS<br />
The company does not have any pension benefit<br />
systems or any early pension program to be enjoyed<br />
by its directors and therefore this issue was not<br />
addressed at the general meeting.<br />
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I.19 EXISTENCE OF STATUTORy PROvISION THAT ENvISAGES<br />
FOR A DUTy TO BE SUBJECT. AT lEAST EvERy FIvE yEARS.<br />
TO A RESOlUTION By THE GENERAl MEETING. FOR THE<br />
MAINTENANCE OR WITHDRAWAl OF THE STATUTORy<br />
PROvISION PROvIDING FOR THE lIMITATION OF THE NUMBER<br />
OF vOTES CAPABlE OF BEING HElD OR EXERCISED By A<br />
SINGlE SHAREHOlDER INDIvIDUAlly OR TOGETHER WITH<br />
OTHER SHAREHOlDERS<br />
There is no statutory provision for the submission to<br />
the general meeting of shareholders of a rule limiting<br />
the votes held or exercised by a single shareholder or by<br />
a group of shareholders in a combined way.<br />
I.20 INDICATION OF THE DEFENSIvE MEASURES THAT HAvE<br />
THE EFFECT OF AUTOMATICAlly CAUSING A SERIOUS ASSET<br />
EROSION OF COMPANy ASSETS IN CASE OF TRANSFER OF<br />
CONTROl OR CHANGES TO THE COMPOSITION OF THE BOARD<br />
OF DIRECTORS<br />
There are no agreements or measures related with<br />
the change of control of the company’s capital<br />
or with the composition of the corporate bodies<br />
and therefore it does not exist any limit to shares’<br />
transfer or to the shareholders’ discretion of the<br />
board of directors’ performance.<br />
I.21 IMPORTANT AGREEMENTS TO WHICH THE COMPANy IS<br />
A PARTy AND THAT COME INTO FORCE. ARE CHANGED OR<br />
TERMINATED IN CASES SUCH AS A CHANGE IN COMPANy<br />
CONTROl. AND AlSO RElATED OUTCOME. UNlESS THE<br />
DISClOSURE OF SAME. DUE TO ITS NATURE. IS HIGHly<br />
DAMAGING TO THE COMPANy AND EXCEPT WHEN THE<br />
COMPANy IS SPECIFICAlly OBlIGED TO DISClOSE SAID<br />
INFORMATION By vIRTUE OF OTHER lEGAl REQUIREMENTS<br />
There are no significant agreements entering into force<br />
in the event of change in company control.<br />
I.22 AGREEMENTS BETWEEN THE COMPANy AND THE BOARD<br />
OF DIRECTORS THAT PROvIDE FOR COMPENSATION IN CASES<br />
OF DISMISSAl. UNFAIR DISMISSAl OR TERMINATION OF<br />
EMPlOyMENT FOllOWING A CHANGE IN COMPANy CONTROl<br />
There are no agreements between the company<br />
and the members of the management body that<br />
provide for compensation in cases of dismissal. unfair<br />
dismissal or termination of employment following a<br />
change in company control.<br />
171<br />
II - Board of Directors and Supervisory Board<br />
Section I – General Issues<br />
II.1 IDENTIFICATION AND COMPOSITION OF CORPORATE<br />
BOARDS AS OF DECEMBER 31. 2011<br />
General Meeting Board (2010-12)<br />
Fernando Enes Gaião (Chairman)<br />
João Pessoa e <strong>Costa</strong> (Secretary)<br />
Board of Directors (2010-12)<br />
Manuel Roseta Fino (Chairman)<br />
António Manuel Pereira Cal<strong>da</strong>s Castro Henriques<br />
(Executive Committee. Chief Executive Officer)<br />
Pedro Gonçalo de Sotto-Mayor de Andrade Santos<br />
(Executive Committee)<br />
Jorge Domingues Grade Mendes (Executive Committee)<br />
António Manuel Formigal de Arriaga (Non executive.<br />
Independent)<br />
António Pereira <strong>da</strong> Silva Neves (Non executive)<br />
Carlos Moreira Garcia (Non executive. Independent)<br />
José Manuel Baptista Fino (Non Executive)
Martim Salema de Sande e Castro Fino (Non executive)<br />
PARINAMA - Participação e Investimentos. SGPS. S.A..<br />
pessoa coletiva nº 509 016 987. que nomeou Ana<br />
Maria Martins Caetano para exercer o cargo em nome<br />
próprio (Non executive)<br />
Supervisory Board (2010-12)<br />
Júlio de Lemos de Castro Cal<strong>da</strong>s (Chairman)<br />
Carlos Pedro Machado de Sousa Góis<br />
Joaquim Augusto <strong>Soares</strong> <strong>da</strong> Silva<br />
Júlio de Jesus Pinto (Substitute)<br />
Chartered Account (2010-12)<br />
Grand Thornton Associados. SROC. L<strong>da</strong>. representa<strong>da</strong><br />
por Jorge Bento Martins Ledo<br />
Remuneration Committee (2010-12)<br />
José Manuel Baptista Fino (Chairman)<br />
António Jorge Gonçalves Afonso<br />
João Pessoa e <strong>Costa</strong><br />
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172<br />
This composition reflect the changes that occurred<br />
in the board of directors’ composition during 2011:<br />
following the resignation letter as of June 28. 2011<br />
of Mr. Pedro Manuel Almei<strong>da</strong> Gonçalves as a member<br />
of the board of directors. with effect from August 30.<br />
onwards. the board of directors decided at a meeting<br />
held on that <strong>da</strong>te to name Mr. António Manuel Pereira<br />
Cal<strong>da</strong>s de Castro Henriques as the chairman of the<br />
executive committee. The board also decided to co-opt<br />
as a member of the board. Mr. Jorge Domingues Grade<br />
Mendes. who integrated the executive committee.<br />
Therefore. since August 30. the composition of the<br />
executive committee is the following: Mr. António<br />
Castro Henriques (chairman). Mr. Gonçalo Andrade<br />
Santos and Mr. Jorge Grade Mendes (members).<br />
II.2 IDENTIFICATION AND COMPOSITION OF SPECIAl<br />
COMMITTEES ESTABlISHED WITH RESPONSIBIlITIES FOR THE<br />
MANAGEMENT OR THE SUPERvISION OF THE COMPANy<br />
There are no other special committees established<br />
with responsibilities in matters of corporate<br />
management or supervision. besides the committees<br />
mentioned in II.1.<br />
II.3 ORGANISATIONAl STRUCTURE AND FUNCTIONAl CHART RElATING TO THE DIvISION OF POWERS AMONG THE vARIOUS<br />
BOARDS. COMMITTEES AND/OR DEPARTMENTS WITHIN THE COMPANy. INClUDING INFORMATION ON THE SCOPE OF THE<br />
DElEGATION OF POWERS<br />
The following organigram shows the company’s organisation model. identifying the heads of the divisions:<br />
Management<br />
Control and<br />
Strategic<br />
Planning Unit<br />
Conceição Vaz<br />
Sousa<br />
Corporate<br />
Governance<br />
Committee<br />
Internal<br />
Audit & Risk<br />
Management<br />
Sandra Paredes<br />
173<br />
Corporate Governance<br />
Chairman<br />
Manuel Roseta Fino<br />
6 Non Executive members<br />
and 3 Executive members<br />
Executive Committee<br />
<strong>Report</strong> and<br />
Tax Unit<br />
Fernando<br />
Semana<br />
Secretary<br />
General<br />
António Fra<strong>da</strong><br />
Legal Oce<br />
Jorge Alves<br />
Company<br />
Secretary<br />
Jorge Alves<br />
Pedro Queirós<br />
(substitute)<br />
Investor<br />
Relations<br />
Oce<br />
Rita Carles<br />
Communication,<br />
Sustainability<br />
and<br />
Organizational<br />
Change<br />
Rita Nunes Pinto
The company’s operational structure is stated in the<br />
management report. with the Group’s subsidiaries’<br />
being represented by its logo. Furthermore. there is<br />
also an operational structure before the notes to the<br />
consoli<strong>da</strong>ted financial accounts that illustrates the<br />
subsidiaries’ structure. also indicating the group’s<br />
stake (%) in each company and the consoli<strong>da</strong>tion<br />
method used.<br />
The company’s management is exercised by an executive<br />
committee constituted by three members of the board<br />
of directors. in which the board of directors has delegated<br />
all the management responsibilities. except for the<br />
responsibilities mentioned in the article 406 a) to d). f).<br />
l) and m) of the Companies Code; also under the board<br />
of directors’ authority is the approval of the Group’s<br />
strategy and all the decisions that. by its amount of risk.<br />
assume a strategic nature. as well as structural changes.<br />
The executive committee. although deciding in a<br />
collegial way. guided by the CEO. monitors the<br />
company’s operational activity. and preferential<br />
business areas are divided among its three members:<br />
• António Manuel Pereira Cal<strong>da</strong>s Castro Henriques<br />
– institutional representation and investors relations.<br />
management control and strategic planning. human<br />
resources. legal. corporate communication and<br />
marketing. suppliers. real estate business area. and all<br />
matters related to the concessionaire Elos - Ligações<br />
de Alta Veloci<strong>da</strong>de. S.A;<br />
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• Pedro Gonçalo de Sotto-Mayor de Andrade<br />
Santos – shared services. . reporting and tax<br />
issues. concessions business area. environment &<br />
energy business area. and all matters related to the<br />
concessionaire Auto-Estra<strong>da</strong>s XXI. S.A.;<br />
• Jorge Domingues Grade Mendes – construction<br />
business area.<br />
The remaining non executive members of the board<br />
of directors are informed of the decisions and issues<br />
discussed by the executive committee. being also<br />
reported the company’s operational performance. with<br />
the possibility of submitting to the board of directors<br />
any matter/issue that has been discussed by the<br />
executive committee.<br />
The board of directors currently has ten members. seven<br />
of which are non executive. including the chairman.<br />
Regardless of the delegated responsibilities. the<br />
non executive members monitored the executive<br />
committee performance. having access to all the<br />
matters/ issues and being totally at ease to ask for<br />
additional information on the decisions taken. On the<br />
other hand. the non executive members had a word<br />
on the approval of the company’s most significant<br />
documents. having total access to the information/<br />
<strong>da</strong>ta they believe is important to their monitoring<br />
function. accompanying and verification of the<br />
compliance with the company’s strategy set out.<br />
There were no constraints on the performance of<br />
nonexecutive directors.<br />
Two of the non executive members of the board of<br />
directors are independent. as defined by the CMVM<br />
recommen<strong>da</strong>tions. We believe that the independence<br />
criteria should be based on a relative positioning<br />
regarding the shareholders. and should also take into<br />
consideration the executive committee’s composition.<br />
The company’s management. of which the executive<br />
committee is in charge – should follow the company’s<br />
superior interests. and should be run by professional<br />
managers. with no relation to the shareholders.<br />
The shareholders’ representation within the board<br />
of directors is mainly carried out by non executive<br />
members. In this context. two of the members of<br />
the executive committee do not have a relation with<br />
the shareholders with qualifying positions and four<br />
of the current seven non executive members have a<br />
relation with shareholders with qualifying positions.<br />
The responsibility of monitoring the company’s<br />
management is handed to the non executive<br />
members and to the supervisory board. constituted<br />
by independent members. as established in the<br />
Portuguese Law.<br />
175<br />
II.4 REFERENCE TO THE ANNUAl REPORTS ON THE ACTIvITIES<br />
UNDERTAkEN By THE GENERAl AND SUPERvISORy BOARD. THE<br />
FINANCIAl BOARD. THE AUDIT BOARD AND THE SUPERvISORy<br />
BOARD INClUDING THE DESCRIPTION OF THE SUPERvISORy<br />
ACTIvITy AND INDICATING ANy RESTRAINTS FOUND. AND<br />
BEING SUBJECT TO DISClOSURE ON THE WEBSITE OF THE<br />
COMPANy. TOGETHER WITH THE FINANCIAl STATEMENTS<br />
The supervisory board. the chartered accountant and<br />
the external auditor reports are released annually with<br />
the company’s management report and accounts. The<br />
supervisory board report describes the supervision<br />
activity of the committee and eventual restraints<br />
found. The supervisory board has a direct contact with<br />
the company’s services and with the external auditor.<br />
The choice of the external auditor can be proposed<br />
by the supervisory board even though nothing is<br />
stipulated in that sense; in fact. we believe that when<br />
changing the external auditor. the supervisory board<br />
intervention is not justifiable. as we believe that since<br />
there are several supervision units (supervisory board.<br />
chartered accountant and external auditor) these<br />
should be independent between them. Nevertheless.<br />
the supervisory board can evaluate the external<br />
auditor work. and even purpose its dismissal. This<br />
supervision activity is approved at the general meeting<br />
of shareholders.
II.5 DESCRIPTION OF THE COMPANy'S INTERNAl CONTROl<br />
AND RISk MANAGEMENT SySTEMS. PARTICUlARly WITH<br />
REGARD TO FINANCIAl REPORTING AND THE FUNCTIONING<br />
AND EFFECTIvENESS THEREOF<br />
In the dependence of the executive committee. but<br />
coordinated by the secretary-general. there are some<br />
support and consultancy units that are transversal<br />
to the entire Group: legal. management control and<br />
strategic planning. investor relations. report and tax<br />
and communication. sustainability and organization<br />
change. Besides the control and auditing services<br />
that exist in each business area. the company has<br />
a corporate governance committee. constituted by<br />
the secretarygeneral (chairman). the legal officer. the<br />
investor relations officer. a member of the remuneration<br />
committee. an operational officer and a senior technical<br />
worker. that reflects on the company’s corporate<br />
governance policy and presents proposals in these<br />
matters. On the other hand. as the company is a<br />
holding. the risk committees are structured at the<br />
subsidiaries level. At the holding level. there is an unit<br />
that promotes risk control strategies. defines the general<br />
policies and the responsibility terms and monitors its<br />
implementation. The financial information is released<br />
internally to all of the officers. taking into consideration<br />
their operational area. audited by the external auditor.<br />
by the chartered accountant and by the supervisory<br />
board when applicable.<br />
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II.6 RESPONSIBIlITy OF THE BOARD OF DIRECTORS AND THE<br />
SUPERvISORy BOARD IN ESTABlISHING AND OPERATING THE<br />
COMPANy'S INTERNAl CONTROl AND RISk MANAGEMENT<br />
SySTEMS. AND AlSO IN ASSESSING SAID SySTEM'S<br />
FUNCTIONING AND ADAPTATION TO THE COMPANy'S<br />
REQUIREMENTS<br />
The board of directors was responsible by the internal<br />
control and management system. The supervisory<br />
board has direct access to the management control and<br />
risks’ monitoring services. also having the responsibility<br />
to evaluate theses systems. and may propose their<br />
adjustment to the needs of the company.<br />
II.7 INDICATION OF THE EXISTENCE OF REGUlATIONS ON<br />
THE FUNCTIONING OF THE CORPORATE BOARDS OR OTHER<br />
INTERNAlly DEFINED RUlES ON INCOMPATIBIlITy AND<br />
THE MAXIMUM NUMBER OF POSITIONS THAT A MEMBER IS<br />
ENTITlED TO HOlD AND THE PlACE WHERE SAID RUlES MAy<br />
BE CONSUlTED<br />
The board of directors and the supervisory board have<br />
internal operation regulations. that are available at the<br />
company’s internet site.<br />
Section II – Board of Directors<br />
II.8 THE PROFESSIONAl QUAlIFICATIONS OF THE MEMBERS OF<br />
THE BOARD OF DIRECTORS, THE PROFESSIONAl ACTIvITIES<br />
CARRIED OUT By SAME DURING THE lAST FIvE yEARS AT<br />
lEAST, THE NUMBER OF COMPANy SHARES THEy HOlD, THE<br />
DATE OF THE FIRST APPOINTMENT AND THE DATE OF THE END<br />
OF MANDATE<br />
The chairman of the board of directors does not<br />
perform any executive duties.<br />
II.9 IDENTIFICATION OF THE MAJOR ECONOMIC. FINANCIAl<br />
AND lEGAl RISkS TO WHICH THE COMPANy IS EXPOSED IN<br />
PURSUING ITS BUSINESS ACTIvITy<br />
<strong>Soares</strong> <strong>da</strong> <strong>Costa</strong> Group has a diversified activity.<br />
operating in several business areas and geographical<br />
markets. Therefore. the company is exposed to<br />
different risks which can be classified as follows:<br />
Business risks<br />
• Operational risks: risks that can affect the efficiency<br />
of the operational performance. the customers<br />
satisfaction and the Group companies’ reputation;<br />
• Integrity risks: risks related with internal and external<br />
fraud to which the Group companies’ might be exposed;<br />
• Human resources and management risks: risks<br />
related with management. officers. authority limits.<br />
delocalization. and a<strong>da</strong>ptation to local markets. etc.<br />
• Financial risks: risks related with the foreign exchange<br />
rate variations. interest rate. liquidity risks and credit risks.<br />
177<br />
Information risks<br />
• Operational. financial and strategic evaluation<br />
information.<br />
Context risks<br />
• Competition;<br />
• Tax. legal framework. economic and political context;<br />
• Regulation and changes in the sector profile.<br />
From an organizational point of view. in 2011<br />
important steps were given towards the change in<br />
the risk management and analysis system. In fact.<br />
within the corporate centre context. and therefore with<br />
transversal competence to all the Group. was created a<br />
Risk Analysis and Management Unit. having as goal to<br />
assure the efficiency and effectiveness of the Group’s<br />
operations. the safeguarding of assets. the reliability<br />
of financial reporting and the compliance with laws<br />
and regulations.<br />
The risk analysis is assured by the Group’s several<br />
corporative units. The risks are identified and a<br />
prioritization is made of the risks classified as most<br />
critical (determined through the combination of the<br />
probabilities of occurrence and potential impact) and<br />
are defined Risk Management strategies to implement<br />
control procedures reduce risks to an acceptable<br />
level. In this sense. the Group has been implementing<br />
control activities that allow risks’ mitigation. The goal<br />
is to maximize the trade-off between the risks and
the businesses’ margins; so that the Group’s strategic<br />
goals are achieved. in a sustainable way.<br />
This matrix is born from the strategic plan being<br />
implemented. from the targets defined. from the<br />
type of activity and from the preferred countries was<br />
a stable intervention is developed. Afterwards. and<br />
taking into consideration these general guidelines.<br />
a set of parameters if defined to orient the strategic<br />
goals of risk assumption and all the monitoring to<br />
check compliance between the risks effectively incurred<br />
and those goals.<br />
In order to evaluate and monitor. through the internal<br />
organisation. the company’s different management<br />
areas (Business Development. Finance. Management<br />
Control. Human Resources. Legal. etc.) identify and<br />
evaluate he risks associated with their decisions. in<br />
their intervention and competence areas. involve and<br />
list the measures that prevent or minimize these<br />
risks. Taking into consideration this analysis. critically<br />
monitored by the Central Unit. decisions regarding<br />
the operational activity. project or country are taken.<br />
namely the decision to contract or not. and the<br />
eventual contract conditions.<br />
Risk management and analysis system is an<br />
interactive process. that that runs through all<br />
phases of a project. since its potential launch. in<br />
pure prospection phase. to its epilogue. when all the<br />
responsibilities related with that project are extinct.<br />
In its evolution. some essential milestones rose in an<br />
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178<br />
enlarged decision making process. both to evaluate its<br />
the potential risks and the way to address them fit the<br />
strategic profile defined. and to investigate whether<br />
the mechanisms and control procedures are being<br />
observed and if they are appropriate.<br />
For its adequate management. were created<br />
procedures with detailed information. with contents<br />
appropriated to each phase. that will allow the timely<br />
monitoring of the several features and acting upon<br />
the occurrences. All the process is open to revision<br />
and improvement contributions. that any structure<br />
proposes and it is object of reflection and periodic<br />
evaluation involving either support services or<br />
operational areas.<br />
The main goal of the capital risk management in<br />
<strong>Soares</strong> <strong>da</strong> <strong>Costa</strong> Group is to safeguard the Group’s<br />
operations continuity and therefore. assure<br />
shareholders’ return and benefits for the remaining<br />
stakeholders. to maintain a solid capital structure to<br />
support the business’ development. The Group has<br />
reinforced its risk analysis policy in order to be more<br />
able to answer to the uncertainties and features that<br />
arose from its activity’s a<strong>da</strong>ption to the domestic<br />
market contraction. with the consequent search for<br />
alternatives that may enhance our skills.<br />
II.10 POWERS OF THE BOARD OF DIRECTORS. PARTICUlARly<br />
WITH REGARD TO RESOlUTIONS CONCERNING CAPITAl<br />
INCREASE<br />
In this regard. the board of director is empowered by<br />
general law. Additionally. the Group’s bylaws establish<br />
that the board of directors is allowed to deliberate<br />
capital increase operations. through contributions in<br />
cash. up to 320.000.000.00 euros.<br />
II.11 THE INFORMATION ON THE ROTATION POlICy OF<br />
THE BOARD OF DIRECTORS’ FUNCTIONS. NAMEly AS TO<br />
THE FINANCIAl RESPONSIBIlITy DIvISION AND THE RUlES<br />
APPlICABlE TO THE APPOINTMENT AND REPlACEMENT<br />
OF MEMBERS OF THE BOARD OF DIRECTORS AND OF THE<br />
SUPERvISORy BOARD<br />
After a temporary a<strong>da</strong>ption period. and to the 2010-<br />
12 period. the company has once again a member as<br />
the chief financial officer (CFO). while in the previous<br />
period. two members of the board shared this<br />
function. one of which is now a non executive member<br />
of the board. Therefore. the rotation of the CFO<br />
occurred in the beginning of this term.<br />
However. there is not a rule specifically referring<br />
a rotation policy. and therefore. this rotation will<br />
depend upon several conditions. namely the particular<br />
characteristics of the function such as external<br />
exposure. human and intellectual experience which<br />
shall not be neglected. always bearing in mind the<br />
Group’s financial performance and the shareholders<br />
179<br />
interests. Being planned an evaluation at the end of<br />
the term. the future rotation will depend upon several<br />
conditions. namely the particular characteristics of<br />
the function such as external exposure. human and<br />
intellectual experience which shall not be neglected.<br />
always bearing in mind the Group’s financial<br />
performance and the shareholders’ best interests.<br />
II.12 THE NUMBER OF MEETINGS HElD By THE BOARD OF<br />
DIRECTORS AND THE SUPERvISORy BOARD AS WEll AS<br />
REFERENCE TO THE MINUTES<br />
OF SAID MEETINGS<br />
The board of director meets regularly on a quarterly<br />
basis. but extraordinary meetings can happen by<br />
suggestion of any of its members. During 2011. the<br />
board of directors met nine times. with an average<br />
participation above 97%. The chairman of the<br />
supervisory board also often attends the board of<br />
directors’ meetings. In 2011. the supervisory board<br />
met eight times with a participation of 100% of its<br />
members. Minutes from both the board of directors<br />
and the supervisory board meetings are taken. and the<br />
minutes from the board of directors meetings are also<br />
sent to the supervisory body chairman.
II.13 THE NUMBER OF MEETINGS HElD By THE EXECUTIvE<br />
COMMITTEE OR By THE EXECUTIvE BOARD OF DIRECTORS. AS<br />
WEll AS REFERENCE TO THE DRAWING UP OF THE MINUTES<br />
OF THOSE MEETINGS AND WHENEvER APPlICABlE. THE<br />
SUBMISSION OF SAME WITH THE CONvENING NOTICES TO THE<br />
CHAIRMAN OF THE BOARD OF DIRECTORS. THE CHAIRMAN OF<br />
THE SUPERvISORy BOARD OR OF THE AUDIT COMMITTEE. THE<br />
CHAIRMAN OF THE GENERAl AND SUPERvISORy BOARD AND<br />
TO THE CHAIRMAN OF THE FINANCIAl MATTERS COMMITTEE<br />
The executive committee convened twenty and none<br />
times during 2011. with a 100% atten<strong>da</strong>nce of its<br />
members. A minute of each meeting is taken. being<br />
also sent to the non executive members of the board<br />
of directors. including to the chairman of the board<br />
of directors and to the chairman of the supervisory<br />
board. In general. no notices of meeting are issued<br />
to the executive committee meetings since they are<br />
scheduled in advance for the entire year. being this<br />
calen<strong>da</strong>r released to its members and to those entities.<br />
II.14 DISTINCTION BETWEEN EXECUTIvE AND NON-EXECUTIvE<br />
MEMBERS AND AMONG THESE. DIFFERENTIATING THOSE<br />
MEMBERS THAT WOUlD COMPly IF THE INCOMPATIBIlITy<br />
RUlES WERE TO BE APPlIED (ARTIClE 414-A/1 OF THE<br />
COMMERCIAl COMPANIES CODE. EXCEPT FOR ITEM /B AND<br />
THE INDEPENDENCy CRITERIA PROvIDED FOR IN ARTIClE<br />
414/5. BOTH OF THE COMMERCIAl COMPANIES CODE)<br />
Seven of the current ten members of the board of<br />
directors have non executive functions: Manuel<br />
Roseta Fino. António Manuel Formigal de Arriaga.<br />
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180<br />
António Pereira <strong>da</strong> Silva Neves. Carlos Moreira<br />
Garcia. José Manuel Baptista Fino. Martim Salema de<br />
Sande e Castro Fino. and PARINAMA - Participação e<br />
Investimentos. SGPS. S.A. that designated Ana Maria<br />
Martins Caetano. Manuel Roseta Fino. José Manuel<br />
Baptista Fino. Martim Salema de Sande e Castro Fino.<br />
PARINAMA - Participação e Investimentos. SGPS. S.A.<br />
that designated Ana Maria Martins Caetano. and<br />
António Pereira <strong>da</strong> Silva Neves are not considered<br />
independent members. according to the article<br />
414-5 of the Corporate Code’s definition. as they are<br />
members of the board designated by shareholders<br />
with a qualified shareholding or because they have<br />
been elected by more than 2 times. The three first<br />
members of the board mentioned also do not comply<br />
with the incompatibility rules of article 414 -1 d) and<br />
h) of theCorporate Code. António Manuel Formigal de<br />
Arriaga and Carlos Moreira Garcia are independent<br />
members of the board of directors and comply with<br />
the incompatibility rules as defined in the above<br />
mentioned article.<br />
II.15 A DESCRIPTION OF THE lEGAl AND REGUlATORy RUlES<br />
AND OTHER CRITERIA THAT HAvE BEEN USED AS A BASIS FOR<br />
ASSESSING THE INDEPENDENCy OF ITS MEMBERS CARRIED<br />
OUT By THE BOARD OF DIRECTORS<br />
The independence evaluation was done based on the<br />
article 414-5 of the Corporate Code.<br />
II.16 A DESCRIPTION OF THE SElECTION RUlES FOR<br />
CANDIDATES FOR NON-EXECUTIvE MEMBER POSITIONS AND<br />
THE WAy IN WHICH EXECUTIvE MEMBERS REFRAIN FROM<br />
INTERFERING IN THE SElECTION PROCESS<br />
The selection of non executive board members is done<br />
by the shareholders. without any intervention from<br />
the executive members of the board of directors.<br />
II.17 REFERENCE TO THE FACT THAT THE COMPANy’S ANNUAl<br />
MANAGEMENT REPORT INClUDES A DESCRIPTION ON THE<br />
ACTIvITy CARRIED OUT By NON-EXECUTIvE MEMBERS AND<br />
POSSIBlE OBSTAClES THAT MAy BE DETECTED<br />
The management annual report. which includes this<br />
corporate governance report. has a brief description<br />
of the non executive members’ activity. including<br />
eventual constraints to their activity found during the<br />
year. As already mentioned. there were no constraints<br />
on the performance of non-executive members.<br />
181<br />
II.18 QUAlIFICAçõES PROFISSIONAIS DOS MEMBROS<br />
DO CONSElHO DE ADMINISTRAçãO. A INDICAçãO DAS<br />
ATIvIDADES PROFISSIONAIS POR SI EXERCIDAS. PElO<br />
MENOS. NOS úlTIMOS CINCO ANOS. O NúMERO DE AçõES<br />
DA SOCIEDADE DE QUE SãO TITUlARES. DATA DA PRIMEIRA<br />
DESIGNAçãO E DATA DO TERMO DE MANDATO<br />
Manuel Roseta Fino<br />
(Chairman of the board of directors)<br />
Atten<strong>da</strong>nce of the Sciences College in the<br />
Universi<strong>da</strong>de Clássica de Lisboa. Designated to<br />
the office for the first time on 12-Oct-2006. Term<br />
of office expires on 31-Dec-2012. By 31-Dec-<br />
2011 held. through Investifino –Investimentos e<br />
Participações. SGPS. S.A. (of which is Chairman).<br />
113.302.682 of shares of the company.<br />
António Manuel Pereira Cal<strong>da</strong>s Castro Henriques<br />
(Chairman of the executive committe)<br />
Graduation in Management in IX Dauphine Paris<br />
University; MBA in Universi<strong>da</strong>de Nova de Lisboa.<br />
Member of the board of directors of Banco Comercial<br />
Português between June 1995 and January 2008.<br />
Designated non executive member of <strong>Soares</strong> <strong>da</strong> <strong>Costa</strong><br />
Group for the first time in Apr-2008. being a member<br />
of the executive committee since 26-Apr-2010. and<br />
chairman of the executive committe since 31-Aug-<br />
2011. Term of office expires on 31-Dec-2012. By<br />
31-Dec-2011. did not hold any share of the company.
Pedro Gonçalo de Sotto-Mayor de Andrade Santos<br />
(Executive member of the board of directors)<br />
Graduation in Management in Universi<strong>da</strong>de Católica<br />
de Lisboa. Post-graduation in Real Estate in ESAI.<br />
Several functions in Fino Group: chairman of the<br />
board of Gameinvest. S.A.. member of the board of<br />
directors of Deéssepor. S.A.. Snucker-Confecções. S.A..<br />
Fino Participações SGPS. S.A.. Carfino SGPS. S.A. and<br />
Investifino – Investimentos e Participações. SGPS. S.A..<br />
Member of the board of directors of the company since<br />
Oct-2006. by ratified cooptation in 22-May-2007 and<br />
member of the executive committee since 31-Jan-<br />
2008. Term of office expires on 31-Dec-2012. By<br />
31-Dec-2011. held. through Investifino – Investimentos<br />
e Participações. SGPS. S.A. (of which is a member of the<br />
board). 113.302.682 of shares of the company.<br />
Jorge Domingues Grade Mendes<br />
(Executive member of the board of directors)<br />
Graduation in Civil Engeneering by Instituto Superior<br />
Técnico de Lisboa. Head of Production and Technical-<br />
Commercial of ENGIL – Socie<strong>da</strong>de de Construção Civil.<br />
S.A.. Member of the board of directors of A. Silva &<br />
Silva - Socie<strong>da</strong>de Gestora de Participações Sociais. S.A..<br />
Chief Executive Officer of <strong>da</strong> Sopol - Socie<strong>da</strong>de Geral<br />
de Construções e Obras Públicas. S.A. (Group A. Silva &<br />
Silva). Member of the board of directors of Opca - Obras<br />
Públicas e Cimento Armado. S.A. and Chief Executive<br />
Officer of Opway Engenharia. S.A. between 2008 and<br />
2011. Executive member of the board since 31-Aug-<br />
2011. Term of office expires on 31-Dec-2012. By<br />
31-Dec-2011. did not hold any share of the company.<br />
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182<br />
Ana Maria Martins Caetano<br />
(Non executive member of the board of directors)<br />
Graduation in Law in Universi<strong>da</strong>de Católica<br />
Portuguesa. From 1984 to 2010. was a member of<br />
the board of directors of several companies of Salvador<br />
Caetano Group. namely at Grupo Salvador Caetano<br />
SGPS. S.A. and Toyota Caetano Portugal. S.A.. Founder<br />
and chairman of the board of directors of PARINAMA<br />
– Participações e Investimentos. SGPS. S.A. though<br />
which held. by 31-Dec-2011. 17.600.000 shares<br />
of the company. Designated to the office for the<br />
first time on 26-Apr-2010. Term of office expires on<br />
31-Dec-2012.<br />
António Manuel Formigal de Arriaga<br />
(Non executive member of the board of directors)<br />
Graduation in Economics in Universi<strong>da</strong>de Católica<br />
Portuguesa. From 1996 to October 2010 was<br />
a member of the board of directors of Papelaria<br />
Fernandes Lojas. S.A.. Fernandes Converting –<br />
Transformação de Papel. S.A.. Fernandes Técnica<br />
– Desenho e Reprodução. S.A.. Printima. Impressão<br />
e Tratamento de Imagens. S.A. and of Transfer –<br />
Socie<strong>da</strong>de de Transportes. S.A.. offices that have<br />
terminated with these companies’ bankruptcy process.<br />
Designated to the office for the first time on 26-Apr-<br />
2010. Term of office expires on 31-Dec-2012. By<br />
31-Dec-2011. did not hold any share of the company.<br />
António Pereira <strong>da</strong> Silva Neves<br />
(Non executive member of the board of directors)<br />
LGraduation in Economics and Finance in Universi<strong>da</strong>de<br />
do Porto. Designated for the first time in May 2008.<br />
Works in <strong>Soares</strong> <strong>da</strong> <strong>Costa</strong> Group since 1980 as a<br />
Financial Manager. Executive member of the board of<br />
directors since 1998. become non executive in 26-Apr-<br />
2010. Term of office expires on 31-Dec-2012. By<br />
31-Dec-2011. held 13.220 shares of the company.<br />
Carlos Moreira Garcia<br />
(Non executive member of the board of directors)<br />
Diplomat carrier preparation course and “Altos<br />
Estudos” course in Instituto Rio Branco. Certified by<br />
Georgetown University as Fellow in Foreign Service.<br />
Diplomat since 1970. Assumed several offices in the<br />
Brazilian Foreign Relations State department. namely<br />
Brazilian ambassador in Madrid (Spain). Amongst<br />
other functions. currently is member of the executive<br />
committee of the Euro-América Foun<strong>da</strong>tion. Chairman<br />
of the corporate board of the Rio de Janeiro’s Iberian-<br />
American Trade Commerce. Designated to the office<br />
for the first time on 26-Apr-2010. Term of office<br />
expires on 31-Dec-2012. By 31-Dec-2011. did not<br />
hold any share of the company.<br />
José Manuel Baptista Fino<br />
(Non executive member of the board of directors)<br />
Atten<strong>da</strong>nce of Business Studies in Northeast London.<br />
Amongst other function at Fino Group. is member<br />
of the board of directors of Cimpor – Cimentos de<br />
Portugal. S.A.. Is a non executive member of the board<br />
183<br />
since April 2008. Term of office expires on 31-Dec-<br />
2012. Holds. through Investifino – Investimentos e<br />
Participações. SGPS. S.A. (of which is a member of the<br />
board). 113.302.682 of shares of the company.<br />
Martim Salema de Sande e Castro Fino<br />
(Non executive member of the board of directors)<br />
Graduation in Political Science in Northeastern<br />
University in Boston. US. Since April 2007. General<br />
manager of Workcare – Medecina. Higiene e Segurança<br />
no Trabalho. Designated to the office for the first time<br />
on 26-Apr-2010. Term of office expires in 31-Dec-<br />
2012. By 31-Dec-2010. did not hold any shares of<br />
the company.<br />
II.19 DUTIES THAT THE MEMBERS OF THE BOARD OF<br />
DIRECTORS CARRy OUT IN OTHER COMPANIES AND A<br />
DESCRIPTION OF DUTIES CARRIED OUT IN OTHER COMPANIES<br />
OF THE SAME HOlDING<br />
Below we transcribe the information made available by<br />
the members of the board of directors of the company.<br />
Therefore. as of 31-Dec-2011:<br />
Manuel Roseta Fino<br />
Chairman of the board of directors of Investifino-<br />
Investimentos e Participações SGPS S.A..Chairman of<br />
the board of directors of Manuel Fino SGPS S.A.. sole<br />
member of the board of director of Predifino-<br />
Socie<strong>da</strong>de Imobiliária S.A.. Chairman of the board of<br />
directors of Carfino SGPS S.A.. Sole member of the board<br />
of director of Quinta <strong>da</strong> Rama<strong>da</strong> Imobiliário S.A.. Sole
member of the board of director of Snucker (Portugal)<br />
Confecções S.A.. Sole member of the board of director of<br />
Fino Participações SGPS S.A.. Sole member of the board<br />
of director of Quinta <strong>da</strong> Rama<strong>da</strong> Socie<strong>da</strong>de Agrícola.<br />
S.A.. Sole member of the board of director of Imoban-<br />
Imobiliária do Ancão S.A.. Member of the board of<br />
directors of Specialty Minerals (Portugal) Especiali<strong>da</strong>des<br />
Minerais S.A.. Manager of GMCGranitos e Material de<br />
Construção. L<strong>da</strong>. Member of the general counsel of<br />
Fun<strong>da</strong>ção Millenniumbcp.<br />
António Manuel Pereira Cal<strong>da</strong>s Castro Henriques<br />
Chairman of the board of directors of SCSP – <strong>Soares</strong><br />
<strong>da</strong> <strong>Costa</strong>. Serviços Partilhados. S.A.. Chairman of the<br />
board of directors of <strong>Soares</strong> <strong>da</strong> <strong>Costa</strong> – Construção<br />
SGPS S.A.. Chairman of the board of directors of<br />
Socie<strong>da</strong>de de Construções <strong>Soares</strong> <strong>da</strong> <strong>Costa</strong>. S.A..<br />
Chairman of the board of directors of <strong>Soares</strong> <strong>da</strong><br />
<strong>Costa</strong> América. INC.. Chairman of the board of<br />
directors of <strong>Soares</strong> Da <strong>Costa</strong> – Imobiliária – SGPS.<br />
S.A.. Chairman of the board of directors of <strong>Soares</strong> <strong>da</strong><br />
<strong>Costa</strong> - Concessões. SGPS S.A.. Chairman of the board<br />
of directors of ELOS – Ligações de Alta Veloci<strong>da</strong>de.<br />
S.A.. Chairman of the board of directors of ELOS – OM.<br />
S.A.. Chairman of the board of directors of Movex –<br />
Produção. Ven<strong>da</strong> e Aluguer de Módulos Pré-Fabricados<br />
S.A... Board member of AEM - Associação de Empresas<br />
Emitentes de Valores Cotados em Mercado. Member of<br />
the audit committee of the Federação Portuguesa de<br />
Bancos Alimentares contra a Fome.<br />
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184<br />
Pedro Gonçalo de Sotto-Mayor de Andrade Santos<br />
Chairman of the Board of directors of INR –<br />
Investimentos Nacionais Rodoviários. SGPS. S.A..<br />
Chairman of the Board of directors of <strong>Soares</strong> <strong>da</strong> <strong>Costa</strong><br />
– Serviços Técnicos e de Gestão. S.A.. Chairman of<br />
the board of directors of Intevias – Serviços e Gestão.<br />
S.A.. Chairman of the board of directors of <strong>Soares</strong> <strong>da</strong><br />
<strong>Costa</strong> Hidroenergia. S.A.. Chairman of the board of<br />
directors of MRN – Manutenção de Rodovias Nacionais.<br />
S.A.. Chairman of the board of directors of Scutvias<br />
– Autoestra<strong>da</strong>s <strong>da</strong> Beira Interior. S.A.. Chairman of<br />
the board of directors of Portvias – Portagem de Vias.<br />
S.A.. Vice-Chairman of the board of directors of <strong>Soares</strong><br />
<strong>da</strong> <strong>Costa</strong> – Concessões.SGPS. S.A.. Chairmam of the<br />
board of directors of <strong>Soares</strong> <strong>da</strong> <strong>Costa</strong> Concessions USA.<br />
INC.. Vogal of the board of directors of SCSP – <strong>Soares</strong><br />
<strong>da</strong> <strong>Costa</strong>. Serviços Partilhados. S.A.. Member of the<br />
board of directors of Energia Própria. S.A.. Member<br />
of the board of directors of Self Energy Engineering &<br />
Innovation. S.A.. Member of the board of directors of<br />
<strong>Soares</strong> <strong>da</strong> <strong>Costa</strong> – Construção. SGPS. S.A.. Member<br />
of the board of directors of Socie<strong>da</strong>de de Construções<br />
<strong>Soares</strong> <strong>da</strong> <strong>Costa</strong>. S.A..Member of the board of directors<br />
of Investifimo – Investimetos e Participações. S.A..<br />
Member of the board of directors of Manuel Fino. SGPS.<br />
S.A.. Member of the board of directors of Carfino.<br />
SGPS. S.A.. Manager of <strong>Soares</strong> <strong>da</strong> <strong>Costa</strong> Hidroenergia<br />
1T. L<strong>da</strong>.. Manager of <strong>Soares</strong> <strong>da</strong> <strong>Costa</strong> Hidroenergia<br />
4T. L<strong>da</strong>.. Manager of <strong>Soares</strong> <strong>da</strong> <strong>Costa</strong> Hidroenergia 8T.<br />
L<strong>da</strong>.. Manager of <strong>Soares</strong> <strong>da</strong> <strong>Costa</strong> Hidroenergia 8C.<br />
L<strong>da</strong>.. Manager of Hidroeléctrica STP. L<strong>da</strong>. – Socie<strong>da</strong>de<br />
Comercial de Responsabili<strong>da</strong>de. L<strong>da</strong>.<br />
Jorge Domingues Grade Mendes<br />
Chairman of the board of directors of <strong>Soares</strong> <strong>da</strong> <strong>Costa</strong><br />
Moçambique. S.A.R.L.. Chairman of the board of<br />
directors of Clear – Instalações Electromecânicas S.A..<br />
Chairman of the board of directors of Construções<br />
Metálicas - Socometal S.A.. Chairman of the board<br />
of directors of Contacto – Socie<strong>da</strong>de de Construções.<br />
S.A.. Chairman of the board of directors of Ciagest<br />
- Imobiliária e Gestão. S.A.. Chairman of the board<br />
of directors of Soarta - Socie<strong>da</strong>de Imobiliária <strong>Soares</strong><br />
<strong>da</strong> <strong>Costa</strong> S.A.. Chairman of the board of directors of<br />
Habitop – Socie<strong>da</strong>de Imobiliária S.A.. Chairman of the<br />
board of directors of Cais <strong>da</strong> Fontinha – Investimentos<br />
Imobiliários. S.A.. Chairman of the board of directors<br />
of Navegaia - Instalações Industriais. S.A.. Deputy<br />
Chairman of the board of directors of <strong>Soares</strong> <strong>da</strong> <strong>Costa</strong><br />
– Construção SGPS S.A.. Deputy Chairman of the board<br />
of directors of <strong>Soares</strong> <strong>da</strong> <strong>Costa</strong> América. Inc.. Deputy<br />
Chairman of the board of directors of Socie<strong>da</strong>de de<br />
Construções <strong>Soares</strong> <strong>da</strong> <strong>Costa</strong>. S.A.. Deputy Chairman<br />
of the board of directors of <strong>Soares</strong> Da <strong>Costa</strong> –<br />
Imobiliária – SGPS. S.A.. Manager of Mercados Novos -<br />
Imóveis Comerciais L<strong>da</strong>.. Manager of M.Z.I. - Socie<strong>da</strong>de<br />
de Construções. L<strong>da</strong>.<br />
Ana Maria Martins Caetano<br />
Chairman of the board of directors of Parinama –<br />
Participações e Investimentos. S.A.. Chairman of the<br />
board of directors of Caetano Coatings. S.A.. Manager<br />
of Parinama Serviços Unipessoal. L<strong>da</strong>.. Manager of<br />
Gepatimob – Investimentos Imobiliários. L<strong>da</strong>.. Manager<br />
of Saltriana Socie<strong>da</strong>de Agrícola de Triana. L<strong>da</strong>..<br />
185<br />
Manager of A Rama <strong>da</strong> Oliveira. L<strong>da</strong>.. Manager of JVE –<br />
Serviços de Radiologia. L<strong>da</strong>.<br />
António Manuel Formigal de Arriaga<br />
Manager of Sítio do Livro. L<strong>da</strong>.<br />
António Pereira <strong>da</strong> Silva Neves<br />
Not a member of any board of directors of other<br />
companies.<br />
Carlos Moreira Garcia<br />
Member of the Board of Trustees of Fun<strong>da</strong>ção Luso<br />
Brasileira.<br />
José Manuel Baptista Fino<br />
Chairman of the board of directors of Rama<strong>da</strong> Holdings<br />
SGPS S.A.. Chairman of the board of directors of Ethnica<br />
SGPS S.A.. Chairman of the board of directors of Área<br />
Infinitas - Design de Interiores S.A.. Chairman of the<br />
board of directors of Rama<strong>da</strong> Energias Renováveis<br />
S.A.. Chairman of the board of directors of Dignatis -<br />
Investimentos Imobiliários S.A.. Member of the board of<br />
directors of Investifino- Investimentos e Participações<br />
SGPS S.A.. Member of the board of directors of Manuel<br />
Fino SGPS S.A.. Member of the board of directors of<br />
Cimpor - Cimentos de Portugal SGPS S.A.. Deputy<br />
director of Specialty Minerals (Portugal) Especiali<strong>da</strong>des<br />
Minerais S.A.. Manager of Dorfino - Imobiliário L<strong>da</strong>.<br />
Martim Salema de Sande e Castro Fino<br />
Manager of Workcare - – Medicina. Higiene e Segurança<br />
no Trabalho.
Section III – General and Supervisory Board.<br />
Financial Matters Committee and Supervisory Board<br />
II.21 IDENTIFICATION OF THE MEMBERS OF THE SUPERvISORy<br />
BOARD AND STATEMENT INDICATING THAT SAME COMPly<br />
WITH THE INCOMPATIBIlITy RUlES PROvIDED FOR IN<br />
ARTIClE 414-A/1. AND WHETHER THEy COMPly WITH THE<br />
INDEPENDENCy CRITERIA IN ARTIClE 414/5. BOTH OF THE<br />
COMMERCIAl COMPANIES CODE<br />
The Supervisory board is constituted by Júlio de<br />
Lemos Castro Cal<strong>da</strong>s. Carlos Pedro Machado de<br />
Sousa Góis and Joaquim Augusto <strong>Soares</strong> <strong>da</strong> Silva.<br />
These members have stated that they comply with<br />
the incompatibility rules and with the independence<br />
criteria. detailed in article 414-1 and article 414-5<br />
of Corporate Code. respectively.<br />
II.22 PROFESSIONAl QUAlIFICATIONS OF THE AUDIT<br />
COMMITTEE MEMBERS. INDICATION OF PROFESSIONAl<br />
ACTIvITIES CARRIED OUT By THE SAME IN THE lAST FIvE<br />
yEARS AT lEAST. NUMBER OF SHARES IN THE COMPANy HElD<br />
By THE SAME. DATE OF FIRST APPOINTMENT AND DATE OF<br />
EXPIRATION OF TERM OF OFFICE<br />
Júlio de lemos de Castro Cal<strong>da</strong>s (Chairman)<br />
Graduation in Law in Universi<strong>da</strong>de de Lisboa. Dean of the<br />
Lawyers Professional Association from 1993 to 1999.<br />
Chairman of the board of directors of Banco Bilbao<br />
Viscaya Argentaria (Portugal). S.A. for two man<strong>da</strong>tes.<br />
Defence Minister from 1999 to 2001. Chairman of the<br />
audit committee of Companhia de Seguros Global and<br />
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186<br />
Global Via for three man<strong>da</strong>tes. Designated to the office<br />
for the first time on 29-Apr-2008. Term of office expires<br />
on 31-Dec-2012.<br />
Carlos Pedro Machado de Sousa Góis<br />
Chartered Accountant number 597. partner of J. Bastos.<br />
C. Sousa Góis & Associados. SROC. L<strong>da</strong>. registered in<br />
the Chartered Accountants Professional Association<br />
with the number 104. Functions in the company are<br />
related with the chartered accountant responsibilities.<br />
as defined by law. also assuming the function of single<br />
auditor. In the last 5 years has been a member of the<br />
Economists Professional Association. Accountants<br />
Professional Association. Technical Accountants<br />
Association (APOTECA). Tax Consultants Association.<br />
Information Systems Audit and Control Association<br />
(ISACA). Currently is the chartered accountant of<br />
several companies. Since 1987 is partner of J.Bastos.<br />
C. Sousa Góis & Associados. SROC. L<strong>da</strong>. as a chartered<br />
accountant (number 597). Since 1987 is judicial<br />
administrator. In 1986/1997 was a teacher of Analytic<br />
Accounting. Introduction to Management. International<br />
businesses and Financial Accounting in Universi<strong>da</strong>de<br />
Nova de Lisboa (Economics College). Designated to the<br />
office for the first time on 29-Apr-2008. Term of office<br />
expires on 31-Dec-2012.<br />
Joaquim Augusto <strong>Soares</strong> <strong>da</strong> Silva<br />
Graduation in Accounting and Management<br />
Control. Chairman of the general meeting of APPAC<br />
– Portuguese Association of Accounting Experts;<br />
elaboration and presentation of APPC’s certification<br />
application of several public entities; coordinator of<br />
APPC training; member of the external evaluation<br />
committee of the Higher Education (subcommittee<br />
B2.2 – Corporate Management). including the analysis<br />
of the universities self evaluations. in loco evaluations<br />
and reporting. The current term of office as member of<br />
the supervisory board of Grupo <strong>Soares</strong> <strong>da</strong> <strong>Costa</strong>. SGPS.<br />
S.A. will cease on 31-12-2012. First appointment took<br />
place on 04-07-2006.<br />
None of the members of the supervisory board earn<br />
any amount in other companies from <strong>Soares</strong> <strong>da</strong> <strong>Costa</strong><br />
Group. By 31-Dec-2011. none of the members of<br />
the supervisory board held any shares or bond of the<br />
company.<br />
II.23 DUTIES THAT THE MEMBERS OF THE SUPERvISORy<br />
BOARD CARRy OUT IN OTHER COMPANIES AND DESCRIBING<br />
THOSE WHICH ARE CARRIED OUT IN OTHER COMPANIES OF<br />
THE SAME HOlDING<br />
The members of the supervisory board carry out the<br />
following duties in other companies (none of which in<br />
<strong>Soares</strong> <strong>da</strong> <strong>Costa</strong> Group):<br />
187<br />
Júlio de lemos de Castro Cal<strong>da</strong>s<br />
Chairman do board of directors <strong>da</strong> SISAV – Sistema<br />
Integrado de Tratamento e Eliminação de Resíduos.<br />
S.A.. Non executive member of the board of directors<br />
of EGEO – Tecnologia e Ambiente. S.A.. Non executive<br />
member of the board of directors of OGMA – Indústria<br />
Aeronáutica de Portugal. S.A.. Chairman of the<br />
general meeting board of ZON Multimédia SGPS. S.A..<br />
Chairman of the general meeting board of Navalrocha<br />
– Socie<strong>da</strong>de de Construções Navais. S.A.. Chairman<br />
of the general meeting board of Multinova – União<br />
Livreira e Cultural. S.A. Chairman of the general<br />
meeting board of Adega Cooperativa de Ponte <strong>da</strong><br />
Barca. Chairman of the general meeting board of<br />
F. Albuquerque e Filhos. S.A.. Manager of Estações<br />
– Comércio de Produtos Agrícola. S.A.. Manager<br />
of Socie<strong>da</strong>de Agrícola de Faquelo. L<strong>da</strong>. Manager of<br />
Socie<strong>da</strong>de Revisal. L<strong>da</strong>.. Chairman of the General<br />
Council of Supervision of Viniverde – Comércio e<br />
Produção de Vinho Verde. S.A.. Member of the board of<br />
directors of Fun<strong>da</strong>ção <strong>da</strong> Casa de Mateus.<br />
Carlos Pedro Machado de Sousa Góis<br />
Single member of the audit committee. representing<br />
the chartered accounting company Socie<strong>da</strong>de J.<br />
Bastos. C Sousa Góis & Associado. SROC. L<strong>da</strong> in<br />
the following companies: Escrita Digital. S.A.. IG –<br />
Informática e Gestão. S.A.. IG – Informática e Gestão.<br />
S.A.. NCO SGPS. S.A.. Socie<strong>da</strong>de Independente de
Participações SGPS. S.A.. Tavamar – Socie<strong>da</strong>de<br />
de Produtos Congelados. S.A.. Viveiros do Falcão.<br />
S.A.. Infosistema – Sistemas de Informáticos.<br />
S.A.. Franquiger. S.A.. INCG. SGPS. S.A.. Nova<br />
Franquiger. S.A.. OKE – Tiner. L<strong>da</strong>.. S3 Portugal –<br />
Des. de Circuitos Microelect. e Software. S.A.. GTIE –<br />
Consultores. S.A.. Socie<strong>da</strong>de Civil Agrícola Isalema.<br />
S.A.. Âmbito – Socie<strong>da</strong>de Corretora de Seguros.<br />
L<strong>da</strong>. Vans Madeira – Consultadoria e Projectos.<br />
S.A.. Seveneves Investimentos Imobiliários. S.A..<br />
Robles Machado. SGPS. L<strong>da</strong>. Tomásio Duarte. S.A..<br />
Legendra – Investimentos Imobiliários. S.A.. Projecto<br />
Nata Design. S.A.. Commonground. S.A.. Tormo &<br />
Associados Portugal. S.A.. Município de Angra do<br />
Heroísmo. Serviços Municipalizados de Angra do<br />
Heroísmo. Redislogar (Portugal) – Artigos Eléctricos.<br />
S.A.. Rádio Renascença. L<strong>da</strong>.. Intervoz Publici<strong>da</strong>de.<br />
S.A.. PR3D. Consultoria e Comunicação. S.A..<br />
Lizmontagens. Emp. Montagens Termo Industriais.<br />
S.A.. DBL Aluminium Serviçes. S.A.. COGECO –<br />
Consultadoria. Gestão e Contabili<strong>da</strong>de. S.A.. COGECO<br />
II – Contabili<strong>da</strong>de. S.A.. CORDIS – Gestão de Imóveis<br />
e Participações Sociais. S.A.. M2SN – Soluções e<br />
Negócios. S.A.. Promade – Construções. S.A.. Celso &<br />
Santos. S.A.. ESLAM – Estut. Lamin. Engenharia. S.A..<br />
Somercrest Industrial Holdings. SGPS. S.A.. Nedphyl<br />
– Com. Prod. Alim.. Farm. E Afins. S.A.. Reilimpa.<br />
Limpezas e Serviços. S.A.. FoxTransfers – Instrituição<br />
de Pagamento. L<strong>da</strong>. Estoril-Live. S.A.. Inbright. SGPS<br />
S.A.. HPLife – Empreendimentos Imobiliários. S.A..<br />
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Pug World. S.A... LDC Group. SGPS. S.A.. Kay Line –<br />
Socie<strong>da</strong>de Imobiliária. S.A.. Sustentatudo. S.A.. Grupo<br />
Euromarketing – SGPS. S.A.. Geniupgrade. SGPS.<br />
S.A.. Get – Estudos Técnicos e Construções. S.A..<br />
Culturangra. EEM. Legen<strong>da</strong> Viva. S.A.. Centromar –<br />
Socie<strong>da</strong>de de Construções. S.A..<br />
Joaquim Augusto <strong>Soares</strong> <strong>da</strong> Silva<br />
Alternate member of the supervisory board of Cofina.<br />
SGPS. S.A.. Alternate member of the supervisory<br />
board of Altri. SGPS. S.A.. Alternate member of the<br />
supervisory board of Celulose do Caima. SGPS. S.A..<br />
Alternate member of the supervisory board of F.<br />
Rama<strong>da</strong> Investimentos. SGPS. S.A..<br />
II.24 REFERENCE TO THE FACT THAT THE SUPERvISORy<br />
BOARD ASSESSES THE EXTERNAl AUDITOR ON AN ANNUAl<br />
BASIS AND THE POSSIBIlITy OF PROPOSING TO THE GENERAl<br />
MEETING THAT THE AUDITOR BE DISCHARGED WHENEvER<br />
JUSTIFIABlE GROUNDS ARE PRESENT<br />
The supervisory board annually evaluates the external<br />
auditor. and can propose to the general meeting<br />
that the auditor be discharged whenever justifiable<br />
grounds are present.<br />
Section IV – Remuneration<br />
II.30 DESCRIPTION OF THE REMUNERATION POlICy OF THE<br />
BOARD OF DIRECTORS AND THE SUPERvISORy BOARD<br />
In 2011. the remuneration committee submitted to<br />
the general meeting a proposal with the guidelines<br />
to be followed by the committee. also including the<br />
general guiding principles related with the executive<br />
members of the board’ remuneration definition.<br />
namely in its variable component. Therefore. taking<br />
into consideration the market parameters. namely the<br />
guidelines followed in companies of similar dimension<br />
and activity. it was proposed and has been determined<br />
to link the remuneration of chairman of the board of<br />
directors to the remuneration of the chairman of the<br />
executive committee.<br />
Additionally. below we reproduce the remuneration<br />
policy guidelines followed by the remuneration<br />
committee. which were approved at the general<br />
meeting held on 22-May-2007:<br />
1. The remunerations of the members of the audit<br />
committee are a fixed amount. that takes into<br />
consideration both the company track record and the<br />
market practise;<br />
2. The Chartered Accountant remuneration is defined<br />
taking into consideration the legal framework;<br />
189<br />
3. The members of the board of directors and the<br />
remuneration committee remuneration definition<br />
should take into consideration:<br />
• The market practise. taking into consideration the<br />
company’s size and the Group’s complexity;<br />
• The existence of non executive/ executive directors;<br />
• The representativeness of the Chairman of the board<br />
of directors;<br />
• The non executive directors’ participation in eventual<br />
activities. committees. etc.<br />
• The representativeness of the Chairman of the<br />
executive committee;<br />
• The company’s remuneration policy track record;<br />
• Regarding the executive directors. to have a variable<br />
component in the remuneration. based on several<br />
criteria as turnover. share price/ market capitalisation<br />
performance. earnings. noncurrent businesses. or<br />
other. as long as variable component does not surpass<br />
6% of the Group’s consoli<strong>da</strong>ted net income.
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II.31 INDICATION ON THE AMOUNT CONCERNING THE ANNUAl REMUNERATION PAID INDIvIDUAlly TO MEMBERS OF THE BOARD OF<br />
DIRECTORS AND OF THE SUPERvISORy BOARD OF THE COMPANy. INClUDING FIXED AND vARIABlE REMUNERATION AND AS TO THE<br />
lATTER. MENTIONING THE DIFFERENT COMPONENTS THAT GAvE RISE TO SAME. THE PARTS THAT HAS BEEN DEFERRED AND PAID<br />
The directors’ remuneration is defined by the remuneration committee. elected by the general meeting of<br />
shareholders. following the guidelines also approved by the general meeting. In 2011. the board of directors’<br />
remuneration breakdown was the following:<br />
Board Member Variable<br />
Remuneration<br />
Subsidy Fixed<br />
Remuneration<br />
(Euro)<br />
Total 2011<br />
António Formigal de Arriaga Member. Non Executive. Independente 0 0 67,000 67,000<br />
António Manuel Castro Henriques Member. Executive 0 1,386 395,700 397,086<br />
António Pereira Silva Neves Member. Non Executive 0 0 209,000 209,000<br />
Carlos Moreira Garcia Member. Non Executive. Independente 0 0 67,000 67,000<br />
Jorge Domingues Grade Mendes Member. Executive (since 31st of August) 0 462 119,626 120,088<br />
José Manuel Baptista Fino Member. Non Executive 0 0 67,000 67,000<br />
Manuel Roseta Fino Chairman Board of Directors 0 0 256,000 256,000<br />
Martim de Sande e Castro Fino Member. Non Executive 0 0 67,000 67,000<br />
PARINAMA / Ana Maria Caetano Member. Non Executive 0 0 67,000 67,000<br />
Pedro Gonçalo Andrade Santos Member. Executive 0 1,386 382,100 383,486<br />
Pedro Manuel Almei<strong>da</strong> Gonçalves Member. Executive (up to 30th of August) 0 882 327,923 328,805<br />
TOTAL 0 4,116 2,025,349 2,029,465<br />
The remunerations of the members of the board of directors summed, in 2011, 2,029,465 Euros, of which<br />
1,229,465 Euros from the executive members and 800,000 Euros from non executive members. Taking into<br />
consideration the current economic context. the members of the executive committee renounced to the variable<br />
remuneration. and so. the figures indicated concern solely to fixed remuneration.<br />
The supervisory board remuneration’s breakdown in 2011 was as follows:<br />
Board Member Variable<br />
Remuneration<br />
191<br />
Subsidy Fixed<br />
Remuneration<br />
(Euro)<br />
Total 2011<br />
Carlos Pedro Sousa Gois Member 0 0 26,800 26,800<br />
Joaquim Augusto <strong>Soares</strong> Silva Member 0 0 16,750 16,750<br />
Júlio lemos Castro Cal<strong>da</strong>s Member 0 0 51,200 51,200<br />
TOTAL 0 0 94,750 94,750<br />
II.32 INFORMATION ON THE WAy THE REMUNERATION IS<br />
STRUCTURED SO AS TO AllOW AlIGNING THE INTERESTS<br />
OF THE MEMBERS OF THE BOARD OF DIRECTORS WITH THE<br />
lONG-TERM INTERESTS OF THE COMPANy AS WEll AS HOW IT<br />
IS BASED ON THE PERFORMANCE ASSESSMENT AND HOW IT<br />
DISCOURAGES EXCESSIvE RISk ASSUMPTION<br />
The remuneration committee established the<br />
remuneration guidelines taking into consideration<br />
the company’s track record. the several members’<br />
responsibilities and representation and the market<br />
practise. Concerning the executive directors. the<br />
remuneration guidelines also considers a variable<br />
component of an amount that the committee believes<br />
is not an incentive to an excessive risk taking; however.<br />
and as mentioned. this variable component was not<br />
applied in 2011’s remuneration.<br />
II.33 AS REGARDS THE REMUNERATION OF THE EXECUTIvE<br />
MEMBERS:<br />
a) Reference to the fact that the executive<br />
members’ remuneration includes a variable<br />
component and information on the way said<br />
component relies of the assessment performance;<br />
The executive directors’ remuneration includes.<br />
in general and as a rule. a variable component.<br />
to be attributable on a discretionary way by the<br />
remuneration committee. which is mainly based on the<br />
consoli<strong>da</strong>ted net income achieved in the previous year.<br />
b) The corporate bodies responsible for assessing<br />
the performance of executive members;<br />
The corporate body responsible for assessing the<br />
performance evaluation of the executive directors<br />
for remuneration purposes is the remuneration<br />
committee. constituted by: José Manuel Baptista<br />
Fino (chairman). João Pessoa e <strong>Costa</strong> and António<br />
Jorge Gonçalves Afonso. The remuneration committee<br />
currently does not integrate any executive director.<br />
nor executive directors. direct relatives up to 3rd
grade. being therefore an independent committee. The<br />
remuneration policy proposed by the committee is<br />
approved by the shareholders in general meeting.<br />
c) The pre-established criteria for assessing the<br />
performance of executive members;<br />
The executive directors’ performance for remuneration<br />
effects is assessed freely by the remuneration<br />
committee following the criteria the committee<br />
believes is the most adequate at each moment. Only<br />
the consoli<strong>da</strong>ted net income criterion is pre defined.<br />
d) The relative importance of the variable and fixed<br />
components of the members’ remuneration. as well<br />
as the maximum limits for each component;<br />
In general. and as a rule. the variable component of<br />
the executive directors’ remuneration weights 20%<br />
to 35% of the total remuneration. The sum of the<br />
variable components of the executive directors cannot<br />
surpass 6% of the consoli<strong>da</strong>ted net income.<br />
e) The deferred payment of the remuneration’s<br />
variable component and the relevant deferral period;<br />
It is not defined any deferment period for the payment<br />
of the variable component of remunerations.<br />
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192<br />
f) An account of the way whereby the payment<br />
of the variable remuneration is subject to the<br />
company’s continual positive performance during<br />
the deferral period;<br />
This issue is being study by the remuneration<br />
committee. however. any change should only be<br />
adopted in man<strong>da</strong>te programme; still. and taking into<br />
consideration its size and proportional nature. the<br />
committee has considered that this deferment does<br />
not make sense.<br />
g) Sufficient information on the criteria whereon<br />
the allocation of variable remuneration on shares<br />
is based. as well as on maintaining company<br />
shares that the executive members have had<br />
access to. on the possible share contracts. namely<br />
hedging contracts or risk transfer. the relevant<br />
limit and its relation apropos the value of the total<br />
annual remuneration;<br />
The distribution of shares as a variable component of<br />
the remuneration is not planned.<br />
h) Sufficient information on the criteria whereon<br />
the allocation of variable remuneration on<br />
options is based as well as its deferral period and<br />
exercising price;<br />
The distribution of options as a variable component of<br />
the remuneration is not planned.<br />
i) The main factors and reasons for any annual<br />
bonus scheme and any other non-financial benefits;<br />
No other type of remuneration is planned. besides the<br />
variable component.<br />
j) Remuneration paid in the form of a share in the<br />
profits and/or the payment of bonuses and the<br />
rationale behind the act of awarding such bonuses<br />
and/or share in profits;<br />
It is not planned any remuneration paid in the form of<br />
a share in the profits and/or the payment of bonuses.<br />
l) Compensation paid or owed to former executive<br />
directors in relation to early contract termination;<br />
During the 2010 financial year. no compensation<br />
was paid or became due to former executive directors<br />
related with termination of their office during the<br />
financial year.<br />
m) Reference to the envisaged contractual<br />
restraints for compensation owed for undue<br />
dismissal of executive directors and its relation<br />
apropos the remunerations’ variable component;<br />
No limits are contractually established for any<br />
compensation to be paid upon undue dismissal of<br />
executive directors. other than as provided for by law.<br />
n) Amounts paid on any basis by other companies<br />
in a group relationship or exercising control over<br />
the company;<br />
There were no amounts paid. for any reason<br />
whatsoever. by other companies in control or group<br />
relationship. except for the amount paid by the<br />
majority shareholder Investifino – Investimentos e<br />
Participações. SGPS. S.A. to the executive director<br />
Pedro Gonçalo de Sotto-Mayor de Andrade Santos.<br />
totalling 59.500 euros in 2011 financial year.<br />
193<br />
o) A description of the main characteristics of<br />
the supplementary pensions or early retirement<br />
schemes set up for executive directors and whether<br />
said schemes were subject or not to the approval of<br />
the general meeting;<br />
There isn’t any supplementary pension or early<br />
retirement scheme set up for directors.<br />
p) An estimate of the non-financial benefits<br />
considered as remuneration which do not fall under<br />
the categories listed above;<br />
There are no significant/ relevant non pecuniary<br />
benefit deemed as remuneration.<br />
q) Mechanisms for preventing executive directors<br />
from having employment contracts that question<br />
the grounds of the variable remuneration;<br />
The remuneration’s variable component criteria do<br />
not allow implementing contracts that put into stake<br />
its existence.<br />
II.34 REFERENCE TO THE FACT THAT REMUNERATION OF NON-<br />
EXECUTIvE MEMBERS OF THE BOARD OF DIRECTORS IS NOT<br />
INClUDED IN THE vARIABlE COMPONENT<br />
The non executive directors’ remuneration does not<br />
have any variable component.
II.35 INFORMATION ON THE REPORTING OF IRREGUlARITIES<br />
ADOPTED By THE COMPANy (REPORTING MEANS. PERSONS<br />
ENTITlED TO RECEIvE SAID REPORTS. HOW THE REPORTS ARE<br />
TO BE HANDlED AND THE NAMES OF THE PERSONS OR BODIES<br />
THAT HAvE ACCESS TO THE INFORMATION AND THE RElEvANT<br />
INvOlvEMENT IN THE PROCEDURE)<br />
The irregularities report policy has been released to<br />
all of the group’s employees. referring to whom these<br />
irregularities should be reported (executive committee).<br />
the use given to that information (legal services will<br />
research and analyse the reported irregularity. using<br />
other services/units if necessary. and will make a<br />
proposal regarding an eventual solution and/or penalty).<br />
the confidentiality guarantee and annual and general<br />
statistical <strong>da</strong>ta on the reported irregularities. This <strong>da</strong>ta<br />
can be consulted by the shareholders. by request to<br />
the Investor Relations Office. <strong>Soares</strong> <strong>da</strong> <strong>Costa</strong> Group’s<br />
internal and external procedure are based on ethical<br />
stan<strong>da</strong>rds and in conformity with the legal framework.<br />
We believe these ethical stan<strong>da</strong>rds should be followed<br />
by all employees. and team/department leaders and<br />
managers should monitor this with particular attention.<br />
The irregularities report main goal is to timely terminate<br />
and prevent irregularities from happening whether they<br />
are technical. economic. behaviour. legal or any other<br />
kind. In this policy definition. the Corporate Ethical Code.<br />
which applies to all the employees of the Group. has a<br />
particularly important role.<br />
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Section V - Specialized Committes<br />
II.36 IDENTIFICATION OF MEMBERS OF THOSE COMMITTEES<br />
THAT HAvE BEEN CONSTITUTED FOR THE PURPOSES OF<br />
INDIvIDUAl AND OvERAll PERFORMANCE ASSESSMENT<br />
OF THE EXECUTIvE MEMBERS. CONSIDERATION ON THE<br />
GOvERNANCE SySTEM THAT HAS BEEN ADOPTED By<br />
THE COMPANy AND THE IDENTIFICATION OF POTENTIAl<br />
CANDIDATES WITH THE PROFESSIONAl PROFIlE FITTING THE<br />
MEMBER POSITION<br />
Besides de supervisory board. the directors’<br />
performance evaluation is done by the remuneration<br />
committee. whose composition and functions have<br />
already been described. The directors are chosen by<br />
the shareholders and there is not any committee in<br />
charge of identifying potential member of the board of<br />
directors.<br />
By the end of August 2011. the executive committee<br />
established the management committee. having<br />
as goal to support. with an advisory nature. the<br />
executive committee decisions. coordinate activities<br />
create synergies and facilitate the information flows<br />
between the several business and functional areas.<br />
Amongst other functions. this advisory committee<br />
have the following functions: assist the executive<br />
committee in the analysis of the current matters.<br />
proposing measures to its development in a correct<br />
way; analysis and discussion of the Group’s business<br />
and monitoring of the activity development and of the<br />
results of the several companies and business areas;<br />
discussion of commercial strategies of the several<br />
business areas and of its implementation measures;<br />
analysis of the Group’s resources to implement those<br />
strategies. proposing measures concerning its use and<br />
affectation; discussion of the eventual participation in<br />
large projects; discussion of the company’s financial<br />
matters and measures to optimize cash flow; establish<br />
team building initiatives and synergies between the<br />
several business area and Group’s companies. to<br />
improve profitability; discussion of the internal ad<br />
external communication strategy of the Group; and. in<br />
general. to analyse any issue/ matter requested by the<br />
executive committee. This management committee<br />
meets monthly. in accor<strong>da</strong>nce with the executive<br />
committee chairman notice. being held minutes of<br />
each meeting. In 2011. the management committee<br />
met five times.<br />
The corporate governance committee. whose chairman<br />
is the secretary-general. has as main goal to monitor<br />
all the issues related with the company’s governance.<br />
evaluating the existing model taking into consideration<br />
the company’s operational context and strategy.<br />
proposing changes to this model when the committee<br />
believes they are necessary. This committee is<br />
composed by the following members: António Manuel<br />
Sousa Barbosa <strong>da</strong> Fra<strong>da</strong>. Jorge Alves. António Jorge<br />
Gonçalves Afonso. Fernando Semana. António de<br />
Paula Santos and Rita Carles.<br />
195<br />
II.37 NUMBER OF MEETINGS HElD By THE COMMITTEES<br />
THAT HAvE BEEN CONSTITUTED FOR MANAGEMENT AND<br />
SUPERvISION DURING THE PERIOD CONCERNED. AS WEll AS<br />
REFERENCE TO THE MINUTES OF SAID MEETINGS THAT HAvE<br />
BEEN HElD<br />
The board of directors met nine times in 2011. with<br />
an average atten<strong>da</strong>nce of 98%. The chairman of the<br />
supervisory board also attends the board of directors<br />
meetings. The supervisory board met eight times in<br />
2011. The executive committee met twenty and nine<br />
times in the same period. with an average atten<strong>da</strong>nce<br />
of 100%. From all these meetings minutes are taken.<br />
II.38 REFERENCE TO THE FACT THAT ONE MEMBER OF<br />
THE REMUNERATION COMMITTEE HAS kNOWlEDGE AND<br />
EXPERIENCE IN REMUNERATION POlICy ISSUES<br />
The members of the remuneration committee have<br />
the necessary skills and the experience in terms of<br />
remuneration policy based on their technical and<br />
professional qualifications and extensive curriculum in<br />
other companies.
II.39 REFERENCE TO THE INDEPENDENCy OF NATURAl OR<br />
lEGAl PERSONS WITH AN EMPlOyMENT CONTRACT OR<br />
PROvIDING SERvICES TO THE REMUNERATION COMMITTEE.<br />
AS REGARDS THE BOARD OF DIRECTORS AS WEll AS. WHEN<br />
APPlICABlE. TO THE FACT THAT THESE PERSONS HAvE AN<br />
EXISTING RElATION WITH THE COMPANy CONSUlTANT<br />
The remuneration committee is constituted by<br />
three members. Its chairman is a non executive<br />
director of the board and the other two members are<br />
independent. with no connection whatsoever with the<br />
board of directors nor with any consultancy company.<br />
Were not contracted any services consultancy /<br />
support services for the Remuneration Committee.<br />
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III - Information and Auditing<br />
III.1 THE EQUITy STRUCTURE INClUDING THOSE SHARES THAT<br />
ARE NOT ADMITTED TO TRADING. THE DIFFERENT CATEGORy<br />
OF SHARES. RIGHTS AND DUTIES OF THESE SHARES AND THE<br />
EQUITy PERCENTAGE THAT EACH CATEGORy REPRESENTS<br />
The company’s social capital is represented by<br />
160.000.000 shares. with a nominal value of 1 Euro.<br />
of which 5.518 shares are preferential shares and<br />
159.994.482 are ordinary shares. In accor<strong>da</strong>nce with<br />
article 342-3 of the Commercial Code preferential<br />
shares do not have voting rights. All shares are listed<br />
in Euronext Lisbon.<br />
III.2 QUAlIFyING HOlDINGS IN THE ISSUER’S EQUITy<br />
CAlCUlATED AS PER ARTIClE 20 OF THE SECURITIES CODE<br />
Qualifying shareholdings as of December 31. 2011:<br />
197<br />
Manuel Fino. SGPS. S.A. Shares (#) % Capital % Voting rights (*)<br />
Indirectly through Investifino - Investimentos e Participações SGPS. S.A. 113,302,682 70.814% 71.042%<br />
TOTAL 113,302,682 70.814% 71.042%<br />
PARINAMA - Participações e Investimentos. SGPS. S.A. Shares (#) % Capital % Voting rights (*)<br />
Directly 17,600,000 11.000% 11.035%<br />
TOTAL 17,600,000 11.000% 11.035%<br />
Santander Asset Management - Socie<strong>da</strong>de Gestora de Fundos de Investimento<br />
Mobiliários. S.A.<br />
Indirectly through:<br />
Shares (#) % Capital % Voting rights (*)<br />
Fundo Santander Acções Portugal 2,930,324 1.831% 1.837%<br />
Fundo Santander PPA 312,634 0.195% 0.196%<br />
TOTAL 3,242,958 2.027% 2.033%<br />
(*) Taking into consideration 5,518 preferred nonvoting shares and 507,292 own shares. as of December 31. 2011.<br />
Participations held by the members of the<br />
corporate bodies. as of December 31. 2011:<br />
• Manuel Roseta Fino (Chairman of the board of<br />
directors): Chairman of the board of directors <strong>da</strong><br />
Investifino – Investimentos e Participações S.A.. This<br />
company held 113.302.682 shares. as of January 1.<br />
2011. corresponding to 70.814% of the share capital.<br />
a stake unchanged as of December 31. 2011.<br />
• Pedro Gonçalo de Sotto-Mayor de Andrade Santos<br />
(Executive member of the board of directors): Member<br />
of the board of directors of Investifino – Investimentos<br />
e Participações S.A.. This company held 113.302.682<br />
shares. as of January 1. 2011. corresponding to<br />
70.814% of the share capital. a stake unchanged<br />
as of December 31. 2011.<br />
• António Pereira <strong>da</strong> Silva Neves (Non executive<br />
member of the board of directors): As of January 1.<br />
2011 held 13.220 shares. a participation unchanged as<br />
of December 31. 2011.<br />
• Ana Maria Martins Caetano (Non executive member of<br />
the board of directors): Chairman of the board of directors<br />
of PARINAMA – Investimentos e Participações. SGPS. S.A..<br />
This company held 17.600.000 shares. as of January 1.<br />
2011. corresponding to 11.000% of the share capital. a<br />
stake unchanged as of December 31. 2011.<br />
• José Manuel Baptista Fino (Non executive member of<br />
the board of directors): Member of the board of directors<br />
of Investifino – Investimentos e Participações S.A.. This<br />
company held 113.302.682 shares. as of January 1.<br />
2011. corresponding to 70.814% of the share capital.<br />
a stake unchanged as of December 31. 2011.
The remaining members of the corporate bodies do<br />
not have any shares of the company.<br />
III.3 IDENTIFICATION OF THE SHAREHOlDERS THAT HOlD<br />
SPECIAl RIGHTS AND A DESCRIPTION OF THOSE RIGHTS<br />
There are no shareholders with special rights. besides<br />
the shareholders with preferential shares that have the<br />
right to preferential dividends but are not entitled to<br />
vote at general meetings.<br />
III.4 POSSIBlE RESTRICTIONS ON SHARE-TRANSFER I.E.<br />
CONSENT ClAUSES FOR THEIR DISPOSAl OR RESTRICTIONS ON<br />
SHARE-OWNERSHIP<br />
There aren’t any restrictions or limitations to the share<br />
transferability or ownership. There are no limits to the<br />
voting rights. All shareholders have the same rights.<br />
taking into consideration the special legal features of<br />
the preferential shares.<br />
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198<br />
III.5 SHAREHOlDER AGREEMENTS THAT THE COMPANy MAy<br />
BE AWARE OF AND THAT MAy RESTRICT THE TRANSFER OF<br />
SECURITIES OR vOTING RIGHTS<br />
The company is not aware of any shareholders’<br />
agreements which might lead to restrictions in the<br />
transfer of securities or voting rights.<br />
III.6 RUlES APPlICABlE TO THE AMENDMENT OF THE<br />
ARTIClES OF ASSOCIATION<br />
The amendment of the company’s articles of<br />
association is subject to the Portuguese corporate<br />
legal framework.<br />
III.7 CONTROl MECHANISMS FOR A POSSIBlE EMPlOyEE-<br />
SHAREHOlDER SySTEM INASMUCH AS THE vOTING RIGHTS<br />
ARE NOT DIRECTly EXERCISED By THEM<br />
There aren’t any control mechanisms for a possible<br />
employee-shareholder system inasmuch as the voting<br />
rights are not directly exercised by them.<br />
III.8 DESCRIPTION CONCERNING THE EvOlUTION OF THE<br />
ISSUER’S SHARE PRICE AND TAkING THE FOllOWING INTO<br />
ACCOUNT:<br />
Performance of the <strong>Soares</strong> <strong>da</strong> <strong>Costa</strong> Group' stock price in 2011 (in euros)<br />
0,65<br />
0,60<br />
0,55<br />
0,50<br />
0,45<br />
0,40<br />
0,35<br />
0,30<br />
0,25<br />
Legend - Main Material Information Released in 2011<br />
1. 18-03-2011 - Qualified Shareholding by Santander Asset Management<br />
2. 04-04-2011 – <strong>Full</strong>-year 2010 Earnings Release<br />
3. 12-05-2011 - General Shareholders Meeting Resolutions<br />
4. 30-05-2011 – 1st Quarter of 2011 Earnings Release<br />
5. 30-06-2011 - Award of a Work to Prince (United States)<br />
6. 28-07-2011 - Changes in the Executive Committee’s Composition<br />
7. 29-07-2011 - Award of a Work in Angola<br />
8. 19-08-2011 - First Works Contracted in Brazil<br />
9. 26-08-2011 - Award of a Design-Built Project to Prince (United States)<br />
10. 30-08-2011 - Cooptation of a Member of the Board of Directors and Recomposing of the Executive Committee<br />
11. 31-08-2011 – 1st Half Earnings Release<br />
12. 20-10-2011 - Termination of liquidity Contract<br />
1 4<br />
13. 28-11-2011 – 3rd Quarter Earnings Release and Strategic Plan Up<strong>da</strong>te<br />
2<br />
199<br />
3 5<br />
6<br />
8<br />
7 10<br />
9 11<br />
JAN FEB MAR APR MAY JUN JUL AUG SEP OCT NOV DEC<br />
12<br />
13
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Relative Performance of <strong>Soares</strong> <strong>da</strong> <strong>Costa</strong> Group’ stock price and PSI20 market index in 2011 (base 100)<br />
120<br />
110<br />
100<br />
90<br />
80<br />
70<br />
60<br />
50<br />
40<br />
JAN FEB<br />
PSI 20 INDEX<br />
<strong>Soares</strong> <strong>da</strong> <strong>Costa</strong><br />
MAR APR MAY JUN JUL AUG SEP OCT NOV DEC<br />
During 2011, 21.3 million shares were traded. less 64% than in the previous tear. corresponding to a trading<br />
volume in euros of 9.8 million, a 81% fall compared with 2010, reflecting both the decrease in the share price<br />
(-31% of cumulated fall in the year). and the already mentioned decline in the number of shares traded. The<br />
stock price trend and the lower liquidity also affected the remaining stocks of the Euronext Lisbon. as proven<br />
by the cumulated 28% fall of the PSI20 index. which also suffered a decrease of 26% in the amount traded in<br />
2011.<br />
In the following table we detail some historical <strong>da</strong>ta on the ordinary shares performance:<br />
201<br />
2011 2010 2009 2008 2007 2006 2005<br />
Number of Shares Traded 21,292,523 59,100,588 186,757,988 81,095,182 510,237,948 286,071,140 33,505,540<br />
Amount Traded ('000 euros) 9.8 50.8 195.3 123.1 857.5 183.0 10.4<br />
Opening Stock Price (euros/per share) 0.55 1.18 0.65 2.08 0.69 0.35 0.37<br />
Closing Stock Price (euros/per share) 0.37 0.54 1.20 0.63 2.09 0.69 0.35<br />
Average Stock Price (euros/per share) 0.43 0.86 1.04 1.52 1.68 0.64 0.31<br />
Max. Stock Price (euros/per share) 0.59 1.27 1.34 2.13 2.87 0.77 0.39<br />
Date 09-FEB 07-JAN 14-DEC 04-JAN 10-JUl 21-AUG 11-JAN<br />
Min. Stock Price 0.27 0.49 0.50 0.58 0.69 0.33 0.26<br />
Date 10-AUG 22-DEC 19-DEC 19-DEC 02-JAN 16-JAN 05-DEC<br />
Source: Euronext.<br />
Note: The quantities and prices of 2005 and 2006 were adjusted taking into consideration the stock split done in August 2006, to €1.00 nominal value from €5.00.<br />
III.9 DESCRIPTION OF THE DIvIDEND DISTRIBUTION POlICy ADOPTED By THE COMPANy, INClUDING THE DIvIDEND vAlUE PER<br />
SHARE DISTRIBUTED DURING THE lAST THREE PERIODS<br />
For the third consecutive year, the Group paid dividends to its shareholders. Therefore, from June 13, 2011<br />
onwards the company paid dividends both to the ordinary and preferred nonvoting shares:<br />
(Euro)<br />
2010 2009 2008<br />
Gross Net Gross Net Gross Net<br />
Ordinary Shares 0.0217 0.017 0.0434 0.0347 0.031 0.0248<br />
Preferred Shares 0.05 0.0393 0.05 0.04 0.15 0.12
III.10 A DESCRIPTION OF THE MAIN CHARACTERISTICS OF THE<br />
SHARE AND STOCk-OPTION PlANS ADOPTED OR vAlID FOR<br />
THE FINANCIAl yEAR IN QUESTION<br />
During the 2011 financial year, the Company did not<br />
adopt any share and stock-option plans, nor did any<br />
such plans remain in force.<br />
III.11 A DESCRIPTION OF THE MAIN DATA ON BUSINESS<br />
DEAlS AND TRANSACTIONS CARRIED OUT BETWEEN<br />
THE COMPANy AND BETWEEN THE MEMBERS OF THE<br />
MANAGEMENT AND SUPERvISORy BOARD OR COMPANIES<br />
IN A CONTROl OR GROUP RElATIONSHIP, PROvIDED THE<br />
AMOUNT IS ECONOMICAlly SIGNIFICANT FOR ANy OF THE<br />
PARTIES INvOlvED, EXCEPT FOR THOSE BUSINESS DEAlS<br />
OR TRANSACTIONS THAT ARE CUMUlATIvEly CONSIDERED<br />
WITHIN THE BOUNDS OF NORMAl MARkET CONDITIONS FOR<br />
SIMIlAR TRANSACTIONS AND ARE PART OF THE COMPANy’S<br />
CURRENT BUSINESS<br />
During 2011, there were not any transactions between<br />
the company and the management and supervisory<br />
bodies or qualified shareholders or companies in a<br />
control or group relationship.<br />
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III.12 DESCRIPTION OF THE vITAl DATA ON BUSINESS DEAlS<br />
AND TRANSACTIONS CARRIED OUT IN THE ABSENCE OF<br />
NORMAl MARkET CONDITIONS BETWEEN COMPANIES AND<br />
OWNERS OF QUAlIFyING HOlDINGS OR<br />
ENTITy-RElATIONSHIPS WITH THE FORMER, AS ENvISAGED<br />
IN ARTIClE 20 OF THE SECURITIES CODE<br />
Not applicable.<br />
III.13 DESCRIPTION OF THE PROCEDURES AND CRITERIA<br />
APPlICABlE TO THE SUPERvISORy BODy WHEN SAME<br />
PROvIDES PRElIMINARy ASSESSMENT OF THE BUSINESS<br />
DEAlS TO BE CARRIED OUT BETWEEN THE COMPANy AND THE<br />
OWNERS OF QUAlIFyING HOlDINGS OR ENTITyRElATIONSHIPS<br />
WITH THE FORMER, AS ENvISAGED IN ARTIClE 20 OF THE<br />
SECURITIES CODE<br />
The supervisory board gives its prior opinion to<br />
eventual transactions between the company and<br />
owners of a qualified participation or related entities.<br />
III.14 DESCRIPTION OF THE STATISTICAl DATA (NUMBER,<br />
AvERAGE AND MAXIMUM vAlUES) ON THE BUSINESS<br />
DEAlS SUBJECT TO PRElIMINARy OPINION By THE<br />
SUPERvISORy BOARD<br />
There were no transactions with these<br />
characteristics. Furthermore, the supervisory board<br />
accompanies the company activity and, furthermore,<br />
the audit committee chairman attends the board of<br />
directors’ meetings.<br />
III.15 INDICATION OF THE AvAIlABIlITy ON THE COMPANy’S<br />
WEBSITE, OF ANNUAl ACTIvITy REPORTS DRAWN UP By<br />
THE GENERAl AND SUPERvISORy BOARD, By THE FINANCIAl<br />
MATTERS COMMITTEE, THE AUDIT COMMITTEE AND THE<br />
SUPERvISORy BOARD, INClUDING CONSTRAINTS THAT MIGHT<br />
BE ENCOUNTERED, AS WEll AS FINANCIAl INFORMATION<br />
DOCUMENTS<br />
The annual reports on the board of directors and<br />
supervisory board activity are available of the company’s<br />
website, including eventual constraints faced.<br />
III.16 REFERENCE TO AN INvESTOR ASSISTANCE UNIT OR A<br />
SIMIlAR SERvICE, DESCRIBING: A) THE ROlE OF SAID OFFICE;<br />
B) TyPE OF INFORMATION MADE AvAIlABlE; C) ACCESS MEANS<br />
TO SAID OFFICE; D) THE COMPANy’S WEBSITE; E) THE MARkET<br />
lIAISON OFFICER’S CREDENTIAlS<br />
The company and executive committee have adopted<br />
a policy regarding investors and shareholders of<br />
direct and permanent contact. The company has an<br />
investor support office organised as a department,<br />
which assures the communication with shareholders,<br />
investors, equity analysts and the market in general.<br />
Material information release is electronically and<br />
directly sent to CMVM’s extranet and to Euronext<br />
Lisbon internet site. The company fully complies<br />
with the legal framework regarding information<br />
release (annual report and accounts, notices, interest<br />
payment press releases, etc.) and general meeting of<br />
shareholders’ related information.<br />
203<br />
The company’s official interne site,<br />
www.soares<strong>da</strong>costa.pt, has information specifically<br />
directed to investors (“Investors” submenu) namely<br />
financial figures quarterly up<strong>da</strong>ted, general meetings’<br />
notices, general meetings’ deliberations, information<br />
on bond issues, dividend and interest payments,<br />
bylaws, management reports and accounts and<br />
material information releases. During 2011, the market<br />
relations representative continued to be the Group’s<br />
secretary-general, António Manuel Sousa Barbosa <strong>da</strong><br />
Fra<strong>da</strong>, supported by the investor relations office. The<br />
representative to the market relations contacts are:<br />
antónio.fra<strong>da</strong>@soares<strong>da</strong>costa.pt. Information requests<br />
should be preferably sent to the investor relations<br />
officer: Rita Carles, rita.carles@soares<strong>da</strong>costa.pt,<br />
telephone + 351 21 791 3236 or + 351 22 834 2217.<br />
The investor relations office provides information on<br />
the share price historic performance, general meetings’<br />
atten<strong>da</strong>nce (direct or be representative), necessary<br />
documents to the general meetings, dividend payments,<br />
bonds coupons and redemptions, annual reports and<br />
accounts, half year and quarterly financial accounts<br />
and material information releases. Although all this<br />
information is available on www.soares<strong>da</strong>costa.pt,<br />
by request, this can also be sent by mail or e-mail.<br />
The investor relations office requires the applicant’s<br />
identification and, eventually, the purpose of the<br />
information request. All the information is available in<br />
Portuguese and English.<br />
The contact for the media is the Communication,<br />
Sustainability ad Organizational Change department:
Rita Nunes Pinto, rita.pinto@soares<strong>da</strong>costa.pt,<br />
telephone +351 22 834 2221.<br />
III.17 INDICATION OF THE ANNUAl COMPENSATION PAID<br />
TO THE AUDITOR AND TO OTHER INDIvIDUAlS OR GROUPS<br />
THAT BElONG TO THE SAME NETWORk SUPPORTED By THE<br />
COMPANy AND/OR By ANy GROUP THAT BEARS WITH IT A<br />
CONTROl OR GROUP RElATIONSHIP AND THE PERCENTAGE<br />
OF THE TOTAl AMOUNT PAID FOR THE FOllOWING SERvICES:<br />
A) STATUTORy ACCOUNT REvIEW SERvICES; B) OTHER AUDIT<br />
RElIABIlITy SERvICES; C) TAX CONSUlTING SERvICES; D)<br />
OTHER NON-STATUTORy AUDITING SERvICES<br />
The company’s external auditor is BDO & Associados,<br />
SROC, number 29 in the Chartered Accountants<br />
Professional Association and number 1122 in the<br />
CMVM’s auditors’ registration, represented by Paulo<br />
Jorge de Sousa Ferreira (Chartered Accountant<br />
number 781). In 2011, these audit services provided<br />
to the company (and other related entities, in<br />
which the company has a controlling participation)<br />
amounted to 107,625 euros. The services provided<br />
by the chartered accountant, Grant Thornton &<br />
Associados – SROC, to the company (and other<br />
related entities, in which the company has a<br />
controlling participation) summed 129,960 euros in<br />
2011. The board of directors states that, prior to sign<br />
up any service to the company’s external auditor,<br />
makes sure that this will not put their independence<br />
at risk (as defined in CMVM’s recommen<strong>da</strong>tion<br />
number C (202) 1873 of 16-May-2004).<br />
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204<br />
III.18 REFERENCE TO THE EXTERNAl AUDITOR’S ROTATION<br />
PERIOD<br />
The current external auditor initiated functions in 2005.
1. III<br />
Consoli<strong>da</strong>ted<br />
O Grupo<br />
Financial <strong>Soares</strong><br />
Statements<br />
<strong>da</strong> <strong>Costa</strong><br />
206 207
Consoli<strong>da</strong>ted Financial Statements | Grupo <strong>Soares</strong> <strong>da</strong> <strong>Costa</strong>, SGPS, SA<br />
208<br />
Consoli<strong>da</strong>ted financial position as of December 31, 2011 and 2010<br />
A S S E T S<br />
NON CURRENT<br />
Notes 31 DEC 11 31 DEC 10 restated 31 DEC 10<br />
Intangible fixed assets<br />
Goodwill 8 e 9 86,896,365 87,156,004 87,156,004<br />
Other intangible fixed assets 8 e 9 255,443,363 267,243,983 267,243,983<br />
Tangible fixed assets<br />
7 342,339,728 354,399,987 354,399,987<br />
land and buildings 9 169,262,712 152,138,253 152,138,253<br />
Basic equipment 9 66,447,006 70,554,688 70,554,688<br />
Other tangible fixed assets 9 17,552,831 22,042,596 22,042,596<br />
Fixed assets in progress 9 18,459,450 26,438,863 26,438,863<br />
7 271,721,999 271,174,400 271,174,400<br />
Investment properties 11 9,907,556 10,026,295 10,026,295<br />
Financial investments<br />
Financial investments under the equity method 11 11,607,524 12,530,850 12,530,850<br />
loans to associated companies 11 10,399,882 9,471,239 9,471,239<br />
Other financial investments 11 e 21 12,876,395 11,722,555 11,722,555<br />
7 34,883,801 33,724,644 33,724,644<br />
Deferred taxes (assets) 7 e 26 40,941,330 29,485,716 29,485,716<br />
Other non current assets 7, 13 e 30 237,395,050 101,653,940 69,392,335<br />
TOTAL NON CURRENT ASSETS 937,189,464 800,464,982 768,203,377<br />
CURRENT<br />
Inventories 7, 12 e 21 127,938,135 158,306,787 158,306,787<br />
Accounts receivable<br />
61,526,471 83,906,093 83,906,093<br />
Trade Debtors 13, 21 e 30 440,708,549 423,273,006 451,527,081<br />
Receivables from Public Entities 1,441,691 2,604,802 2,604,802<br />
Other accounts receivable 13 e 21 61,307,338 49,686,475 53,694,004<br />
7 503,457,579 475,564,282 507,825,887<br />
Other current assets 7 e 14 109,009,408 130,413,871 136,587,275<br />
Cash, Deposits and Securities 7 e 15 86,098,349 96,513,607 96,531,607<br />
TOTAL CURRENT ASSETS 826,503,472 860,816,546 899,251,556<br />
TOTAL ASSETS 7 e 30 1,763,692,936 1,661,281,528 1,667,454,933<br />
* The Chartered Accountant ** The Board of Directors<br />
* Maria <strong>da</strong>s Dores Oliveira<br />
** António Manuel Pereira Cal<strong>da</strong>s de Castro Henriques (Chairman) | Jorge Domingues Grade Mendes | Pedro Gonçalo de Sotto Mayor de Andrade Santos<br />
Luís Miguel Andrade Men<strong>da</strong>nha Gonçalves | António José Cadete Paisana Ferreira | Paulo Eugénio Peixoto Ferreira | Roberto António Pereira Pisoeiro<br />
Carlos Alberto Príncipe dos Santos<br />
(Euro)<br />
Consoli<strong>da</strong>ted financial position as of December 31, 2011 and 2010<br />
209<br />
(Euro)<br />
SHAREHOLDERS EQUITY AND LIABILITIES<br />
Notes 31 DEC 11 31 DEC 10 restated 31 DEC 10<br />
SHAREHOLDERS' EQUITY<br />
Share capital 16 160,000,000 160,000,000 160,000,000<br />
Own shares 16 (172,526) (197,780) (197,780)<br />
Reserves and retained earnings 16 (49,820,845) (40,041,140) (40,286,958)<br />
Net income 7 2,376,012 15,629,331 15,570,960<br />
EQUITY ATTRIBUTABLE TO THE GROUP 112,382,641 135,390,411 135,086,222<br />
Interesses não controlados pelo Grupo 4,139,852 4,170,912 4,170,912<br />
TOTAL DO CAPITAL PRÓPRIO 116,522,493 139,561,323 139,257,134<br />
LIABILITIES<br />
NON CURRENT<br />
Provisions<br />
Loans<br />
21 886,200 704,145 704,145<br />
Bonds 17 97,604,741 97,204,246 100,000,000<br />
Bank loans 17 538,988,548 429,504,930 433,111,904<br />
636,593,289 526,709,177 533,111,904<br />
Accounts payable 19 51,310,099 44,959,160 15,811,119<br />
Derivatives 18 53,939,404 25,550,030 -<br />
Deferred assets (liabilities) 26 27,884,259 31,264,257 31,264,257<br />
TOTAL NON CURRENT LIABILITIES 770,613,251 629,186,768 580,891,425<br />
CURRENT<br />
Loans<br />
Bank loans 17 269,468,826 247,536,906 247,700,168<br />
Outher loans 17 37,850,092 46,607,772 46,607,772<br />
Accounst payable<br />
307,318,918 294,144,678 294,307,940<br />
Trade creditors 227,775,844 253,552,158 262,169,173<br />
Fixed assets suppliers 3,790,535 8,068,350 8,068,350<br />
Advances on sales 75,655,448 112,905,358 133,436,384<br />
Taxes 8,809,377 3,453,256 3,453,256<br />
Other accounts payable 19 56,659,835 52,213,120 52,213,120<br />
372,691,039 430,192,243 459,340,284<br />
Derivatives 18 12,504,360 12,790,859 40,052,559<br />
Other current liabilities 20 184,042,876 155,405,656 153,605,591<br />
TOTAL CURRENT LIABILITIES 876,557,193 892,533,436 947,306,374<br />
TOTAL LIABILITIES 7 e 30 1,647,170,444 1,521,720,205 1,528,197,799<br />
TOTAL SHAREHOLDERS'S EQUITY AND LIABILITIES 1,763,692,936 1,661,281,528 1,667,454,933<br />
* The Chartered Accountant ** The Board of Directors<br />
* Maria <strong>da</strong>s Dores Oliveira<br />
** António Manuel Pereira Cal<strong>da</strong>s de Castro Henriques (Chairman) | Jorge Domingues Grade Mendes | Pedro Gonçalo de Sotto Mayor de Andrade Santos<br />
Luís Miguel Andrade Men<strong>da</strong>nha Gonçalves | António José Cadete Paisana Ferreira | Paulo Eugénio Peixoto Ferreira | Roberto António Pereira Pisoeiro<br />
Carlos Alberto Príncipe dos Santos
Consoli<strong>da</strong>ted income statement for the period ended December 31, 2011 and 2010<br />
Consoli<strong>da</strong>ted Financial Statements | Grupo <strong>Soares</strong> <strong>da</strong> <strong>Costa</strong>, SGPS, SA<br />
210<br />
INCOME STATEMENT Notas 2011 2010 reexpresso 2010<br />
Turnover 7 873,548,049 893,528,161 893,528,161<br />
Change in production (19,097,212) (17,236,048) (17,236,048)<br />
Other operating income 23 32,367,362 27,265,352 27,265,352<br />
OPERATING INCOME 886,818,200 903,557,465 903,557,465<br />
Cost of goods sold (186,470,924) (176,237,285) (176,237,285)<br />
Third party supplies & services (437,246,965) (460,878,171) (460,878,171)<br />
Staff costs 24 (146,388,809) (156,482,764) (156,482,764)<br />
Depreciation and imparity losses 7 (33,791,882) (34,548,579) (34,548,579)<br />
Provisions 7 (1,936,230) (4,115,004) (4,115,004)<br />
Other operating costs 23 (22,096,255) (21,402,316) (21,402,316)<br />
OPERATING COSTS (827,931,065) (853,664,119) (853,664,119)<br />
OPERATING RESULTS FROM CONTINUED ACTIVITIES 7 58,887,135 49,893,346 49,893,346<br />
Interest received 14,441,415 10,446,738<br />
Interest paid (55,587,613) (46,484,789)<br />
NET FINANCING COSTS 25 (41,146,199) (36,038,051) (35,466,994)<br />
Gains in associated companies 665,568 856,114<br />
Losses in associated companies (500,001) (506,765)<br />
GAINS AND LOSSES IN ASSOCIATED COMPANIES 25 165,566 349,349 (349,349)<br />
Income and capital gains in stakes held 1,484,231 18,379,035<br />
Other financial income 35,206,631 27,439,509<br />
Other financial costs (47,509,853) (43,669,826)<br />
OTHER FINANCIAL INCOME & COSTS 2 25 (10,818,991) 2,148,718 (1,519,290)<br />
FINANCIAL RESULTS 7 e 25 (51,799,624) (33,539,983) (33,598,355)<br />
EARNINGS BEFORE TAXES 7,087,511 16,353,363 16,294,991<br />
INCOME TAX 7 e 26 (4,746,210) (323,524) (323,524)<br />
NET INCOME 7 2,341,301 16,029,838 15,971,467<br />
Attributable to the Group 7 2,376,012 15,629,331 15,570,960<br />
Minorities 7 (34,711) 400,507 400,507<br />
EARNINGS PER SHARE OF CONTINUED ACTIVITIES 27<br />
Basic 0.015 0.098 0.097<br />
Diluted 0.015 0.098 0.097<br />
EARNINGS PER SHARE 27<br />
Basic 0.015 0.098 0.097<br />
Diluted 0.015 0.098 0.097<br />
* The Chartered Accountant ** The Board of Directors<br />
* Maria <strong>da</strong>s Dores Oliveira<br />
** António Manuel Pereira Cal<strong>da</strong>s de Castro Henriques (Chairman) | Jorge Domingues Grade Mendes | Pedro Gonçalo de Sotto Mayor de Andrade Santos<br />
Luís Miguel Andrade Men<strong>da</strong>nha Gonçalves | António José Cadete Paisana Ferreira | Paulo Eugénio Peixoto Ferreira | Roberto António Pereira Pisoeiro<br />
Carlos Alberto Príncipe dos Santos<br />
(Euro)<br />
Consoli<strong>da</strong>ted income statement to the 4th quarter of 2011 and the 4th quarter of 2010<br />
211<br />
INCOME STATEMENT 4th Quarter 2011 4th Quarter 2010<br />
Turnover 243,766,815 265,994,484<br />
Change in production (21,830,458) (18,962,099)<br />
Other operating income 21,217,253 7,573,536<br />
OPERATING INCOME 243,153,611 254,605,922<br />
Cost of goods sold (53,303,031) (44,470,866)<br />
Third party supplies & services (119,655,875) (140,130,758)<br />
Staff costs (38,097,556) (39,314,833)<br />
Depreciation and imparity losses (8,732,695) (8,203,325)<br />
Provisions (1,614,170) (1,985,034)<br />
Other operating costs (8,005,761) (9,221,575)<br />
OPERATING COSTS (229,409,087) (243,326,392)<br />
OPERATING RESULTS FROM CONTINUED ACTIVITIES 13,744,524 11,279,530<br />
Interest received 4,710,488 (1,917,373)<br />
Interest paid (15,862,260) (14,645,867)<br />
NET FINANCING COSTS (11,151,774) (16,563,240)<br />
Gains in associated companies 249,527 514,088<br />
Losses in associated companies (409,589) (153)<br />
GAINS AND LOSSES IN ASSOCIATED COMPANIES (160,063) 513,936<br />
Income and capital gains in stakes held 762,828 16,952,977<br />
Other financial income 14,680,531 9,247,928<br />
Other financial costs (17,950,211) (13,105,438)<br />
OTHER FINANCIAL INCOME & COSTS (2,506,853) 13,095,467<br />
FINANCIAL RESULTS (13,818,689) (2,953,837)<br />
EARNINGS BEFORE TAXES (74,165) 8,325,693<br />
INCOME TAX (1,855,562) 1,621,188<br />
NET INCOME (1,929,727) 9,946,880<br />
Attributable to the Group (1,961,131) 9,807,647<br />
Minorities 31,404 139,233<br />
EARNINGS PER SHARE (0.012) 0.061<br />
* The Chartered Accountant ** The Board of Directors<br />
* Maria <strong>da</strong>s Dores Oliveira<br />
** António Manuel Pereira Cal<strong>da</strong>s de Castro Henriques (Chairman) | Jorge Domingues Grade Mendes | Pedro Gonçalo de Sotto Mayor de Andrade Santos<br />
Luís Miguel Andrade Men<strong>da</strong>nha Gonçalves | António José Cadete Paisana Ferreira | Paulo Eugénio Peixoto Ferreira | Roberto António Pereira Pisoeiro<br />
Carlos Alberto Príncipe dos Santos<br />
(Euro)
Statement of consoli<strong>da</strong>ted comprehensive income for the period ended December 31, 2011 and 2010<br />
Consoli<strong>da</strong>ted Financial Statements | Grupo <strong>Soares</strong> <strong>da</strong> <strong>Costa</strong>, SGPS, SA<br />
212<br />
Notes 31 DEC 11 31 DEC 10<br />
restated<br />
(Euro)<br />
31 DEC 10<br />
Consoli<strong>da</strong>ted net profit for the period 7 2,341,301 16,029,838 15,971,467<br />
Other comprehensive income<br />
Exchange difference stemming from transposition of financial statements<br />
expressed in foreign currencies<br />
(16,631) 1,906,477 1,906,477<br />
variation on fair value of derivatives 16 (28,102,874) (13,659,559) (13,659,559)<br />
variation on deferred taxes of derivatives 16 7,378,018 5,149,797 5,149,797<br />
Ajustments in investment consoli<strong>da</strong>ted by equity method (883,858) 1,970,827 1,970,827<br />
Other variations (45,884) (14,453) (14,453)<br />
TOTAL COMPREHENSIVE INCOME FOR THE PERIOD (19,329,928) 11,382,927 11,324,556<br />
Attributable:<br />
Minorities (31,061) 693,800 693,800<br />
To the Group (19,298,868) 10,689,127 10,630,756<br />
* The Chartered Accountant ** The Board of Directors<br />
* Maria <strong>da</strong>s Dores Oliveira<br />
** António Manuel Pereira Cal<strong>da</strong>s de Castro Henriques (Chairman) | Jorge Domingues Grade Mendes | Pedro Gonçalo de Sotto Mayor de Andrade Santos<br />
Luís Miguel Andrade Men<strong>da</strong>nha Gonçalves | António José Cadete Paisana Ferreira | Paulo Eugénio Peixoto Ferreira | Roberto António Pereira Pisoeiro<br />
Carlos Alberto Príncipe dos Santos<br />
Statement of changes in equity for the period ended December 31, 2011 and 2010<br />
Balance as of<br />
01/Jan/2011<br />
Equity<br />
capital<br />
Own<br />
shares<br />
Reserves<br />
and<br />
retained<br />
earnings<br />
213<br />
Reserves<br />
for foreign<br />
exchange<br />
Coverage<br />
derivatives<br />
Other Own funds<br />
attributable to<br />
shareholders<br />
Own funds<br />
attributable<br />
to minorities<br />
(Euro)<br />
Total<br />
equity<br />
160,000,000 (197,780) (1,633,280) (337,995) (24,644,913) 2,204,380 135,390,411 4,170,912 139,561,324<br />
Dividend distribution - - (3,463,847) - - - (3,463,847) - (3,463,847)<br />
Acquisition of own<br />
shares<br />
- 25,254 (93,580) - - - (68,326) - (68,326)<br />
Others - - (4,936,786) (369,912) 5,129,968 - (176,730) - (176,730)<br />
Integrated consoli<strong>da</strong>ted<br />
earnings<br />
Balance as of<br />
31/Dec/2011<br />
Balance as of<br />
01/Jan/2011<br />
- - 2,376,012 (20,282) (20,724,856) (929,742) (19,298,868) (31,061) (19,329,928)<br />
160,000,000 (172,526) (7,751,481) (728,190) (40,239,801) 1,274,639 112,382,640 4,139,852 116,522,492<br />
Equity<br />
capital<br />
Own<br />
shares<br />
Reserves<br />
and<br />
retained<br />
earnings<br />
Reserves<br />
for foreign<br />
exchange<br />
Coverage<br />
derivatives<br />
Other Own funds<br />
attributable to<br />
shareholders<br />
Own funds<br />
attributable<br />
to minorities<br />
Total<br />
equity<br />
160,000,000 - (10,494,587) (1,951,180) (16,135,152) 248,007 131,667,089 1,005,445 132,672,534<br />
Dividend distribution - - (6,944,036) - - - (6,944,036) - (6,944,036)<br />
Acquisition of own<br />
shares<br />
- (197,780) (72,862) - - - (270,642) - (270,642)<br />
Others - - 3,055 - - - 3,055 2,471,667 2,474,723<br />
Integrated consoli<strong>da</strong>ted<br />
earnings<br />
Balance as of<br />
31/Dec/2011<br />
Balance as of 01/<br />
Jan/2010 restated<br />
- - 15,570,960 1,613,184 (8,509,762) 1,956,374 10,630,756 693,800 11,324,556<br />
160,000,000 (197,780) (1,937,470) (337,995) (24,644,914) 2,204,381 135,086,222 4,170,912 139,257,134<br />
Equity<br />
capital<br />
Own<br />
shares<br />
Reserves<br />
and<br />
retained<br />
earnings<br />
Reserves<br />
for foreign<br />
exchange<br />
Coverage<br />
derivatives<br />
Other Own funds<br />
attributable to<br />
shareholders<br />
Own funds<br />
attributable<br />
to minorities<br />
Total<br />
equity<br />
160,000,000 - (10,248,769) (1,951,180) (16,135,152) 248,007 131,912,907 1,005,445 132,918,352<br />
Dividend distribution - - (6,944,036) - - - (6,944,036) - (6,944,036)<br />
Acquisition of own<br />
shares<br />
- (197,780) (72,862) - - - (270,642) - (270,642)<br />
Others - - 3,055 - - - 3,055 2,471,667 2,474,723<br />
Integrated consoli<strong>da</strong>ted<br />
earnings<br />
Balance as of 31/<br />
Dec/2010 restated<br />
- - 15,629,331 1,613,184 (8,509,762) 1,956,374 10,689,127 693,800 11,382,927<br />
160,000,000 (197,780) (1,633,280) (337,995) (24,644,914) 2,204,381 135,390,411 4,170,912 139,561,323<br />
* The Chartered Accountant ** The Board of Directors<br />
* Maria <strong>da</strong>s Dores Oliveira<br />
** António Manuel Pereira Cal<strong>da</strong>s de Castro Henriques (Chairman) | Jorge Domingues Grade Mendes | Pedro Gonçalo de Sotto Mayor de Andrade Santos<br />
Luís Miguel Andrade Men<strong>da</strong>nha Gonçalves | António José Cadete Paisana Ferreira | Paulo Eugénio Peixoto Ferreira | Roberto António Pereira Pisoeiro<br />
Carlos Alberto Príncipe dos Santos
Consoli<strong>da</strong>ted cash flows statements for the period ended December 31, 2011 and 2010 and from<br />
October 1 to December 31, 2011<br />
Consoli<strong>da</strong>ted Financial Statements | Grupo <strong>Soares</strong> <strong>da</strong> <strong>Costa</strong>, SGPS, SA<br />
214<br />
(Euro)<br />
2011 2010 4th Quarter 2001<br />
OPERATING ACTIVITIES<br />
Receipts from customers 729,226,037 752,095,124 172,932,297<br />
Payments to suppliers (626,458,193) (593,336,470) (168,496,946)<br />
Payments to staff (132,808,555) (147,633,688) (35,023,315)<br />
30,040,711 11,124,966 (30,587,965)<br />
Payments/ receipts of income tax (4,740,400) (9,972,853) (967,619)<br />
Other payments/ receipts related with oper.activities (46,802,211) (21,063,839) (25,163,957)<br />
(51,542,610) (31,036,692) (26,131,576)<br />
CASH FLOW FROM OPERATING ACTIVITIES (81,583,322) (19,911,726) (56,719,540)<br />
INVESTMENT ACTIVITIES<br />
Receipts from:<br />
Financial investments 458,000 21,099,460 -<br />
Fixed tangible assets 2,398,866 1,596,954 556,469<br />
Interest and similar income 1,358,028 421,792 463,353<br />
Dividends<br />
Payments related with:<br />
198,276 4,413,171 1,344,692 24,462,898 - 1,019,822<br />
Financial investments 2,335,341 4,864,358 146,839<br />
Fixed tangible assets 8,259,962 8,893,028 3,418,746<br />
Intangible assets 1,996,014 12,591,317 6,044,738 19,802,125 1,109,265 4,674,849<br />
CASH FLOW FROM INVESTMENT ACTIVITIES (8,178,146) 4,660,772 (3,655,027)<br />
FINANCING ACTIVITIES<br />
Receipts from:<br />
loans 473,507,895 485,077,136 106,269,351<br />
Capital increases, supplem. payments and issue prem. - 125,243 -<br />
Sale of own shares 670,031 464,071 130,088<br />
Interest received<br />
Payments related with:<br />
288,766 474,466,692 307,312 485,973,762 96,063 106,495,503<br />
loans 323,401,232 403,019,841 58,387,641<br />
Financial leasing contracts 9,692,216 11,616,996 1,975,991<br />
Interest paid 55,991,809 49,555,517 23,017,590<br />
Dividends 3,750,881 6,939,695 160,683<br />
Acquisition of own shares 810,073 393,646,211 734,713 471,866,762 119,488 83,661,394<br />
CASH FLOW FROM FINANCING ACTIVITIES 80,820,481 14,107,000 22,834,109<br />
Change in cash and cash equivalents (8,940,987) (1,143,953) (37,540,459)<br />
Effect of foreign exchange differences (1,486,230) 1,690,231 787,851<br />
Effect of changes in stakes/ participations (6,041) 2,702,212 (11,876)<br />
Cash and cash equivalents at the beginning of the period 96,531,607 93,283,117 -<br />
Cash and cash equivalents at the end of the period 86,098,349 96,531,607 (36,764,484)<br />
* The Chartered Accountant ** The Board of Directors<br />
* Maria <strong>da</strong>s Dores Oliveira<br />
** António Manuel Pereira Cal<strong>da</strong>s de Castro Henriques (Chairman) | Jorge Domingues Grade Mendes | Pedro Gonçalo de Sotto Mayor de Andrade Santos<br />
Luís Miguel Andrade Men<strong>da</strong>nha Gonçalves | António José Cadete Paisana Ferreira | Paulo Eugénio Peixoto Ferreira | Roberto António Pereira Pisoeiro<br />
Carlos Alberto Príncipe dos Santos<br />
Annex to the consoli<strong>da</strong>ted cash flows statement<br />
ACQUISITIONS, UNDERWRITING, CAPITAl INCREASES AND CHANGES IN SHAREHOlDINGS<br />
215<br />
// Inflow by cash and equivalents of 458,00 Euros regarding the alienation of the Group’s stake in “Mini Price<br />
Hotels (Porto). S.A.”.<br />
// Outflow by cash and equivalents of 1,930,499 Euros regarding the Group’s participation in “Energia Própria, S.A.”.<br />
// Equity injection in “Autopistas Del Valle, S.A.” of 118,247 Euros, by cash and equivalents.<br />
// Equity injection in “Roof Tops of Spain, S.A.” of 50,000 Euros, by cash and equivalents.<br />
// Equity injection in “Larvick Reliable, R.L.” of 10,000 Euros, by cash and equivalents.<br />
// Equity injection in “Metropolitan Transportation Solutions, Ltd.” of 53,054 Euros, by cash and equivalents.<br />
// Equity injection (accessory installments) in “Elos - Ligações de Alta Veloci<strong>da</strong>de, S.A.” of 163,040 Euros,<br />
by cash and equivalents.<br />
// Outflow by cash and equivalents of 2,500 Euros regarding the Group’s participation in “MY Watt L<strong>da</strong>.”.<br />
CASH AND EQUIvAlENTS BREAkDOWN<br />
31 DEC 11 31 DEC 10<br />
Cash 951,975 1,226,220<br />
Bank deposits (immediately available) 84,832,285 95,305,387<br />
Equivalents to cash 314,090 -<br />
Cash and equivalents 86,098,349 96,531,607<br />
Tra<strong>da</strong>ble Securities - -<br />
Cash in Consoli<strong>da</strong>ted Financial Position Statement 86,098,349 96,531,607<br />
OTHER TRANSACTIONS<br />
// Inflow by cash and equivalents of 120,961 Euros of dividends paid by “Vortal, S.A.” to “<strong>Soares</strong> <strong>da</strong> <strong>Costa</strong><br />
Construção,SGPS, S.A.”.<br />
// Outflow by cash and equivalents of 3,461,357 Euros of dividends paid by “Grupo <strong>Soares</strong> <strong>da</strong> <strong>Costa</strong>, SGPS,<br />
S.A.” to its shareholders.
Consoli<strong>da</strong>ted Accounts – December 31, 2011<br />
CONSOlIDATION PERIMETER AND METHODS<br />
<strong>Full</strong> COnsoli<strong>da</strong>tion Method<br />
Proportional Method<br />
Eq. Patrimonial<br />
Acquisition Cost<br />
Consoli<strong>da</strong>ted Financial Statements | Grupo <strong>Soares</strong> <strong>da</strong> <strong>Costa</strong>, SGPS, SA<br />
216<br />
Grupo <strong>Soares</strong> <strong>da</strong> <strong>Costa</strong>, SGPS, SA<br />
100% 100% 100%<br />
SDC Construção, SGPS, SA<br />
SDC Imobiliária, SGPS, SA<br />
SDC Concessões, SGPS, SA<br />
100%<br />
SDC América, INC<br />
100%<br />
CIAGEST, SA<br />
100%<br />
SDC CONCESIONES C.RICA, SA<br />
60%<br />
80%<br />
100%<br />
100%<br />
Porto Construction Group, LLC<br />
SDC Construction Services, LLC<br />
Prince, LLC<br />
SDC Contractor, LLC<br />
100%<br />
Mercados Novos, LDA<br />
100%<br />
SOARTA, SA<br />
100%<br />
HABITOP, SA<br />
100%<br />
100%<br />
100%<br />
COSTAPARQUES, SA<br />
SDC Serv. Técnicos Gestão, SA<br />
Infraestruct. SDC C.RICA, SA<br />
51%<br />
GEC - Guiné Ecuatorial Construcciones<br />
100%<br />
NAVEGAIA, SA<br />
100%<br />
CPE, SA<br />
80%<br />
100%<br />
100%<br />
100%<br />
100%<br />
100%<br />
100%<br />
99.96%<br />
100%<br />
51%<br />
SDC Moçambique, SARL<br />
SDC S. Tomé e Príncipe, Construções, L<strong>da</strong>.<br />
SOCOMETAL, SA<br />
SDC Construcciones Centro Americanas, SA<br />
Coordenação & SDC<br />
99%<br />
CARTA, LDA Carta Angola, L<strong>da</strong> (11)<br />
95%<br />
CLEAR, SA CLEAR ANGOLA, SA<br />
0.04%<br />
<strong>Soares</strong> <strong>da</strong> <strong>Costa</strong> Brasil, Lt<strong>da</strong>.<br />
65%<br />
35%<br />
Contacto, SA SDC/Contacto ACE<br />
100%<br />
SANTOLINA Holding B.V<br />
CERENNA, SA<br />
99%<br />
SDC IMOBILIÁRIA, LDA (2)<br />
50.6%<br />
HOTTI-Angola Hotéis, S.A.<br />
98%<br />
COSTA SUL, LDA (7)<br />
98%<br />
IMOSEDE, LDA (7)<br />
100%<br />
CAIS <strong>da</strong> FONTINHA, SA<br />
51%<br />
IMOKANDANDU, LDA<br />
99% 1%<br />
IMOSDC-Investimentos, LDA<br />
100%<br />
75%<br />
100%<br />
75%<br />
0.2%<br />
0.2%<br />
0.2%<br />
0.2%<br />
100%<br />
INTEVIAS, SA<br />
Hidroequador S. Tomense<br />
60%<br />
Hidroeléctrica STP, L<strong>da</strong>.<br />
INR - Inv. Nac. Rodoviários<br />
SDC Hidroenergia, S.A. (6)<br />
99.8%<br />
SDC Hidroenergia 1T,L<strong>da</strong><br />
99.8%<br />
SDC Hidroenergia 8C,L<strong>da</strong><br />
99.8%<br />
SDC Hidroenergia 8T,L<strong>da</strong><br />
99.8%<br />
SDC Hidroenergia 4T,L<strong>da</strong><br />
SDC Concessions USA, Inc.<br />
100%<br />
Soc. Construções <strong>Soares</strong> <strong>da</strong> <strong>Costa</strong>, SA<br />
TRANSMETRO, ACE<br />
ASSOC - Estádio de<br />
50%<br />
40%<br />
28.57%<br />
40%<br />
GCVC, ACE<br />
Estádio de Braga,<br />
14.7%<br />
Talatona Imobiliária, L<strong>da</strong>.<br />
34.3%<br />
33.33%<br />
SCUTVIAS, SA<br />
33.33%<br />
0.002%<br />
MRN-Man. Rod. Nacionais<br />
Braga, ACE<br />
Estádio Coimbra, ACE<br />
60% 25%<br />
ACE<br />
Nova Estação, ACE<br />
46%<br />
Auto-estra<strong>da</strong>s XXI, S.A. (4)<br />
Somague-SDC, ACE<br />
50% 28.57%<br />
Matosinhos, ACE<br />
46%<br />
Operestra<strong>da</strong>s XXI, S.A. (4)<br />
Três ponto dois, ACE<br />
50% 50%<br />
Teatro Circo, ACE<br />
50%<br />
Exproestra<strong>da</strong>s XXI, S.A. (5)<br />
HidroAlqueva, ACE<br />
50% 50%<br />
CAET XXI, ACE<br />
40%<br />
Oper. Estra<strong>da</strong>s Zambeze, S.A.<br />
GCF, ACE<br />
28.57% 17.25%<br />
LGV, ACE<br />
40%<br />
Estra<strong>da</strong>s do Zambeze, S.A.<br />
Israel Metro Builders<br />
30% 30%<br />
LGC, ACE<br />
33.33%<br />
Portvias, S.A. (9)<br />
NORMETRO, ACE<br />
17.9% 50%<br />
SdC e Lena, ACE<br />
Terceira On<strong>da</strong>, L<strong>da</strong><br />
50% 24%<br />
GACE - Gondomar,<br />
ACE<br />
40%<br />
SOMAFEL, SA<br />
100%<br />
OFM, SA<br />
60%<br />
Somafel e Ferr., ACE<br />
95% Somafel, Lt<strong>da</strong>. (Brasil)<br />
5%<br />
45%<br />
Alsoma, AEIE<br />
25%<br />
GAYAEXPLOR, LDA<br />
49%<br />
50%<br />
Traversofer, SARL<br />
SDC Emirates, LLC<br />
MTA, LDA (11)<br />
33%<br />
28,57%<br />
0,5%<br />
INDÁQUA, SA<br />
Indáqua Matosinhos, SA<br />
97,5%<br />
Construtora S. José Caldera, SA<br />
17%<br />
Indáqua V. do Conde, SA<br />
98%<br />
50%<br />
Grupul Portughez de Constructii<br />
0,5%<br />
Indáqua Feira, SA (10)<br />
93%<br />
CFE-Indústria de Condutas, SA (1)<br />
20%<br />
MTS, LDA<br />
11.3%<br />
7.24%<br />
VSL, SA<br />
VORTAL SGPS, SA<br />
Construtora-S. José S. Ramon, SA<br />
17%<br />
16,3%<br />
17%<br />
Autopistas del Sol<br />
17%<br />
Autopistas del Valle<br />
Elos - OM, S.A.<br />
16,3%<br />
Elos, S.A. (8)<br />
SCSP-SDC Serviços<br />
Partilhados, SA (3)<br />
Energia Própria, S.A.<br />
Self Energy Engineering &<br />
Innovation, S.A.<br />
60%<br />
Ventos do<br />
Horizonte, S.A.<br />
Self Energy UK<br />
Roof Tops of Spain, S.A.<br />
99.96%<br />
57.26%<br />
100%<br />
78.1%<br />
50%<br />
Ute Efacec/Self Energy<br />
Self Energy Moçambique<br />
45%<br />
Larvick Espanha<br />
49,5%<br />
MY WATT, LDA<br />
50%<br />
Refelxos Púrpura, LDA<br />
50%<br />
10%<br />
(1) Company held (33.33%) by Clear – Instalações Electromecânicas, S.A..<br />
(2) Additionally, Ciagest, SA has a 1% participation in SDC Imobiliária, l<strong>da</strong>.<br />
(3) Additionally, Socie<strong>da</strong>de de Construções <strong>Soares</strong> <strong>da</strong> <strong>Costa</strong>, SA, Ciagest, SA, Clear, SA and SDC Serviços Técnicos e de Gestão, SA have, each, a 0.01% participation<br />
in SCSP – <strong>Soares</strong> <strong>da</strong> <strong>Costa</strong> Serviços Partilhados, SA.<br />
(4) Additionally, Socie<strong>da</strong>de de Construções <strong>Soares</strong> <strong>da</strong> <strong>Costa</strong>, SA holds a 4% participation in Auto-estra<strong>da</strong>s XXI, S.A. and Operestra<strong>da</strong>s XXI, SA..<br />
(5) Additionally, Socie<strong>da</strong>de de Construções <strong>Soares</strong> <strong>da</strong> <strong>Costa</strong>, S.A. holds a 0.004% participation in Exproestra<strong>da</strong>s XXI, S.A..<br />
(6) Additionally, SDC Serviços Técnicos e de Gestão, SA and Hidroequador Santomense hold, each, a 0.002% participation in SDC Hidroenergia, SA..<br />
(7) Additionally, Clear Angola, S.A. holds a 2% participation in <strong>Costa</strong> Sul, l<strong>da</strong>. and in Imosede, l<strong>da</strong>..<br />
(8) Company held (16.302%) by <strong>Soares</strong> <strong>da</strong> <strong>Costa</strong> Concessões, SGPS, S.A. and by (0.002%) Socie<strong>da</strong>de de Construções <strong>Soares</strong> <strong>da</strong> <strong>Costa</strong>, S.A.<br />
(9) Additionally, Intevias – Serviços e Gestão, S.A. holds a 0.002% of Portvias, S.A..<br />
(10) Additionally, Grupo <strong>Soares</strong> <strong>da</strong> <strong>Costa</strong>, SGPS, S.A. holds a 0.5% participation in Indáqua Feira, S.A...<br />
(11) Additionally, Socie<strong>da</strong>de de Construções <strong>Soares</strong> <strong>da</strong> <strong>Costa</strong>, S.A. Holds a 1% stake in MTA, lDA. and in Carta Angola, lDA.<br />
217
CONSOlIDATED ACCOUNTING<br />
POlICIES AND EXPlANATORy<br />
NOTES AS OF DECEMBER 31,<br />
2011<br />
1. Introdutory Note<br />
The company currently named GRUPO SOARES DA<br />
COSTA, SGPS, SA (“Company”) was incorporated on 02<br />
June 1944, under the name “<strong>Soares</strong> <strong>da</strong> <strong>Costa</strong>, L<strong>da</strong>.”, a<br />
limited company that has been changed into a public<br />
company by deed of 01 May 1968, also changing its<br />
denomination to “Socie<strong>da</strong>de de Construções <strong>Soares</strong><br />
<strong>da</strong> <strong>Costa</strong>, S.A.”.<br />
As of December 30, 2002, after a Group re-organisation<br />
process, the company assumed its current name<br />
and changed its mission into the “management of<br />
shareholdings as an indirect way to develope economic<br />
activities".<br />
The current share structure of the “Grupo <strong>Soares</strong><br />
<strong>da</strong> <strong>Costa</strong>” is represented in the annexed diagram.<br />
The full list of the companies included in the Group’s<br />
consoli<strong>da</strong>tion perimeter and the consoli<strong>da</strong>tion<br />
methods applied are detailed in the following notes.<br />
Figures mentioned in the Notes are in Euros, unless<br />
otherwise indicated.<br />
Consoli<strong>da</strong>ted Financial Statements | Grupo <strong>Soares</strong> <strong>da</strong> <strong>Costa</strong>, SGPS, SA<br />
218<br />
2. Main Accounting Policies<br />
The main accounting policies adopted in the<br />
preparation of the consoli<strong>da</strong>ted financial<br />
statements are as follows:<br />
2.1. PRESENTATION BASIS<br />
The consoli<strong>da</strong>ted financial statements assume the<br />
Company’s continuity and were compiled from the<br />
accounting records of the companies included in<br />
consoli<strong>da</strong>tion, which were kept according to the<br />
accounting principles accepted in Portugal, and<br />
adjusted in the consoli<strong>da</strong>tion process to ensure<br />
that the consoli<strong>da</strong>ted financial statements comply<br />
with InternationalStan<strong>da</strong>rds on Financial <strong>Report</strong>ing<br />
as adopted in the European Union, in force for the<br />
financial year starting at 01 January 2005, from<br />
which <strong>da</strong>te the Company began applying IAS/IFRS.<br />
The financial statement include some figures that<br />
were estimated, affecting the amounts reported as<br />
assets and liabilities, as well as those reported as<br />
income and costs for the period reported. All estimates<br />
and assumptions made by the Board of Directors were<br />
based on the best information available at the <strong>da</strong>te<br />
the financial statements were approved.<br />
The Board of Directors believes that the attached<br />
consoli<strong>da</strong>ted financial statements and subsequent<br />
notes are a fair representation of the consoli<strong>da</strong>ted<br />
financial information.<br />
The following stan<strong>da</strong>rds, amendments and<br />
interpretations are effective for the first time with<br />
reference to January 1, 2011:<br />
• Classification of rights issues<br />
(Amendment to IAS 32);<br />
• Termination of financial liabilities by equity<br />
instruments (IFRIC 19);<br />
• Disclosure of related parties (Amendment to IAS 24<br />
and IFRS 8);<br />
• Pre-payment of a minimum funding requirement<br />
(amendment to IFRIC 14);<br />
• Improvements to IFRSs in May 2010.<br />
The effect on the financial statements of Grupo <strong>Soares</strong><br />
<strong>da</strong> <strong>Costa</strong> SGPS SA for the year ended December 31,<br />
2011, arising from the stan<strong>da</strong>rds, interpretations,<br />
amendments and revisions set out above, where<br />
219<br />
applicable, was not significant.<br />
In terms of stan<strong>da</strong>rds or interpretations issued<br />
by IASB, but not yet effective in this exercise, we<br />
emphasize the following:
Consoli<strong>da</strong>ted Financial Statements | Grupo <strong>Soares</strong> <strong>da</strong> <strong>Costa</strong>, SGPS, SA<br />
220<br />
Stan<strong>da</strong>rd / Interpretation Change Date of Application (IASB)<br />
Transfers of financial assets Amendment to IFRS 7 01/07/2011 (*) Amendment to IFRS 7 01/07/2011 (*)<br />
Recovery of non-depreciable assets Amendment to IAS 12 01/07/2012 (**)<br />
Exemption for severe hyperinflation and removal of fixed <strong>da</strong>tes Amendment to IFRS 1 01/07/2011 (**)<br />
Presentation of items of other comprehensive income Amendment to IAS 1 01/07/2012<br />
Employee benefits Amendment to IAS 19 01/01/2013<br />
Compensation of financial assets and financial liabilities Amendment to IFRS 7 01/01/2013<br />
Compensation of financial assets and financial liabilities Amendment to IAS 32 01/01/2014<br />
Disclosures about the transition to IFRS 9 Amendment to IFRS 7 01/01/2015<br />
Government subsidies Amendment to IFRS 1 01/01/2013<br />
IFRIC 20 - Removal costs during production of a surface mine New stan<strong>da</strong>rd 01/01/2013<br />
IFRS 9 - Financial Assets - Classification and measurement New stan<strong>da</strong>rd 01/01/2013<br />
IFRS 10 - Consoli<strong>da</strong>ted financial statements New stan<strong>da</strong>rd 01/01/2013<br />
IFRS 11 - Joint agreements New stan<strong>da</strong>rd 01/01/2013<br />
IFRS 12 - Disclosure of interests in other entities New stan<strong>da</strong>rd 01/01/2013<br />
IFRS 13 - Fair value: measurement and disclosure New stan<strong>da</strong>rd 01/01/2013<br />
IAS 27 - Separate financial statements Revision of the stan<strong>da</strong>rd 01/01/2013<br />
IAS 28 - Investments in associates and joint ventures Revision of the stan<strong>da</strong>rd 01/01/2013<br />
(*) Endorsed by the European Union on November 23, 2011 and effective for years beginning after July 1, 2011.<br />
(**) According to the report EFRAF of March 19, 2012 - "The EU endorsement status report", the endorsement is not expected before the effective <strong>da</strong>te.<br />
Grupo <strong>Soares</strong> <strong>da</strong> <strong>Costa</strong> has not yet completed the clearance of all impacts resulting from implementation of the stan<strong>da</strong>rds mentioned above.<br />
In 2011 we proceeded to the change in accounting policy on the distinction between assets and current<br />
liabilities versus noncurrent, associated with the register of deductions for guarantees to customers, retention<br />
of guarantees made to suppliers, customer advances and derivative financial instruments, having proceeded<br />
to the restatement on the financial position relating to December 31, 2010. Thus, we estimated the values of<br />
assets and liabilities maturing within more than one year after the <strong>da</strong>te of such statement.<br />
In 2011 also made the change in accounting policy on bank loans. The loans were presented at its face value,<br />
with the deferral of the linear initial charges and as ofDecember 31, 2011 came to be measured at amortized<br />
cost (note 2.6 c)), thus fulfilling stipulated in IAS 39 and IAS 32.<br />
In accor<strong>da</strong>nce with IAS 8 the company proceeded to the restatement of financial statements for the year 2010.<br />
Reconciliation of equity and net income for 2010 is as follows:<br />
In accor<strong>da</strong>nce with IAS 8 the company proceeded to<br />
the restatement of financial statements for the year<br />
2010.<br />
Reconciliation of equity and net income for 2010<br />
is as follows:<br />
Shareholders equity by January 1, 2010 132,672,534<br />
Costs and interest paid adjustments 245,818<br />
Restated shareholders equity by January<br />
1, 2010<br />
132,918,352<br />
2010's net income 15,570,960<br />
Costs and interest paid adjustments 58,371<br />
Restated 2010's net income 15,629,331<br />
2.2. CONSOlIDATION PRINCIPlES<br />
The consoli<strong>da</strong>tion methods applied by the Group are:<br />
a) Group companies – <strong>Full</strong> consoli<strong>da</strong>tion method<br />
The companies in which the Group directly or<br />
indirectly holds more than 50% of the voting<br />
rights at the General Shareholders’ Meeting and/<br />
or has control over financial and operational policy<br />
(definition of control used by the Group), were<br />
included in the consoli<strong>da</strong>ted financial statements<br />
by the full consoli<strong>da</strong>tion method. The stakes held<br />
by third parties in these companies are presented<br />
under “minority interests”, being included in the<br />
Consoli<strong>da</strong>ted Financial Position Statement in<br />
Shareholders’ Equity and in the Consoli<strong>da</strong>ted<br />
Income Statement in net income of the year.<br />
221<br />
When losses attributable to minorities are greater<br />
than the minority interest in a subsidiary’s<br />
Shareholders’ Equity, the Group absorbs this excess<br />
and any additional losses, except when the minorities<br />
have an obligation and are able to cover those losses.<br />
If the subsidiary subsequently reports profits, the<br />
Group takes those profits until the minority share<br />
of previous losses absorbed has been recovered.<br />
The assets and liabilities of each company are<br />
accounted at their fair value at acquisition. Any<br />
excess of acquisition cost over the fair value of the<br />
net assets and liabilities acquired is recognised<br />
as “goodwill” (Note 2.2.d)). If there is a negative<br />
difference between acquisition cost and the fair<br />
value of net assets and liabilities acquired, this is<br />
recognised as income for the year.<br />
Minority interests include the proportion of the<br />
fair value of assets and liabilities known at the<br />
acquisition <strong>da</strong>te which belong to third parties.<br />
The results of subsidiaries acquired or sold during<br />
the year are included in the financial statements<br />
from the <strong>da</strong>te of acquisition or until the <strong>da</strong>te when<br />
they are sold.<br />
Whenever necessary, adjustments are made to<br />
the financial statements of subsidiaries to bring<br />
their accounting policies in line with those used by<br />
the Group. Transactions, balances and distributed<br />
dividends between Group companies are eliminated<br />
in the consoli<strong>da</strong>tion process. Capital gains resulting<br />
from the sale of stakes within Group companies are<br />
also eliminated.
The list of the companies consoli<strong>da</strong>ted by the full<br />
consoli<strong>da</strong>tion method is in Note 3.<br />
b) Jointly controlled companies – Proportional<br />
consoli<strong>da</strong>tion method<br />
Shareholdings in jointly controlled companies were<br />
included in the consoli<strong>da</strong>ted financial statements by<br />
the proportional consoli<strong>da</strong>tion method, from the <strong>da</strong>te<br />
when control began to be shared. According to this<br />
method, assets, liabilities, income and costs from<br />
these companies were integrated in the consoli<strong>da</strong>ted<br />
financial statements, item by item, in proportion to<br />
the amount of control attributable to the Group.<br />
If the acquisition cost surpasses the fair value of<br />
the assets and liabilities for each jointly controlled<br />
company at the acquisition <strong>da</strong>te, that excess is<br />
recognised as “goodwill” (Note 2.2.d). If there is<br />
a negative difference between acquisition cost and the<br />
fair value of net assets and liabilities acquired, this<br />
is recognised as income for the year.<br />
Whenever necessary, adjustments are made to the<br />
financial statements of jointly controlled entities<br />
to bring their accounting policies in line with those<br />
used by the Group. Transactions, balances and<br />
dividends distributed between Group companies are<br />
eliminated in the consoli<strong>da</strong>tion, in proportion to the<br />
amount of control attributable to the Group. Capital<br />
gains resulting from the sale of stakes within Group<br />
companies are also eliminated.<br />
The classification of the financial investments in<br />
jointly controlled companies is determined based on<br />
the Shareholders’<br />
Consoli<strong>da</strong>ted Financial Statements | Grupo <strong>Soares</strong> <strong>da</strong> <strong>Costa</strong>, SGPS, SA<br />
222<br />
agreements that define the joint control, in the<br />
effective percentage of shares or voting rights held.<br />
The financial interests held in Complementary<br />
Grouping of Companies (ACEs), are generally<br />
consoli<strong>da</strong>ted in the financial statements by the<br />
proportional consoli<strong>da</strong>tion method.<br />
The list of companies consoli<strong>da</strong>ted by the proportional<br />
consoli<strong>da</strong>tion method is detailed in Note 4.<br />
c) Associated Companies – Equity Method<br />
Stakes in associated companies, which are companies<br />
in which the Group has significant influence but does<br />
not have control or joint control on the companies’<br />
financial and operational decisions – in general, stakes<br />
representing 20% to 50% of share capital – are<br />
registered by the equity method.<br />
According to the equity method, shareholdings are<br />
registered at their acquisition cost adjusted by the<br />
Group’s share in Shareholders’ Equity variations<br />
(including net income) of the associated companies,<br />
and also by the gains or losses of the financial year<br />
and dividends received.<br />
If the acquisition cost surpasses the fair value of the<br />
assets and liabilities of each associated company at the<br />
<strong>da</strong>te of the acquisition, that excess is recognised<br />
as “goodwill” (Note 2.2.d). If there is a negative difference<br />
between acquisition cost and the fair value of net assets<br />
and liabilities acquired, this is recognised as income for<br />
the year.<br />
Investment in associated companies is evaluated when<br />
there are signs that assets’ value may be subject to<br />
impairment losses. Any impairment losses found are<br />
registered as costs in consoli<strong>da</strong>ted income statement.<br />
The investment in associated companies is reported as<br />
a null value when the Group corresponding percentage<br />
of accumulated losses in associated companies’ exceeds<br />
the investment value.<br />
Financial investments in associated companies are<br />
detailed in Note 5.<br />
d) Goodwill<br />
The differences between the acquisition cost of<br />
investments in Group companies and jointly controlled<br />
companies and the net balance between fair value<br />
of those companies' assets and liabilities at the<br />
acquisition <strong>da</strong>te, were recorded as intangible<br />
assets under “Goodwill” item.<br />
The goodwill does not suffer any depreciation, although<br />
every year is checked for impairment losses. Any<br />
impairment loss is immediately registered in the<br />
Consoli<strong>da</strong>ted Income Statement for the year, affecting<br />
the financial statements, and is not subsequently<br />
reverted.<br />
Differences between the acquisition cost of stakes in<br />
foreign-based Group companies, jointly controlled<br />
companies and associated companies, and the assets<br />
and liabilities’ fair value at the acquisition <strong>da</strong>te,<br />
are accounted in the reporting currency of those<br />
companies, and converted to the reporting currency<br />
of the Group (Euro) at the exchange rate in force at<br />
the time of the Consoli<strong>da</strong>ted Financial Position<br />
Statement. Exchange differences generated in this<br />
conversion are registered in Shareholders’ Equity under<br />
“Exchange Conversion Reserve”.<br />
223<br />
e) Conversion of foreign entities’ financial<br />
statements<br />
Companies operating in other countries besides<br />
Portugal, enjoying organisational, economic and<br />
financial autonomy are considered foreign entities.<br />
The foreign entities’ assets and liabilities are<br />
converted to Euros using the exchange rates at<br />
the <strong>da</strong>te of the Consoli<strong>da</strong>ted Financial Position<br />
Statement, and costs and income and cash flow<br />
are converted to Euros using the average exchange<br />
rate for the year. The resulting exchange difference<br />
is recorded in Shareholders’ Equity under “Exchange<br />
Conversion Reserve” item.<br />
The “goodwill” and fair value adjustments resulting<br />
from the acquisition of foreign entities are treated as<br />
assets and liabilities of that entity and converted to<br />
Euros according to the exchange rate at the <strong>da</strong>te of<br />
the Consoli<strong>da</strong>ted Financial Position Statement.<br />
Whenever a foreign entity is sold, the accumulated<br />
exchange difference is recognised in the Consoli<strong>da</strong>ted<br />
Income Statement as gain or loss resulting from<br />
that sale. The rates used to convert the figures of<br />
foreign entities (Group companies, jointly controlled<br />
companies or associated companies) to Euros were<br />
the following:
Exchange rate as of<br />
31 DEC 11<br />
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Average exchange rate<br />
31 DEC 11<br />
Exchange rate<br />
as of 31 DEC 10<br />
Average exchange<br />
rate 2010<br />
US Dollar EUR/USD 1,2939 1,4000 1,3362 1,3207<br />
Mozambican Metical EUR/MZN 34,665 40,370 43,305 45,645<br />
S. Tomé & Príncipe Dobra EUR/STD 24,500 24,500 24,500 24,500<br />
Angolan kwanza EUR/AOA 122,55 131,18 121,60 122,03<br />
Romanian leu EUR/ROL 4,3233 4,2399 4,2620 4,2169<br />
Israelian Shekel EUR/ILS 4,9453 5,0105 4,1406 4,9270<br />
Brazilian Real EUR/BRL 2,4159 2,3375 2,2177 2,3234<br />
UAE Dirhams EUR/AED 4,7566 5,1460 4,9095 4,8550<br />
British Pound EUR/GBP 0,8353 0,8713 - -<br />
Central African CFA EUR/CFA 656,14 656,14 656,14 656,14<br />
2.3. INvESTMENT PROPERTIES<br />
Investment properties include all the land and buildings owned to obtain rents or capital appreciation, or both,<br />
that are not for use in the production or supply of goods or services, nor for administrative purposes nor for sale<br />
as part of the business <strong>da</strong>ily management.<br />
Investment properties are registered at their acquisition cost. By the time financial statements were transposed<br />
to the IAS/IFRS framework (01 January 2004), materially relevant investment properties were adjusted to<br />
reflect their fair value at conversion <strong>da</strong>te (“deemed-cost”).<br />
Costs incurred related with the use of investment properties, namely, maintenance, repairs, insurance, and<br />
property tax (Local Property Tax), are recognised as costs in the Consoli<strong>da</strong>ted Income Statement for the<br />
respective financial year. Improvements expected to generate future additional economic benefits are capitalized<br />
under “Investment properties”.<br />
The depreciation method used for investment property is straight-line depreciation method, using a depreciation<br />
rate for a useful working life of 100 years.<br />
2.4. FIXED TANGIBlE ASSETS<br />
Tangible fixed assets acquired up to 31 December 2003, the transition <strong>da</strong>te to IAS/IFRS, are registered at<br />
“deemed cost”, minus depreciations and impairment losses. The “deemed cost” was determined as follows:<br />
• TLand and buildings – Market value as of 31 December 2003 determined by independent assessment<br />
- J. Curvelo, L<strong>da</strong>..;<br />
• Basic equipment – Market value as of 31 December 2003, determined by internal assessment of assets from<br />
a user perspective, audited by an external assessment<br />
of an independent body – J. Curvelo, L<strong>da</strong>.;<br />
• Others – Acquisition cost or acquisition cost<br />
revaluated in accor<strong>da</strong>nce with the principles generally<br />
accepted in Portugal.<br />
Assets acquired after 31 December 2003, are recorded<br />
at acquisition cost minus accumulated depreciations<br />
and impairment losses.<br />
Depreciations are calculated on a straight line basis<br />
once the assets start to be used and are applied<br />
systematically throughout the useful life of the assets,<br />
which is determined in function of the expected use of<br />
the asset by the Group, the asset’s wear and tear, the<br />
likelihood of technical obsolescence and the residual<br />
value attributable. The residual value attributable to<br />
the asset is determined on the basis of estimated value<br />
recoverable at the end of its useful life.<br />
The depreciation rates correspond to the following<br />
estimated useful life periods:<br />
Useful life<br />
Buildings 8 - 100<br />
Basic equipment 2 - 20<br />
Other tangible as sets 3 - 10<br />
Fixed tangible assets in progress are registered at<br />
acquisition or production cost, minus any impairment<br />
losses.<br />
Gains and losses from the sale or disposal of tangible<br />
fixed assets are determined as the difference between<br />
225<br />
the alienation price and the net accounting value at<br />
the time of the sale/disposal, and are registered in the<br />
Consoli<strong>da</strong>ted Income Statement as “other operational<br />
gains” or “other operational losses”.<br />
2.5. INTANGIBlE ASSETS<br />
Intangible assets, with the exception of “goodwill”, are<br />
registered at acquisition cost, minus accumulated<br />
depreciations and impairment losses. Intangible assets<br />
are only recognised if they are likely to produce future<br />
economic benefits to the Group, if they are controlled<br />
by the Group and if their value can be reasonably<br />
measured.<br />
Yearly depreciations for intangible assets are<br />
registered in the Consoli<strong>da</strong>ted Income Statement<br />
under “Depreciations and amortisation costs and<br />
impairment losses”. The depreciation method used<br />
for intangible assets with a finite useful life is the<br />
straight-line depreciation method. A useful life of<br />
between 3 and 5 years is used for these assets, except<br />
for the charges related with concession agreements<br />
which are amortized according to the straight line<br />
basis over 12-month periods during the concession<br />
period.<br />
2.6. FINANCIAl ASSETS AND lIABIlITIES<br />
a) Financial investments<br />
Financial investments are recognized at the <strong>da</strong>te the<br />
risks and rewards inherent to them are transferred.<br />
They are initially registered at acquisition price, i.e.<br />
the fair value of the price paid including transaction
expenses.<br />
Financial investments are classified into investments<br />
held until maturity and investments evaluated at fair<br />
value through results.<br />
Following the initial recognition, investments stated<br />
at fair value through results are revaluated at their fair<br />
value, without deducting any transaction costs that<br />
may have been incurred on the sale. Investments in<br />
Equity instruments not listed in regulated financial<br />
markets, and for which fair value cannot be reliably<br />
estimated, are accounted at acquisition cost deducted<br />
from eventual impairment losses.<br />
Gains or losses arising from a change of the fair value<br />
of investments evaluated at fair value through results<br />
are registered in the Consoli<strong>da</strong>ted Income Statement<br />
for the year.<br />
b) Accounts receivable<br />
Accounts receivable are registered at their nominal<br />
value minus any impairment losses, recognised under<br />
“Impairment losses” in accounts receivable, so that<br />
they reflect the realisable net value.<br />
c) loans<br />
Loans are registered as liabilities at their nominal<br />
value.<br />
Any inherent costs that are paid in advance, are<br />
recognised linearly in the Consoli<strong>da</strong>ted Income<br />
Statement for the year up to the loan maturity,<br />
classified under ”Other current assets”.<br />
Financial costs associated with interests and similar<br />
costs (namely stamp duty), are registered in the<br />
Consoli<strong>da</strong>ted Income<br />
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226<br />
Statement according to the Matching Principle, with<br />
any amounts due and not paid at the <strong>da</strong>te of the<br />
Consoli<strong>da</strong>ted Financial Position Statement being<br />
classified under “Other current liabilities”.<br />
d) Accounts payable<br />
Accounts payable are registered at nominal value.<br />
Usually these debts do not pay interest.<br />
e) Discounted bills of exchange and accounts<br />
receivable in "factoring”<br />
Discounted bills of exchange and accounts receivable<br />
sold to factoring companies (with recourse) are<br />
registered in assets at their nominal value, being the<br />
advance already registered as a liability.<br />
Interest charges are recognised in accor<strong>da</strong>nce with the<br />
Matching Accounting Principle.<br />
f) Cash and equivalents<br />
The amounts included under “Cash and equivalents”<br />
correspond to cash, bank deposits and term deposits<br />
and other short term cash applications.<br />
2.7. lEASES<br />
Lease contracts are classified as:<br />
• Financial leases if all risks and advantages inherent<br />
to ownership are substantially transferred;<br />
• Operational leases if all risks and advantages<br />
inherent to ownership are not substantially<br />
transferred.<br />
Classification of leases as financial or operational is<br />
decided in accor<strong>da</strong>nce with the substance and not<br />
the form of the contract.<br />
The values of fixed assets acquired through financial<br />
lease contracts are registered as assets and their<br />
respective cost is registered as a liability. The<br />
depreciation of these assets, calculated as per 2.4<br />
supra, are registered as depreciations for the year.<br />
The capital repayment included in rents paid is<br />
registered as reductions to those responsibilities while<br />
interests included are registered as financial expenses<br />
for the respective year.<br />
In the case of operational leases, rents due are<br />
recognised as a cost in the Consoli<strong>da</strong>ted Income<br />
Statement throughout the period of the leasing<br />
contract under “External supplies and services”.<br />
2.8. INvENTORIES<br />
Inventories, raw materials and consumables are valued<br />
at either acquisition cost or net realizable value,<br />
whichever is lower.<br />
In the movement of raw materials and consumables,<br />
these are valued at average weighted cost.<br />
Finished and semi-finished products, sub-products<br />
and products and work in progress are valued<br />
at either production cost or net realizable value,<br />
whichever is the lower. Production costs include the<br />
cost of raw material, direct labour costs and general<br />
manufacturing costs. The cost method considered is<br />
the average cost.<br />
The net realizable value is the regular sale price minus<br />
finishing and marketing expenses.<br />
227<br />
2.9. FINANCIAl COSTS IN lOANS OBTAINED<br />
Financial costs related to loans obtained are generally<br />
recognised as a cost according to the Matching<br />
Accounting Principle.<br />
Pursuant to the terms of IAS 23, financial costs from<br />
loans associated with the acquisition, construction or<br />
production of fixed assets, or associated with motorway<br />
concessions or real estate projects classified under<br />
inventories are capitalised and comprised in asset’s<br />
cost. Capitalisation of these charges begins once<br />
preparation for the construction activity or<br />
development of the asset has begun, and is interrupted<br />
once the asset production ends, or when the project in<br />
question is suspended.<br />
In 2011, 3,407,383 euros of financial charges were<br />
capitalised as part of the cost of tangible fixed assets.<br />
As of December 31, 2011, 11,439,704 Euros were<br />
capitalised as part of the net cost of tangible fixed<br />
assets in the consoli<strong>da</strong>ted financial statements of the<br />
Group.<br />
2.10. PROvISIONS<br />
Provisions are recognised when the Group has<br />
a present obligation (legal or constructive) as a result<br />
of a past event, which may result in a cash outflow<br />
for which a reliable estimate can be done. Provisions<br />
are revaluated at each Consoli<strong>da</strong>ted Financial Position<br />
Statement closing <strong>da</strong>te and are adjusted to reflect the<br />
best estimate at that <strong>da</strong>te.<br />
2.11. INCOME TAX<br />
Income tax is calculated on the basis of the taxable<br />
income (which differ from accounting net income)
of the companies included in consoli<strong>da</strong>tion, in<br />
accor<strong>da</strong>nce with the tax rules in force in each company<br />
head office location country.<br />
Deferred taxes refer to the temporary differences<br />
between the accounting and figures for tax purposes in<br />
terms of assets and liabilities.<br />
Deferred taxes assets and liabilities, are calculated and<br />
annually assessed using the tax rates expected to be<br />
in force at the reversion <strong>da</strong>te of temporary differences.<br />
Deferred taxes assets are registered when there are<br />
reasonable prospects of sufficient taxable income for<br />
them to be used.<br />
At the closing <strong>da</strong>te of the Consoli<strong>da</strong>ted Financial<br />
Position Statement, the temporary differences<br />
underlying assets for deferred taxes are re-assessed<br />
in order to recognise assets for deferred taxes not<br />
previously registered as those failed to meet the<br />
conditions for registration, and/or to reduce their<br />
amount according to the current expectations of<br />
future recovery.<br />
Deferred taxes are registered as loss or income in each<br />
year, except if they arise from transactions or events<br />
registered in equity, in which case deferred tax is also<br />
registered under those same items.<br />
2.12. CONSOlIDATED FINANCIAl POSITION STATEMENT<br />
Realisable assets and deman<strong>da</strong>ble liabilities, to be<br />
due past the closing <strong>da</strong>te of Consoli<strong>da</strong>ted Financial<br />
Position Statement, are accounted as non-current<br />
assets and liabilities, respectively.<br />
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228<br />
2.13. RECOGNITION OF COSTS AND INCOME<br />
a) Construction contracts<br />
For the recognition of income and expenses of<br />
construction contracts, it has been adopted the<br />
percentage of completion method. According to this<br />
method, income directly related to work in progress<br />
is recognised in the Consoli<strong>da</strong>ted Income Statement<br />
in accor<strong>da</strong>nce with the percentage of completion of<br />
the work, which is determined by the ratio between<br />
expenses incurred at the time of the financial<br />
statements and total estimated expenses for the work.<br />
The differences between income accounted through<br />
the application of this method and the invoices<br />
issued are recorded under “Other current assets” or<br />
“Other current liabilities”, according to the nature of<br />
the difference. Income and expenses related with the<br />
promotion of real-estate are deferred in the balance<br />
until the respective execution has been fully<br />
or substantially terminated.<br />
Variations in the value of works compared with<br />
the contracted price are recognised in each year’s<br />
Consoli<strong>da</strong>ted Income Statement when it is highly<br />
possible that the client will approve the amount arising<br />
from that variation, and that this can be reliably<br />
measured.<br />
Claims for reimbursement of expenses not included<br />
in the contract price are included as revenues when<br />
negotiations are at an advanced stage and it is<br />
probable that the client will accept the claim, and that<br />
it is reliably measurable.<br />
b) Real estate projects<br />
Recognition of sales in real estate projects is done<br />
when the legal transfer of the property occurs, or,<br />
exceptionally, when possession or inherent risks of the<br />
property are transferred to the promissory buyer and<br />
the sale is considered to be irreversible.<br />
c) Other activities<br />
Sales and services revenues, are generally accounted<br />
when they occur. Financial income from delayed<br />
payment by clients is accounted when there is<br />
significant evidence that they are recoverable.<br />
d) Costs related with bids preparation<br />
Expenses incurred with the preparation of bids are<br />
recognised in the Consoli<strong>da</strong>ted Income Statement<br />
of the financial year they occurred, since the outcome<br />
of the bid is still unknown.<br />
e) Matching Principle<br />
The Group companies record their income and<br />
expenses on an accrual basis, whereby income and<br />
expenses are recognised when they are generated<br />
independently of when they are received or paid.<br />
The differences between the amounts received and<br />
paid and the corresponding income and expenses<br />
generated are registered under “Other current assets”<br />
or “Other current liabilities”, depending on the nature<br />
of the difference.<br />
229<br />
2.14. BAlANCES AND TRANSACTIONS IN FOREIGN CURRENCy<br />
Foreign currency transactions (non-Euro) are<br />
registered at the exchange rates in force at the time of<br />
each transaction.<br />
On each balance <strong>da</strong>te, monetary assets and liabilities<br />
expressed in foreign currency are converted to Euros<br />
using the rates in force at that time.<br />
Exchange differences, both favourable and unfavourable,<br />
due to discrepancies between the exchange rates<br />
in force at the time of the transaction and those in<br />
force when payments were made or received, or as<br />
at the <strong>da</strong>te of the balance, are registered as “Other<br />
financial gains and losses” in the Consoli<strong>da</strong>ted Income<br />
Statement for the year.<br />
2.15. IMPAIRMENT OF NON-CURRENT ASSETS, EXCEPT<br />
GOODWIll<br />
An assessment of impairment is made at the time<br />
of each balance, and whenever an event or change<br />
in circumstances signals that the figure registered for<br />
the asset may not be recovered.<br />
Whenever the asset amount is higher than its<br />
recoverable value, it is recognised an impairment<br />
loss, which is registered in the Consoli<strong>da</strong>ted Income<br />
Statement.<br />
The recoverable amount is the highest figure between<br />
the net sale price and the use value. The net sale price<br />
is the amount obtained from alienating the asset in<br />
a transaction accessible to the parties involved minus<br />
the expenses directly attributable to the alienation.<br />
The value-in-use is the current value of estimated<br />
future cash flows that are expected from the constant<br />
use of the asset and its alienation at the end of its
useful life. The recoverable amount is estimated for<br />
each asset individually, or, if this is not possible, for<br />
the operational unit to which the asset belongs.<br />
A reversion of impairment losses recognised in<br />
previous years is registered when there are signs that<br />
the recognised impairment losses no longer exist or<br />
have diminished. The reversion of impairment losses<br />
is recognised in the Consoli<strong>da</strong>ted Income Statement as<br />
an operational income.<br />
However, if the impairment loss was not registered<br />
in previous years, the reversion of impairment loss is<br />
carried out up to the limit of the amount recognised<br />
(net of amortization or depreciation).<br />
2.16. CONTINGENT ASSETS AND lIABIlITIES<br />
Contingent liabilities are not recognised in the<br />
Consoli<strong>da</strong>ted Financial Statements, but are disclosed<br />
in the Notes to the accounts, unless the possibility of<br />
outflow is remote.<br />
Contingent assets are not recognised in the<br />
Consoli<strong>da</strong>ted Financial Statements, but are disclosed<br />
in the Notes to the accounts, when it is likely to occur<br />
a future economic inflow.<br />
2.17. SUBSEQUENT EvENTS<br />
Events occurring after the reporting <strong>da</strong>te, which<br />
provide additional information on the conditions<br />
existing at that <strong>da</strong>te, are reflected in the Consoli<strong>da</strong>ted<br />
Financial Statements. Events subsequent to the<br />
reporting <strong>da</strong>te which provide information on<br />
conditions occurring after that <strong>da</strong>te, if material, are<br />
disclosed in the Consoli<strong>da</strong>ted Financial Statements.<br />
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230<br />
2.18. INFORMATION By SEGMENTS<br />
The business and geographical sectors applicable to<br />
the Group’s activity are determined each year. Detailed<br />
information on this subject is included in Note 7.<br />
2.19. SUBSIDIES<br />
Government subsidies are recognized at fair value<br />
provided that there is a reasonable assurance that<br />
they will be paid and that the Group will meet the<br />
conditions to the granting of that subsidy.<br />
Operating subsidies, especially those for staff<br />
training, are registered in the Consoli<strong>da</strong>ted Income<br />
Statement according to the expenses incurred.<br />
2.20. DERIvATIvES<br />
The Group uses derivatives to cover financial risks<br />
to which is exposed, namely interest rate risk. The<br />
Group does not use such instruments for speculative<br />
purposes.<br />
Derivatives are registered at fair value. The recognition<br />
method is determined by their nature and goals.<br />
Hedge accounting<br />
The possibility of designating a derivative as a hedge<br />
instrument is regulated by IAS 39, namely regarding<br />
documentation and effectiveness.<br />
The Group uses the following criteria to classify<br />
its derivatives as cash flow hedging instruments:<br />
• The hedge is expected to efficiently offset changes<br />
in cash flow attributable to the covered risk;<br />
• The efficiency of the coverage can be reliably<br />
measured;<br />
• There is adequate documentation about the<br />
transaction to be covered at the beginning of the<br />
coverage;<br />
• The transaction subject to the coverage is highly<br />
probable.<br />
Changes in the fair value of financial instruments<br />
classified as “fair value coverage” are recognized as<br />
a financial result in the<br />
period, as well as the changes in the fair value of the<br />
assets or liabilities subject to that risk.<br />
Changes in the fair value of derivatives classified as<br />
“cash flow coverage” are recognized in “Reserves from<br />
Hedging<br />
Operations” in their effective component, and as a<br />
financial result in their non-effective component.<br />
Amounts recorded under “Reserves from Hedging<br />
Operations” are transferred to financial results in the<br />
period in which the covered item impacts results.<br />
Hedge accounting is discontinued when derivatives<br />
reach maturity, or when the instruments are sold,<br />
231<br />
the option is exercised or when the coverage ratio no<br />
longer meets the requirements of IAS 39. In situations<br />
where the derived instrument is declassified as a hedge<br />
instrument, the fair value differences accumulated and<br />
deferred in Shareholders’ Equity in the item “Reserves<br />
from Hedging Operations” are transferred to the<br />
Income Statement of that year.<br />
Changes in fair value of derivatives aiming at<br />
providing financial coverage, but that do not meet all<br />
the requirements of IAS 39 (Financial Instruments:<br />
Recognition and Measurement), and regarding the<br />
possibility of a hedge accounting, are registered<br />
in the Consoli<strong>da</strong>ted Income Statement in the period<br />
which they occur.<br />
Negotiating derivatives<br />
Changes in fair value of derivatives aiming at providing<br />
financial coverage, in accor<strong>da</strong>nce with the company’s<br />
risk management policies, but which do not comply<br />
with all the provisions of IAS 39 regarding the<br />
possibility of classification as hedge accounting,<br />
are registered in the Consoli<strong>da</strong>ted Income Statement<br />
in the period in which they occur.<br />
During the financial year, no financial instruments<br />
were reclassified..
2.21. AGREEMENTS FOR PROvISION OF SERvICES<br />
For service concession arrangements, IFRIC 12<br />
determines how the service concession operators<br />
should apply the rules on recognition and<br />
measurement by the private operator in the provision<br />
of infrastructure construction and operation under the<br />
signature of contracts concession. This interpretation<br />
was issued by the IASB in November 2008 and<br />
adopted by the<br />
European Union in March 2009, with man<strong>da</strong>tory for<br />
financial years beginning on / or after January 1,<br />
2010.<br />
This interpretation applies to activities carried out by<br />
associates of the <strong>Soares</strong> <strong>da</strong> <strong>Costa</strong> Group.Thus, the<br />
concessions operated by the associated companies<br />
Auto-Estra<strong>da</strong>s XXI and Estra<strong>da</strong>s do Zambeze are<br />
framed on the model of financial asset. The revenue<br />
and costs related to building service are treated<br />
according to IAS 11 - Construction contracts.<br />
The revenue and costs relating to operation and<br />
maintenance service are treated according to IAS 18,<br />
revenue and contractual obligations to maintain or<br />
restore the infrastructure at certain levels of capacity<br />
for the provision of public service are recorded in<br />
accor<strong>da</strong>nce with IAS 37-provisions, contingent<br />
liabilities and contingent assets.<br />
On the other hand, the associated Scutvias, CPE<br />
and <strong>Costa</strong>parques have a record of intangible assets<br />
associated with the right to operate infrastructure in<br />
return for payments and other healthcare plan made<br />
thereunder. The intangible asset is reduced through<br />
amortization over the concession period.<br />
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2.22. OWN SHARES<br />
Own shares are recorded at acquisition value as a<br />
deduction to equity. Gains or losses incurred on the<br />
sale of own shares are registered in the “Reserves and<br />
retained profits” account.<br />
2.23. OWN WORk CAPITAlISED<br />
Own work capitalised essentially refers to construction<br />
and processing work carried out for own purposes.<br />
Capitalisation of these expenses depends on the<br />
following requisites:<br />
• The work carried out is identifiable;<br />
• The work will most probably generate future<br />
economic rewards and;<br />
• The development costs can be reliably measured.<br />
2.24. MANAGEMENT OF INvESTED CAPITAl<br />
The Group manages its capital so as to assure the<br />
continuity of the Group, seeking to maximise value<br />
creation for its shareholders. The Group’s capital<br />
therefore consists of equity from shareholders<br />
(consisting of share capital that has been fully<br />
subscribed and realised, accrued capital reserves,<br />
asset revaluation reserves, foreign exchange reserves,<br />
consoli<strong>da</strong>tion differences and earnings from previous<br />
years not distributed to the shareholders), debt<br />
(recourse debt and non-recourse debt) and the funds<br />
held as cash and cash equivalents.<br />
The Group has two kinds of debt: recourse debt and<br />
non-recourse debt. The difference between these two<br />
types of debt lies in the type of liability undertaken.<br />
Recourse debts undertaken by any Group company<br />
can be enforced against the Group’s shareholders<br />
whereas non-recourse debt, undertaken exclusively<br />
in concession business awarded in a project finance<br />
context, can only be enforced against the concessionaire,<br />
meaning only the latter’s assets can be foreclosed<br />
in payment.<br />
2.25. FINANCIAl RISk MANAGEMENT<br />
Information is supplied on the Group's financial risks<br />
management is given on chapter 9 of the 2011<br />
Management <strong>Report</strong> as well as in Note 30 of the<br />
Explanatory Notes.<br />
3. Group Companies <strong>Full</strong>y Consoli<strong>da</strong>ted<br />
Group companies included in consoli<strong>da</strong>tion by the full<br />
integration method, their head offices and proportion<br />
of share capital held as of December, 31 2011:<br />
233
Consoli<strong>da</strong>ted Financial Statements | Grupo <strong>Soares</strong> <strong>da</strong> <strong>Costa</strong>, SGPS, SA<br />
234<br />
Company Headoffices Capital Held<br />
Directly Indirectly Total<br />
Grupo <strong>Soares</strong> <strong>da</strong> <strong>Costa</strong> SGPS, S.A. Rua Santos Pousa<strong>da</strong>, nº 220 4000-478 Porto<br />
Holding<br />
Company<br />
- -<br />
<strong>Soares</strong> <strong>da</strong> <strong>Costa</strong> Serviços Partilhados, S.A.<br />
Energia Própria<br />
Rua Santos Pousa<strong>da</strong>, nº 220 4000-478 Porto 100.00% - 100.00%<br />
Energia Própria, S.A.<br />
Estra<strong>da</strong> de Talaíde, lote 27, Talaíde<br />
2785-734 S. Domingos de Rana<br />
57.26% - 57.26%<br />
Self Energy Uk Southbank Technopark, 90 london Road, london, SE1 6lN<br />
Edifício Ninho de Empresas, Edifício Ninho de Empresas, Aveni<strong>da</strong> do<br />
- 78.10% 78.10%<br />
ventos do Horizonte, S.A.<br />
Mercado Abastecedor, nº 4<br />
5400-673 Outeiro Seco – Chaves<br />
- 60.00% 60.00%<br />
Self Energy Engineering & Innovation, S.A.<br />
Construction<br />
Rua de Fundões 151 Centro Empresarial e Tecnológico<br />
3700-121 São João <strong>da</strong> Madeira<br />
- 100.00% 100.00%<br />
SDC Construção SGPS, S.A. Rua Santos Pousa<strong>da</strong>, nº 220 4000-478 Porto 100.00% - 100.00%<br />
<strong>Soares</strong> <strong>da</strong> <strong>Costa</strong> América, Inc.<br />
7270 N.W. 12 TH Street, Suite PH3 - Miami - Flori<strong>da</strong><br />
33126 U.S.A.<br />
- 100.00% 100.00%<br />
Porto Construction Group, llC<br />
7270 N.W. 12 TH Street, Suite #207 - Miami - Flori<strong>da</strong><br />
33126 U.S.A.<br />
- 60.00% 60.00%<br />
<strong>Soares</strong> <strong>da</strong> <strong>Costa</strong> Construction Services, llC<br />
751 Park of Comm. Drive, Suite #108 - Boca Raton - Flori<strong>da</strong><br />
33487 U.S.A.<br />
- 80.00% 80.00%<br />
<strong>Soares</strong> <strong>da</strong> <strong>Costa</strong> Contractor, llC<br />
7270 N.W. 12 TH Street, Suite PH3 - Miami - Flori<strong>da</strong><br />
33126 U.S.A.<br />
- 100.00% 100.00%<br />
<strong>Soares</strong> <strong>da</strong> <strong>Costa</strong> Moçambique, SARl Av. Ho Chi Min nº 1178, Maputo Moçambique - 80.00% 80.00%<br />
<strong>Soares</strong> <strong>da</strong> <strong>Costa</strong> S. Tomé e Principe - Construções, l<strong>da</strong> S. Tomé e Príncipe - 100.00% 100.00%<br />
<strong>Soares</strong> <strong>da</strong> <strong>Costa</strong> Construcciones Centro Americanas, S.A. Cantón Cero Uno - S. José <strong>Costa</strong> Rica - 100.00% 100.00%<br />
Carta - Cantinas e Restauração, l<strong>da</strong> Rua Santos Pousa<strong>da</strong>, nº 220 4000-478 Porto - 100.00% 100.00%<br />
Carta - Restauração e Serviços, l<strong>da</strong> Rua Cónego Manuel <strong>da</strong>s Neves, 19 luan<strong>da</strong> - Angola - 100.00% 100.00%<br />
Soc. Construções <strong>Soares</strong> <strong>da</strong> <strong>Costa</strong>, S.A. Rua Santos Pousa<strong>da</strong>, nº 220 4000-478 Porto - 100.00% 100.00%<br />
CONTACTO - Soc. Construções, S.A. Rua Santos Pousa<strong>da</strong>, nº 220 4000-478 Porto - 100.00% 100.00%<br />
<strong>Soares</strong> <strong>da</strong> <strong>Costa</strong> Brasil - Construções, l<strong>da</strong>.<br />
Rua Bandeira Paulista, nº 600, 1º An<strong>da</strong>r, Conjunto 13,<br />
CEP 04532-001, São Paulo, Brasil<br />
- 100.00% 100.00%<br />
Santolina Holding B.v. Delairessestraat 154, 1075Hl Amster<strong>da</strong>m - 100.00% 100.00%<br />
CERENNA - Cerâmica Nacional de Angola, S.A.<br />
Município <strong>da</strong> Ingombota, Bairro Ingombota, Rua Cónego Manuel Alves <strong>da</strong>s<br />
Neves, Nº 19 - luan<strong>da</strong><br />
- 51.00% 51.00%<br />
<strong>Soares</strong> <strong>da</strong> <strong>Costa</strong>/Contacto - Modernização de Escolas, ACE Rua Santos Pousa<strong>da</strong>, nº 220 4000-478 Porto - 100.00% 100.00%<br />
GEC - Guinea Ecuatorial Construcciones, S.A.<br />
Urbanización villa Orquídea, viven<strong>da</strong> nº 4, Carretera del Aeropuerto,<br />
Malabo, Républica de Guinea Ecuatorial<br />
- 51.00% 51.00%<br />
ClEAR - Instalações Electromecânicas, S.A. Rua Santos Pousa<strong>da</strong>, nº 220 4000-478 Porto - 100.00% 100.00%<br />
ClEAR Angola, S.A. Rua Cónego Manuel <strong>da</strong>s Neves, 874 luan<strong>da</strong> - Angola - 95.00% 95.00%<br />
Coordenação & <strong>Soares</strong> <strong>da</strong> <strong>Costa</strong>, SGPS, l<strong>da</strong>.<br />
Rua Julieta Ferrão, nº 12, 13º An<strong>da</strong>r, N. Senhora de Fátima<br />
1000 lisboa<br />
- 100.00% 100.00%<br />
Prince Contracting, llC 5411 Willis Road Palmetto, Flori<strong>da</strong> 34221 - USA - 100.00% 100.00%<br />
Construções Metálicas SOCOMETAl, S.A. Rua Santos Pousa<strong>da</strong>, nº 220 4000-478 Porto - 100.00% 100.00%<br />
235<br />
Company Headoffices Capital Held<br />
Directly Indirectly Total<br />
Real Estate<br />
<strong>Soares</strong> <strong>da</strong> <strong>Costa</strong> Imobiliária, SGPS, S.A. Rua Santos Pousa<strong>da</strong>, nº 220 4000-478 Porto 100.00% - 100.00%<br />
CIAGEST - Imobiliária e Gestão, S.A. Rua Santos Pousa<strong>da</strong>, nº 220 4000-478 Porto - 100.00% 100.00%<br />
Mercados Novos - Imóveis Comerciais, l<strong>da</strong>. Rua Santos Pousa<strong>da</strong>, nº 220 4000-478 Porto - 100.00% 100.00%<br />
SOARTA - Soc Imob. <strong>Soares</strong> <strong>da</strong> <strong>Costa</strong>, S.A. Rua Santos Pousa<strong>da</strong>, nº 220 4000-478 Porto - 100.00% 100.00%<br />
HABITOP - Socie<strong>da</strong>de Imobiliária, S.A. Rua Santos Pousa<strong>da</strong>, nº 220 4000-478 Porto - 100.00% 100.00%<br />
<strong>Soares</strong> <strong>da</strong> costa Imobiliária, l<strong>da</strong><br />
Estra<strong>da</strong> Farol <strong>da</strong>s lagostas<br />
Município <strong>da</strong> Sambízanga, C. do N’Golakiluange - luan<strong>da</strong><br />
- 100.00% 100.00%<br />
Cais <strong>da</strong> Fontinha - Investimentos Imobiliários, S.A. Rua Santos Pousa<strong>da</strong>, nº 220 4000-478 Porto - 100.00% 100.00%<br />
IMOkANDANDU - Promoção Imobiliária, l<strong>da</strong>.<br />
Estra<strong>da</strong> Farol <strong>da</strong>s lagostas, Município do Sambízanga,<br />
Comuna do N’Gola kiluange - Angola<br />
- 51.00% 51.00%<br />
NAvEGAIA - Instalações Industriais S.A. Rua Santos Pousa<strong>da</strong>, nº 220 4000-478 Porto - 100.00% 100.00%<br />
IMOSEDE, l<strong>da</strong> Rua Conego Manuel <strong>da</strong>s Neves Casa nº 19 - luan<strong>da</strong> - 100.00% 100.00%<br />
<strong>Costa</strong> Sul Socie<strong>da</strong>de de Promoção Imobiliária, l<strong>da</strong> Rua Conego Manuel <strong>da</strong>s Neves Casa nº 19 - luan<strong>da</strong> - 100.00% 100.00%<br />
Hotti - Angola Hoteis, S.A.<br />
Município <strong>da</strong> Ingombota, Bairro Patrice lumumba,<br />
Rua Cônego M. <strong>da</strong>s Neves, nº 190 - luan<strong>da</strong><br />
- 50.60% 50.60%<br />
IMOSDC - Investimentos, l<strong>da</strong><br />
Concessions<br />
Rua Cónego Manuel <strong>da</strong>s Neves, 19 luan<strong>da</strong> - 100.00% 100.00%<br />
<strong>Soares</strong> <strong>da</strong> <strong>Costa</strong> Concessões, SGPS, S.A. Rua Santos Pousa<strong>da</strong>, nº 220 4000-478 Porto 100.00% - 100.00%<br />
<strong>Soares</strong> <strong>da</strong> <strong>Costa</strong> Concesiones - <strong>Costa</strong> Rica, S.A. 100 Est,200 Sul, 50 Oest - H. de la Mujer<br />
San José - <strong>Costa</strong> Rica<br />
- 100.00% 100.00%<br />
COSTAPARQUES - Estacionamentos, S.A. Rua Santos Pousa<strong>da</strong>, nº 220 4000-478 Porto - 100.00% 100.00%<br />
<strong>Soares</strong> <strong>da</strong> <strong>Costa</strong> Serviços Técnicos e de Gestão, S.A. Rua Santos Pousa<strong>da</strong>, nº 220 4000-478 Porto - 100.00% 100.00%<br />
Infraestructuras <strong>Soares</strong> <strong>da</strong> <strong>Costa</strong> <strong>Costa</strong> Rica, S.A. 100 Est,200 Sul, 50 Oest - H. de la Mujer<br />
San José - <strong>Costa</strong> Rica<br />
- 100.00% 100.00%<br />
C.P.E. - Companhia de Parque de estacionamento, S.A. Rua Julieta Ferrão, nº 12, 14º 1649 lisboa - 100.00% 100.00%<br />
Intevias - Serviços e Gestão, S.A. Rua Santos Pousa<strong>da</strong>, nº 220 4000-478 Porto - 100.00% 100.00%<br />
Hidroequador Santomense - Exploração de Centrais Hidroelétricas,<br />
l<strong>da</strong>.<br />
Av. Repatriamento dos Poveiros, nº 67, Edifício<br />
Cecominsa, Póvoa de varzim<br />
- 75.00% 75.00%<br />
Hidroelétrica STP, limita<strong>da</strong> Aveni<strong>da</strong> Água Grande, São Tomé - S. Tomé e Príncipe - 45.00% 45.00%<br />
INR - Investimentos Nacionais Rodoviários, SGPS, S.A. Rua Julieta Ferrão, nº 12, 14º 1649-039 lisboa - 100.00% 100.00%<br />
<strong>Soares</strong> <strong>da</strong> <strong>Costa</strong> Hidroenergia, S.A. Rua Santos Pousa<strong>da</strong>, nº 220 4000-478 Porto - 75.00% 75.00%<br />
<strong>Soares</strong> <strong>da</strong> <strong>Costa</strong> Hidroenergia 1T, l<strong>da</strong>. Rua Santos Pousa<strong>da</strong>, nº 220 4000-478 Porto - 75.00% 75.00%<br />
<strong>Soares</strong> <strong>da</strong> <strong>Costa</strong> Hidroenergia 4T, l<strong>da</strong>. Rua Santos Pousa<strong>da</strong>, nº 220 4000-478 Porto - 75.00% 75.00%<br />
<strong>Soares</strong> <strong>da</strong> <strong>Costa</strong> Hidroenergia 8C, l<strong>da</strong>. Rua Santos Pousa<strong>da</strong>, nº 220 4000-478 Porto - 75.00% 75.00%<br />
<strong>Soares</strong> <strong>da</strong> <strong>Costa</strong> Hidroenergia 8T, l<strong>da</strong>. Rua Santos Pousa<strong>da</strong>, nº 220 4000-478 Porto - 75.00% 75.00%<br />
<strong>Soares</strong> <strong>da</strong> <strong>Costa</strong> Concessions USA, Inc. 7270 NW 12 Street, Suite 860, Miami, Flori<strong>da</strong> 33126 EUA - 100.00% 100.00%
The list of the companies fully consoli<strong>da</strong>ted suffered<br />
the following changes during the financial year ending<br />
on 31 December 2011:<br />
• Inclusion in the consoli<strong>da</strong>tion of the company<br />
"<strong>Soares</strong> <strong>da</strong> <strong>Costa</strong> Brazil - Construction Ltd." 100%<br />
held by the Group;<br />
• Inclusion in the consoli<strong>da</strong>tion of the company<br />
"Cerenna - Cerâmica de Angola, SA", a company under<br />
Angolan law held by the Group at 51%;<br />
• Inclusion in the consoli<strong>da</strong>tion of the company<br />
"Santolina Holding BV", a company under the Dutch<br />
law held by the Group at 100%;<br />
• Increase in the participation held in the company<br />
"Coordenação & <strong>Soares</strong> <strong>da</strong> <strong>Costa</strong> SGPS, L<strong>da</strong>", a<br />
company which became wholly owned by the Group.<br />
As a result of increase in the participation the<br />
company ceased to be integrated by the proportional<br />
method and was included in the consoli<strong>da</strong>tion<br />
perimeter using the full consoli<strong>da</strong>tion method;<br />
• Merger by incorporation of the company "<strong>Soares</strong> <strong>da</strong><br />
<strong>Costa</strong> Indústria SGPS SA" in the company "<strong>Soares</strong> <strong>da</strong><br />
<strong>Costa</strong> Construção SGPS SA.". Because of this merger<br />
the financial participations held by "<strong>Soares</strong> <strong>da</strong> <strong>Costa</strong><br />
Indústria SGPS SA" have become an integral part of<br />
the segment reporting of Construction and Public<br />
Works;<br />
Consoli<strong>da</strong>ted Financial Statements | Grupo <strong>Soares</strong> <strong>da</strong> <strong>Costa</strong>, SGPS, SA<br />
236<br />
• Merger by incorporation of companies " Self Energy<br />
Serviços de Energia, S.A." and " Self Energy Solutions,<br />
S.A.” in the company "Energy Self, SGPS, SA.".<br />
Following this merger the company changed its name<br />
to "Energia Própria, S.A";<br />
• Assignment of 66% shares in the MTA – Máquinas<br />
e Tractores de Angola, Limita<strong>da</strong>. This company was<br />
consoli<strong>da</strong>ted by the equity method;<br />
• Extinction of " <strong>Soares</strong> <strong>da</strong> <strong>Costa</strong> Ambiente e Energia,<br />
S.A.", the " <strong>Soares</strong> <strong>da</strong> <strong>Costa</strong> Desenvolvimento, S.A."<br />
and "MZI L<strong>da</strong>." closed companies in the fourth quarter<br />
of 2011.<br />
4. Jointly Controlled Companies – Proportional<br />
Consoli<strong>da</strong>tion Method<br />
Jointly controlled companies included in the<br />
consoli<strong>da</strong>tion by the proportional method, their<br />
registered offices and the proportion of capital held<br />
as of 31 December 2011:<br />
237<br />
Company Headoffices Capital Held<br />
Directly Indirectly Total<br />
Construction<br />
TRANSMETRO - Construção do Metropolitano do Porto, ACE Rua Santos Pousa<strong>da</strong>, nº 220 4000-478 Porto - 50.00% 50.00%<br />
Normetro - Agrupamento do Metropolitano do Porto, ACE Rua Santos Pousa<strong>da</strong>, 300 - 7º Bonfim Porto - 17.90% 17.90%<br />
ASSOC - <strong>Soares</strong> <strong>da</strong> <strong>Costa</strong> - Construção do Estádio de Braga, ACE Av. Imacula<strong>da</strong> Conceição, 756 - Dume - 4700-034 Braga - 40.00% 40.00%<br />
Estádio de Coimbra, SC/Abrantina, ACE<br />
Casais, Eusébios, FDO, J. Gomes, Rodrigues e Névoa - <strong>Soares</strong> <strong>da</strong><br />
Rua Santos Pousa<strong>da</strong>, nº 220 4000-478 Porto - 60.00% 60.00%<br />
<strong>Costa</strong>, Construção do Estádio de Braga -<br />
Acab.e Instalações/Infraest.Interiores, ACE<br />
Av. Imacula<strong>da</strong> Conceição, 756 - Dume - 4700-034 Braga - 40.00% 40.00%<br />
Três ponto dois - T.G. Const. Civil - via e Cat Mod. linha<br />
do Norte, ACE<br />
Avª <strong>da</strong>s Forças Arma<strong>da</strong>s, 125 - 2ºC - lisboa - 50.00% 50.00%<br />
Somague, <strong>Soares</strong> <strong>da</strong> <strong>Costa</strong> - Agrupamento Construtor<br />
do Metro de Superfície, ACE<br />
Rua Engº Ferreira Dias, 164 4100-247 Porto - 50.00% 50.00%<br />
Remodelação Teatro Circo - S.C., A.B.B., D.S.T., ACE Rua Santos Pousa<strong>da</strong>, nº 220 4000-478 Porto - 50.00% 50.00%<br />
GCF - Grupo Construtor <strong>da</strong> Feira, ACE Rua do Rego lameiro, nº 38, Campanhã, 4300-454 Porto - 28.57% 28.57%<br />
GCvC, ACE Rua do Rego lameiro, nº 38, Campanhã, 4300-454 Porto - 28.57% 28.57%<br />
Mota-Engil, <strong>Soares</strong> <strong>da</strong> <strong>Costa</strong>, MonteAdriano -<br />
Matosinhos, ACE<br />
via Adelino Amaro <strong>da</strong> <strong>Costa</strong> nº 315, lugar <strong>da</strong> Guard<br />
4470-557 Moreira <strong>da</strong> Maia<br />
- 28.57% 28.57%<br />
HidroAlqueva, ACE Av. Frei Miguel Contreiras, nº 54 7º An<strong>da</strong>r, lisboa - 50.00% 50.00%<br />
Nova Estação, ACE Av. Frei Miguel Contreiras, nº 54 - 7º An<strong>da</strong>r, 1749-083 lisboa - 25.00% 25.00%<br />
<strong>Soares</strong> <strong>da</strong> <strong>Costa</strong> e lena, ACE<br />
Rua Julieta Ferrão, 12º e 13º An<strong>da</strong>r, Nossa Senhora e Fátima, 1649-039<br />
lisboa<br />
- 50.00% 50.00%<br />
Terceira On<strong>da</strong> Planejamento e Desenvolvimento, lt<strong>da</strong>.<br />
Av. Ibirapuera, 2.332, Bloco I, 9º an<strong>da</strong>r, sala 01, Ed.<br />
Torre Ibirapuera I; Moema, S. Paulo - Brasil<br />
- 50.00% 50.00%<br />
GACE - Gondomar, ACE Rua Eng. Ferreira Dias, nº 161 - Porto - 24.00% 24.00%<br />
lGC - linha de Gondomar, Construtores, ACE<br />
Rua Eng. Ferreira Dias, nº 161 Freguesia de<br />
Ramalde - Porto<br />
- 30.00% 30.00%<br />
CAET XXI - Construções, ACE Rua de Santos Pousa<strong>da</strong>, 220 Bonfim, Porto - 50.00% 50.00%<br />
Israel Metro Builders - a Registered Partnership 132 Derekh Menakhem begin, Tel-Aviv, Israel - 30.00% 30.00%<br />
lGv, Engenharia e Construção de linhas de Alta<br />
veloci<strong>da</strong>de, ACE<br />
Rua Abranches Ferrão, nº 10, 9ºF, 1600-001 lisboa - 17.25% 17.25%<br />
SOMAFEl - Engenharia e Obras Ferroviárias,<br />
S.A.<br />
Avª <strong>da</strong> República, 42 - 3º 1069-207 lisboa - 40.00% 40.00%<br />
OFM - Obras Públicas, Ferroviárias e Marítimas,<br />
S.A.<br />
Avª Columbano Bor<strong>da</strong>lo Pinheiro, 93-7º - 1000<br />
lisboa<br />
- 40.00% 40.00%<br />
Somafel e Ferrovias, ACE<br />
Avª Columbano Bor<strong>da</strong>lo Pinheiro, 93-7º - 1000<br />
lisboa<br />
- 24.00% 24.00%<br />
Somafel - Obras Ferroviárias e Marítimas lt<strong>da</strong>.<br />
Real Estate<br />
Rua Major lopes, nº 800, sala 306, Bairro S.Pedro,<br />
Belo Horizonte-Minas Gerais<br />
- 40.00% 40.00%<br />
Talatona Imobiliária, l<strong>da</strong><br />
Concessions<br />
Rua Cónego Manuel <strong>da</strong>s Neves, 19 luan<strong>da</strong> -<br />
República de Angola<br />
- 49.00% 49.00%<br />
SCUTvIAS - Autoestra<strong>da</strong>s <strong>da</strong> Beira Interior, S.A. Praça de Alvalade nº 6 7º An<strong>da</strong>r lisboa - 33.33% 33.33%<br />
OPERESTRADAS XXI, S.A. Rua Santos Pousa<strong>da</strong>, nº 220 4000-478 Porto - 50.00% 50.00%<br />
Exproestra<strong>da</strong>s XXI - AE Transmontana, S.A. Rua Santos Pousa<strong>da</strong>, nº 220 4000-478 Porto - 50.00% 50.00%<br />
Auto-Estra<strong>da</strong>s XXI - Subconcessionária, S.A. Rua Santos Pousa<strong>da</strong>, nº 220 4000-478 Porto - 50.00% 50.00%<br />
Estra<strong>da</strong>s do zambeze, S.A.<br />
Distrito Urbano 1, Bairro Central, Av. Ho Chi Min nº<br />
1178, 2º an<strong>da</strong>r, Maputo - Moçambique<br />
- 40.00% 40.00%<br />
Operadora <strong>da</strong>s Estra<strong>da</strong>s do zambeze, S.A.<br />
Distrito Urbano 1, Bairro Central, Av. Ho Chi Min nº<br />
1178, 2º an<strong>da</strong>r, Maputo - Moçambique<br />
- 40.00% 40.00%<br />
MRN - Manutenção de Rodovias Nacionais, S.A.<br />
Av. 12 de Novembro, nº 42, 1º Direito 6005-001<br />
Alcains - Castelo Branco<br />
- 33.33% 33.33%<br />
Portvias - Portagem de vias, S.A.<br />
Aveni<strong>da</strong> 12 de Novembro, 42, 1º Dto, 6005 001<br />
Alcains - Castelo Branco<br />
- 33.33% 33.33%
The list of the companies proportionally consoli<strong>da</strong>ted suffered the following changes during the financial year<br />
ending on 31 December 2011:<br />
Consoli<strong>da</strong>ted Financial Statements | Grupo <strong>Soares</strong> <strong>da</strong> <strong>Costa</strong>, SGPS, SA<br />
238<br />
• Inclusion in the consoli<strong>da</strong>tion perimeter of the company “<strong>Soares</strong> <strong>da</strong> <strong>Costa</strong> e Lena, ACE” in which the Group has<br />
a 50% participation;;<br />
• Increase in the participation held in the company “Coordenação & <strong>Soares</strong> <strong>da</strong> <strong>Costa</strong>, SGPS, L<strong>da</strong>.”, a company<br />
which became wholly owned by the Group. As a result of increase in the participation the company ceased<br />
to be integrated by the proportional method and was included in the consoli<strong>da</strong>tion perimeter using the full<br />
consoli<strong>da</strong>tion method;<br />
• Extintion of the company “Acestra<strong>da</strong> – Construção de Estra<strong>da</strong>s, ACE”, a company closed during the second<br />
quarter of 2011;<br />
• Inclusion in the consoli<strong>da</strong>tion perimeter of the company “Terceira On<strong>da</strong> Planejamento e Desenvolvimento<br />
LTDA”, in which the Group has a 50% participation.<br />
As of 31 December 2011 the amounts, weighted for the percentage of joint control, of the current assets, non<br />
current assets, current liabilities, non current liabilities, income and expenses related with the jointly controlled<br />
companies were as follows:<br />
239<br />
Company Assets Liabilities Costs Net income<br />
ASSOC - <strong>Soares</strong> <strong>da</strong> <strong>Costa</strong> - Construção do Estádio de Braga, ACE 73,571 73,571 124 -<br />
Autoestra<strong>da</strong>s XXI - Subconcessionária, S.A. 215,341,433 224,549,051 133,210,524 463,997<br />
CAET XXI - Construções, ACE 44,762,995 36,261,021 119,969,155 6,071,353<br />
Casais, Eusébios, FDO, J. Gomes, Rodrigues e Névoa - <strong>Soares</strong> <strong>da</strong> <strong>Costa</strong>, ACE 23,178 - 61 76<br />
Estádio de Coimbra, SC/Abrantina, ACE 297,712 297,712 4,561 -<br />
Estra<strong>da</strong>s do zambeze, S.A. 19,491,717 18,680,462 11,525,097 204,160<br />
Expoestra<strong>da</strong>s XXI - AE Transmontana, S.A. 6,015,775 6,008,122 4,002,141 (22,650)<br />
GACE - Gondomar, ACE 2,638,708 2,638,708 2,174,910 -<br />
GFC - Grupo Construtor <strong>da</strong> Feira, ACE 367,733 367,733 - -<br />
GCvC, ACE 953,323 953,323 4,100,414 -<br />
HidroAlqueva, ACE 4,210,480 4,222,344 21,145,854 (7,215)<br />
Israel Metro Builders - a Registered Partnership 4,282,553 4,282,553 - -<br />
lGC - linha de Gondomar, Construtores, ACE 4,418,296 2,823,187 1,153,625 4,359<br />
lGv - Engenharia e Construção de linhas de Alta veloci<strong>da</strong>de, ACE 9,988,950 9,788,482 1,440,338 133,310<br />
Mota-Engil, <strong>Soares</strong> <strong>da</strong> <strong>Costa</strong>, MonteAdriano - Matosinhos, ACE 1,299,041 1,299,041 6,444,847 -<br />
MRN - Manutenção de Rodovias Nacionais, S.A. 8,505,878 4,098,030 9,581,032 4,404,434<br />
Normetro - Agrupamento do Metropolitano do Porto, ACE 3,490,375 3,473,944 258,135 16,431<br />
Nova Estação, ACE 2,355,934 2,357,101 5,442,990 (681)<br />
OFM - Obras Públicas, Ferroviárias e Marítimas, S.A. 6,504,163 4,764,223 6,060,298 (546,660)<br />
Operadora <strong>da</strong>s Estra<strong>da</strong>s do zambeze 927,598 800,722 512,105 14,891<br />
Operestra<strong>da</strong>s XXI, S.A. 4,111,633 1,991,468 2,338,565 2,071,651<br />
Portvias - Portagem de vias, S.A. 8,377,772 8,252,287 542,879 108,820<br />
Remodelação Teatro Circo - S.C., A.B.B., D.S.T., ACE 1,726,606 1,726,606 2,700 -<br />
SCUTvIAS - Autoestra<strong>da</strong>s <strong>da</strong> Beira Interior, S.A. 239,598,155 215,673,873 35,668,100 4,203,939<br />
<strong>Soares</strong> <strong>da</strong> <strong>Costa</strong> e lena, ACE 177,955 177,955 337,307 -<br />
SOMAFEl - Engenharia e Obras Ferroviárias, S.A. 19,568,319 7,504,529 9,829,155 (1,266,934)<br />
Somafel - Obras Ferroviárias e Marítimas lt<strong>da</strong>. 212,086 412,690 213,200 (212,752)<br />
Terceira On<strong>da</strong> Planejamento e Desenvolvimento, lt<strong>da</strong>. 2,750,385 2,438,283 3,583,496 322,356<br />
Somague, <strong>Soares</strong> <strong>da</strong> <strong>Costa</strong> - Agrupamento Construtor do Metro de Superfície, ACE 311,171 311,171 8,975 -<br />
Talatona Imobiliária, l<strong>da</strong> 28,501,004 30,243,114 4,737,646 (310,088)<br />
TRANSMETRO - Construção do Metropolitano do Porto, ACE 6,502,583 5,750,430 690,289 22,282<br />
Três ponto dois - T.G. Const. Civil - via e Cat Mod. linha do Norte, ACE 488,569 339,309 78,499 149,260<br />
At the reporting <strong>da</strong>te there are no contingent commitments or capital commitments related with the jointly<br />
controlled companies.
Consoli<strong>da</strong>ted Financial Statements | Grupo <strong>Soares</strong> <strong>da</strong> <strong>Costa</strong>, SGPS, SA<br />
240<br />
5. Companies Included in Consoli<strong>da</strong>tion by the Equity Method<br />
Companies included in consoli<strong>da</strong>tion by the equity method, their registered offices and the proportion of capital<br />
held as of December 31, 2011:<br />
Company Headoffices Capital Held<br />
Energia Própria<br />
Directly Indirectly Total<br />
Self Energy Moçambique, S.A. Aveni<strong>da</strong> kenneth kaun<strong>da</strong>, nº 403 Maputo – Moçambique - 45.00% 45.00%<br />
larvick Reliable, S.l. Av. Finestrat, S/N, Edificio la Cala, local 10, 03509 Finestrat - 49.50% 49.50%<br />
UTE Efacec – Self Energy, ley 18/1982<br />
Aveni<strong>da</strong> de la Industria 4, Edf. 1, 2-2C<br />
28108 Alcoben<strong>da</strong>s - Madrid<br />
- 50.00% 50.00%<br />
My Watt, l<strong>da</strong> Rua Julieta Ferrão, nº 12, lisboa - 50.00% 50.00%<br />
Reflexos Púrpura, l<strong>da</strong> Rua Julieta Ferrão, nº 12, lisboa - 50.00% 50.00%<br />
Construction<br />
Grupul Portughez de Constructii S.R.l. 10873 Bucharest - Roménia - 50.00% 50.00%<br />
CFE Indústria de Condutas, S.A. Rua Particular Joaquim Silva, 480 Sobrado - valongo - 33.33% 33.33%<br />
Constructora San José - Caldera, S.A. <strong>Costa</strong> Rica - 17.00% 17.00%<br />
SDC Emirates Construction, l.l.C. Abu Dhabi - Emirados Árabes Unidos - 49.00% 49.00%<br />
MTA - Máquinas e Tratores de Angola, l<strong>da</strong><br />
Rua Cônego Manuel <strong>da</strong>s Neves, casa 19, Bairro<br />
Patrice lumumba - Angola<br />
- 34.00% 34.00%<br />
Alsoma, AEIE 3 Av André Malrau 92300 levallois Perret - 18.00% 18.00%<br />
Traversofer Industrie & Services Ferroviaires, SARl 27 Chemin du Reservoir - Hydra - Alger - 20.00% 20.00%<br />
Concessions<br />
Metropolitan Transportation Solutions, ltd. 14 Hamelecha Street, Park Afek, Rosh Haya’in Israel - 20.00% 20.00%<br />
GAyAEXPlOR - Construção e Exploração<br />
de Parques de Estacionamento, l<strong>da</strong>.<br />
Rua Santos Pousa<strong>da</strong>, nº 220 4000-478 Porto - 25.00% 25.00%<br />
INDÁQUA - Indústria e Gestão de Águas, S.A. Rua Antero de Quental, 221-3º Sala 303 - 4455-586 Perafita - 28.57% 28.57%<br />
INDÁQUA MATOSINHOS - Gestão de Águas<br />
de Matosinhos, S.A.<br />
Rua 1º de maio, nº 273 4451-956 Matosinhos - 28.14% 28.14%<br />
Indáqua vila do Conde - Gestão de Águas<br />
de vila do Conde, S.A.<br />
Indáqua Feira - Indústria de Àguas de Santa Maria<br />
<strong>da</strong> Feira, S.A.<br />
Praça luís de Camões, 9, 3º 1480-719 vila do Conde - 28.00% 28.00%<br />
Rua Dr. Elísio de Castro, nº 37 - Santa Maria <strong>da</strong> Feira - 27.07% 27.07%<br />
241<br />
In the companies Constructora San José - Caldera, SA and Alsoma EEIG, the Group considers to have significant<br />
influence on these shares since they have the power to participate in making financial and operating policies of<br />
these companies.<br />
During the year ended December 31, 2011 the following changes in the companies included in the consoli<strong>da</strong>tion<br />
by the equity method:<br />
• Alienation of the 34% participation held in the company “Mini-Price Hotels (Porto), S.A.”;<br />
• The company “MTA – Máquinas e Tractores de Angola, Lt<strong>da</strong>” is now consoli<strong>da</strong>ted by equity method, after the<br />
sale of a 66% share;<br />
• Inclusion in the consoli<strong>da</strong>tion perimeter of the company “MY WATT, LDA”, a company held by Energia Própria,<br />
S.A. at 50%;<br />
• Inclusion in the consoli<strong>da</strong>tion perimeter of the company “REFLEXOS PÚRPURA, LDA”, a company held by<br />
Energia Própria, S.A. at 50%.
As of December 31, 2011 the total amount of assets, liabilities, revenues and profits of companies included<br />
in consoli<strong>da</strong>tion by the equity method were as follows:<br />
Company<br />
Consoli<strong>da</strong>ted Financial Statements | Grupo <strong>Soares</strong> <strong>da</strong> <strong>Costa</strong>, SGPS, SA<br />
242<br />
Assets Liabilities Shareholders<br />
equity<br />
Income Net income<br />
INDÁQUA - Indústria e Gestão de Águas, S.A. 64,955,551 48,807,586 16,147,964 8,223,845 707,483<br />
Traversofer Industrie & Services Ferroviaires 25,051 25,075 (24) 64,252 (11,975)<br />
GAyAEXPlOR - Construção e Exploração de Parques<br />
Estacionamento, l<strong>da</strong><br />
265,326 243,002 22,324 - (1,936)<br />
Alsoma, AEIE (a) 1,841,905 488,842 1,353,063 768,301 252,214<br />
Grupul Portuguhez de Constructii S.R.l. 3,395,325 3,952,517 (557,192) 24,024 (14,667)<br />
MTA - Máquinas e Tratores de Angola, l<strong>da</strong> 1,096,520 818,071 278,449 536,293 (451,830)<br />
Indáqua Matosinhos, S.A. 57,793,201 58,117,659 (324,458) 31,390,637 (52,263)<br />
Indáqua vila do Conde, S.A. 43,918,460 41,893,813 2,024,647 19,214,936 (15,591)<br />
Indáqua Feira, S.A. 103,080,232 91,835,334 11,244,898 23,743,335 (584,243)<br />
CFE - Indústria de Condutas, S.A. 614,460 539,082 75,378 429,214 (171,099)<br />
SDC Emirates, llC 2,100 1,261 839 242 (67,086)<br />
Metropolitan Transportation Solutions, ltd. (b) 47,091,957 47,035,317 56,640 - -<br />
Construtora - S. José Caldera, S.A. 23,419,646 13,845,843 9,573,803 17,002,360 2,247,348<br />
Self Energy Moçambique S.A. 3,106,355 2,948,824 157,531 1,046,249 79,993<br />
larvick Reliable, R. l. 121,579 142,353 (20,774) 103,059 35,260<br />
Ute Efacec/Self Energy, ley 18/1982 702,605 966,458 (263,853) 2,296,719 (1,117,005)<br />
My Watt, l<strong>da</strong> 1,016,121 1,011,793 4,328 - (672)<br />
Reflexos Púrpura, l<strong>da</strong> 811,640 811,000 640 - (360)<br />
(a) 31/03/2011<br />
(b) 30/09/2011<br />
During the period ended December 31, 2011 there was no record of impairment losses on these investments<br />
since there is no evidence of its existence.<br />
6. Companies Not Included in Consoli<strong>da</strong>tion<br />
Companies not included in the consoli<strong>da</strong>tion, as they are not material to the reported results, their registered<br />
offices and the proportion of capital held as of December 31, 2011:<br />
Company Head offices Capital Held<br />
Construção Estação Tratamento <strong>da</strong>s Águas do<br />
Paiva, ACE<br />
GPCC - Grupo Português de Construção de<br />
Infraestruturas de Gás Natural, ACE<br />
GPCIE - Grupo Português de Construção de<br />
Infrestruturas <strong>da</strong> Expo, ACE<br />
Grupo Construtor do Edifício Gil Eanes, ACE<br />
Molinorte linha do Norte - Construção Civil,<br />
ACE<br />
243<br />
Directly Indirectly Total<br />
Av. Fabril do Norte, 1601 - Matosinhos - 50.00% 50.00%<br />
Rua Santos Pousa<strong>da</strong>, nº 220 4000-478 Porto - 25.00% 25.00%<br />
Quinta de Beirolas - Estaleiro Moscavide (Parque<br />
Expo) Stª Maria dos Olivais - 2685 Sacavém<br />
Edifício Gil Eanes, Expo 98, lotes 1.13.03 e 1.14.01 -<br />
Sta.Maria dos Olivais<br />
- 25.00% 25.00%<br />
- 50.00% 50.00%<br />
Rua Santos Pousa<strong>da</strong>, nº 220 4000-478 Porto - 23.50% 23.50%<br />
<strong>Soares</strong> <strong>da</strong> <strong>Costa</strong>, Engil, ACE - (Hosp. De Tomar) Rua Santos Pousa<strong>da</strong>, nº 220 4000-478 Porto - 50.00% 50.00%<br />
The companies listed above are complementary group of companies whose projects are virtually complete.<br />
The assets, liabilities, expenses revenue and profits of these companies as of December 31, 2011 are as follows:<br />
Company % Participation Assets Liabilities Costs Income<br />
Construção Estação Trat. Das Águas do Paiva, ACE 50.00% 34,395 34,395 164 164<br />
GPCC - Grupo Português de Construção de Infraestruturas<br />
de Gás Natural, ACE<br />
GPCIE - Grupo Português de Construção de Infraestruturas<br />
<strong>da</strong> Expo, ACE<br />
25.00% 312,468 312,468 15,597 15,597<br />
25.00% 188,746 188,746 36,353 36,353<br />
Grupo Construtor do Edifício Gil Eanes, ACE 50.00% 62,922 62,922 211 211<br />
Molinorte linha do Norte - Construção Civil, ACE 23.50% 170,786 170,786 - -<br />
<strong>Soares</strong> <strong>da</strong> <strong>Costa</strong>, Engil, ACE - (Hosp. de Tomar) 50.00% 111,944 111,944 - -
7. Information by Segment<br />
Based on the consoli<strong>da</strong>ted financial information for each business area, shows the following breakdown of the<br />
results and segment assets and liabilities as of December 31, 2011:<br />
Consoli<strong>da</strong>ted Financial Statements | Grupo <strong>Soares</strong> <strong>da</strong> <strong>Costa</strong>, SGPS, SA<br />
244<br />
Construction Real Estate Concessions Energia<br />
Própria<br />
Holding and<br />
other<br />
Eliminations Consoli<strong>da</strong>ted<br />
Turnover<br />
External to the Group 677,072,416 2,567,667 185,081,333 8,587,359 239,273 - 873,548,049<br />
Intragroup 119,135,461 4,582,060 2,522,232 - 13,334,975 (139,574,728) -<br />
Total turnover 796,207,878 7,149,727 187,603,566 8,587,359 13,574,248 (139,574,728) 873,548,049<br />
Operational result by segment 29,430,998 2,499,990 29,004,926 (2,183,562) (232,038) 366,820 58,887,135<br />
Unallocated costs -<br />
OPERATIONAL RESULTS<br />
(CONTINUED ACTIVITY)<br />
29,430,998 2,499,990 29,004,926 (2,183,562) (232,038) 366,820 58,887,135<br />
Discontinued activity net income<br />
Interest paid (25,342,628) (3,977,689) (33,384,301) (161,010) (14,575,410) 21,853,425 (55,587,613)<br />
Interest received 12,798,760 129,971 10,913,126 4,200 12,737,535 (22,142,177) 14,441,415<br />
Net income from associated companies 355,017 - 201,644 (391,095) - - 165,566<br />
Other financial costs/ income (4,687,770) 457,912 (5,564,502) (128,345) 2,564,222 (3,460,507) (10,818,991)<br />
Income tax (4,475,955) 407,230 (2,021,424) 980,906 715,373 (352,340) (4,746,210)<br />
REGULAR ACTIVITY RESULTS 8,078,422 (482,586) (850,532) (1,878,906) 1,209,681 (3,734,779) 2,341,301<br />
Minorities 673,706 (26,932) 119,392 - - (800,877) (34,711)<br />
NET INCOME ATTRIBUTABLE<br />
TO THE GROUP<br />
7,404,717 (455,655) (969,923) (1,878,906) 1,209,681 (2,933,903) 2,376,012<br />
Other <strong>da</strong>ta<br />
Assets 1,150,832,655 161,356,679 635,654,067 22,739,334 544,645,679 (773,542,885) 1,741,685,530<br />
Financial invesments 6,058,517 78,984 18,214,280 621,874 - (2,966,249) 22,007,406<br />
CONSOLIDATED TOTAL ASSETS 1,763,692,936<br />
liabilities 976,271,839 83,700,998 716,300,302 19,484,390 332,051,742 (480,638,827) 1,647,170,444<br />
CONSOLIDATED TOTAL LIABILITIES 1,647,170,444<br />
Depreciations 17,258,738 1,287,999 14,248,275 80,784 925,136 (9,050) 33,791,882<br />
Other non cash costs (besides depreciations) 1,555,338 312,985 16,342 51,566 - - 1,936,230<br />
Intantigle and tangible assets acquisitions 17,726,124 109,310 8,024,232 672,369 310,292 - 26,842,327<br />
The breakdown of results, assets and liabilities by segment as of December 31, 2010 was as follows:<br />
245<br />
Construction Real Estate Concessions Holding and<br />
other<br />
Eliminations Consoli<strong>da</strong>ted<br />
Turnover<br />
External to the Group 781,650,921 9,597,845 102,146,196 133,199 - 893,528,161<br />
Intragroup 67,499,698 5,038,799 8,317 11,156,620 (83,703,434) -<br />
Total Turnover 849,150,620 14,636,644 102,154,513 11,289,819 (83,703,434) 893,528,161<br />
Operational Result by Segment 32,298,674 3,886,101 19,876,079 (2,822,123) (3,345,385) 49,893,346<br />
Unallocated costs -<br />
OPERATIONAL RESULTS (CONTINUED ACTIVITY)<br />
Discontinued activity net income<br />
32,298,674 3,886,101 19,876,079 (2,822,123) (3,345,385) 49,893,346<br />
Interest paid (18,415,955) (4,609,907) (25,550,836) (10,076,949) 12,168,859 (46,484,789)<br />
Interest received 13,905,138 75,733 3,962,573 6,332,372 (13,829,078) 10,446,738<br />
Net income from associated companies (94,349) 7,960 435,498 - 241 349,349<br />
Other financial costs/income (9,511,750) (376,167) (7,211,732) 33,088,149 (13,839,783) 2,148,718<br />
Income tax (4,332,851) 324,691 1,466,037 1,332,071 886,527 (323,524)<br />
REGULAR ACTIVITY RESULTS 13,848,907 (691,589) (7,022,381) 27,853,520 (17,958,619) 16,029,838<br />
Minorities 433,559 (23,938) (9,115) - - 400,507<br />
NET INCOME ATTRIBUTABLE TO THE GROUP 13,415,347 (667,651) (7,013,267) 27,853,520 (17,958,619) 15,629,331<br />
Other <strong>da</strong>ta<br />
Assets 1,107,628,502 156,618,994 489,959,537 510,821,728 (627,749,322) 1,639,279,439<br />
Financial invesments 3,316,349 377,496 18,322,020 599,476 (613,252) 22,002,089<br />
CONSOLIDATED TOTAL ASSETS 1,661,281,528<br />
liabilities 963,775,658 80,927,103 549,777,602 292,176,724 (364,936,882) 1,521,720,205<br />
CONSOLIDATED TOTAL LIABILITIES 1,521,720,205<br />
Depreciations 18,375,301 1,259,318 14,105,272 960,321 (151,633) 34,548,579<br />
Other non cash costs (besides depreciations) 3,874,706 502,709 19,946 - (282,356) 4,115,004<br />
Intantigle and tangible assets acquisitions 25,141,322 1,714,927 11,726,643 5,709,709 - 44,292,600<br />
Intragroup transactions are done at market values.
Sales and services breakdown by geographical market:<br />
Consoli<strong>da</strong>ted Financial Statements | Grupo <strong>Soares</strong> <strong>da</strong> <strong>Costa</strong>, SGPS, SA<br />
246<br />
Turnover by geographical market 31 DEC 11 % 31 DEC 10 %<br />
Portugal 328,856,787 37.65% 380,200,375 42.55%<br />
Angola 325,447,093 37.26% 344,845,685 38.59%<br />
U.S.A. 114,071,553 13.06% 78,773,720 8.82%<br />
Romania 6,629,981 0.76% 25,876,496 2.90%<br />
Mozambique 80,378,076 9.20% 38,326,754 4.29%<br />
Brazil 4,160,816 0.48% - 0.00%<br />
S. Tomé & Príncipe 2,574,796 0.29% 6,584,181 0.74%<br />
Other countries 11,428,947 1.31% 18,920,950 2.12%<br />
TOTAL 873,548,049 100.00% 893,528,161 100.00%<br />
The net assets and investments in tangible assets are distributed across geographical markets as follows:<br />
Portugal Angola U.S.A. Mozambique<br />
S. Tomé<br />
& Príncipe<br />
Guinea Romania<br />
Other<br />
Countries<br />
Net Assets<br />
Intangible 333,534,403 - 8,739,491 - 54,187 - - 11,647 342,339,728<br />
Fixed Tangible 134,422,765 115,403,187 13,159,878 3,032,052 3,903,177 306,069 366,950 1,127,922 271,721,999<br />
Investment<br />
Properties<br />
9,869,907 - - 37,649 - - - - 9,907,556<br />
Financial<br />
Investments<br />
20,490,933 78,984 - 671,874 - - - 13,642,010 34,883,801<br />
Inventories 50,478,845 72,202,257 - 824,229 177,966 - - 4,254,838 127,938,135<br />
Accounts<br />
Receivable<br />
Cash and<br />
equivalents<br />
355,400,864 271,583,433 26,185,665 60,070,149 1,220,454 6,960,858 4,442,988 14,988,218 740,852,629<br />
49,333,670 24,736,591 8,127,191 1,729,268 278,728 13,454 1,356,834 516,614 86,098,349<br />
Deferred taxes 28,641,094 2,237,802 9,954,401 9,374 - - - 98,658 40,941,330<br />
Other assets 74,416,515 18,751,447 8,482,179 1,365,881 280,321 1,263,236 3,438,383 1,011,446 109,009,408<br />
TOTAL 1,056,594,995 504,993,701 74,648,806 67,740,476 5,914,835 8,543,618 9,605,154 35,651,352 1,763,692,937<br />
Investments<br />
in 2011<br />
Intangible and<br />
Fixed Tangible<br />
Assets<br />
9,328,131 9,178,870 6,379,123 818,213 816,188 - 318 321,483 26,842,327<br />
TOTAL 9,328,131 9,178,870 6,379,123 818,213 816,188 - 318 321,483 26,842,327<br />
Total<br />
8. INTANGIBLE ASSETS<br />
a) Gross assets<br />
The movements in the gross value of intangible assets were the following:<br />
Intangible assets Opening<br />
Balance<br />
Changes in<br />
Perimeter<br />
247<br />
Increases Disposals Exchange<br />
Rate Effect<br />
Transfers and<br />
write off’s<br />
Closing<br />
Balance<br />
Goodwill 87,156,004 - - - - (259,640) 86,896,365<br />
Other intangible as sets 298,446,376 - 1,122,113 - 148 (230,993) 299,337,643<br />
TOTAL 385,602,380 - 1,122,113 - 148 (490,633) 386,234,008<br />
The balance recorded as "Goodwill" on the <strong>da</strong>te of December 31, 2011 for the following acquisitions that<br />
occurred in previous years:<br />
• Acquisition, by the end of 2010, of 57.26% of the share capital of the subsidiary Energia Própria, SA,<br />
originating the accounting of goodwill in the amount of 5,299,282 euros, provisional value, since the Group was<br />
still in the process of determining the fair value of assets and liabilities of the company. The goodwill recorded in<br />
2011, suffered a decrease of 259,640 euros, up<strong>da</strong>ting the value to 5,039,641 euros;<br />
• Acquisition, in 2008, of the subsidiary Contacto – Socie<strong>da</strong>de de Construção, S.A., which originated goodwill<br />
of 44,134,341 euros. During the first half of 2010 there was an increase in this value, amounting to 88,200<br />
euros, according to the conditions of the contract for the purchase of that company;<br />
• Acquisition, in 2008, 13.33% of the share capital of associated company – Autoestra<strong>da</strong>s <strong>da</strong> Beira interior,<br />
S.A., and which resulted in a total effective participation of 33.33% and generated a goodwill amounting to<br />
28,128,844 euros ;<br />
• Acquisition in the second half of 2007, 75% of the capital of the subsidiary Hidroequador Santomense<br />
– Exploração de Centrais Hidroeléctricas, L<strong>da</strong>. which resulted in a goodwill of 765 846 euros, registered in 2008<br />
but calculated with reference to the <strong>da</strong>te 31 December 2007, as in 2007 the Group was still in the process of<br />
determining the fair value of assets and liabilities of that company;<br />
• Acquisition of subsidiary Prince Contracting, LLC. that originated a goodwill amounting to 8,739,491 euros.
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The "Other intangible assets" balance concerns mainly to Public Service Concession Agreements (IFRIC12).<br />
After an internal study that has measured the current value of future cash flows, an adjustment was made in<br />
the amount of 250,000 euros for investment in “Parque Gemini”, so as to adjust the book value of net realizable<br />
value.<br />
During the year 2011 were capitalized financial charges as part of the cost of these assets, valued at 636,568<br />
euros in relation to ongoing projects in the area of hydroelectric concessions.<br />
As of December 31, 2011 there are no contractual commitments to acquire intangible fixed assets and no<br />
research and development expenses were registered in the period.<br />
b) Accumulated depreciations<br />
Movements in accumulated depreciations of intangible assets:<br />
Intangible assets Opening<br />
Balance<br />
Changes in<br />
Perimeter<br />
Increases Regularization Exchange<br />
Rate Effect<br />
Closing<br />
Balancel<br />
Other intangible as sets 31,202,393 - 12,720,129 (28,361) 119 43,894,281<br />
TOTAL 31,202,393 - 12,720,129 (28,361) 119 43,894,281<br />
In late 2011, the Group, in accor<strong>da</strong>nce with IAS 36, impairment testing the goodwill relating to acquisitions of<br />
Contact, through evaluation by an independent body, the Prince, based on an independent study by the Energia<br />
Própria, Scutvias Hidroequador Santomense and, based on evaluations conducted internally.<br />
Prince<br />
The methodology used was the discounted cash flow (DCF - "Discounted Cash Flows"). The reference<br />
value was calculated assuming the continuity of the company and perspetivando maintaining the current<br />
organization.<br />
For this purpose we estimated the activity of the company until 2017 and assumed that it will enter a mature<br />
stage of business from this year (thus estimating a perpetuity according to the Gordon model).<br />
The operating free cash flows have been up<strong>da</strong>ted by an annual rate of discount of 10.08% which reflects the<br />
weighted average cost of capital (WACC):<br />
• Cost of debt capital: 3.71%;<br />
• Income tax: 35%;<br />
• Risk-free interest rate: 2%;<br />
• Risk premium to the market value of 5%;<br />
• Beta of assets of 1.56;<br />
• Leveraged Beta = Hama<strong>da</strong> formula;<br />
• Capital structure target 75%.<br />
249<br />
Energia Própria<br />
The methodology used was the Up<strong>da</strong>ted Cash Flow (DCF - "Discounted Cash Flows"). The reference value was<br />
calculated assuming the continuity of the company, the lack of synergies and future perspetivando maintaining<br />
the current organization.<br />
The estimates were produced assuming a nominal growth rate equivalent to inflation rate of 2%.<br />
The explicit projection period was ten years, ie 2012 to 2021. It was considered a residual value that<br />
corresponds to the overall value that we consider the stabilization of its profitability, ie, in this case, after 2021,<br />
an amount determined as the current value of a perpetual and was assumed a growth rate long-term cash flows<br />
equal to the inflation rate assumed.<br />
The operating free cash flows have been up<strong>da</strong>ted by an annual rate of discount of 11.95% which reflects the<br />
weighted average cost of capital (WACC):<br />
• Cost of debt capital: 7%;<br />
• Income tax: 26.5%;<br />
• Risk-free interest rate: 7.45%;<br />
• Premium market risk value of 5.3%;<br />
• Beta of assets of 1.14;<br />
• Leveraged Beta = Hama<strong>da</strong> formula;<br />
• Capital structure target 60%.
Contacto<br />
The DCF – Discounted Cash Flows method was used.<br />
The reference value was calculated assuming the continuity of the company, the absence of future synergies<br />
and maintaining the current organisation structure.<br />
Estimates are at nominal rates, with a growth rate of 2% p.a., equivalent to inflation.<br />
The explicit estimate period was five year, from 2012 to 2016. A residual rate considering a steady state<br />
profitability level was used, meaning that after 2015, it was considered the present value of a perpetuity that<br />
assumed a long-term growth rate from the cash flow equal to the rate of inflation.<br />
Free operating cash flows were discounted at an annual discount rate of 11.7%, reflecting weighted average<br />
cost of capital:<br />
• Cost of debt: 5.5%;<br />
• Corporate tax rate: 26.5%;<br />
• Risk free interest rate, Government bond OT 10-year yield: 3. 25%;<br />
• Market risk premium = 9.13%;<br />
• Beta assets = 1.04;<br />
• Leveraged Beta = Hama<strong>da</strong> formula;<br />
• Target D/E structure = 19.2%.<br />
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Scutvias<br />
The DCF – Discounted Cash Flows method was used, in the shareholder's perspective (Free Cash-Flow to Equity).<br />
The reference value was calculated assuming the continuity of the company, the absence of future synergies<br />
and maintaining the current organisation structure.<br />
Estimates were based on the financial prospects of the business plan which takes into account the conditions<br />
of the respective concession contract.<br />
The discount rate of 10.0% was used based on the following parameters:<br />
• Risk-free interest rate 6.10%<br />
• Market risk premium: 5%<br />
• Levered beta equity: 0.76<br />
251<br />
Hidroequador Santomense<br />
Also with reference to Hidroequador Santomense, an internal impairment test has been ran<br />
The assessment methodology used has been Cash-Flow to Equity (shareholder perspective) according to<br />
which the company's value is obtained through the up<strong>da</strong>te of the cash flows expected by the shareholder, i.e.<br />
dividends payment and return of capital such as shareholders advances and loans as well as inherent interest.<br />
In the case at hand, the concessions the end of the concessions is known and being those structured in a project<br />
finance regime, this has been the method usually used by the market.<br />
The calculation of the financial projections has been based on a financial model and resulting financial<br />
statements. The free cash flows risk is evaluated through the usage of a discount rate used to up<strong>da</strong>te those<br />
flows at the moment of the assessment. In order to obtain the discount rate, a risk-free interest rate, a marketrisk<br />
premium and a country-risk premium have been used. In order to estimate the net cash flow generated,<br />
given that the concessions' end is pre-determined, financial projections over the concession period have been<br />
taken into account.<br />
After running impairment tests, it was concluded that there is no need to make any adjustments to the value<br />
obtained.<br />
9. Tangible Fixed Assets<br />
a) Gross assets<br />
Movement in gross value of tangible fixed assets:<br />
Fixed Tangible assets Opening<br />
Balance<br />
Changes in<br />
Perimeter<br />
Increases Disposals Exchange<br />
Rate Effect<br />
Transfers and<br />
write off’s<br />
Closing<br />
Balance<br />
land and buildings 194,758,348 (57,823) 6,172,563 (891,064) 157,542 16,198,165 216,337,731<br />
Basic Equipment 145,870,154 (36,688) 6,916,306 (2,750,419) 641,790 (2,582,923) 148,058,221<br />
Other fixed tangible assets 60,990,799 (157,353) 2,176,729 (3,087,334) 392,319 (3,079,893) 57,235,267<br />
Ongoing fixed tangible assets 26,438,863 (5,092) 10,454,616 - (24,693) (18,404,243) 18,459,450<br />
TOTAL 428,058,164 (256,956) 25,720,213 (6,728,817) 1,166,957 (7,868,894) 440,090,669<br />
In the column "Increase" of the "Tangible assets in progress" and "Land and buildings" are recorded work for the<br />
entity in the amount of 6,692,528 euros and 5,655,399 euros, respectively.
In the column "Disposals" of the "Land and buildings" was included the sale of surface rights of land Edurb-<br />
Talatona, which generated a capital gain in the amount of 2,527,349.22 euros (see note 23).<br />
During 2011, were capitalized financial charges as part of the cost of these assets, valued at 199,160 euros,<br />
which covers essentially to the Hidroeléctrica STP,L<strong>da</strong> project.<br />
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As at the end of 2011, consoli<strong>da</strong>ted financial statements of the Group included the amount of 1,299,514 euros<br />
capitalized as part of the net cost of these assets.<br />
As of December 31, 2011 there are no materially relevant contractual commitments for the acquisition of<br />
tangible fixed assets.<br />
b) Accumulated depreciations<br />
Movement in accumulated depreciations of tangible fixed assets:<br />
Fixed Tangible assets Opening<br />
Balance<br />
Changes in<br />
Perimeter<br />
Increases Regularisation Exchange<br />
Rate Effect<br />
Closing<br />
Balance<br />
land and buildings 42,620,095 (6,811) 5,282,731 (863,875) 42,879 47,075,019<br />
Basic Equipment 75,315,467 (7,481) 9,835,774 (3,951,415) 418,868 81,611,215<br />
Other fixed tangible assets 38,948,202 (99,126) 5,418,342 (4,961,454) 376,473 39,682,436<br />
TOTAL 156,883,764 (113,418) 20,536,848 (9,776,744) 838,220 168,368,670<br />
Breakdown of the net values of intangible fixed assets and tangible fixed assets by primary reporting segment<br />
as of December 31, 2011:<br />
Construction Real Estate Concessions<br />
Energia<br />
própria<br />
Financial<br />
Participations<br />
Goodwill 52,962,032 - 28,894,690 5,039,642 - 86,896,365<br />
Other intangible asstes 20,551 - 255,189,201 233,611 - 255,443,363<br />
Total intangible asstes 52,982,583 - 284,083,892 5,273,253 - 342,339,728<br />
lands and buildings 79,882,582 74,226,866 15,153,265 - - 169,262,712<br />
Basic equipment 64,668,012 111,655 1,406,973 260,366 - 66,447,006<br />
Other fixed tangible assets 14,040,232 502,594 678,745 12,040 2,319,220 17,552,831<br />
Fixed tangible as sets under construction 5,256,388 2,189,136 10,197,268 644,881 171,777 18,459,450<br />
Total fixed tangible assets 163,847,214 77,030,250 27,436,250 917,287 2,490,998 271,721,999<br />
Total<br />
During 2011, the company conducted tests for impairment of the carrying value of certain of its properties,<br />
through assessments by independent entities.<br />
No impairment losses (or reversal of losses) were recorded for the tangible fixed assets in the financial year<br />
ended December 31, 2011.<br />
10. Financial and Operational Leasing<br />
Financial leasing<br />
In the Consoli<strong>da</strong>ted Financial Position, the Group has tangible fixed assets under the financial lease. As of<br />
December 31, 2011 the book value of these assets is as follows:<br />
253<br />
Financial Leasing Gross Assets Accumulated depreciation Net Assets<br />
lands and bui ldings 977,904 248,880 729,023<br />
Basic equipment 13,690,349 3,948,990 9,741,359<br />
Other fixed tangible assets 1,472,750 524,004 948,747<br />
Total 16,141,003 4,721,874 11,419,129<br />
The Group’s responsibilities for these contracts are as follows:<br />
Current 2,810,135<br />
Non current 2,389,730
The total future minimum payments under the financial leases at the reporting <strong>da</strong>te and their present value,<br />
for each period, has been reconciled in the table below:<br />
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31-DEC-11<br />
Financial leasing minimum payments:<br />
2012 3,070,207<br />
2013 1,430,546<br />
2014 827,139<br />
2015 84,394<br />
2016 34,165<br />
5,446,451<br />
Present value / interests 246,587<br />
Present value of the financial leasing minimum payments 5,199,865<br />
Current 2,810,135<br />
Non current 2,389,730<br />
The financial lease agreements are subject to the market’s interest rates and determine the asset’s useful life.<br />
As of December 31, 2011 there are no contingent rents or restrictions regarding the payment of dividends<br />
(or any additional debts) associated with the financial lease agreement.<br />
The Group also conducted two real estate leaseback transactions whose liabilities have been registered in the<br />
Consoli<strong>da</strong>ted Financial Position Statement under “Bank loans”. As of 31 December 2011 the current liabilities<br />
and non-current liabilities associated with these agreements amounted to 1,306,862 euros and 12,103,303<br />
euros respectively.<br />
The real estate leaseback agreements are subject to the following underlying terms:<br />
Contract Real estate financial leasing contract number 450003696<br />
Date December 28, 2005<br />
lessor Banco Comercial Português, S.A.<br />
lessee Ciagest - Imobiliária e Gestão, S.A.<br />
255<br />
Asset Acquisition of real estate assets alienated by HABITOP - Socie<strong>da</strong>de Imobiliária S.A.and CIAGEST - Imobiliária e Gestão S.A.<br />
Financing amount 17.352.500 Euros<br />
Residual value 2% of total financing amount<br />
Term 15 years<br />
Number of rents 60 rents, antecipated<br />
Frequency Quarterly, beginning on March 25, 2006<br />
Interest rate Euribor 3 months + 1.750%<br />
Contract Real estate financial leasing contract number 450007448<br />
Date February 29, 2008<br />
lessor Banco Comercial Português, S.A.<br />
lessee Ciagest - Imobiliária e Gestão, S.A.<br />
Asset Fractions of the building in Rua Alvaro Pais, Rua Sousa lopes and Rua Julieta Ferrão, in the city of lisboa<br />
Financing amount 3.000.000 Euros<br />
Residual value 300.000 Euros<br />
Term 12 years<br />
Number of rents 48 rents, antecipated<br />
Frequency Quarterly, beginning on May 25, 2008<br />
Interest rate Euribor 3 months + 1.50%
Operational leasing<br />
Expenses with operating lease agreements<br />
amounting to 4,321,489 euros were recognized in<br />
2011.<br />
Rents on operating lease agreements (fixed rents)<br />
maintained by the Group as of December 31, 2011,<br />
mainly referring to operating lease of vehicles, have<br />
the following maturity profile:<br />
Maturity<br />
2012 2,570,331<br />
2013 1,459,790<br />
2014 809,569<br />
2015 237,579<br />
TOTAL 5,077,269<br />
11. Investment Properties and Financial<br />
Investments<br />
a) Gross assets<br />
Movement in the gross value of investment properties<br />
and financial investments:<br />
Investment properties and<br />
Financial investments<br />
Opening<br />
Balance<br />
Changes in<br />
Perimeter<br />
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Exchange<br />
Rate Effect<br />
Increases Disposals Equity<br />
Method<br />
Transfers<br />
and write<br />
Closing<br />
Balance<br />
Investment properties: 12,449,902 - 12,535 691,537 - - (589,855) 12,564,118<br />
Financial investments:<br />
Equity consoli<strong>da</strong>ted financial<br />
investments<br />
12,530,850 - 78,790 3,000 (239,558) (688,243) (77,315) 11,607,524<br />
loans to associated companies 9,471,239 - - 1,155,089 (68,000) - (158,446) 10,399,882<br />
Other financial investments 12,109,577 - 241,369 2,291,565 (1,366,800) - 17,267 13,292,979<br />
TOTAL 34,111,666 - 320,159 3,449,654 (1,674,358) (688,243) (218,494) 35,300,385<br />
257<br />
Are recorded at zero value, the investments in associated CFE - Indústria de Condutas, S.A., Grupul Portuguhez<br />
de Constructii S.R.L., Ute Efacec/Self Energy, Ley 18/1982 e Larvick Reliable, R. L.. The amounts that exceed the<br />
value of the investment, the Group's share of accumulated losses associated with these, are of 19,872 euros,<br />
278,596 euros, 131,928 euros and 10,284 euros, respectively.<br />
The value recorded in column "Increases" under "Loans to associated companies," 385,584 euros respect to<br />
the loan granted by the subsidiary <strong>Soares</strong> <strong>da</strong> <strong>Costa</strong> Concessões, SGPS, S.A. to INDÁQUA - Indústria e Gestão<br />
de Águas, S.A., a company indirectly owned by <strong>Soares</strong> <strong>da</strong> <strong>Costa</strong> Group in 28.57% and 505,500 euros relate to<br />
loans granted by the subsidiary Energia Própria, S.A. to My Watt, L<strong>da</strong>, a company indirectly owned by <strong>Soares</strong> <strong>da</strong><br />
<strong>Costa</strong> Group by 50%.<br />
The values shown in column "Disposals", under "Investments in equity" and "Loans to associated companies"<br />
comply in full, the sale of the company "Mini-Price Hotels (Porto), SA".<br />
The value recorded in the "Transfer. and write off "under" Investment Properties ", of 521,640 euros concern for<br />
the transfer of a fraction of the Troia Building, owned by the subsidiary Ciagest - Imobiliária e Gestão, S.A., for<br />
investment property for tangible fixed assets.<br />
Under "Other financial investments" is reflected in the establishment of Vortal, SGPS, SA, valued at 2,122,872<br />
euros, in the column "Increases", and the divestiture of the Vortal – Comércio Electrónico, Consultadoria e<br />
Multimédia, S.A., in the amount of 1,366,800 euros in the column "Disposals":<br />
As at 31 December 2011 and 31 December 2010, the breakdown of the balance recorded under "Other financial<br />
investments" is as follows<br />
31-DEC-11 31-DEC-10<br />
Financial as sets avai lable for sale 4,866,053 4,028,729<br />
Financial as sets fair value through gains or losses 432,393 432,393<br />
loans granted and accounts receivable 7,994,533 7,648,455<br />
TOTAL 13,292,979 12,109,577<br />
Financial assets available for sale respect to holdings that do not embody significant value and are not<br />
regulated market.
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Financial assets at fair value through profit or loss refers to shares of capital in Millennium BCP, which due to its<br />
negative effect on the stock price at balance sheet <strong>da</strong>te is shown in note 21.<br />
Loans and receivables relate primarily to contracts for supplies granted in other companies where there is no<br />
significant influence.<br />
b) Accumulated depreciations<br />
Movement in accumulated depreciations of investment properties:<br />
Opening<br />
Balance<br />
Changes in<br />
Perimeter<br />
Increases Regularisations Exchange Rate<br />
Effect<br />
Closing<br />
Balance<br />
Investment properties 2,423,607 - 255,543 (27,558) 4,971 2,656,562<br />
During the period ended December 31, 2011 were recognized income on investment properties amounting to<br />
284,076 euros.<br />
There were no direct operating expenses during the period of investment property or contractual obligations<br />
to purchase, construct or develop investment property or for repair, maintenance or enhancements thereof.<br />
According to external evaluations carried out by a specialist independent and based on generally accepted<br />
evaluation criteria for the housing market, the fair value of assets classified as investment properties<br />
amounts to approximately 15.99 million euros.<br />
Movement in value adjustments on financial investments is detailed in note 21.<br />
12. Breakdown of Inventories<br />
Inventories 31-DEC-11 31-DEC-10<br />
Raw material s and consumables 20,211,598 31,121,976<br />
Goods and work in progress 57,688,187 74,765,377<br />
Finished and intermediate goods 39,677,418 42,338,207<br />
Goods 15,362,675 15,011,426<br />
Fair value adjustments (5,001,742) (4,930,199)<br />
TOTAL 127,938,135 158,306,787<br />
259<br />
During the year 2011 were capitalized financial charges as part of the cost of these assets, amounting to<br />
2,571,655 euros, which covers the real estate project developed in Angola by the associated company Talatona<br />
Imobiliária, L<strong>da</strong>. The capitalization rate corresponds to the specific funding for this project at the rate of 24.2%.<br />
At the end of 2011, in the Group’s consoli<strong>da</strong>ted financial statements were capitalized, as part of the net cost<br />
of these assets, the amount of 5,788,664 euros.<br />
The item "Work in Progress" breaks down as follows to the <strong>da</strong>te of December 31, 2011:<br />
Products and work in progress 31-DEC-11 31-DEC-10<br />
Work in progress 32,829,190 54,913,300<br />
Real estate projects under construction 24,858,997 19,852,077<br />
57,688,187 74,765,377<br />
13. Breakdown of Accounts Receivable<br />
Accounts Receivable 31-DEC-11 31-DEC-10<br />
Customers with retention of guarantees 27,104,699 28,254,075<br />
Advances to suplliers 3,496,670 4,007,530<br />
Other accounts receivable 206,793,681 69,392,335<br />
Accounts receivable - non current 237,395,050 101,653,940<br />
Customers - current accounts 437,572,441 417,366,017<br />
Customers - other receivables 3,133,963 5,897,288<br />
Customers - doubtful accounts 21,194,830 19,720,859<br />
Fair value adjustments (821,192,685) (19,711,158)<br />
Customers 440,708,549 423,273,006<br />
Subsidiaries 947,503 1,218,710<br />
Advances to suppliers / fixed as sets suppliers 16,382,411 9,792,561<br />
State and other public bodies 11,633,457 7,822,466<br />
Other accounts receivable 35,538,796 37,875,801<br />
Fair value adjustments (3,194,828) (7,023,063)<br />
Other accounts receivable - current 61,307,338 49,686,475
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The amount registered in the "Other accounts receivable - non-current" item refers to the compliance with<br />
IFRIC12 (financial asset model) by the jointly controlled entities Auto-Estra<strong>da</strong>s XXI - Subconcessionária, S.A. and<br />
Estra<strong>da</strong>s do Zambeze, S.A.. The Group’s exposure to credit risk results from the accounts receivable related with<br />
its activity, being the maximum exposure to the credit risk the nominal value of its accounts receivable.<br />
There is no significant concentration of credit risk as of 31 December 2011.<br />
The following table shows by consoli<strong>da</strong>ted company and seniority levels of customer current account balances<br />
by the end of the fiscal year:<br />
261<br />
Company Performing 0 to 180 <strong>da</strong>ys 181 to 360 <strong>da</strong>ys 361 to 540 <strong>da</strong>ys 541 to 720 <strong>da</strong>ys + than 720 <strong>da</strong>ys Total<br />
Soc. Construções <strong>Soares</strong> <strong>da</strong> <strong>Costa</strong>, SA 136,127,200 50,498,863 28,164,341 11,622,474 10,245,450 121,110,883 357,769,211<br />
Prince Contracting, llC 9,127,822 6,243,183 - - - - 15,371,006<br />
ClEAR ANGOlA, S.A. 6,144,435 1,203,289 856,470 625,766 1,907,876 652,144 11,389,980<br />
<strong>Soares</strong> <strong>da</strong> <strong>Costa</strong> Moçambique, SARl 1,823,357 6,286,743 499,664 239,544 164,093 498,026 9,511,426<br />
<strong>Soares</strong> <strong>da</strong> <strong>Costa</strong> Concessões, SGPS, S.A. 8,252,938 - - - - - 8,252,938<br />
lGv, Engenharia e Construção de linhas de Alta<br />
veloci<strong>da</strong>de, ACE<br />
8,078,470 - - - - - 8,078,470<br />
<strong>Soares</strong> <strong>da</strong> <strong>Costa</strong> Construction Services, llC 14,698 - - - - 6,591,415 6,606,112<br />
CONTACTO - Soc. Construções, S.A. 3,836,301 594,338 175,536 101,265 - 99,478 4,806,918<br />
SOMAFEl - Engenharia e Obras Ferroviárias, S.A.,SA 1,414,545 524,124 2,033,442 210,542 319,955 93,142 4,595,751<br />
ClEAR - Instalações Electromecânicas, S.A. 2,003,118 427,085 132,734 110,110 701,585 874,098 4,248,731<br />
TRANSMETRO - Construção do Metropolitano do<br />
Porto, ACE<br />
Normetro - Agrupamento do Metropolitano do<br />
Porto, ACE<br />
3,549,485 - - - - - 3,549,485<br />
- - 3,049,297 - - - 3,049,297<br />
OFM - Obras Públicas, Ferroviárias e Marítimas, S.A. 721,625 919,430 198,057 330,472 156,309 340,890 2,666,782<br />
GACE - Gondomar, ACE - 2,398,117 - - - - 2,398,117<br />
Energia Própria, SGPS, S.A. 133,027 - 2,210,100 - - - 2,343,127<br />
lGC - linha de Gondomar, Construtores, ACE 466,101 1,029,512 802,371 - - - 2,297,984<br />
Hidroequador Santomense - Exploração de Centrais<br />
Hidroelétricas<br />
- - 2,094,744 - - - 2,094,744<br />
Carta - Restauração e Serviços, l<strong>da</strong> 1,315,610 508,837 6,058 129,554 - 43,041 2,003,100<br />
Terceira On<strong>da</strong> Planejamento e Desenvolvimento,<br />
lt<strong>da</strong>.<br />
1,672,603 - - - - - 1,672,603<br />
HidroAlqueva, ACE - 1,477,819 - - - - 1,477,819<br />
<strong>Soares</strong> <strong>da</strong> <strong>Costa</strong> Construcciones Centro Americanas,<br />
SA<br />
- 515,375 640,934 160,224 - - 1,316,532<br />
Nova Estação, ACE - 1,309,685 - - - - 1,309,685<br />
Construções Metálicas SOCOMETAl, S.A. 982,919 52,394 130,526 126,666 649 - 1,293,154<br />
Mota-Engil, <strong>Soares</strong> <strong>da</strong> <strong>Costa</strong>, MonteAdriano -<br />
Matosinhos, ACE<br />
922,704 2,695 - - - - 925,398<br />
CIAGEST - Imobiliária e Gestão, S.A. 757,372 29,280 4,770 - 2,826 55,967 850,216<br />
Remodelação Teatro Circo - S.C., A.B.B., D.S.T., ACE 984 984 - - - 749,572 751,539<br />
GCvC, ACE 624,731 - - - - - 624,731<br />
<strong>Soares</strong> <strong>da</strong> <strong>Costa</strong> S. Tomé e Principe - Construções,<br />
l<strong>da</strong><br />
C.P.E. - Companhia de Parque de estacionamento,<br />
S.A.<br />
- 26,858 76,852 315 467,453 - 571,479<br />
56,804 232,188 34,004 15,870 4,076 151,979 494,921<br />
Portvias - Portagem de vias, S.A. 1,800 413,130 - - - - 414,930<br />
Mercados Novos - Imóveis Comerciais, l<strong>da</strong>. 303,230 - - - - - 303,230<br />
Três ponto dois - T.G. Const. Civil - via e Cat Mod.<br />
linha do Norte, ACE<br />
227,759 - - - - 72,659 300,418<br />
Other Companies 636,610 146,196 297,223 29,358 2,835 225,085 1,337,307<br />
TOTAL 189,196,247 74,840,124 41,407,124 13,702,159 13,973,108 131,558,378 464,677,140
Consoli<strong>da</strong>ted Financial Statements | Grupo <strong>Soares</strong> <strong>da</strong> <strong>Costa</strong>, SGPS, SA<br />
262<br />
A substantial part of the receivables with longer maturity are from government authorities, for which there is no<br />
substantial risk of default. Information on credit risk is disclosed in note 30 of the present document.<br />
As of December 31, 2011 and 2010, the account “State and other public entities” breakdown is the following:<br />
31-DEC-11 31-DEC-10<br />
value added tax 11,286,713 7,733,792<br />
Other 346,744 88,674<br />
TOTAL 11,633,457 7,822,466<br />
14. Breakdown of Other Current Assets<br />
Other current assets 31-DEC-11 31-DEC-10<br />
Income accruals 92,690,287 116,378,837<br />
Deferred costs 16,319,121 14,035,033<br />
TOTAL 109,009,408 130,413,871<br />
As of December 31, 2011 these items breakdown is the following:<br />
31-DEC-11 31-DEC-10<br />
Accrued income<br />
Non invoiced works done 47,433,293 63,070,818<br />
Compensatory processes in progress 16,032,980 22,417,750<br />
Estimated revenue by traffic range 13,362,330 13,043,813<br />
Other 15,861,685 17,846,455<br />
Deferred costs<br />
92,690,287 116,378,837<br />
Construction works ' set up costs 10,272,697 6,767,163<br />
Other 6,046,424 7,267,870<br />
16,319,121 14,035,033<br />
The “Estimated revenue by traffic range” account refers to traffic revenue from the motorway concession are,<br />
generated but not yet billed.<br />
15. Breakdown of Cash And Equivalents<br />
263<br />
Cash and equivalents 31-DEC-11 31-DEC-10<br />
Bank deposits 85,146,375 95,305,387<br />
Cash 951,975 1,226,220<br />
TOTAL 86,098,349 96,531,607<br />
The total account balance as of December 31, 2011 and December 31, 2010 of 22,493,072 euros and<br />
23,302,714 euros respectively, are related with non-recourse cash and cash equivalents registered as term<br />
deposits from the motorway concessionaire Scutvias - Autoestra<strong>da</strong>s <strong>da</strong> Beira Interior, SA.<br />
The financing and concession agreements of the associated company Scutvias – Autoestra<strong>da</strong>s <strong>da</strong> Beira Interior,<br />
S.A. require the maintenance of deposits equal to 5/3 of the next debt payment.<br />
Therefore, as of 31 December 2011 and 31 December 2010 the reserves of demand deposits or term deposits<br />
included in the Consoli<strong>da</strong>ted Financial Position amount to these mentioned figures.<br />
16. Composition of Share Capital And Reserves<br />
<strong>Soares</strong> <strong>da</strong> <strong>Costa</strong> SGPS SA share capital amounts to 160,000,000 Euros, represented by:<br />
• One hundred and fifty-nine million nine hundred and ninety-four thousand four hundred and eighty-two<br />
(159,994,482) ordinary shares;<br />
• Five thousand five hundred and eighteen (5,518) preferential shares with no voting rights, but with the right<br />
to receive a preferential dividend and preferential reimbursement of the respective nominal value if the company<br />
declares bankruptcy.<br />
In 2011, the movements related with own shares were as follows:
Consoli<strong>da</strong>ted Financial Statements | Grupo <strong>Soares</strong> <strong>da</strong> <strong>Costa</strong>, SGPS, SA<br />
264<br />
No. of shares Nominal value Discounts and<br />
premiuns<br />
Opening balance 382,914 382,914 (185,134) 197,780<br />
Acquisitions 1,847,588 1,847,588 (1,037,515) 810,073<br />
Alienations (1,723,210) (1,723,210) 887,883 (835,327)<br />
Closing balance 507,292 507,292 (334,766) 172,526<br />
During this period, the holding company, Grupo <strong>Soares</strong> <strong>da</strong> <strong>Costa</strong>, SGPS, SA acquired 1,847,588 own shares at<br />
an average price of 0.44 euros, which negatively affected the shareholders’ equity by 810,073 euros.<br />
In the same period, the parent company sold 1,723,210 own shares at an average price of 0.43 euros,<br />
positively influencing the shareholders’ equity by 741,747 euros.<br />
The currency translation reserve reflects the exchange rate changes occurred in translating the financial<br />
statements of subsidiaries in a currency other than Euro and are not likely to be distributed or be used to absorb<br />
losses.<br />
Some of the Group's companies contracted cash flow hedge financial instruments. Verified changes in the fair<br />
value of those financial instruments are directly recognised at the "Reserves and retained profits" item. The<br />
cumulative effect of these derivatives and the respective deferred tax discriminates as follows:<br />
Derivatives Deferred<br />
taxes<br />
Grupo <strong>Soares</strong> <strong>da</strong> <strong>Costa</strong>, SGPS, S.A (63,676) 15,919 (47,757)<br />
Socie<strong>da</strong>de de Construções <strong>Soares</strong> <strong>da</strong> <strong>Costa</strong>, S.A. 147,636 (42,814) 104,822<br />
Intevias – Serviços e Gestão, S.A. (2,357,063) 589,266 (1,767,797)<br />
C.P.E. – Companhia de Parques de Estacionamento, S.A. (1,745,711) 436,428 (1,309,283)<br />
Scutvias – Autoestra<strong>da</strong>s <strong>da</strong> Beira Interior, S.A. 305,583 (84,035) 221,547<br />
Auto-Estra<strong>da</strong>s XXI - Subconcessionária, S.A. (24,389,643) 6,463,255 (17,926,387)<br />
TOTAL (28,102,874) 7,378,018 (20,724,856)<br />
Valor<br />
Total<br />
17. Bank Loans<br />
As of December 31, 2011, the main bank loans entered into by the Group are as follows:<br />
Holding<br />
// Grupo <strong>Soares</strong> <strong>da</strong> <strong>Costa</strong>, SGPS, SA has contracted with a banking syndicate the placement and underwriting<br />
of Commercial Paper issues up to a limit of 32,000 thousand euros, under a commercial paper programme<br />
contract in place up to 16 June 2015. As of December 31, 2011 this programme was being completely used.<br />
// Loan granted by Caixa Central de Crédito Agrícola Mutuo to Grupo <strong>Soares</strong> <strong>da</strong> <strong>Costa</strong>, SGPS, SA, amounting<br />
to 2,670 thousand euros, to be repaid in 7 six-monthly instalments ending on June 2015.<br />
// Loan granted by Caixa Geral de Depósitos to Grupo <strong>Soares</strong> <strong>da</strong> <strong>Costa</strong>, SGPS, S.A., amounting to 1,250<br />
thousand euros, to be repaid in 5 quarterly instalments ending on March 2013.<br />
265<br />
// Loan granted by Banco Popular Portugal to Grupo <strong>Soares</strong> <strong>da</strong> <strong>Costa</strong>, SGPS, SA, amounting to 5,000 thousand<br />
euros, to be repaid in 4 six-monthly instalments ending on June 2014.<br />
// Loan granted by Caixa Geral de Depósitos to Grupo <strong>Soares</strong> <strong>da</strong> <strong>Costa</strong>, SGPS, S.A., amounting to 14,000<br />
thousand euros, to be repaid in 8 quarterly instalments ending on October 2013.<br />
// Loan granted by Banif - Banco Internacional do Funchal to Grupo <strong>Soares</strong> <strong>da</strong> <strong>Costa</strong>, SGPS, SA currently<br />
amounting to 1,839 thousand euros, to be paid back in 10 quarterly instalments ending on April 2014.<br />
// Loan granted by Caixa Banco de Investimentos to Grupo <strong>Soares</strong> <strong>da</strong> <strong>Costa</strong>, SGPS, SA currently amounting<br />
to 1,250 thousand euros, to be reimbursed on January 2012.<br />
// Bonds issued by Grupo <strong>Soares</strong> <strong>da</strong> <strong>Costa</strong>, SGPS, SA, amounting to 20,000 thousand euros, to be repaid<br />
by November 2015.<br />
// Bonds issued by Grupo <strong>Soares</strong> <strong>da</strong> <strong>Costa</strong>, SGPS, SA, amounting to 80,000 thousand euros, to be repaid<br />
by December 2017.
Loan granted by Banco Santander to Energia<br />
Própria, S.A., currently amounting to 350 thousands<br />
of euros, to be repaid in quarterly instalments, ending<br />
on April 2015.<br />
// Loan granted by Banco Santander to Energia<br />
Própria, S.A., currently amounting to 250 thousands<br />
of euros, to be paid back in quarterly instalments,<br />
ending on November 2012.<br />
// Loan granted by Banco Santander to Energia<br />
Própria, S.A., currently amounting to 125 thousands<br />
of euros, to be paid back in quarterly instalments,<br />
ending on September 2015.<br />
// Loan granted by Banco Santander to Self Energy<br />
Engineering & Innovation, S.A., currently amounting<br />
to 70 thousands of euros, to be paid back in quarterly<br />
instalments, ending on September 2013.<br />
Construction<br />
// “Hot money” loan granted by NCG Banco, SA,<br />
Portuguese subsidiary, to Socie<strong>da</strong>de de Construções<br />
<strong>Soares</strong> <strong>da</strong> <strong>Costa</strong>, SA currently amounting to 1,235<br />
thousand euros, to be repaid in January, February<br />
and March 2012.<br />
// “Hot money” loan granted by Montepio Geral,<br />
to Socie<strong>da</strong>de de Construções <strong>Soares</strong> <strong>da</strong> <strong>Costa</strong>, SA<br />
currently amounting to3,000 thousand euros, to be<br />
repaid in January 2012.<br />
Consoli<strong>da</strong>ted Financial Statements | Grupo <strong>Soares</strong> <strong>da</strong> <strong>Costa</strong>, SGPS, SA<br />
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// Loan granted by Caixa Geral de Depósitos to<br />
Socie<strong>da</strong>de de Construções <strong>Soares</strong> <strong>da</strong> <strong>Costa</strong>, SA<br />
amounting to 138 thousand dollars, to be paid back<br />
in 2 quarterly instalments ending on January 2012.<br />
// Loan granted by NCG Banco, SA, Portuguese<br />
subsidiary, to Socie<strong>da</strong>de de Construções <strong>Soares</strong><br />
<strong>da</strong> <strong>Costa</strong>, S.A. amounting to 1,150 thousand euros,<br />
to be paid back in 23 six-month instalments ending<br />
on January 2023.<br />
// Loan granted by Banco BPI to Socie<strong>da</strong>de de<br />
Construções <strong>Soares</strong> <strong>da</strong> <strong>Costa</strong>, SA amounting to<br />
355 thousand Euros, to be paid back in 2 quarterly<br />
instalments ending on May 2012.<br />
// Loan granted by Banco BPI to Socie<strong>da</strong>de de<br />
Construções <strong>Soares</strong> <strong>da</strong> <strong>Costa</strong>, SA amounting to<br />
1,491 thousand Euros, to be paid back in 7 quarterly<br />
instalments ending on September 2013.<br />
// Loan granted by Banco BPI to Socie<strong>da</strong>de de<br />
Construções <strong>Soares</strong> <strong>da</strong> <strong>Costa</strong>, SA amounting to 59<br />
thousand Euros, to be paid back on February 2013.<br />
// Loan granted Banco Português de Negócios<br />
to Socie<strong>da</strong>de de Construções <strong>Soares</strong> <strong>da</strong> <strong>Costa</strong>, SA<br />
amounting to 1,689 thousand Euros, to be paid back<br />
in 13 quarterly instalments ending on January 2015.<br />
// Loan granted by Banco Português de Negócios to<br />
Socie<strong>da</strong>de de Construções <strong>Soares</strong> <strong>da</strong> <strong>Costa</strong>, SA with<br />
amounting to 2,717 thousand Euros, to be paid back<br />
in 5 quarterly instalments ending on February 2013.<br />
// Loan granted by Banco BIC to Socie<strong>da</strong>de de<br />
Construções <strong>Soares</strong> <strong>da</strong> <strong>Costa</strong>, SA amounting to<br />
400 thousand Euros, to be paid back in 6 monthly<br />
instalments ending on June 2012.<br />
// Loan granted by Banif - Banco Internacional<br />
do Funchal to Socie<strong>da</strong>de de Construções <strong>Soares</strong> <strong>da</strong><br />
<strong>Costa</strong>, SA currently amounting to 3,542 thousand<br />
Euros, to be paid back in 13 quarterly instalments<br />
ending on February 2015.<br />
// Loan granted by Caixa Geral de Depósitos to<br />
Socie<strong>da</strong>de de Construções <strong>Soares</strong> <strong>da</strong> <strong>Costa</strong>, SA<br />
amounting to 8,750 thousand Euros, to be paid back<br />
in 7 quarterly instalments ending on until September<br />
2013.<br />
// Loan granted by Banco Bilbao Vizcaya Argentaria<br />
(Portugal) to Socie<strong>da</strong>de de Construções <strong>Soares</strong> <strong>da</strong><br />
<strong>Costa</strong>, SA amounting to 3,750 thousand Euros, to<br />
be paid back in 2 monthly instalments ending on<br />
February 2012.<br />
// Loan granted by Barclays Bank to Socie<strong>da</strong>de<br />
de Construções <strong>Soares</strong> <strong>da</strong> <strong>Costa</strong>, SA amounting to<br />
3,040 thousand Euros, to be paid back in 6 monthly<br />
instalments ending on July 2012.<br />
267<br />
// Loan granted by Barclays Bank to Socie<strong>da</strong>de<br />
de Construções <strong>Soares</strong> <strong>da</strong> <strong>Costa</strong>, SA amounting to<br />
1,600 thousand Euros, to be paid back in 5 monthly<br />
instalments ending on June 2012.<br />
// Loan granted by Bnaco BAI Europa to Socie<strong>da</strong>de<br />
de Construções <strong>Soares</strong> <strong>da</strong> <strong>Costa</strong>, SA amounting to<br />
2,000 thousand rol, to be paid back on June 2012.<br />
// Loan granted by BRD Groupe Société Generale<br />
to Socie<strong>da</strong>de de Construções <strong>Soares</strong> <strong>da</strong> <strong>Costa</strong>, SA<br />
amounting to 755 thousand rol, to be paid back in 3<br />
quarterly instalments ending on August 2012.<br />
// Socie<strong>da</strong>de de Construções <strong>Soares</strong> <strong>da</strong> <strong>Costa</strong>, S.A.<br />
has contracted with Barclays Bank the placement<br />
and underwriting of Commercial Paper issues up to<br />
a limit of 9,900 thousand euros, under a commercial<br />
paper programme contract in place up to August<br />
2013. As of December 31, 2011 this programme<br />
was being completely used.<br />
// Socie<strong>da</strong>de de Construções <strong>Soares</strong> <strong>da</strong> <strong>Costa</strong>,<br />
S.A. has contracted with Caixa Central de Credito<br />
Agrícola Mutuo the placement and underwriting<br />
of Commercial Paper issues up to a limit of 5,000<br />
thousand euros, under a commercial paper<br />
programme contract in place up to January 2014.<br />
As of December 31, 2011 this programme was being<br />
completely used.
Socie<strong>da</strong>de de Construções <strong>Soares</strong> <strong>da</strong> <strong>Costa</strong>, S.A.<br />
has contracted with Caixa Geral de Depósitos the<br />
placement and underwriting of Commercial Paper<br />
issues up to a limit of 15,000 thousand Euros, under<br />
a commercial paper programme contract in place up to<br />
June 2012. As of December 31, 2011 this programme<br />
was being completely used.<br />
// Socie<strong>da</strong>de de Construções <strong>Soares</strong> <strong>da</strong> <strong>Costa</strong>, S.A.<br />
has contracted with Banco Comercial Português the<br />
placement and underwriting of Commercial Paper<br />
issues up to a limit of 4,500 thousand Euros, under<br />
a commercial paper programme contract in place<br />
up to January 2014. As of December 31, 2011 this<br />
programme was being completely used.<br />
// Socie<strong>da</strong>de de Construções <strong>Soares</strong> <strong>da</strong> <strong>Costa</strong>, S.A.<br />
has contracted with Banco Comercial Português<br />
and Banco Popular Portugal the placement and<br />
underwriting of Commercial Paper issues up to a limit<br />
of 15,000 thousand Euros, under a commercial paper<br />
programme contract in place up to January 2014.<br />
As of December 31, 2011 this programme was being<br />
completely used.<br />
// Loan granted by Banco Africano de Investimento<br />
to Socie<strong>da</strong>de de Construções <strong>Soares</strong> <strong>da</strong> <strong>Costa</strong>, SA<br />
amounting to 1,950 thousand dollars, to be paid back<br />
in 13 monthly instalments ending on January 2013.<br />
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268<br />
// Loan granted by Banco de Fomento de Angola,<br />
amounting to 462,157 thousand kwanzas, to be paid<br />
back in 22 montly instalments ending on October<br />
2013.<br />
// Loan granted by Montepio Geral to Clear<br />
Instalações Electromecânicas, SA amounting to<br />
218 thousand euros, to be paid back in 5 quarterly<br />
instalments ending on March 2013.<br />
// Loan granted by Montepio Geral to Construções<br />
Metálicas Socometal, S.A. amounting to 218 thousand<br />
euros, to be paid back in 5 quarterly instalments<br />
ending on March 2013.<br />
// Loan granted by Montepio Geral to Construções<br />
Metálicas Socometal, S.A. amounting to 250 thousand<br />
euros, to be paid back in 12 quarterly instalments<br />
ending on December 2014.<br />
// Loan granted by Banif to <strong>Soares</strong> <strong>da</strong> <strong>Costa</strong> America,<br />
Inc. amounting to 13,659 thousand dollars, to be paid<br />
back in sixmonthly instalments ending on September<br />
2013.<br />
// Loan granted by Commerce National Bank Finance<br />
to <strong>Soares</strong> <strong>da</strong> <strong>Costa</strong> America, Inc. currently amounting<br />
to 1,950 thousand dollars, to be paid back on<br />
December 2011.<br />
// Loan granted by TerraBank to <strong>Soares</strong> <strong>da</strong> <strong>Costa</strong><br />
America, Inc. currently amounting to 1,900 thousand<br />
euros, to be paid on April 2012.<br />
// Loan granted by M&I Bank to Prince Contracting,<br />
LLC amounting to 104 thousand dollars, with a<br />
monthly fixed instalment (capital and interests) of<br />
1.1 thousand dollars and a final repayment of 98<br />
thousand dollars on September 2012.<br />
Concessions<br />
// Loan granted by Banco BPI to <strong>Soares</strong> <strong>da</strong> <strong>Costa</strong><br />
Concessões, SGPS, SA amounting to 1,429 thousand<br />
euros, to be paid back in 3 half-yearly instalments<br />
ending on December 2012.<br />
// Loan granted by Banco Popular Portugal to<br />
<strong>Soares</strong> <strong>da</strong> <strong>Costa</strong> Concessões, SGPS, S.A. amounting<br />
to 16,968 thousand euros, to be paid back in 50<br />
quarterly instalments ending on May 2024.<br />
// Loan granted by Banif Banco de Investimentos<br />
to <strong>Soares</strong> <strong>da</strong> <strong>Costa</strong> Concessões, SGPS, SA amounting<br />
to 2,625 thousand Euros, to be paid back in 10<br />
six-monthly instalments ending on June 2016.<br />
// Loan granted by Banco BPI to CPE - Companhia<br />
de Parques de Estacionamento, SA amounting to<br />
27,941 thousand euros, to be paid back in 34 sixmonthly<br />
instalments ending on December 2028.<br />
269<br />
// Loan granted by Banco BPI to CPE - Companhia<br />
de Parques de Estacionamento, SA amounting<br />
to 1,010 thousand euros, to be paid back in 4 sixmonthly<br />
instalments ending on December 2013.<br />
// Loan granted by Banco BPI to Intevias - Serviços<br />
e Gestão, SA amounting to 62,258 thousand euros,<br />
to be paid back in 14 yearly instalments ending on<br />
July 2028.<br />
// Loan granted by Caixa Banco de Investimentos<br />
to <strong>Soares</strong> <strong>da</strong> <strong>Costa</strong> Hidroenergia 1T, L<strong>da</strong>. and <strong>Soares</strong><br />
<strong>da</strong> <strong>Costa</strong> Hidroenergia 4T currently amounting to<br />
5,000 thousand euros, to be paid on June 2012.<br />
// Loan granted by Banca Comercial e do Banco<br />
Europeu de Investimentos to Scutvias – Autoestra<strong>da</strong>s<br />
<strong>da</strong> Beira Interior, S.A., currently and in the percentage<br />
of the participation amounting to 9,610,821 euros<br />
and 4,179,165 euros, respectively, to be repaid in<br />
2 six-month installements ending on October 2012.<br />
// Loan granted by BBU Bank to <strong>Soares</strong> <strong>da</strong> <strong>Costa</strong><br />
Concessions USA, Inc. amounting to 2,000 thousand<br />
dollars, to be paid back on April 2012.<br />
// Loan granted by Banif Banco de Investimento<br />
to SDC <strong>Costa</strong> Rica, SA amounting to 7,852 thousand<br />
dollars, to be paid back on December 2017.
Real Estate<br />
// Loan granted by Banco Comercial Portugues to Ciagest – Imobiliária e Gestão, SA amounting to 2,<br />
197 thousand Euros, to be paid back in 33 quarterly instalments ending on February 2020.<br />
// Loan granted by Banco Comercial Português to Ciagest – Imobiliária e Gestão, SA amounting to 11,<br />
215 thousand Euros, to be paid back in 36 quarterly instalments ending on December 2020.<br />
// Loan granted by Caixa Nova Galicia to Ciagest – Imobiliária e Gestão, SA currently amounting to 3,<br />
946 thousand euros, to be paid back in 102 monthly instalments ending on June 2020.<br />
// Loan granted by Caixa Nova Galicia to Ciagest – Imobiliária e Gestão, SA currently amounting to 1,<br />
167 thousand euros, to be paid back in 17 monthly instalments ending on April 2013.<br />
// Loan granted by Nova Caixa Galicia to Cais <strong>da</strong> Fontinha - Investimentos Imobiliária, S.A. currently<br />
amounting to 3,225 thousand euros, to be paid back in 6 quarterly instalments ending on March 2013.<br />
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270<br />
// Loan granted by Banco Privado Atlântico to Talatona Imobiliária, L<strong>da</strong>. amounting to 2,857,083 thousand<br />
kwanzas, to be paid back on February 2012.<br />
As of December 31, 2011 “Bank loans” in non-current liabilities included the financing loans secured by the<br />
associated company Scutvias – Autoestra<strong>da</strong>s <strong>da</strong> Beira Interior, SA to fund the construction of the motorway,<br />
operated under a concession contract, from Banco Europeu de Investimento and the banking syndicate,<br />
amounting to 97,553,660 Euros and 70,015,941 Euros, respectively, in the percentage attributable to the<br />
Group. The main terms of these loans are:<br />
Credit facility Interest rate 1st Payment Last Payment<br />
Banking syndicate variable, indexed to 6 1s t hal f of 2006 1s t hal f of 2019<br />
European Inves tment Bank Fixed rate: 6.43% 2nd hal f of 2007 1s t hald of<br />
The jointly controlled company Auto-Estra<strong>da</strong>s XXI - Subconcessionária, S.A., entered into the following<br />
financing: long term credit facility, EIB facility with commercial risk and EIB facility with guarantees, under<br />
the following terms:<br />
271<br />
EIB facility with commercial risk<br />
Amount Up to EUR 200,000,000<br />
Total Period Up to 27 years as of the Financial Close<br />
Use Period 5 years<br />
Interest Rate Euribor plus margin<br />
From 2009 until the first semester of 2016: 0,90% p.a. After the first semester of 2016: 0,37% p.a.<br />
Margin<br />
Note: an aditional 0.20% margin over the EIB margins has been considered since that to the financings entered into with EIB<br />
on a variable rate, an estimated 0.31% spread over Euribor is chargeable.<br />
Commitment Fee 0.45% p.a. over the amount not used<br />
Financial operations fee 0,50% flat<br />
Redemption variable and increasing with man<strong>da</strong>tory redemption amounts<br />
Hedging<br />
Interest rates variation risk hedging through a swap contract with differentiated coverage: 100% of the capital during the<br />
availability period and for the following periods the coverage levels for the outstanding principal:<br />
• From 2014 to 2027: 70% of the outstanding principal not taking into account the depreciations under the cash sweep system;<br />
• From 2028 to 2029: 17% and 7% of the outstanding principal not taking into account the depreciations under the cash<br />
sweep system.
Consoli<strong>da</strong>ted Financial Statements | Grupo <strong>Soares</strong> <strong>da</strong> <strong>Costa</strong>, SGPS, SA<br />
272<br />
EIB's guaranteed facility loan:<br />
Amount Up to EUR 89,000,000<br />
Total Period Up to 27 years as of the Financial Close<br />
Use Period 5 years<br />
Interest Rate Euribor plus margin<br />
Margin<br />
0.0% as long as bank guarantees are in force and 0.37% after the release of the bank guarantees granted by commercial banks.<br />
Note: the financial system isn't taking into account the release of the bank guarantees<br />
Commitment Fee 0.20% p.a. over the amount not used<br />
Financial operations fee 0,20% flat<br />
Redemption variable and increasing with man<strong>da</strong>tory redemption amounts<br />
Hedging<br />
Interest rate variation risk hedging through a swap contract with differentiated coverage: 100% of the capital during the<br />
availability period and for the following periods the coverage levels for the outstanding principal:<br />
• From 2014 to 2027: 70% of the outstanding principal not taking into account the depreciations under the cash sweep system;<br />
• From 2028 to 2029: 17% and 7% of the outstanding principal not taking into account the depreciations under the cash<br />
sweep system.<br />
Long Term Credit Facility<br />
Amount Up to EUR 286,000,000<br />
Total Period Up to 27 years as of the Financial Close, that is to say until 10/12/2035<br />
Use Period 5 years (from 2009 to 2013)<br />
Interest Rate Euribor plus margin<br />
Margin<br />
2009 to 2011: 1,60% p.a.<br />
2012 to 2015: 1,80% p.a.<br />
Commitment Fee 50% of the applicable margin over the amount not used<br />
Financial operations fee<br />
1,40% flat In fiscal terms, the incidence of the fee has been divided between vAT and stamp duty with the 75% and 25%<br />
respectively<br />
Agent's Fee EUR 100,000 per year, adjusted with inflation<br />
Redemption <strong>Full</strong> cash sweep durign 2014 and 2015 and the remaining bullet in 2016.<br />
Hedging<br />
Interest rate variation risk hedging through a swap contract with differentiated coverage: 100% of the capital during the<br />
availability period and for the following periods the coverage levels for the outstanding principal:<br />
• From 2014 to 2027: 70% of the outstanding principal not taking into account the depreciations under the cash sweep system;<br />
• From 2028 to 2029: 17% and 7% of the outstanding principal not taking into account the depreciations under the cash<br />
sweep system.<br />
273<br />
The consortium bid takes into account the renegotiation of the Long Term Credit Facility in 2016 through the<br />
issuance of a debenture loan under more advantageous conditions. This refinancing operation is not deemed as<br />
the "Subconcession refinancing" provisioned in clause 90 of the Subconcession Contract because it is a part of<br />
the Consortium bid, the fulfilment risk is fully undertaken by the Consortium and is included in the Base Case.<br />
This way, it is acknowledged that, should favourable impacts result from such operation, those results shall be<br />
fully withheld by the Subconcessionary. The financial conditions of the refinancing operation are as follows:<br />
Amount 256.292.632,25<br />
Total Period Until 20 years<br />
Use Period A single use in 2016<br />
Interest Rate Euribor plus margin<br />
Margin 1,50%<br />
Financial operations fee 0,50% flat<br />
Agent's Fee EUR 100,000 per year, adjusted with inflation<br />
Redemption 42 six-monthly instalments with variable capital as of 30 June 2016<br />
Hedging<br />
Interest rate variation risk partial hedging through a swap contract with the following coverage levels for the outstanding principal:<br />
• From 2016 to 2026: 70% of the outstanding;<br />
• year 2028: 17% of the outstanding principal;<br />
• year 2029: 7% of the outstanding principal;<br />
• Remaining period: 0% coverage, that is to say variable capital regime.<br />
The amounts of the items "Bonds" and "Bank Loans", as of December 31, 2010, were restated due to the<br />
implementation of the rule for the measurement of bank loans at amortized cost - IAS 39 and IAS 32 - and<br />
reflect a decrease in 2,795,754 euros and 3,606,974 euros in the non current liabilities, respectively, and<br />
of 163,261 euros in the current liabilities.
The nominal values of the loans recorded in the Consoli<strong>da</strong>ted Financial Position as of December 31,<br />
2011 have the following maturities:<br />
Consoli<strong>da</strong>ted Financial Statements | Grupo <strong>Soares</strong> <strong>da</strong> <strong>Costa</strong>, SGPS, SA<br />
274<br />
Maturity Bank loans Bonds Overdrafts Other (Factoring) Total<br />
2012 247,793,855 - 21,674,970 37,850,092 307,318,918<br />
2013 73,102,618 - - - 73,102,618<br />
2014 67,504,205 - - - 67,504,205<br />
2015 41,627,053 19,573,368 - - 61,200,421<br />
2016 33,769,761 - - - 33,769,761<br />
2017 117,193,747 78,031,373 - - 195,225,120<br />
After 2017 205,791,164 - - - 205,791,164<br />
TOTAL 786,782,403 97,604,741 21,674,970 37,850,092 943,912,207<br />
The non recourse debt as of December 31, 2011 had the following maturities:<br />
Maturity Bank loans<br />
2012 15,353,363<br />
2013 14,728,257<br />
2014 32,139,089<br />
2015 32,604,045<br />
2016 27,361,265<br />
2017 113,305,825<br />
after 2017 189,234,986<br />
TOTAL 424,726,830<br />
The Group’s loans as of December 31, 2011 had the following interest rates:<br />
Type of Credit facility Minimum Maximum<br />
Overdraft 5.030% 9.190%<br />
Hot Money 7.235% 11.940%<br />
Bank loans 2.222% 10.000%<br />
Bonds 4.204% 4.319%<br />
Commercial paper 4.856% 8.156%<br />
275<br />
Addicionally, specific financing contract in local markets have interest rates between 7.282% and 24.24%..<br />
In general, bank loans pay interest at variable rates hence exposing the Group to the effect of fluctuations in<br />
market interest rates.<br />
However, to manage interest rate risk, in particular in the Concessions business area, the Group contracted<br />
financial instrument to cover interest rates changes, as summarised in the "Derivatives" note below.<br />
Based on the net indebtness level as of December 31, 2011, a variation of one percentage point in the indexing<br />
interest rate would have an impact p.a. in terms of financial costs of 5.5 million euros.<br />
18. Derivatives<br />
During the first quarter of 2011, the Group signed the following interest rate cover instrument:<br />
Grupo <strong>Soares</strong> <strong>da</strong> <strong>Costa</strong> SGPS, S.A.<br />
Type of financial instrument Derivative<br />
Description Interest rate coverage<br />
Banks Banco Popular<br />
Currency Euro<br />
Contract <strong>da</strong>te 11/03/2011<br />
Beginning <strong>da</strong>te 14/06/2011<br />
Maturity <strong>da</strong>te 16/06/2014<br />
Frequency Annual<br />
Swap 2,64<br />
Amount covered by 31/12/2011 4.513.000 Euros , redeemable<br />
Reference Euribor 12M
In the Concessions business area, the Group has the following interest rate cover instruments:<br />
Consoli<strong>da</strong>ted Financial Statements | Grupo <strong>Soares</strong> <strong>da</strong> <strong>Costa</strong>, SGPS, SA<br />
276<br />
Scutvias - Autoestra<strong>da</strong>s <strong>da</strong> Beira Interior, S.A.<br />
Type of financial instrument Derivative<br />
Description Interest rate coverage, 100% of debt<br />
Banks BCP / BPI / BAyERISCHE / CGD<br />
Currency Euro<br />
Contract <strong>da</strong>te 24/09/1999<br />
Beginning <strong>da</strong>te 01/10/1999<br />
Maturity <strong>da</strong>te 04/10/2018<br />
Frequency Semiannual<br />
Swap 7,14<br />
Amount covered by 31/12/2011 247.035.016 euros<br />
Reference<br />
Euribor + 1% during the construction phase;<br />
Euribor + 0.9% during the operation phase.<br />
Intevias - Serviços e Gestão, S.A.<br />
Type of financial instrument Derivative<br />
Description Interest rate coverage, 100% of debt<br />
Banks BPI<br />
Currency Euro<br />
Contract <strong>da</strong>te 04/12/2008<br />
Beginning <strong>da</strong>te 04/12/2008<br />
Maturity <strong>da</strong>te 15/07/2023<br />
Frequency Annual<br />
Swap 3,45<br />
Amount covered by 31/12/2011 57.492.000 Euros , redeemable<br />
Reference Euribor 12 months<br />
CPE - Companhia de Parques de Estacionamento, S.A.<br />
Type of financial instrument Derivative<br />
Description Interest rate coverage<br />
Banks BPI<br />
Currency Euro<br />
Contract <strong>da</strong>te 09/06/2009<br />
Beginning <strong>da</strong>te 10/06/2009<br />
Maturity <strong>da</strong>te 10/12/2028<br />
Frequency Semiannual<br />
Swap 4,19<br />
Amount covered by 31/12/2011 19.528.959 Euros , redeemable<br />
Reference Euribor 6 months<br />
Autoestra<strong>da</strong>s XXI - Subconcessionária, S.A.<br />
Type of financial instrument Derivative<br />
Description Interest rate coverage<br />
Banks BBvA, BANESTO, Banco Popular, CAJA Madrid, Santander Totta, BPI, lA CAIXA<br />
Currency Euro<br />
Contract <strong>da</strong>te 30/01/2009<br />
Beginning <strong>da</strong>te 03/02/2009<br />
Maturity <strong>da</strong>te 31/12/2029<br />
Frequency Semiannual<br />
Swap 4,22<br />
Amount covered by 31/12/2011 501.337.777 Euros , redeemable<br />
Reference Euribor 6 months<br />
277
In the Construction business area, and in order to cover exchange rate risk associated with cash flows of<br />
a specific project, the Group has signed several currency forward contracts summarised in the table below:<br />
Soc. Construções <strong>Soares</strong> <strong>da</strong> <strong>Costa</strong>, S.A.<br />
Type of financial instrument Derivative<br />
Description Forward<br />
Banks Barclays Bank<br />
Currency US dollar<br />
Contract <strong>da</strong>te 03/07/2009 18/09/2009<br />
Beginning <strong>da</strong>te 03/07/2009 18/09/2009<br />
Maturity <strong>da</strong>te 09/07/2012 09/07/2012<br />
Frequency Flexible Flexible<br />
Swap 1,4455 1,5100<br />
Amount covered by 31/12/2011 8.150.000 USD 5.000.000 USD<br />
Reference Foreign exchange rate EUR/USD<br />
Consoli<strong>da</strong>ted Financial Statements | Grupo <strong>Soares</strong> <strong>da</strong> <strong>Costa</strong>, SGPS, SA<br />
278<br />
As of December 31, 20110, these instruments had been classified as coverage instruments as they met<br />
the formal requisites of IAS 39 related to the documentation and effectiveness of the derivative coverage<br />
instruments.<br />
The fair value of these financial instruments was set by the respective counterparts which are independent and<br />
credible entities by adopting appropriate evaluation models. These were based on the discounted cash flow<br />
method using observable market inputs listed in the interbank market.<br />
As of December 31, 2012 and 2010, the item “Derivatives” has the following breakdown:<br />
Derivatives 31-DEC-11 31-DEC-10<br />
Grupo <strong>Soares</strong> <strong>da</strong> <strong>Costa</strong>, SGPS, S.A. 63,676 -<br />
Socie<strong>da</strong>de de Construções <strong>Soares</strong> <strong>da</strong> <strong>Costa</strong>, S.A. 1,190,357 1,337,993<br />
Intevias – Serviços e Gestão, S.A. 4,261,552 1,904,489<br />
C.P.E. – Companhia de Parques de Estacionamento, S.A. 3,309,601 1,563,890<br />
Scutvias – Autoestra<strong>da</strong>s <strong>da</strong> Beira Interior, S.A. 13,494,989 13,800,571<br />
Auto-Estra<strong>da</strong>s XXI - Subconcessionária, S.A. 44,123,589 19,733,946<br />
TOTAL 66,443,764 38,340,890<br />
19. Breakdown of Accounts Payable<br />
As of December 31, 2011 the item “Accounts payable” breakdown was the following:<br />
279<br />
Accounts payable 31-DEC-11 31-DEC-10<br />
Fixed assets suppliers 2,389,730 4,656,414<br />
Suppliers with retention of guarantees 10,211,038 8,617,015<br />
Advances from customers 21,670,923 20,531,026<br />
Other 17,038,409 11,154,705<br />
Accounts payable - non current 51,310,099 44,959,160<br />
Associated companies 16,867 3,990,041<br />
Other shareholders 32,823 1,251,208<br />
State and other public entities (excluding income tax) 6,611,564 5,451,424<br />
Outros credores 49,998,581 41,520,448<br />
Accounts payable - current 56,659,835 52,213,121<br />
“State and other public bodies” (including income tax) account breakdown as of December 31, 2011 and 2010:<br />
31-DEC-11 31-DEC-10<br />
value added tax 2,369,315 2,620,840<br />
Social security's contributions 2,456,940 1,562,883<br />
Other 1,785,309 1,267,701<br />
TOTAL 6,611,564 5,451,424
20. Breakdown of Other Current Liabilities<br />
Consoli<strong>da</strong>ted Financial Statements | Grupo <strong>Soares</strong> <strong>da</strong> <strong>Costa</strong>, SGPS, SA<br />
280<br />
Other Current Liabilities 31-DEC-11 31-DEC-10<br />
Costs accruals 126.858.451 108.599.114<br />
Deferred income 57.184.425 46.806.541<br />
TOTAL 184.042.876 155.405.656<br />
The value of "Accrued expenses" has been restated to December 31, 2010, with the implementation of the rule<br />
for the measurement of bank loans at amortized cost - IAS 39 and IAS 32 - and reflects an increase of 88,395<br />
euros.<br />
As of December 31, 2011 and 2010 these items breakdown was as follows:<br />
31-DEC-11 31-DEC-10<br />
Accrued costs<br />
Invoiced to be received 97,894,505 84,955,870<br />
Staff costs to pay 9,033,777 9,797,409<br />
Interest to pay 7,943,361 6,744,945<br />
Other 11,986,808 7,100,891<br />
126,858,452 108,599,114<br />
Deferred income<br />
Works invoiced not executed 48,619,467 37,562,605<br />
Antecipated rents 324,107 321,984<br />
Other 8,240,850 8,921,952<br />
57,184,424 46,806,541<br />
21. Breakdown in Annual Movement of Fair Value Adjustments and Provisions<br />
Movement in fair value adjustments:<br />
Fair Value Adjustments Notes Opening<br />
Balance<br />
281<br />
Changes in<br />
Perimeter<br />
Increases Reductions Closing<br />
Balance<br />
Doubtful customers 19,711,158 - 1,532,440 (50,914) 21,192,685<br />
Customers 13 19,711,158 - 1,532,440 (50,914) 21,192,685<br />
Other accounts receivable 7,023,063 - 109,720 (3,937,955) 3,194,828<br />
Other accounts receivable 13 7,023,063 - 109,720 (3,937,955) 3,194,828<br />
Raw material s and consumables 153,213 - 85,389 (14,870) 223,733<br />
Goods and work in progress 281,689 - 69,066 (348,772) 1,983<br />
Finished and intermediate goods 4,050,259 - - (14,694) 4,035,566<br />
Goods 445,038 - 368,324 (72,902) 740,460<br />
Inventories 12 4,930,199 - 522,780 (451,238) 5,001,742<br />
Equity consoli<strong>da</strong>ted financial investments - - - - -<br />
Other financial investments 387,023 - 48,996 (19,434) 416,584<br />
Financial investments 387,023 - 48,996 (19,434) 416,584<br />
Total fair value adjustments 32,051,444 - 2,213,936 (4,459,541) 29,805,838<br />
Movement in provisions was as follows:<br />
Provisions Opening<br />
Balance<br />
Changes in<br />
Perimeter<br />
Increases Reductions Closing<br />
Balance<br />
Other provisions for risks and charges 704,145 - 275,739 (93,684) 886,200<br />
TOTAL 704,145 - 275,739 (93,684) 886,200<br />
Its breakdown by nature as of December 31, 2011, was the following:<br />
Saldo inicial Aumento Redução Saldo final<br />
Judicial proceedings 602,692 52,212 (86,180) 568,724<br />
Pensions and other staff costs 22,663 190,028 (7,504) 205,186<br />
Other provisions 78,790 33,500 - 112,290<br />
TOTAL 704,145 275,739 (93,684) 886,200
Impairment losses related with accounts receivable are accounted based on an individual risk analysis,<br />
considering its nature, the payment delay and the Group’s past experience in similar situations.<br />
Details on the fair value adjustments and existing provisions as of December 31, 2011 by primary reporting<br />
segment:<br />
Consoli<strong>da</strong>ted Financial Statements | Grupo <strong>Soares</strong> <strong>da</strong> <strong>Costa</strong>, SGPS, SA<br />
282<br />
Construction Real Estate Concessions Energia<br />
Própria<br />
Financial<br />
participations<br />
Consoli<strong>da</strong>ted<br />
Other financial investments - - - - 416,584 416,584<br />
- - - - 416,584 416,584<br />
Inventories<br />
Raw material s and consumables 223,733 - - - - 223,733<br />
Goods and work in progress 3,869,840 165,726 - - - 4,035,566<br />
Finished and intermediate goods 1,983 - - - - 1,983<br />
Goods - 714,307 - 26,154 - 740,460<br />
4,095,555 880,033 - 26,154 - 5,001,742<br />
Customers<br />
Doubtful customers 19,632,543 1,543,117 3,384 13,641 - 21,192,685<br />
Other account receivable<br />
19,632,543 1,543,117 3,384 13,641 - 21,192,685<br />
Other account receivable 3,194,828 - - - - 3,194,828<br />
3,194,828 - - - - 3,194,828<br />
TOTAL FAIR VALUE ADJUSTMENTS 26,922,926 2,423,149 3,384 39,795 416,584 29,805,838<br />
Other provisions for risks<br />
and charges<br />
828,366 - 46,063 11,711 - 886,200<br />
828,366 - 46,063 11,711 - 886,200<br />
22. Related Parties<br />
Account balances and transactions within the Group companies in the perimeter of the consoli<strong>da</strong>tion are<br />
eliminated in the consoli<strong>da</strong>tion process, and are not disclosed in this note. Balances and transactions between<br />
the Group and associated companies (consoli<strong>da</strong>ted by the equity method) are detailed in the following table.<br />
The terms and conditions used in these transactions between the Group and related parties are substantially<br />
the same normally contracted between independent entities in comparable operations.<br />
Balances as of December 31, 2011 Customers Other 3rd<br />
parties assets<br />
283<br />
Loans to<br />
subsidiaries and<br />
associated<br />
Suppliers Other 3rd<br />
parties<br />
liabilities<br />
Gayaexplor - Const.Exploração de Parques Estacionam., l<strong>da</strong> 22,734 - 27,500 - -<br />
Indáqua - Indústria e Gestão de Águas, SA - 180,396 9,373,759 64,523 -<br />
Metropolitan Transportation Solutions, ltd. 7,171,502 1,500,238 53,054 - 861,227<br />
Grupul Portughez de Construtii, S.R.l. 1,220,804 505,521 - - -<br />
CFE Indústria de Condutas, S.A. 12,721 - 45,000 9,163 -<br />
MTA - Máquinas e Tratores de Angola l<strong>da</strong>. 24,146 154,237 - 17,431 -<br />
SDC Emirates Construction, l.l.C. - 101,624 - - -<br />
Self Energy Moçambique, S.A. 118,027 - - - -<br />
larvick Reliable, R.l. 15,000 - 43,000 - -<br />
My Watt, l<strong>da</strong> - - 505,500 - -<br />
TOTAL 8,584,934 2,442,016 10,047,813 91,117 861,227<br />
Transactions in 2011 Operating<br />
income and<br />
gains<br />
Operating<br />
costs and<br />
losses<br />
Financial<br />
income/<br />
costs<br />
CFE Indústria de Condutas, S.A. 15,067 54,748 -<br />
MTA - Máquinas e Tratores de Angola l<strong>da</strong>. 395,705 714,531 (4,243)<br />
Indáqua - Indústria e Gestão de Águas, S.A. - 223,145 346,619<br />
Metropolitan Transportation Solutions ltd. - 84,752 -<br />
Self Energy Moçambique, S.A. 329,981 - -<br />
TOTAIS 740,753 1,077,176 342,376
Consoli<strong>da</strong>ted Financial Statements | Grupo <strong>Soares</strong> <strong>da</strong> <strong>Costa</strong>, SGPS, SA<br />
284<br />
Remunerations for members of the Board of Directors, Supervisory Board and key management team members<br />
as of December 31, 2011 are as follows:<br />
Fixed<br />
remuneration<br />
Variable<br />
remunerationl<br />
Executive members of the board of directors 1,229,465 - 1,229,465<br />
Non executive members of the board of directors 800,000 - 800,000<br />
Members of the supervisory board 94,750 - 94,750<br />
key members of the management team 4,264,258 310,493 4,574,750<br />
The company’s external auditor is BDO & Associados, SROC, number 29 in the Chartered Accountants<br />
Professional Association and number 1122 in the CMVM’s auditors registration, represented by Paulo Jorge<br />
de Sousa Ferreira (Chartered Accountant number 781). The Group (or other related entities) paid during 2011<br />
107,625 Euros to the external auditor (and other related companies) for their statutory audit services. The<br />
chartered accountant, Grant Thornton & Associados – SROC, received 134,377.5 Euros in 2011.<br />
The board of directors states that, prior to sign up any service to the company’s external auditor, makes sure<br />
that this will not put their independence at risk (as defined in CMVM’s recommen<strong>da</strong>tion number C (202) 1873<br />
of May 16, 2004).<br />
As of December 31, 2011, the companies Manuel Fino, SGPS, S.A. and PARINAMA – Participações e Investimentos,<br />
SGPS, S.A. hold, respectively, 70.81% and 11% of the Group's share capital. In turn, the company Manuel Fino<br />
SGPS, S.A. holds 20.3% of the voting rights at Cimpor - Cimentos de Portugal, SGPS, S.A..<br />
Total<br />
Therefore, pursuant to the provisioned in IAS 34, Cimpor Group can be (indirectly) considered a related party<br />
which is why we present its balance as of December 31, 2011 and the transactions occurred during the past<br />
year:<br />
285<br />
Balance as of December 31, 2011 Suppliers Other<br />
Betão liz, SA. 3,566,278 -<br />
Agrepor Agregados-Extração de Inertes, SA. 162,739 -<br />
Ciarga-Argamassas Secas, SA. 84 -<br />
Predifino - Socie<strong>da</strong>de Imobiliária, SA. 7,117 -<br />
Prediana - Socie<strong>da</strong>de de Pré-Esforaçados, S.A. - 711<br />
PARINAMA - Participações e Investimentos, SGPS, SA 5,945 -<br />
Ibera - Indústria de Betão, S.A. 167,621 -<br />
TOTAL 3,909,784 711<br />
Transactions in 2011 Purchases Other financial<br />
income and<br />
gains<br />
External<br />
Supplies<br />
Betão liz, SA. 8,300,199 22,424 4,842<br />
Agrepor Agregados-Extração de Inertes, SA. 834,867 465 -<br />
Ciarga-Argamassas Secas, SA. 68 - -<br />
Predifino - Socie<strong>da</strong>de Imobiliária, SA. - - 4,902<br />
PARINAMA - Participações e Investimentos, SGPS, SA - - 67,715<br />
Ibera - Indústria de Betão, S.A. 136,274 - -<br />
TOTAL 9,271,408 22,889 77,459<br />
The balances as of December 31, 2010 and transactions during 2010 were as follows:<br />
Balance as of December 31, 2010 Suppliers<br />
Cimpor - Indústria de Cimentos, S.A. 115<br />
Betão liz, SA. 4,027,692<br />
Agrepor Agregados-Extração de Inertes, SA. 660,960<br />
Predifino - Socie<strong>da</strong>de Imobiliária, SA. 1,098<br />
Prediana - Socie<strong>da</strong>de de Pré-Esforaçados, S.A. 711<br />
PARINAMA - Participações e Investimentos, SGPS, SA 6,050<br />
TOTAL 4,696,626
Transactions in 2010 Purchases Other financial<br />
income and<br />
gains<br />
Consoli<strong>da</strong>ted Financial Statements | Grupo <strong>Soares</strong> <strong>da</strong> <strong>Costa</strong>, SGPS, SA<br />
286<br />
External<br />
Supplies<br />
Cimbetão - Cimpor Betão de Moçambique, S.A.R.l. 4,434 - -<br />
Betão liz, SA. 4,386,225 6,594 6,118<br />
Agrepor Agregados-Extração de Inertes, SA. 640,967 2,513 -<br />
Ciarga-Argamassas Secas, SA. 14,557 - -<br />
Predifino - Socie<strong>da</strong>de Imobiliária, SA. - - 11,027<br />
PARINAMA - Participações e Investimentos, SGPS, SA - - 84,448<br />
TOTAL 5,046,183 9,107 101,593<br />
We further state that the above mentioned transactions took place under market's normal conditions.<br />
23. Breakdown of Other Operating Income and Costs<br />
Other operating income are as follows:<br />
Other operating income 31-DEC-11 31-DEC-10<br />
Own works 12,534,888 14,606,176<br />
Gains in fixed tangible as sets 3,763,977 997,925<br />
Operational subsidies 174,110 12,357<br />
Ajustments reversion 552,368 343,763<br />
Other operating income and gains 15,342,020 11,305,131<br />
TOTAL 32,367,362 27,265,352<br />
Other operating cost are as follows:<br />
Other operating costs 31-DEC-11 31-DEC-10<br />
Taxes 9,374,260 8,278,216<br />
Bad debts 628,080 1,244,951<br />
losses in fixed tangible as sets 2,255,187 1,485,534<br />
Fines 175,245 100,536<br />
Donations 42,815 29,039<br />
losses in inventories 156,517 243,342<br />
Penalties in contracts 2,268,208 2,014,456<br />
Other operational costs and losses 7,195,944 8,006,242<br />
TOTAL 22,096,255 21,402,316<br />
24. Employees<br />
Average number of employees working for companies included in the Group’s consoli<strong>da</strong>tion perimeter<br />
by full consoli<strong>da</strong>tion method, during the financial year ending on December 31, 2011, totalled 5,549:<br />
Directors Senior<br />
management<br />
Middle<br />
management<br />
Officers and<br />
heads of<br />
services<br />
287<br />
Highly<br />
qualified<br />
professionals<br />
Semi<br />
qualified<br />
professionals<br />
Non<br />
qualified<br />
staff<br />
Apprentices<br />
44 419 304 451 2.551 830 522 428<br />
Average number of employees working for companies included in the Group’s consoli<strong>da</strong>tion perimeter<br />
by the proportional method during 2011, totalled 881:<br />
Directors Senior<br />
management<br />
Middle<br />
management<br />
Officers and<br />
heads of<br />
services<br />
Highly<br />
qualified<br />
professionals<br />
Semi<br />
qualified<br />
professionals<br />
Non<br />
qualified<br />
staff<br />
Apprentices<br />
32 88 82 75 192 163 236 13<br />
Average number of employees working for companies included in the Group’s consoli<strong>da</strong>tion perimeter by full<br />
consoli<strong>da</strong>tion method, during the financial year ending on December 31, 2010, totalled 5,952:<br />
Directors Senior<br />
management<br />
Middle<br />
management<br />
Officers and<br />
heads of<br />
services<br />
Highly<br />
qualified<br />
professionals<br />
Semi<br />
qualified<br />
professionals<br />
Non<br />
qualified<br />
staff<br />
Apprentices<br />
34 429 266 469 2.563 1.267 660 264<br />
Average number of employees working for companies included in the Group’s consoli<strong>da</strong>tion perimeter<br />
by the proportional method during 2010, totalled 878:<br />
Directors Senior<br />
management<br />
Middle<br />
management<br />
Officers and<br />
heads of<br />
services<br />
Highly<br />
qualified<br />
professionals<br />
Semi<br />
qualified<br />
professionals<br />
Non<br />
qualified<br />
staff<br />
Apprentices<br />
38 133 71 121 264 131 111 9
25. Consoli<strong>da</strong>ted Financial Results<br />
Consoli<strong>da</strong>ted financial results breakdown for the financial years ending on December 31, 2011 and 2010:<br />
Consoli<strong>da</strong>ted Financial Statements | Grupo <strong>Soares</strong> <strong>da</strong> <strong>Costa</strong>, SGPS, SA<br />
288<br />
Costs and losses 31-DEC-11 31-DEC-10<br />
Interest paid 55,587,613 46,484,789<br />
Losses in financial investments in associated companies 500,001 506,765<br />
Foreign exchange losses 28,411,897 27,354,644<br />
Cash discounts granted 33,383 49,204<br />
Financial applications adjustments 48,996 29,285<br />
Other financial costs and losses 19,015,578 16,236,693<br />
Other financial losses 47,509,853 43,669,826<br />
(1) 103,597,468 90,661,380<br />
Income and gains 31-DEC-11 31-DEC-10<br />
Interets received 14,441,415 10,446,738<br />
Gains in financial investments in associated companies 665,568 856,114<br />
Income and capital gains from participations 1,484,231 18,379,035<br />
Foreign exchange gains 34,784,003 26,837,302<br />
Cash discounts obtained 364,475 63,385<br />
Other financial income and gains 58,154 538,821<br />
Other financial gains 35,206,631 27,439,509<br />
(2) 51,797,844 57,121,396<br />
FINANCIAL RESULTS (2)-(1) (51,799,624) (33,539,983)<br />
The value of the items "Interest expense" and "Other expenses and financial loss" was restated to December 31,<br />
2010, with the implementation of the rule for the measurement of bank loans at amortized cost - IAS 39 and<br />
IAS 32 - and reflects a decrease of 58,371 euros.<br />
The item “Other financial costs and losses” mainly refers to the cost of banking guarantees, arrangement fees<br />
and other expenses and commissions charged by financial institutions.<br />
The item "Income and capital gains from equity investments" for the year 2010 is influenced by a capital gain<br />
obtained from the alienation of a participation.<br />
Gains and losses from associated companies for the financial years ended December 31, 2011 and 2010:<br />
289<br />
31-DEC-11 31-DEC-10<br />
Losses in financial investments in associated companies<br />
SDC Emirates Construction, l.l.C. 32,872 64,706<br />
Grupul Portughez de Constructii S.R.l. - 433,479<br />
CFE Indústria de Condutas, S.A. 37,159 7,466<br />
Alsoma, AEIE - 640<br />
Traversofer, SARl 2,395 -<br />
GAyAEXPlOR - Constr. e Explor. de Parques Estacionamento, l<strong>da</strong> 484 474<br />
Ute Efacec/Self Energy , ley 18/1982 426,575 -<br />
My Watt, l<strong>da</strong> 336 -<br />
Reflexos Púrpura, l<strong>da</strong> 180 -<br />
TOTAL 500,001 506,765<br />
Gains in financial investments in associated companies<br />
Mini Price Hotels (Porto), S.A. - 8,201<br />
Constructota San José - Caldera, S.A. 382,045 408,693<br />
INDÁQUA - Indústria e Gestão de Águas, S.A. 202,128 435,972<br />
Alsoma, AEIE 45,399 -<br />
Traversofer, SARl - 3,249<br />
Self Energy Moçambique, S.A. 35,997 -<br />
TOTAL 665,568 856,114<br />
Gains/ (losses) in financial investments in associated companies 165,566 349,349
26. Income Tax and Deferred Taxes<br />
Consoli<strong>da</strong>ted Financial Statements | Grupo <strong>Soares</strong> <strong>da</strong> <strong>Costa</strong>, SGPS, SA<br />
290<br />
Grupo <strong>Soares</strong> <strong>da</strong> <strong>Costa</strong>, S.G.P.S., S.A. and its domestic affiliates held directly or indirectly by the Group in more<br />
than 90% are taxed for their Legal Person Tax on Income under the Special Scheme for Taxing of Companies<br />
Groups (RETGS).<br />
AS for the companies not covered by RETGS, current tax is estimated based on the taxable income under the<br />
rules and tax systems in force at each company's country.<br />
As of January 1, 2007, municipalities are entitled to deliberate an annual tax exemption up to 1.5% over the<br />
taxable profit subject to tax on Income, thus rising the nominal tax rate to 26.5%.<br />
However, following the publication of Law 12 – A/2010, 30 June, a state exemption has been introduced,<br />
covering all taxable persons presenting taxable profit subject to Tax on Income higher than 2 million euros. This<br />
state exemption corresponds to 2.5% of the taxable profit over the mentioned limit.<br />
According to the legislation in force in Portugal, income tax declarations are subject to review and correction<br />
by the tax authorities for a period of four years (five years for social security), except when there have been tax<br />
losses, when tax benefits have been granted, or when inspections, complaints or objections are in progress, in<br />
which cases, depending on the circumstances, the mentioned period may be extended or suspended.<br />
Hence, the Company’s tax declarations from 2008 to 2011 may still be subject to review. The board of directors<br />
considers that any amendments won't have a significant impact on the consoli<strong>da</strong>ted financial statements.<br />
The income tax accounted for December 31, 2011 and 2010 breakdown as follows::<br />
Tax income 31-DEC-11 31-DEC-10<br />
Income tax (current) 10,596,163 4,822,422<br />
Deferred tax (5,849,953) (4,498,898)<br />
TOTAL 4,746,210 323,524<br />
Reconciliation of profit before tax for the tax period is as follows:<br />
291<br />
Taxa Base fiscal Imposto<br />
Tax and nominal income tax amount 26.50% 7,087,512 1,878,191<br />
State tax surcharge - 3,879,317 1,028,019<br />
Autonomous taxation - 3,442,230 912,191<br />
Effect from diverge income tax rates - - (366,479)<br />
Subsidiaries with temporary exemption - - (3,885,176)<br />
Companies with net losses , that do not calculate deferred Use of tax losses ,<br />
which did not give ri se to deferred tax taxes assets<br />
- 4,161,910 1,102,911<br />
Assets - (35,061) (9,291)<br />
Reversal of deferred tax assets (extinction loss carry-overs) - 5,091,262 1,330,104<br />
Earnings in associated companies (equity consoli<strong>da</strong>ted) - (665,568) (176,375)<br />
Non-deductible expenses for tax purposes - 2,563,356 679,289<br />
Capital gains on sale of investments - (1,363,269) (361,266)<br />
Other tax benefits - (235,284) (62,350)<br />
Dividendos tributados e outros ajustamentos - 10,101,197 2,676,442<br />
Taxable dividends and other adjustments 66.97% - 4,746,210<br />
Deferred taxes assets and liabilities accounted in Consoli<strong>da</strong>ted Financial Position Statement were originated<br />
by the following situations:<br />
Deferred taxes assets 31-DEC-11 31-DEC-10<br />
losses reported 14,775,540 10,800,070<br />
Fixed as sets diverge valuation 5,332,692 5,369,816<br />
Inventories value adjustments 2,153,923 1,729,137<br />
Accounts receivables value adjustments - 8,808<br />
Financial investments diverge valuation 1,732 1,604<br />
Financial instruments fair value 17,658,225 10,279,765<br />
Others 1,019,218 1,296,516<br />
TOTAL 40,941,330 29,485,716
Consoli<strong>da</strong>ted Financial Statements | Grupo <strong>Soares</strong> <strong>da</strong> <strong>Costa</strong>, SGPS, SA<br />
292<br />
Deferred taxes liabilities 31-DEC-11 31-DEC-10<br />
Fixed assets diverge valuation 17,585,484 19,118,942<br />
Inventories value adjustments 116,659 144,096<br />
Non fiscal accepted's provisions 9,471,354 11,063,852<br />
Capital gains with deferred taxes 410,751 427,882<br />
Other 300,011 509,485<br />
TOTAL 27,884,259 31,264,257<br />
The reportable tax losses which caused the deferred taxation assets:<br />
Country Year Limit for Use Fiscal losses Deferred taxes assets<br />
Portugal<br />
U.S.A.<br />
<strong>Costa</strong> Rica<br />
Angola<br />
Mozambique<br />
2011 2015 3,511,537<br />
2010 2014 2,838,427<br />
2009 2015 3,412,021<br />
2008 2014 2,851,195<br />
2007 2013 2,651,815<br />
2011 2031 11,199,382<br />
2009 2029 2,840,369<br />
2007 2027 3,461,540<br />
2006 2026 907,811<br />
2005 2025 2,570,889<br />
2004 2024 4,152,152<br />
15,264,995 3,761,928<br />
25,132,143 9,954,401<br />
2001 2014 220,027 76,008<br />
2001 2014 605,497<br />
2010 2013 1,646,316<br />
2009 2012 547,802<br />
2010 2015 52,152<br />
2,799,615 979,865<br />
52,152 3,338<br />
TOTAL 14,775,540<br />
According to the applicable legislation, these losses can only be used if the respective companies generate<br />
a positive income tax result.<br />
27. Earnings per Share<br />
The company’s capital consists of 159,994,482 ordinary shares and 5,518 preferential shares without voting<br />
rights, with a par value of 1 Euro each.<br />
Holders of preferential shares without voting rights are entitled to a priority dividend on the terms stipulated<br />
in 2.7 of the respective issuance prospectus and are listed for trading, at no less than 5% of the respective par<br />
value, pursuant to article 341 (2) of the Portuguese Commercial Companies Code.<br />
Earnings per share 31-DEC-11 31-DEC-10<br />
293<br />
Continued operations earnings , net of minorities 2,376,012 15,629,331<br />
Net income attributable to the Group 2,376,012 15,629,331<br />
Number of preferred shares 5,518 5,518<br />
Number of ordinary shares 159,994,482 159,994,482<br />
Total number of shares 507,292 382,914<br />
Weighted average number of ordinary shares 159,499,423 159,926,409<br />
Earnings attributable to preferred shares 276 276<br />
Continued operations earnings per share<br />
Basic 0,015 0,098<br />
Diluted 0,015 0,098<br />
Earnings per share<br />
Basic 0,015 0,098<br />
Diluted 0,015 0,098<br />
The company does not have convertible debt instruments, meaning the basic result is the same as the diluted<br />
result.
Consoli<strong>da</strong>ted Financial Statements | Grupo <strong>Soares</strong> <strong>da</strong> <strong>Costa</strong>, SGPS, SA<br />
294<br />
28. Assets held for Sale and Activities being Discontinued<br />
As of December 31, 2011 there were no assets held for sale or activities being discontinued.<br />
29. Guarantees<br />
The detail of bank guarantees and collateral provided by the Group to third parties as of December 31,<br />
2011 are as follows:<br />
Euros US dollar Koanza from<br />
Angola<br />
Mozambican<br />
metical<br />
<strong>Costa</strong> Rica<br />
colón<br />
Israelite<br />
shekel<br />
Other Total<br />
Bank guarantees 475,679,394 7,240,131 4,229,018 - 64,234 393,245 4,353,884 491,959,906<br />
Collateral 22,644,365 9,660,716 8,106 24,734 - - - 32,337,919<br />
Bank guarantees<br />
Guarantees in respect of construction contracts 279,910,911<br />
Guarantees in respect of concession contract 100,972,019<br />
Guarantees given to financial institutions 109,569,185<br />
Other guarantees 1,507,791<br />
TOTAL 491,959,906<br />
The value of guarantees given to financial institutions consist essentially to the bank guarantees from the<br />
associated company Scutvias, SA, on behalf of the European Investment Bank in the amount of 80,086,021.95<br />
Euros (part attributable to the Group). The banks involved in the provision of such bank guarantees are<br />
coincident with the entities present in the bank syndication process.<br />
30. Financial Risks<br />
295<br />
Foreign Exchange Risk<br />
This risk arises mainly from the international operations of the Group. Operations by some of the Group’s<br />
companies in foreign markets increase its exposure to the effects of the several currencies change against the<br />
Euro. The exchange rate risk management policy followed by the Group aims to minimize the sensitivity of the<br />
Group’s earnings to exchange rates fluctuations. The Group targets to balance assets and liabilities expressed<br />
in the same currency.<br />
Assets and liabilities denominated in foreign currency, converted into Euros as of December 31, 2011,<br />
were as follows:<br />
Assets EUR USD AOK MZM STD CRC ILS Other Total Eliminations Consoli<strong>da</strong>ted<br />
Financial<br />
investments<br />
1,170,188,430 74,995,046 - - - - - 250,937 1,245,434,413 (1,210,134,028) 35,300,385<br />
Customers 229,943,809 312,728,832 - 18,161,314 6,682 - 934,179 14,150,216 575,925,032 (108,111,784) 467,813,248<br />
Associated<br />
companies<br />
4,606,219 - - - - - - 455,837 5,062,056 (4,114,554) 947,503<br />
Advances<br />
to suppliers<br />
10,153,325 6,818,150 1,739,621 8,996,924 - - - 387,953 28,095,973 (8,496,670) 19,599,303<br />
Advances to fixed<br />
assets suppliers<br />
5,033 - - - - - - 274,746 279,778 - 279,778<br />
State and<br />
public bodies<br />
10,557,531 - 68,055 1,770,682 2,072 - 10,705 666,103 13,075,48 - 13,075,148<br />
Other debtors 485,044,630 10,031,785 7,697,443 9,865,390 60,291 504 12,447 5,400,298 518,112,787 (278,975,139) 239,137,648<br />
Securities and<br />
other treasury<br />
- 277,144 - - - - - 36,946 314,090 - 314,090<br />
Bank deposits 51,718,462 19,806,676 10,329,644 1,029,483 210,995 24 24,466 1,712,535 84,832,285 - 84,832,285<br />
Cash 303,648 255,625 280,715 95,999 370 - 3,277 12,341 951,975 - 951,975<br />
Accruals<br />
and deferrals<br />
99,390,356 8,406,612 996,715 1,210,068 7,640 6,565 1,125 580,214 110,599,296 (1,589,887) 109,009,409<br />
TOTAL 971,260,771
Consoli<strong>da</strong>ted Financial Statements | Grupo <strong>Soares</strong> <strong>da</strong> <strong>Costa</strong>, SGPS, SA<br />
296<br />
Liabilities EUR USD AOK MZM STD CRC ILS Others Total Eliminations Consoli<strong>da</strong>ted<br />
Bank loans 696,165,512 61,672,379 40,407,018 3,093,218 - - 2,008,107 5,111,139 808,457,373 - 808,457,373<br />
Bonds 97,604,741 - - - - - - - 97,604,741 - 97,604,741<br />
Other<br />
shareholders<br />
15,820 22,571 - - - - - 3,500 41,891 (9,069) 32,822<br />
Suppliers 209,820,223 85,220,178 9,369,226 9,038,966 6,633 290 167,657 23,486,174 337,109,347 (99,122,464) 237,986,883<br />
Fixed as sets<br />
suppliers<br />
663,453 - 289,372 - - - - 281,521 1,234,346 (253,945) 980,401<br />
Advances from<br />
customers<br />
36,353,030 61,356,856 151,895 2,816,641 5,150 - - - 100,683,572 (9,240,576) 91,442,996<br />
Advances from<br />
sales/revenues<br />
28,758 2,447,060 3,407,556 - - - - - 5,883,375 - 5,883,375<br />
Financial leasing<br />
creditors<br />
5,199,865 - - - - - - - 5,199,865 - 5,199,865<br />
State and<br />
public bodies<br />
12,513,988 4,164 180,377 1,523,849 14,792 3,801 19,767 1,160,202 15,420,941 - 15,420,941<br />
Other creditors 629,027,403 37,461,603 4,584,100 3,174,436 7 336 1,853,344 30,834,823 706,936,053 (602,032,105) 104,903,948<br />
Derivatives 66,443,764 - - - - - - - 66,443,764 - 66,443,764<br />
Accruals<br />
and deferrals<br />
155,092,742 13,051,475 14,016,897 5,728,689 524 364,253 237,197 239,408 188,731,187 (4,688,310) 184,042,877<br />
TOTAL 1,618,399,985<br />
Non-monetary assets and liabilities denominated in foreign currency, converted into Euros as of December 31,<br />
2011, were as follows:<br />
EUR USD AOK MZM STD CRC ILS BRL Total<br />
Assets 711,209,816 31,853,771 37,102,075 1,862,123 4,911,316 1,021,441 4,254,845 216,778 792,432,165<br />
liabilities 27,785,072 664,657 201,271 - 78,791 40,668 - - 28,770,459<br />
Credit Risk<br />
This risk is associated with accounts receivable inherent to the Group’s activity. Credit risks at each reporting<br />
<strong>da</strong>te are detected by the competent departments. The need to register an impairment loss is determined<br />
according to the seniority of the debt, the client’s risk profile, previous experience and further circumstances.<br />
As of December 31, 2011 the board of directors strongly believes that the estimated adjustments to the<br />
accounts receivable have been adequately represented in the financial statements.<br />
As of December 31, 2011 to the following accounts receivable amounts no adjustments have been registered<br />
as collection was considered reasonable:<br />
Maturity Customers:<br />
current account<br />
297<br />
Customers:<br />
other receivables<br />
Customers :<br />
doubtful accounts<br />
Performing 189,196,247 3,133,963 - 192,330,210<br />
0 to 180 <strong>da</strong>ys 74,840,124 - - 74,840,124<br />
181 to 360 <strong>da</strong>ys 41,407,124 - - 41,407,124<br />
361 to 540 <strong>da</strong>ys 13,702,159 - - 13,702,159<br />
541 to 720 <strong>da</strong>ys 13,973,108 - - 13,973,108<br />
more than 720 <strong>da</strong>ys 131,558,378 - 2,145 131,560,523<br />
TOTAL 464,677,140 3,133,963 2,145 467,913,248<br />
Debts outstanding for more than 360 <strong>da</strong>ys are categorized by type of customer as follows:<br />
Amounts more than 360 <strong>da</strong>ys overdue 31-DEC-11<br />
Angolan public entities 66,922,792<br />
Angolan private entities 21,994,132<br />
Portuguese public entities 34,794,691<br />
Portuguese private entities 21,149,956<br />
Guinea public entities 2,533,240<br />
Mozambican public entities 30,858<br />
Mozambican private entities 873,926<br />
S. Tomé publ ic entities 35,880<br />
S. Tomé private entities 431,888<br />
US private entities 6,671,474<br />
Other private entities 3,794,808<br />
TOTAL 159,233,645<br />
The above figure in category "Angolan Public Entities" include, with reference to December 31, 2011 60.8<br />
million on behalf of an entity with which negotiations are underway with a view to their regularization.<br />
Total
Consoli<strong>da</strong>ted Financial Statements | Grupo <strong>Soares</strong> <strong>da</strong> <strong>Costa</strong>, SGPS, SA<br />
298<br />
liquidity Risk<br />
The liquidity risk management policy aims to ensure that at any given moment the profile of the maturity<br />
<strong>da</strong>tes of the company’s debt matches the capacity to generate cash flow to meet it. The management<br />
of liquidity risk therefore includes managing imbalances between the requirements for funds (for operating and<br />
financial costs, investments and debt repayment) and the inflows (receipts from customers, disinvestments,<br />
and financing commitments from financial entities).<br />
On the other hand, the Group adopts measures to prevent this kind of risks through an adequate and timely<br />
cash flow management. In order to manage liquidity risk, the Group maintains a balance between the term and<br />
flexibility of contracted debt through the use of phased financing which reflects the requirement for funds. In<br />
addition, the Group has hot money accounts and overdrafts which avoid (temporary) cash flow problems.<br />
Maturity of the financial liabilities as of December 31, 2011<br />
Maturity Loans Suppliers Investment<br />
suppliers<br />
Financial<br />
leasing<br />
Advances<br />
from<br />
customers<br />
Other Other<br />
liabilities<br />
and<br />
2012 307,318,918 227,775,844 980,401 2,810,135 75,655,448 65,469,212 196,547,236 876,557,193<br />
2013 73,102,618 3,908,879 - 1,481,417 20,620,624 4,536,655 - 103,650,193<br />
2014 67,504,205 3,052,791 - 798,011 1,050,299 2,047,264 - 74,452,570<br />
2015 61,200,421 1,801,732 - 76,002 - 503,667 - 63,581,822<br />
2016 33,769,761 1,447,636 - 34,300 - 503,667 156,822 35,912,186<br />
2017 195,225,120 - - - - 3,647,314 - 198,872,434<br />
após 2017 205,791,164 - - - - 5,799,838 81,666,841 293,257,843<br />
TOTAL 943,912,207 237,986,882 980,401 5,199,865 97,326,370 82,507,616 278,370,899 1,646,284,241<br />
Total<br />
According to the Statement of Financial Position,<br />
current liabilities amount to 876.6 million Euros and<br />
current assets to 826.5 million Euros, corresponding<br />
to a current ratio of 0.94 overall.<br />
In this context, we provide the following additional<br />
information:<br />
• current liabilities include bank loans, in the form<br />
of escrow accounts and commercial paper amounting<br />
to 186 million Euros that historically have assumed<br />
features of automatic renewal at maturity, corresponding<br />
to the structural financial support to the Group’s<br />
operations, which we expected to maintain;<br />
• One of the strategic guidelines set out the changes<br />
made in late 2011 to the strategic plan, is the disposal<br />
of mature assets and / or non-strategic, namely from<br />
the area of concessions, to increase liquidity and<br />
reduce indetness level;<br />
• In addition, the Group's management has ongoing<br />
discussions with major financial credit institutions to<br />
the adequacy of the maturity of indebtedness under<br />
the general lines of the plan.<br />
299<br />
31. Subsequent Events<br />
As a relevant fact occurred after the reference <strong>da</strong>te of<br />
the accounts and reported as material information<br />
through the website of CMVM, the Company informed<br />
as of March 21, 2012, that through the concessionaire<br />
company “Elos – Ligações de Alta Veloci<strong>da</strong>de, S.A.”,<br />
was instructed that the Court of Auditors has refused<br />
the concession contract of the high speed railway<br />
(HRS) stretch between Poceirão and Caia, part of the<br />
Lisboa-Madrid line. The subsidiary <strong>Soares</strong> <strong>da</strong> <strong>Costa</strong><br />
Concessões,<br />
SGPS, SA has in that concessionaire company a<br />
16.304% stake. The 40-year concession, involved a<br />
total investmet of 1,494,881,960 Euros, with a value<br />
of 1,440,749,262 Euros to the project, expropriation<br />
and construction, to be run by a complementary group<br />
of companies "LGV-Engineering and Construction High<br />
Speed Lines, ACE", led by Socie<strong>da</strong>de de Construções<br />
<strong>Soares</strong> <strong>da</strong> <strong>Costa</strong> SA, also a subsidiary of the Group,<br />
with a shareholding of 17.25%.<br />
This subsequent event is estimated to have no<br />
impacts on the financial statements as of December<br />
31, 2011.
32. Contingencies<br />
Dispute between Quinta <strong>da</strong> Murtosa / Socie<strong>da</strong>de de<br />
Construções <strong>Soares</strong> <strong>da</strong> <strong>Costa</strong> / Porto Municipality<br />
The subsidiary Socie<strong>da</strong>de de Construções <strong>Soares</strong><br />
<strong>da</strong> <strong>Costa</strong>, SA maintains an account receivable from<br />
“Quinta <strong>da</strong> Murtosa – Empreendimentos Imobiliários,<br />
L<strong>da</strong>.” of 5,985,575 Euros, disclosed in the annexed<br />
Consoli<strong>da</strong>ted Financial Position Statement under<br />
“Clients – Current Account”. This is related to a<br />
promissory contract of purchase and sale for a plot<br />
of land that should have been handed over by the<br />
Porto Municipality within the scope of a protocol<br />
celebrated on December 7, 2000. The payment of this<br />
account receivable is dependent of the resolution of<br />
litigation process between Socie<strong>da</strong>de de Construções<br />
<strong>Soares</strong> <strong>da</strong> <strong>Costa</strong>, SA, Quinta <strong>da</strong> Murtosa – Empreendimentos<br />
Imobiliários, L<strong>da</strong>, and the Oporto Municipality.<br />
Simultaneously, Quinta <strong>da</strong> Murtosa has filed a<br />
litigation process against Socie<strong>da</strong>de de Construções<br />
<strong>Soares</strong> <strong>da</strong> <strong>Costa</strong>, SA demanding the return of the land<br />
that is the object of the above-mentioned promissory<br />
contract.<br />
On January 2005, the subsidiary company Socie<strong>da</strong>de<br />
de Construções <strong>Soares</strong> <strong>da</strong> <strong>Costa</strong>, SA has filed a<br />
proceedings against Porto Municipality demanding<br />
the return of the land that is the object of the<br />
litigation. Alternatively, should the land not be<br />
handed over, <strong>Soares</strong> <strong>da</strong> <strong>Costa</strong> demands the payment<br />
of 7,182,689 Euros plus interests. This case has<br />
already been sentenced and a favourable decision<br />
Consoli<strong>da</strong>ted Financial Statements | Grupo <strong>Soares</strong> <strong>da</strong> <strong>Costa</strong>, SGPS, SA<br />
300<br />
was awarded to <strong>Soares</strong> <strong>da</strong> <strong>Costa</strong> already passed to<br />
res judicata and since the Municipal City Council of<br />
Oporto did not spontaneously execute this sentence<br />
the relevant executive action has been filed and<br />
proceedings are ongoing.<br />
As the board of directors does not believe that the<br />
resolution of this problem will have any impact on<br />
the annexed Consoli<strong>da</strong>ted Financial Statements,<br />
no provision has been registered.<br />
Red line of the Tel Aviv light Rail Project, Israel<br />
During the execution of the concession contract a<br />
dispute involving the grantor (State of Israel) and<br />
Metropolitan Transportation Solutions (MTS), the<br />
concessionaire company in which the Group holds<br />
a 20% stake, arose as previously disclosed to the<br />
market.<br />
After the signature of the referred contract, which<br />
took place on May 2007, and as provisioned in the<br />
contract, the actions leading to the "Financial Close"<br />
and the early performance of the project works<br />
started. Activities leading to the "Financial<br />
Close" have been disturbed by the global financial<br />
crisis which determined the need for some<br />
amendments to the contractual provisions. Those<br />
amendments have been exhaustively negotiated by<br />
the grantor and the concessionaire along with<br />
financing entities.<br />
During the 3rd quarter of 2010, MTS has been<br />
confronted with the decision of the grantor to<br />
terminate the contract due to alleged breach<br />
of contract, unless MTS accepted a new set of<br />
compensation for the grantor along with other<br />
conditions.<br />
The concessionaire and its shareholders have decided<br />
to reject that position by the grantor as well as the<br />
conditions demanded - which would render the project<br />
inoperable - and submit the dispute to an Arbitration<br />
Court, implementing the required actions for that<br />
purpose.<br />
301<br />
33. Changes in Policy, and Error Estimates<br />
During the year 2011, with the exception of change in<br />
accounting policy on the measurement of bank loans<br />
at amortized cost and the classification of assets and<br />
current liabilities versus non-current, there were no<br />
changes in accounting policies, compared to those<br />
considered in the preparation of financial information<br />
for the year 2010 were not recorded material errors<br />
relating to prior years (see note 2.1.).<br />
34. Accounts Release’s Approval<br />
At a meeting held on April 19, 2012, the board of<br />
directors authorised the release of these consoli<strong>da</strong>ted<br />
financial statements.
1. IV<br />
Management <strong>Report</strong> | Grupo <strong>Soares</strong> <strong>da</strong> <strong>Costa</strong>, SGPS, SA<br />
302<br />
Individual<br />
O Grupo<br />
financial <strong>Soares</strong><br />
statements<br />
<strong>da</strong> <strong>Costa</strong><br />
303
Individual Financial Statements | Grupo <strong>Soares</strong> <strong>da</strong> <strong>Costa</strong>, SGPS, SA<br />
304<br />
Individual Financial Statement December 31, 2010 and 2011<br />
Assets<br />
Notes 31.12.2011<br />
31.12.2010<br />
restated<br />
(Euros)<br />
31.12.2010<br />
NON CURRENT<br />
Intangible assets 0 0 0<br />
Fixed tangible assets<br />
Transport equipment 4 24,527 0 0<br />
Administrative equipment 4 12,759 12,771 12,771<br />
Financial investments<br />
37,285 12,771 12,771<br />
Capital participations in subsidiaries 5 260,951,074 261,151,074 261,151,074<br />
loans to associated companies 5 210,227,913 134,984,138 134,984,138<br />
Other financial investments 5 227,180 276,176 276,176<br />
Financial investments ongoing 5 50,000 50,000 50,000<br />
471,456,167 396,461,388 396,461,388<br />
Deferred taxes (assets) 21 4,120,681 4,104,762 4,104,762<br />
TOTAL NON CURRENT ASSETS<br />
CURRENT<br />
Accounts receivable<br />
475,614,133 400,578,921 400,578,921<br />
Trade debtors 8 2,557,578 876,249 876,249<br />
Receivables from public entities 8 759,930 2,301,471 2,301,471<br />
Group companies, subsidiaries and associated companies 8 62,246,671 69,744,350 69,744,350<br />
Other 8 577,531 577,824 577,824<br />
66,141,710 73,499,894 73,499,894<br />
Other current assets 9 435,594 884,988 3,495,928<br />
Cash and equivalents 10 78,233 11,492,163 11,492,163<br />
TOTAL CURRENT ASSETS 66,655,537 85,877,044 88,487,984<br />
TOTAL ASSETS 542,269,671 486,455,965 489,066,905<br />
* The Chartered Accountant ** The Board of Directors<br />
* Maria <strong>da</strong>s Dores Oliveira<br />
** António Manuel Pereira Cal<strong>da</strong>s de Castro Henriques (Chairman) | Jorge Domingues Grade Mendes | Pedro Gonçalo de Sotto Mayor de Andrade Santos<br />
Luís Miguel Andrade Men<strong>da</strong>nha Gonçalves | António José Cadete Paisana Ferreira | Paulo Eugénio Peixoto Ferreira | Roberto António Pereira Pisoeiro<br />
Carlos Alberto Príncipe dos Santos<br />
Individual Financial Position Statement December 31, 2010 and 2011<br />
305<br />
(Million Euros)<br />
SHAREHOLDERS' EQUITYAND LIABILITIES<br />
Notas 31.12.2011 31.12.2010 reexpresso 31.12.2010<br />
SHAREHOLDERS' EQUITY<br />
Share capital 11 160,000,000 160,000,000 160,000,000<br />
Own shares<br />
Reserves and retained earnings<br />
(172,526) (197,780) (197,780)<br />
legal reserves 7,423,896 6,074,579 6,074,579<br />
Other reserves 2,501,550 2,617,633 2,617,633<br />
Retained earnings 42,469,535 19,624,390 19,487,856<br />
Adjustments in financial assets (660,530) (660,530) (660,530)<br />
Net income for the year 877,728 27,683,563 27,491,412<br />
TOTAL SHAREHOLDERS' EQUITY 212,439,652 215,141,855 214,813,170<br />
LIABILITIES<br />
NON CURRENT<br />
Loans<br />
Bonds 12 97,604,741 97,204,246 100,000,000<br />
Bank loans 12 14,112,455 19,750,000 19,750,000<br />
Accounts payable<br />
111,717,196 116,954,246 119,750,000<br />
Investment' suppliers 9,963 0 0<br />
9,963 0 0<br />
Derivatives 13 31,950 0 0<br />
TOTAL NON CURRENT LIABILITIES 111,759,109 116,954,246 119,750,000<br />
CURRENT<br />
Loans<br />
Bank loans 12 45,833,053 38,114,733 38,277,995<br />
Accounts payable<br />
45,833,053 38,114,733 38,277,995<br />
Suppliers 1,425,965 781,297 781,297<br />
Investment' suppliers 11,634 0 0<br />
Payables to public entities 14 6,204,106 1,772,124 1,772,124<br />
Group companies, subsidiaries and assciated companies 14 163,745,638 110,942,692 110,942,692<br />
Other 14 84 2,036,553 2,036,553<br />
171,387,427 115,532,666 115,532,666<br />
Derivatives 13 31,726 0 0<br />
Other current liabilities 15 818,703 712,465 693,074<br />
TOTAL CURRENT LIABILITIES 218,070,909 154,359,864 154,503,735<br />
TOTAL LIABILITIES 329,830,018 271,314,110 274,253,735<br />
TOTAL SHAREHOLDERS'S EQUITY AND LIABILITIES 542,269,671 486,455,965 489,066,905<br />
* The Chartered Accountant ** The Board of Directors<br />
* Maria <strong>da</strong>s Dores Oliveira<br />
** António Manuel Pereira Cal<strong>da</strong>s de Castro Henriques (Chairman) | Jorge Domingues Grade Mendes | Pedro Gonçalo de Sotto Mayor de Andrade Santos<br />
Luís Miguel Andrade Men<strong>da</strong>nha Gonçalves | António José Cadete Paisana Ferreira | Paulo Eugénio Peixoto Ferreira | Roberto António Pereira Pisoeiro<br />
Carlos Alberto Príncipe dos Santos
Separate individual income statement for the period ended December 31, 2011 and 2010<br />
INCOME STATEMENT<br />
Individual Financial Statements | Grupo <strong>Soares</strong> <strong>da</strong> <strong>Costa</strong>, SGPS, SA<br />
306<br />
Notes 2011<br />
Turnover 16 6,235,258 4,003,279 4,003,279<br />
Other operating income<br />
Other 251,739 1,950 1,950<br />
OPERATING INCOME 6,486,997 4,005,229 4,005,229<br />
External supplies 17 (2,618,182) (2,184,521) (2,184,521)<br />
Staff costs 19 (4,213,849) (4,277,361) (4,277,361)<br />
Depreciation, amortisation and imparity losses<br />
Other operating costs<br />
(16,454) (12,311) (12,311)<br />
Taxes (234,215) (654,757) (654,757)<br />
Other (137,265) (45,252) (45,252)<br />
OPERATING COSTS (7,219,966) (7,174,202) (7,174,202)<br />
OPERATING RESULT (732,969) (3,168,973) (3,168,973)<br />
Interest received 12,760,013 6,434,540 6,434,540<br />
Interest paid (14,578,249) (9,472,692) (9,664,842)<br />
Net financing costs (1,818,235) (3,038,151) (3,230,302)<br />
Gains in associated companies 3,742,412 33,761,739 33,761,739<br />
Other financial gains 604,856 487,663 487,663<br />
Other financial losses (1,771,192) (1,765,270) (1,765,270)<br />
Other financial gains and losses 2,576,076 32,484,131 32,484,131<br />
FINANCIAL RESULT 20 757,841 29,445,980 29,253,830<br />
EARNINGS BEFORE TAXES 24,872 26,277,007 26,084,857<br />
Income tax 21 852,856 1,406,555 1,406,555<br />
NET INCOME 877,728 27,683,563 27,491,412<br />
Earnings per share<br />
Basic 22 0,005 0,173 0,172<br />
Diluted 22 0,005 0,173 0,172<br />
* The Chartered Accountant ** The Board of Directors<br />
2010<br />
restated<br />
* Maria <strong>da</strong>s Dores Oliveira<br />
** António Manuel Pereira Cal<strong>da</strong>s de Castro Henriques (Chairman) | Jorge Domingues Grade Mendes | Pedro Gonçalo de Sotto Mayor de Andrade Santos<br />
Luís Miguel Andrade Men<strong>da</strong>nha Gonçalves | António José Cadete Paisana Ferreira | Paulo Eugénio Peixoto Ferreira | Roberto António Pereira Pisoeiro<br />
Carlos Alberto Príncipe dos Santos<br />
(Euros)<br />
2010<br />
Statement of individual comprehensive income for the period ended Decembeer 31, 2011 and 2010<br />
307<br />
2011<br />
2010<br />
restated<br />
Net profit for the period 877,728 27,683,563 27,491,412<br />
Other comprehensive income<br />
Exchange difference stemming from transposition of financial statements expressed<br />
in foreign currencies<br />
variation on fair value of derivatives (47,757) - -<br />
Other variations<br />
TOTAL COMPREHENSIVE INCOME FOR THE PERIOD 829,971 27,683,563 27,491,412<br />
* The Chartered Accountant ** The Board of Directors<br />
* Maria <strong>da</strong>s Dores Oliveira<br />
** António Manuel Pereira Cal<strong>da</strong>s de Castro Henriques (Chairman) | Jorge Domingues Grade Mendes | Pedro Gonçalo de Sotto Mayor de Andrade Santos<br />
Luís Miguel Andrade Men<strong>da</strong>nha Gonçalves | António José Cadete Paisana Ferreira | Paulo Eugénio Peixoto Ferreira | Roberto António Pereira Pisoeiro<br />
Carlos Alberto Príncipe dos Santos<br />
(Euros)<br />
2010
Statement of changes in equity for the period ended December 31, 2011 and 2010<br />
Individual Financial Statements | Grupo <strong>Soares</strong> <strong>da</strong> <strong>Costa</strong>, SGPS, SA<br />
308<br />
Equity capital Own shares Reserves<br />
and retained<br />
earnings<br />
Coverage<br />
derivatives<br />
(Euros)<br />
Other Total equity<br />
Balance as of January 1, 2011 160,000,000 (197,780) 56,000,165 - (660,530) 215,141,855<br />
Dividends - - (3,463,847) - - (3,463,847)<br />
Own shares - 25,254 (93,580) - - (68,326)<br />
Other - - - - - -<br />
Integrated earnings - - 877,728 (47,757) - 829,971<br />
Balance as of December 31, 2011 160,000,000 (172,526) 53,320,465 (47,757) (660,530) 212,439,652<br />
Equity capital Own shares Reserves<br />
and retained<br />
earnings<br />
Coverage<br />
derivatives<br />
Other Total equity<br />
Balance as of January 1, 2010 restated 160,000,000 - 35,333,501 - (660,530) 194,672,970<br />
Dividends - - (6,944,036) - - (6,944,036)<br />
Own shares - (197,780) (72,862) - - (270,642)<br />
Other - - - - - -<br />
Integrated earnings - - 27,683,563 - - 27,683,563<br />
Balance as of December 31, 2010 restated 160,000,000 (197,780) 56,000,165 - (660,530) 215,141,855<br />
* The Chartered Accountant ** The Board of Directors<br />
* Maria <strong>da</strong>s Dores Oliveira<br />
** António Manuel Pereira Cal<strong>da</strong>s de Castro Henriques (Chairman) | Jorge Domingues Grade Mendes | Pedro Gonçalo de Sotto Mayor de Andrade Santos<br />
Luís Miguel Andrade Men<strong>da</strong>nha Gonçalves | António José Cadete Paisana Ferreira | Paulo Eugénio Peixoto Ferreira | Roberto António Pereira Pisoeiro<br />
Carlos Alberto Príncipe dos Santos<br />
Individual cash flows statements for the period ended December 31, 2011 and 2010<br />
309<br />
(Euros)<br />
Notes 2011 2010<br />
OPERATING ACTIVITIES<br />
Receipts from customers 5,925,648 4,895,148<br />
Payments to suppliers (1,976,444) (2,340,377)<br />
Payments to staff (4,128,095) ()4,293,221<br />
(178,891) (1,738,451)<br />
Payments/ receipts of income tax 3,102,830 (331,936)<br />
Other payments/ receipts related with oper. activities (2,488,421) (2,817,745)<br />
CASH FLOW FROM OPERATING ACTIVITIES 614.409 435,518 (3,149,681) (4,888,131)<br />
INVESTMENT ACTIVITIES<br />
Receipts from:<br />
Financial investments 8 218,752,353 139,184,335<br />
Dividends<br />
Payments related with:<br />
3,740,967 222,493,320 16,727,649 155,911,984<br />
Financial investments 8 306,826,045 143,325,561<br />
Fixed tangible assets 320 306,826,364 13,027 143,338,588<br />
CASH FLOW FROM INVESTMENT ACTIVITIES (84,333,044) 12,573,397<br />
FINANCING ACTIVITIES<br />
Receipts from:<br />
loans 412,664,573 554,975,729<br />
Salre of own shares 670,031 464,071<br />
Interest received<br />
Payments related with:<br />
12,166,120 425,500,724 5,720,701 561,160,500<br />
loans 334,928,966 547,740,450<br />
Financial leasing contracts 10,872 328<br />
Dividends 3,461,357 6,939,696<br />
Acquisition of own shares 810,073 734,713<br />
Interest paid 13,599,977 352,811,245 8,730,770 564,145,956<br />
CASH FLOW FROM FINANCING ACTIVITIES 72,689,479 (2,985,455)<br />
Change in cash and equivalents (11,208,047) 4,699,810<br />
Foreign exchange differences effect (205,882) (188,485)<br />
Cash and equivalents, beginning of the period 11,492,163 6,980,837<br />
Cash and equivalents, end of the period 78,233 11,492,163<br />
* The Chartered Accountant ** The Board of Directors<br />
* Maria <strong>da</strong>s Dores Oliveira<br />
** António Manuel Pereira Cal<strong>da</strong>s de Castro Henriques (Chairman) | Jorge Domingues Grade Mendes | Pedro Gonçalo de Sotto Mayor de Andrade Santos<br />
Luís Miguel Andrade Men<strong>da</strong>nha Gonçalves | António José Cadete Paisana Ferreira | Paulo Eugénio Peixoto Ferreira | Roberto António Pereira Pisoeiro<br />
Carlos Alberto Príncipe dos Santos
Annex to the Individual Cash Flow Statements<br />
During 2011, the following cash and equivalents operations occurred:<br />
• Payment in cash and equivalents of 1,930,499 euros concerning the acquisition of the company Energia<br />
Própria, SGPS, SA;<br />
• Receipt by cash and equivalents of 51,444 euros concerning the sharing in the settlement of the company<br />
<strong>Soares</strong> <strong>da</strong> <strong>Costa</strong> – Ambiente e Energia, SGPS, SA;<br />
Individual Financial Statements | Grupo <strong>Soares</strong> <strong>da</strong> <strong>Costa</strong>, SGPS, SA<br />
310<br />
• Receipt by cash and equivalents of 34,778 euros concerning the sharering in the settlement of the company<br />
<strong>Soares</strong> <strong>da</strong> <strong>Costa</strong> Desenvolvimento, SA;<br />
• Receipt by cash and equivalent of dividends of 3,659,000 euros paid by the company <strong>Soares</strong> <strong>da</strong> <strong>Costa</strong><br />
Construção, SGPS, SA;<br />
• Receipt by cash and equivalent of dividends of 81,967 euros paid by the company <strong>Soares</strong> <strong>da</strong> <strong>Costa</strong> Serviços<br />
Partilhados, SA;<br />
• Payment in cash and equivalents of dividends of 3,461,356 euros.<br />
311<br />
BREAkDOWN OF CASH AND EQUIvAlENTS:<br />
31 DEC 11 31 DEC 10<br />
Cash 638 1,168<br />
Banking deposits (imediately available) 77,595 11,490,995<br />
Cash equivalents - -<br />
CASH AND EQUIVALENTS 78,233 11,492,163<br />
Tra<strong>da</strong>ble securities - -<br />
Cash in the balance 78,233 11,492,163<br />
Note: The receipts/ payments of loans – financing activities – include successive settlements and new issues of commercial paper issues, totalling 64,000,000 euros.<br />
* The Chartered Accountant ** The Board of Directors<br />
* Maria <strong>da</strong>s Dores Oliveira<br />
** António Manuel Pereira Cal<strong>da</strong>s de Castro Henriques (Chairman) | Jorge Domingues Grade Mendes | Pedro Gonçalo de Sotto Mayor de Andrade Santos<br />
Luís Miguel Andrade Men<strong>da</strong>nha Gonçalves | António José Cadete Paisana Ferreira | Paulo Eugénio Peixoto Ferreira | Roberto António Pereira Pisoeiro<br />
Carlos Alberto Príncipe dos Santos
INDIvIDUAl ACCOUNTING<br />
POlICIES AND EXPlANATORy<br />
NOTES AS OF DECEMBER 31,<br />
2011<br />
1. Introductory Note<br />
IDENTIFyING ElEMENTS<br />
// Company name: Grupo <strong>Soares</strong> <strong>da</strong> <strong>Costa</strong>,<br />
SGPS, SA<br />
// Registered at the Commercial Registry Office<br />
of Oporto and Tax Number: 500 265 763<br />
// Head Office: Rua de Santos Pousa<strong>da</strong>, 220<br />
4000-478 PORTO<br />
// Activity: Grupo <strong>Soares</strong> <strong>da</strong> <strong>Costa</strong>, SGPS, S.A. is the<br />
parent Company of <strong>Soares</strong> <strong>da</strong> <strong>Costa</strong> Group.<br />
Individual Financial Statements | Grupo <strong>Soares</strong> <strong>da</strong> <strong>Costa</strong>, SGPS, SA<br />
312<br />
The company has been incorporated on 02 June 1944<br />
as a limited business corporation named “<strong>Soares</strong> <strong>da</strong><br />
<strong>Costa</strong>, L<strong>da</strong>”, which later, on 01 May 1968, became<br />
a joint stock company by deed at a notary public<br />
office, under the corporate name of “Socie<strong>da</strong>de de<br />
Construções <strong>Soares</strong> <strong>da</strong> <strong>Costa</strong>, S.A.”. This company<br />
“operated in the civil construction and public works<br />
industry, in related activities and in the acquisition<br />
and disposal of real estate assets”. On 30 December<br />
2002, after the transfer of its direct productive<br />
activities, namely in the construction business, and by<br />
a public deed celebrated at the 4th Notary Public Office<br />
of Porto, “Socie<strong>da</strong>de de Construções <strong>Soares</strong> <strong>da</strong> <strong>Costa</strong>,<br />
S.A.” changed its company object to “Management<br />
of shareholdings as an indirect way of carrying out<br />
economic activities” and adopted its current name<br />
“Grupo <strong>Soares</strong> <strong>da</strong> <strong>Costa</strong>, S.G.P.S., S.A.”.<br />
Figures mentioned in Notes are presented in Euro units.<br />
2. Accounting reference basic used in the preparation of the financial statements<br />
313<br />
The company is an integral part of the consoli<strong>da</strong>tion group whose parent company - Grupo <strong>Soares</strong> <strong>da</strong> <strong>Costa</strong>,<br />
SGPS, SA has been drawing up consoli<strong>da</strong>ted accounts since 2004 in accor<strong>da</strong>nce with the International Financial<br />
<strong>Report</strong>ing Stan<strong>da</strong>rds (IAS/IFRS) as adopted in the European Union.<br />
Therefore, under the provisions of no 1 of article 4 of decree law 158/2009, as of 13 July, it has adopted the<br />
drawing up of the individual financial reports in accor<strong>da</strong>nce with those international stan<strong>da</strong>rds. The company<br />
changed the accounting policy on bank loans 2011. Up to 2010 loans were presented at their nominal or face<br />
value, with the deferral of the linear initial burden. In 2011 loans are measured at amortized cost (note 3.3 c)),<br />
thus fulfilling the stipulated in IAS 39 and IAS 32.<br />
In accor<strong>da</strong>nce with IAS 8, the company restated the financial statements for 2010. Reconciliation of equity and<br />
net income for 2010 is as follows:<br />
Shareholders equity of January 1, 2010 194,536,436<br />
Adjustment from interest paid 136,535<br />
Shareholders equity as of January 1, 2010 - restated 194,672,970<br />
2010's net income 27,491,412<br />
Adjustment from interest paid 192,150<br />
2010's net income - restated 27,683,563
3. Main accounting policies<br />
The main accounting policies adopted in the<br />
preparation of the financial statements are as follows:<br />
3.1. PRESENTATION BASIS<br />
The financial statements assume the Company’s<br />
continuity and were compiled from the accounting<br />
records of the company, which comply with the<br />
International Stan<strong>da</strong>rds on Financial <strong>Report</strong>ing as<br />
adopted in the European Union, in force for the<br />
financial year starting on 01 January 2009, from<br />
which <strong>da</strong>te the Company began applying IAS/IFRS.<br />
The financial statement include some figures that<br />
were estimated, affecting the amounts reported as<br />
assets and liabilities, as well as those reported as<br />
income and costs for the period reported. All estimates<br />
and assumptions made by the Board of Directors were<br />
based on the best information available at the <strong>da</strong>te<br />
the financial statements were approved.<br />
The Company's Board of Directors believes that the<br />
attached financial statements and subsequent notes are<br />
a fair representation of the financial information. For the<br />
purpose of these financial statements, the company has<br />
not implemented any stan<strong>da</strong>rds or interpretations that<br />
have been issued by IASB in a subsequent <strong>da</strong>te.<br />
3.2. FIXED TANGIBlE ASSETS<br />
Tangible fixed assets have been recorded at<br />
acquisition cost or at a reassessed acquisition cost<br />
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314<br />
taking into consideration accumulated depreciations<br />
and impairment losses. Depreciations are calculated<br />
according to a straight line method and on a monthly<br />
basis, in accor<strong>da</strong>nce with the following estimated<br />
useful lives:<br />
Useful life<br />
Transport equipment 4<br />
Administrative equipment 3 - 10<br />
Gains or losses resulting from the sale or disposal<br />
of tangible fixed assets are determined through the<br />
difference between the alienation price and the net<br />
accounting value at the time of the sale/disposal,<br />
and are registered in the Income Statement as “other<br />
income and gains” or “other expenses and losses”.<br />
3.3. FINANCIAl ASSETS AND lIABIlITIES<br />
a) Financial Investments<br />
Financial investments are recognized at the <strong>da</strong>te the<br />
risks and rewards inherent to them are transferred.<br />
They are initially registered at acquisition price, i.e. the<br />
fair value of the price paid. Investments are evaluated<br />
when there are signs that assets’ value might be<br />
subject to impairment losses. Any impairment losses<br />
found are registered as costs at the income statement.<br />
Financial investments are classified into investments<br />
held until maturity and investments evaluated at fair<br />
value through results.<br />
Following the initial recognition, investments stated<br />
at fair value through results are re-evaluated at<br />
their fair value, without deducting any transaction<br />
expenses that might have been incurred on the<br />
sale. Investments in Equity instruments not listed<br />
in regulated financial markets, and for which fair<br />
value cannot be reliably estimated, are accounted at<br />
acquisition cost deducted from eventual impairment<br />
losses. Financial investments in both group and<br />
associated companies are registered at acquisition<br />
cost minus impairment losses, if applicable.<br />
Gains or losses arising from a change of the fair<br />
value of investments evaluated at fair value through<br />
results are registered at the Income Statement for the<br />
financial year. Company has decided, at the <strong>da</strong>te of the<br />
transition to IFRS, to measure the Financial Investments<br />
at their acquisition cost, according with the Generally<br />
Accepted Accounting Principles previously used, using<br />
such amount as the cost considered at that <strong>da</strong>te, in<br />
accor<strong>da</strong>nce with the option provisioned in IFRS 1.<br />
b) Accounts receivable<br />
Accounts receivable are registered at their nominal<br />
value minus any impairment losses, recognised under<br />
“Impairment losses” in accounts receivable, so that<br />
they reflect the realisable net value.<br />
c) loans<br />
Loans are registered as liabilities at their amortise<br />
315<br />
cost value (effective interest rate method). The costs<br />
associated with the issue of such loans are recorded<br />
as a deduction from debt and recognized over the life<br />
of the loan, according to the effective interest rate<br />
method. Financial costs associated with interests<br />
and similar costs (namely stamp duty), are registered<br />
at the Income Statement according to the Matching<br />
Principle, with any amounts due and not paid at the<br />
<strong>da</strong>te of the Consoli<strong>da</strong>ted Financial Position Statement<br />
being classified under “Other current liabilities”.<br />
d) Accounts payable<br />
Accounts payable are registered at their nominal value.<br />
e) Cash and equivalents<br />
The amounts included under “Cash and equivalents”<br />
correspond to cash, bank deposits and term deposits<br />
and other short term cash applications.<br />
3.4 lEASES<br />
Lease contracts are classified as:<br />
• Financial leases if all risks and advantages inherent<br />
to ownership are substantially transferred;<br />
• Operational leases if all risks and advantages<br />
inherent to ownership are not substantially transferred.<br />
Classification of leases as financial or operational is<br />
decided in accor<strong>da</strong>nce with the substance and not the<br />
form of the contract.
The assets acquired under finance lease contracts<br />
are recorded at fair value in the assets and their<br />
responsibilities in the liabilities. Depreciation of these<br />
assets is calculated in accor<strong>da</strong>nce with that described in<br />
3.2. above, and are recorded in depreciation for the year.<br />
The capital included in the rent paid is recorded as a<br />
reduction of those responsibilities and interest included<br />
in those revenues are recorded as expenses in the<br />
financial year to which they relate.<br />
In the case of operational leases, rents due are<br />
recognised as a cost in the Consoli<strong>da</strong>ted Income<br />
Statement throughout the period of the leasing contract<br />
under “External supplies and services”.<br />
3.5. FINANCIAl COSTS IN lOANS OBTAINED<br />
Financial costs related to loans obtained are generally<br />
recognised as a cost according to the Matching<br />
Accounting Principle. Pursuant to the terms of IAS<br />
23, financial costs from loans associated with the<br />
acquisition, construction or production of fixed assets,<br />
or associated with real estate projects classified under<br />
inventories are capitalised and comprised in asset’s cost.<br />
Capitalisation of these charges begins once<br />
preparation for the construction activity or<br />
development of the asset has begun,<br />
and is interrupted once the asset production ends, or<br />
when the project in question is suspended.<br />
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3.6. INCOME TAX<br />
Current income tax is calculated based on the taxable<br />
profits in accor<strong>da</strong>nce with the existing taxation rules.<br />
Deferred taxes refer to the temporary differences<br />
between the accounting and figures for tax purposes in<br />
terms of assets and liabilities.<br />
Deferred taxes assets and liabilities, are calculated and<br />
annually assessed using the tax rates expected to be<br />
in force at the reversion <strong>da</strong>te of temporary differences.<br />
Deferred taxes assets are registered when there are<br />
reasonable prospects of sufficient taxable income<br />
for them to be used. At the closing <strong>da</strong>te of the<br />
Consoli<strong>da</strong>ted Financial Position Statement, the<br />
temporary differences underlying assets for deferred<br />
taxes are re-assessed in order to recognise assets<br />
for deferred taxes not previously registered as those<br />
failed to meet the conditions for registration, and/<br />
or to reduce their amount according to the current<br />
expectations of future recovery.<br />
Deferred taxes are registered as expense or income in<br />
each year, except if they came from figures registered<br />
directly in equity, in which case deferred tax is also<br />
registered under the same item.<br />
3.7. FINANCIAl POSITION STATEMENT<br />
Realisable assets and payable liabilities, to be due<br />
past the closing <strong>da</strong>te of Consoli<strong>da</strong>ted Financial<br />
Position Statement, are accounted as non current<br />
assets and liabilities, respectively.<br />
3.8. RECOGNITION OF EXPENSES AND INCOME<br />
Services revenues, are generally accounted when they occur. Financial income from delayed payment by<br />
customers is accounted when there is significant evidence that they are receivable.<br />
317<br />
Dividends are accounted as income in the financial year they are attributed. The Company accounts its income<br />
and expenses on an accrual basis: income and expenses are recognised when generated, regardless of the moment<br />
at which they are received or paid. The differences between the amounts received and paid and the corresponding<br />
income and expenses generated are registered under “Other current assets” or “Other current liabilities”, depending<br />
on the nature of the difference.<br />
3.9. BAlANCES AND TRANSACTIONS IN FOREIGN CURRENCy<br />
Foreign currency transactions (non-Euro), are registered at the exchange rates in force at the time of each<br />
transaction. On each balance <strong>da</strong>te, monetary assets and liabilities expressed in foreign currency are converted to<br />
Euros using the rates in force at that time.<br />
Exchange differences, both favourable and unfavourable, due to discrepancies between the exchange rates in<br />
force at the time of the transaction and those in force when payments were made or received, or as at the <strong>da</strong>te<br />
of the balance, are registered as “Other financial gains and losses” in the Income Statement for the year.<br />
The figures included in the Financial Position Statement were translated into Euros using the following:<br />
Average foregn exchange rate (buy/sell)<br />
31 DEC 11 31 DEC 10<br />
US dollar EUR/USD 1.2939 1.3362<br />
Angolan kwanza EUR/AOA 122.55 121.60<br />
Brazilian real EUR/BRL 2.4159 2.2177<br />
3.10. IMPAIRMENT OF NOUN CURRENT ASSETS<br />
An assessment of impairment is made at the time of each balance, and whenever an event or change in<br />
circumstances signals that the figure registered for the asset may not be recovered. Whenever the asset<br />
amount is higher than its recoverable value, it is recognised an impairment loss, which is registered in the<br />
Consoli<strong>da</strong>ted Income Statement.
A reversion of impairment losses recognised in<br />
previous years is registered when there are signs that<br />
the recognised impairment losses no longer exist or<br />
have diminished. The reversion of impairment losses is<br />
recognised in the Consoli<strong>da</strong>ted Income Statement as<br />
an operational income.<br />
3.11. CONTINGENT ASSETS AND lIABIlITIES<br />
Contingent liabilities are not recognised in the<br />
Financial Statements, but are disclosed in the<br />
Explanatory Notes to the accounts, unless the<br />
possibility of outflow is remote.<br />
Contingent assets are not recognised in the Financial<br />
Statements, but are disclosed in the Explanatory Notes<br />
to the accounts, when it is likely to occur a future<br />
economic inflow.<br />
3.12. SUBSEQUENT EvENTS<br />
Events occurring after the reporting <strong>da</strong>te, which<br />
provide additional information on the conditions<br />
existing at that <strong>da</strong>te, are reflected in the financial<br />
statements. Events subsequent to the reporting <strong>da</strong>te<br />
which provide information on conditions occurring<br />
after that <strong>da</strong>te, if material, are disclosed in the<br />
Financial Statements.<br />
3.13. DERIvATIvES<br />
The company contracts derivative financial instruments<br />
to hedge financial risks to which is exposed, particularly<br />
those arising from changes in interest rate, not using<br />
derivative instruments for trading purposes.<br />
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318<br />
Derivative financial instruments are measured at fair<br />
value. The recognition method depends on the nature<br />
and purpose of the contract. The possibility of classify<br />
a derivative instrument as a hedging instrument<br />
complies with the provisions of IAS 39, particularly<br />
regarding their documentation and effectiveness.<br />
The criteria used to classify derivatives as hedging<br />
instruments of cash flows are as follows:<br />
• It is expected that the hedge is highly effective in<br />
offsetting changes in cash flows attributable to the<br />
hedged risk;<br />
• The effectiveness of the hedge can be reliably<br />
measured;<br />
• Is there adequate documentation of the transaction<br />
to be covered at the beginning of the coverage;<br />
• The covered transaction is highly probable.<br />
Changes in the fair value of financial instruments<br />
designated as hedging of "fair value" are recognized<br />
as financial income of the period, as well as changes in<br />
fair value of the asset or liability subject to that risk.<br />
Changes in the fair value of derivative instruments<br />
designated as hedging of "cash flow" are recognized<br />
in "Reserves of coverage transactions" in its effective<br />
component, and in the financial results in its noneffective<br />
component. The amounts recorded under "<br />
Reserves of coverage transactions" are transferred to<br />
the income statement in the period when the hedged<br />
item also impacts results.<br />
Hedge or coverage accounting is discontinued when<br />
the hedging instrument reaches maturity, it is sold<br />
or exercised, or when the hedging relationship ceases<br />
to meet the requirements of IAS 39. In situations<br />
where the derivative no longer qualifies as a hedging<br />
instrument, the fair value differences accumulated<br />
and deferred in equity under the caption "Reserves<br />
of coverage transactions" are transferred to the<br />
income statement.<br />
The derivative instruments that are contracted with<br />
the aim of carrying out economic hedges and that<br />
do not meet all the provisions of IAS 39 (Financial<br />
Instruments: Recognition and Measurement) regarding<br />
the possibility of qualifying as hedges for accounting,<br />
the corresponding changes in fair value are recognized<br />
in the income statement for the period they occur.<br />
3.14. OWN SHARES<br />
Own shares are recorded at acquisition value as a<br />
deduction to equity. Gains or losses incurred on the<br />
sale of own shares are registered in the “Reserves and<br />
retained profits” account.<br />
3.15. RISk MANAGEMENT<br />
During its activity the company is exposed to a variety<br />
of risks: market risk (including exchange rate and<br />
interest rate risk as well as price risk), credit risk and<br />
liquidity risk. The global risk management program<br />
focuses on the unpredictability of the financial<br />
markets and seeks to minimize its adverse effects on<br />
the company's financial performance.<br />
319<br />
Exposure to credit risk results from the accounts<br />
receivable related with usual activity, being the<br />
maximum exposure to the credit risk the nominal<br />
value of the accounts receivable.<br />
There is no significant concentration of credit risk as of<br />
December 31, 2011.<br />
3.16. vAlUE JUDGMENTS, CRITICAl ASSUMPTIONS AND MAJOR<br />
SOURCES OF UNCERTAINTy ASSOCIATED WITH ESTIMATES<br />
In preparing the financial statements some<br />
judgments and estimates were made and used and<br />
different assumptions that affect the value of assets<br />
and liabilities, as well as the income and expenses in<br />
the period.<br />
The estimates and underlying assumptions were<br />
determined based on the best knowledge existing at<br />
the <strong>da</strong>te of approval of the financial statements of<br />
events and transactions in progress, as well as on the<br />
experience of past/ current events. However, situations<br />
that may occur in subsequent periods and that are<br />
not foreseeable at the <strong>da</strong>te of approval of financial<br />
statements were not considered in these estimates.<br />
Changes to estimates that occur after the <strong>da</strong>te of the<br />
financial statements will be corrected prospectively.<br />
For this reason and given the degree of uncertainty,<br />
the actual results of the transactions in question may<br />
differ from the corresponding estimates.
4. TANGIBlE FIXED ASSTES<br />
a) Gross Assets<br />
Movement in gross value of tangible fixed assets:<br />
Fixed tangible assets Opening balance Increases Disposals Transfers and<br />
write off's<br />
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Closing<br />
balance<br />
Transportation equipment 500 31,818 - - 32,318<br />
Administrative equipment 2,363,320 9,150 - (2,223) 2,370,247<br />
TOTAL 2,363,820 40,968 - (2,223) 2,402,565<br />
b) Accumulated Depreciations<br />
Movement in accumulated depreciations of tangible fixed assets:<br />
Fixed tangible assets Opening<br />
balance<br />
Increases Transfers and<br />
write off's<br />
Closing<br />
balanc<br />
Transportation equipment 500 7,292 - 7,792<br />
Administrative equipment 2,350,549 9,163 (2,223) 2,357,488<br />
TOTAL 2,351,049 16,454 (2,223) 2,365,280<br />
5. Financial Investments<br />
a) Gross Assets<br />
Movement in the gross value of financial investments:<br />
Financial investments Opening<br />
balance<br />
Increases Disposals Transfers and<br />
write off's<br />
Closing<br />
balance<br />
Financial investments:<br />
Equity stakes in subsidiaries 277,570,120 - - (200,000) 277,370,120<br />
loans to subsidiaries 134,984,138 75,243,775 - - 210,227,913<br />
Other financial investments 643,764 - - - 643,764<br />
Financial investments in progress 50,000 - - - 50,000<br />
TOTAL 413,248,022 75,243,775 - (200,000) 488,291,797<br />
The amount recorded in column "Transfers and write off’s" refers to the write off of the shares in <strong>Soares</strong> <strong>da</strong><br />
<strong>Costa</strong> – Desenvolvimento, SA and <strong>Soares</strong> <strong>da</strong> <strong>Costa</strong> Ambiente e Energia, SGPS, SA. by dissolution.<br />
Movement in fair value adjustments:<br />
Fair value adjustments Opening<br />
balance<br />
321<br />
Increases Reductions Closing<br />
balance<br />
Equity stakes in subsidiaries 16.419.046 - - 16.419.046<br />
Other financial investments 367.588 48.996 - 416.584<br />
TOTAL 16.786.634 48.996 - 16.835.630<br />
The amount of 16,419.046 euros refers to the adjusted value of capital share in “<strong>Soares</strong> <strong>da</strong> <strong>Costa</strong> Imobiliária<br />
SGPS, S.A.” and “<strong>Soares</strong> <strong>da</strong> <strong>Costa</strong> Indústria SGPS, S.A.”, of 16,000,000 and 419,046 respectively, as a way to<br />
correct the differences between the accounting value and the market value, being the reference or “proxy” the<br />
shareholders’ equity (IAS) of <strong>Soares</strong> <strong>da</strong> <strong>Costa</strong> Imobiliária SGPS, S.A. and the individual shareholders’ equity (IAS)<br />
of <strong>Soares</strong> <strong>da</strong> <strong>Costa</strong> Indústria SGPS S.A.<br />
6. Investments in subsidiaries and associated companies<br />
As of December 31, 2011 the Group had direct stakes in the following companies:<br />
Company Head Offices Financial Pos.<br />
Statement<br />
value as of<br />
Dec 31, 2011<br />
<strong>Soares</strong> <strong>da</strong> <strong>Costa</strong> Construção, SGPS, SA<br />
<strong>Soares</strong> <strong>da</strong> <strong>Costa</strong> Imobiliária, SGPS, SA<br />
<strong>Soares</strong> <strong>da</strong> <strong>Costa</strong> Concessões, SGPS, SA<br />
SCSP-<strong>Soares</strong> <strong>da</strong> <strong>Costa</strong> Serviços Partilhados, S.A.<br />
EnergiaPrópria, SGPS, SA.<br />
R. de Santos Pousa<strong>da</strong>, 220<br />
4000-478 Porto<br />
R. de Santos Pousa<strong>da</strong>, 220<br />
4000-478 Porto<br />
R. de Santos Pousa<strong>da</strong>, 220<br />
4000-478 Porto<br />
R. de Santos Pousa<strong>da</strong>, 220<br />
4000-478 Porto<br />
Estra<strong>da</strong> de Talaíde, lote 27<br />
2785-734 Talaíde<br />
Participation Shareholders<br />
equity<br />
Net income<br />
2011<br />
143,808,449 100.000% 153,876,362 4,129,545<br />
83,393,057 100.000% 86,691,207 (314,273)<br />
25,967,527 100.000% 11,215,160 (8,080,531)<br />
1,293,416 99.960% 1,447,702 328,708<br />
6,488,625 57.260% 4,653,314 (1,956,309)
7. Financial and operational leasing<br />
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Financial leasing<br />
The company has fixed assets included in the balance under financial lease. As of December 31, 2011 the book<br />
value of these assets is as follows:<br />
Financial leasing Gross assets Cumulated<br />
depreciation<br />
Net assets<br />
Transport equipment 31,818 7,292 24,527<br />
TOTAL 31,818 7,292 24,527<br />
The responsibility for these contracts is as follows:<br />
Short term 11,634<br />
Medium and long term 9,963<br />
The reconciliation between the total of future minimum payments for leases on the balance sheet <strong>da</strong>te and<br />
their present value, for periods, is as follows:<br />
31-DEC-11<br />
Minimum payments of financial leasings<br />
2012 12.729<br />
2013 10.277<br />
23.006<br />
Interests 1,408<br />
Net present value of minimum payments of financial leasings 21.597<br />
Current 11.634<br />
Non current 9.963<br />
The financial leases bear interest at market rates and have periods of defined useful life. As of December 31,<br />
2011 there are no contingent rents and restrictions relating to dividends (or any additional debt) associated<br />
with the leasing contracts in force.<br />
Operational leasing<br />
Expenses with operating lease agreements amounting to 201,286 euros were recognized in 2011.<br />
Rents on operating lease agreements (fixed rents) maintained by the company as of December 31, 2011,<br />
mainly referring to operating lease of vehicles, have the following maturity profile:<br />
Maturity<br />
2012 191,202<br />
2013 100,400<br />
2014 45,144<br />
2015 10,207<br />
TOTAL 346,953<br />
8. Breakdown of accounts receivable<br />
As at December 31, 2011 and December 31, 2010 breakdown was as follows:<br />
323<br />
Accounts receivable 31-DEC-11 31-DEC-10<br />
Customers - current account 2,557,578 876,249<br />
Customers 2,557,578 876,249<br />
Group companies 50,099,584 60,418,121<br />
Associated companies 80,747 59,656<br />
Special regime for the taxation of corporate groups 12,066,340 9,266,574<br />
Group and associated companies 62,246,671 69,744,350<br />
Other 577,531 577,824<br />
Fair value adjustments 0 0<br />
Other accounts receivable 577,531 577,824<br />
During 2011, income resulting from financial investments amounted to 218,752,353 euros, while the financial<br />
investments payments summed up to 306,826,045 euros.
“State and other public bodies” account breakdown as of December 31, 2011 and was as follows:<br />
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31-DEC-11 31-DEC-10<br />
Income tax 759,930 2,301,471<br />
TOTAL 759,930 2,301,471<br />
9. Breakdown of other current assets<br />
Other current assets 31-DEC-11 31-DEC-10<br />
Accrued income 71,845 48,091<br />
Deferred costs 363,749 836,897<br />
TOTAL 435,594 884,988<br />
The value of the item “Deferred costs" was restated to December 31, 2010, with the implementation<br />
of the rule for the measurement of bank loans at amortized cost - IAS 39 and IAS 32 - and reflects a decrease<br />
of 2,610,940 euros.<br />
On December 31, 2011 and 2010 these items have the following decomposition:<br />
31-DEC-11 31-DEC-10<br />
Accrued income<br />
Interest to receipt 71,845 48,091<br />
TOTAL<br />
Deferred costs<br />
71,845 48,091<br />
Financing operations setting costs 304,313 778,752<br />
Insurances 35,828 35,049<br />
Other deferred costs 23,608 23,097<br />
TOTAL 363,749 836,897<br />
The setting costs with financing operations are mainly related with commercial paper issues, to be deferred by<br />
the several settlement deadlines.<br />
10. Cash and equivalents<br />
As of December 31, 2011 and 2010 cash and equivalents breakdown was as follows:<br />
325<br />
31-DEC-11 31-DEC-10<br />
Cash 638 1,168<br />
Banking deposits (imediately available) 77,595 11,490,995<br />
Cash equivalents - -<br />
Cash and equivalents 78,233 11,492,163<br />
Tra<strong>da</strong>ble securities - -<br />
Cash in the balance 78,233 11,492,163<br />
11. Composition of share capital and reserves<br />
The company's share capital amounts to 160,000,000 euros, being represented by 160,000,000 shares,<br />
with a nominal value of 1.00 Euro, of which 159,994,482 are ordinary shares and 5,518 are non-voting<br />
preferred shares with the right to receive a preferential dividend and preferential reimbursement of the<br />
respective nominal value if the company declares bankruptcy. Investifino – Investimentos e Participações<br />
SGPS, S.A. holds 70.8142% of the Company’s share capital, corresponding to 113,302,682 shares granting<br />
71.042% of voting rights as of December 31, 2011.<br />
In 2011, the movements related with own shares were as follows:<br />
Number<br />
of shares<br />
Nominal<br />
value<br />
Discounts and<br />
premiuns<br />
Amount<br />
Opening balance 382,914 382,914 (185,134) 197,780<br />
Acquisitions 1,847,588 1,847,588 (1,037,515) 810,073<br />
Alienations (1,723,210) (1,723,210) 887,883 (835,327)<br />
CLOSING BALANCE 507,292 507,292 (334,766) 172,526
During 2011 the company acquired 1,847,588 shares at an average price of 0.44 euros, which negatively<br />
affected the value of equity in 810,072.96 euros. During 2011 the company sold 1,723,210 shares at an<br />
average price of 0.43 euros, positively influencing the value of equity in 741,746.57 euros.<br />
Net income for the year 2010, amounting to 27,491,412 euros, was applied as follows, according to minutes<br />
number 109 of 05.12.2011:<br />
legal reserve 1,374,571<br />
Retained earnings 22,652,995<br />
Dividends 3,463,847<br />
TOTAL 27,491,412<br />
Individual Financial Statements | Grupo <strong>Soares</strong> <strong>da</strong> <strong>Costa</strong>, SGPS, SA<br />
326<br />
Portuguese corporate legislation required that at least 5% of the annual net income must is allocated to “Legal<br />
reserve” account, until this reserve reaches at least 20% of the share capital. This reserve cannot be distributed,<br />
except in the case of bankruptcy, but can be used to absorb losses, after all other reserves have been used, and<br />
to increase the share capital. The revaluation reserves cannot be distributed to shareholders, unless they have<br />
been fully amortised or the respective items subject to the revaluation have been sold.<br />
12. Bank Loans<br />
As of December 31, 2011 and December 31, 2010 bank loans breakdown was as follows:<br />
31-DEC-11 31-DEC-10<br />
Non current liabilities<br />
Bonds 97,604,741 97,204,246<br />
Bank loans 14,112,455 19,750,000<br />
TOTAL<br />
Current liabilities<br />
111,717,196 116,954,246<br />
Bank loans 45,769,651 37,936,739<br />
Overdrafts 63,402 177,995<br />
TOTAL 45,833,053 38,114,733<br />
327<br />
The values of the account "Bonds" and "Bank Loans", as of December 31, 2010, were restated to the<br />
implementation of the rule for the measurement of bank loans at amortized cost - IAS 39 and IAS 32 - and<br />
reflect a decrease in 2,795,754 euros and 163,261 euros in non-current liabilities and current, respectively. The<br />
loans are measured at amortized cost, effective interest rates of: 1.557%, 1.594% and 2.166%.<br />
On December 31, 2011, bank loans, in the form of overdrafts, bear an average annual interest rate of 10.601%.<br />
On December 31, 2011, bank loans are as follows:<br />
• Grupo <strong>Soares</strong> <strong>da</strong> <strong>Costa</strong> SGPS SA has contracted with a syndicate the placement and underwriting of<br />
commercial paper issues up to 32 thousand euros, under a program contract valid until June 16, 2015. On<br />
December 31, 2011 this placement was fully in use;<br />
• Loan taken by Grupo <strong>Soares</strong> <strong>da</strong> <strong>Costa</strong> SGPS SA with Caixa Central Mutual Agricultural Credit in the amount<br />
of 2,670 thousand Euros to be paid on 7 semiannual installments, ending in June 2015;<br />
• Loan taken by Grupo <strong>Soares</strong> <strong>da</strong> <strong>Costa</strong> SGPS, S. A. from Caixa Geral de Depósitos in the amount of 1,250<br />
thousand Euros, to be paid in 5 quarterly instalments, ending in March 2013;<br />
• Loan taken by Grupo <strong>Soares</strong> <strong>da</strong> <strong>Costa</strong> SGPS, S. A. with Banco Popular Portugal totaling 5,000 thousand<br />
euros, to be paid in 4 semiannual instalments, ending June 2014;<br />
• Loan taken by Grupo <strong>Soares</strong> <strong>da</strong> <strong>Costa</strong> SGPS, S. A. from Caixa Geral de Depósitos in the amount of 14,000<br />
thousand Euros, to be paid in 8 quarterly instalments, ending in October 2013;<br />
• Loan taken by Grupo <strong>Soares</strong> <strong>da</strong> <strong>Costa</strong> SGPS, S. A. with Banif Banco Internacional do Funchal in the amount<br />
of 1,839 thousand Euros, to be paid in 10 quarterly instalments, ending in April 2014;<br />
• Loan taken by Grupo <strong>Soares</strong> <strong>da</strong> <strong>Costa</strong> SGPS, S. A. with Caixa Banco de Investimento in the amount of 1,250<br />
thousand Euros, to be repaid in January 2012;<br />
• Bonds issued by Grupo <strong>Soares</strong> <strong>da</strong> <strong>Costa</strong> SGPS SA in the amount of 20,000 thousand euros, to be repaid in<br />
November 2015;
Individual Financial Statements | Grupo <strong>Soares</strong> <strong>da</strong> <strong>Costa</strong>, SGPS, SA<br />
328<br />
• Bonds issued by Grupo <strong>Soares</strong> <strong>da</strong> <strong>Costa</strong> SGPS SA in the amount of 80,000 thousand euros, to be repaid in<br />
December 2017.<br />
The nominal value of loans recorded in the balance sheet <strong>da</strong>te of December 31, 2011 has the following<br />
maturities:<br />
Maturities Bank loans Bonds Other loans Overdrafts Total<br />
2012 45,895,818 - 63,402 45,959,220<br />
2013 11,145,818 - - 11,145,818<br />
2014 2,278,121 - - 2,278,121<br />
2015 688,515 20,000,000 - 20,688,515<br />
2016 - - 0<br />
2017 - 80,000,000 - 80,000,000<br />
After - 2017 - - 0<br />
TOTAL 60,008,273 100,000,000 0 63,402 160,071,674<br />
The Group’s loans as at December 31, 2010 had the following interest rates:<br />
Minimum Maximum<br />
Overdrafts 7.110% 8.670%<br />
Bank loans 3.470% 7.902%<br />
Bonds 4.204% 4.319%<br />
Commercial paper 8.156% 8.156%<br />
13. Derivatives<br />
The company contracted with a financial institution, a derivative – an Interest Rate Swaps - with a current<br />
amount of 4,513,000 Euros, repayable, in order to partially cover the risk of interest rate on a loan of<br />
5,000,000 Euros. The financial instrument that can be summarized as follows:<br />
Type of derivative Derivative<br />
Description Interest rate coverage<br />
Bank BANCO POPUlAR<br />
Currency Euro<br />
Contract <strong>da</strong>te 11-03-2011<br />
Beginning <strong>da</strong>te 14-06-2011<br />
Maturity <strong>da</strong>te 16-06-2014<br />
Frequency Annual<br />
Swap 2.64%<br />
Total amount covered on 31-12-2011 4,513,000 Euros, repayable<br />
Reference Euribor 12 months<br />
329<br />
As of December 31, 2011 these derivatives were designated as coverage derivatives since they meet the<br />
statutory requirements set out in IAS 39 relating to the documentation of the relationship and effectiveness<br />
of the coverage derivative. The fair value of financial instruments was made by their counterparts who are<br />
fit and independent entities, through the adoption of appropriate valuation models. These are based on the<br />
method of discounted cash flows using observable market inputs, quoted in the interbank market.<br />
On December 31, 2011 and December 31, 2010 the details of derivative financial instruments is as follows:<br />
31-DEC-11 31-DEC-10<br />
Non current liabilities 31,950 0<br />
Current liabilities 31,726 0<br />
TOTAL 63,676 0
14. Breakdown of other accounts payable<br />
As of December 31, 2011 and 2010 the item “Other accounts payable” breakdown was as follows:<br />
Individual Financial Statements | Grupo <strong>Soares</strong> <strong>da</strong> <strong>Costa</strong>, SGPS, SA<br />
330<br />
Accounts payable 31-DEC-11 31-DEC-10<br />
Group companies 158,265,989 104,657,786<br />
Other shareholders 9,932 7,442<br />
Special regime for taxation of corporate groups 5,469,717 6,277,464<br />
Group and associated companies 163,745,638 110,942,692<br />
Other 84 2,036,553<br />
Other accounts payable 84 2,036,553<br />
“State and other public bodies” account breakdown as at December 31, 2011 and 2010 was as follows:<br />
31-DEC-11 31-DEC-10<br />
value added tax 230,067 107,541<br />
Income tax 5,743,767 1,582,555<br />
Social security contributions 103,043 10,142<br />
Other 127,229 71,886<br />
TOTAL 6,204,106 1,772,124<br />
15. Other current liabilities<br />
Other current liabilities 31-DEC-11 31-DEC-10<br />
Accrued costs 818,703 712,465<br />
TOTAL 818,703 712,465<br />
The value of "Accrued costs" has been restated to December 31, 2010, with the implementation of the rule for the<br />
measurement of bank loans at amortized cost - IAS 39 and IAS 32 - and reflects an increase of 19,391 euros.<br />
As of December 31, 2011 and December 31, 2010 these items were broken down as follows:<br />
331<br />
31-DEC-11 31-DEC-10<br />
Accrued costs<br />
Staff wages to be paid 455,479 414,777<br />
Interest to be paid 363,224 297,689<br />
TOTAL 818,703 712,465<br />
16. Information by segments<br />
Turnover breakdown by geographical market was as follows:<br />
31-DEC-11 % 31-DEC-10 %<br />
Portugal 5,684,413 91.17% 4,003,279 100.00%<br />
Angola 61,245 0.98% - 0.00%<br />
U.S. 385,200 6.18% - 0.00%<br />
Mozambique 83,400 1.34% - 0.00%<br />
S. Tomé & Príncipe 21,000 0.34% - 0.00%<br />
TOTAL 6,235,258 100.00% 4,003,279 100.00%<br />
The decomposition of this item to the <strong>da</strong>te of December 31, 2011 and December 31, 2010 was as follows:<br />
Turnover 31-DEC-11 31-DEC-10<br />
Shared services 6,000,000 3,900,000<br />
Insurance 0 103,297<br />
Other services rendered 235,258 0<br />
TOTAL 6,235,258 4,003,279
17. External supplies and services<br />
Expenditures with external supplies and services in 2011 and 2010, breakdown was as follows:<br />
Individual Financial Statements | Grupo <strong>Soares</strong> <strong>da</strong> <strong>Costa</strong>, SGPS, SA<br />
332<br />
External supplies and services 31-DEC-11 31-DEC-10<br />
Specialised works 1,039,868 1,159,337<br />
Publicity 396,045 23,186<br />
Fees 68,833 37,054<br />
Travel and accomo<strong>da</strong>tion expenses 301,211 345,151<br />
Car hires 201,287 159,590<br />
Fuel 53,585 36,557<br />
Communications 34,811 34,520<br />
Insurance 66,068 62,607<br />
Other external supplies and services 456,475 326,519<br />
TOTAL 2,618,182 2,184,521<br />
18. Related parties<br />
Balances and transactions with both group and associated companies are detailed in the following table. The<br />
terms and conditions used in transactions between group companies and associated companies are substantially<br />
the same normally contracted between independent entities in comparable operations.<br />
Balance as of December 31, 2011 Customers<br />
333<br />
Loans to Group<br />
and associated<br />
companies<br />
Other accounts<br />
receivable<br />
Suppliers<br />
Loans from Group<br />
and associated<br />
companies<br />
<strong>Soares</strong> <strong>da</strong> <strong>Costa</strong> Serviços Partilhados 8,655 - - 25,815 926,582<br />
<strong>Costa</strong>parques, SA - 23,004 - 640 -<br />
Habitop, SA - - - 635 151,144<br />
Soc. Construções <strong>Soares</strong> <strong>da</strong> <strong>Costa</strong>, SA 949,750 - 10,597 5,323 53,583,424<br />
Contato - Soc. Construções, S.A. 60,017 - - - 87,135,184<br />
Ciagest, SA 43,355 1,211,682 - 44,688 -<br />
Clear, SA 137,626 - - - 12,900,336<br />
SDC Serviços Técnicos e de Gestão, SA 79,458 - - - -<br />
Socometal, SA 42,389 4 - - -<br />
Navegaia, Instalações industriais SA - - - - 336,484<br />
SDC Construção SGPS, SA 79 136,166,481 537,414 - -<br />
SDC Imobiliária SGPS, SA 4 20,275,153 - - -<br />
SDC Concessões, SGPS, SA 216 101,687,615 - - -<br />
Cais <strong>da</strong> Fontinha - Investimentos imobiliários, SA - 78,673 - - -<br />
Mercados Novos, l<strong>da</strong>. - - - - 1,313,345<br />
Intevias - Serviços de gestão, S.A. - - - - 1,919,489<br />
Scutvias, SA 5,328 - - - -<br />
Gaya Explor, l<strong>da</strong>. 22,734 - - - -<br />
Indáqua Feira - Indústria de Águas de S. Maria <strong>da</strong><br />
Feira<br />
- 83,085 - - -<br />
Carta Angola 61,239 - - - -<br />
SDC América, Inc. 925,551 - - - -<br />
SDC Moçambique, SARl 83,400 - - - -<br />
SDC S. Tomé e Príncipe, Construções, l<strong>da</strong>. 21,000 - - - -<br />
<strong>Soares</strong> <strong>da</strong> <strong>Costa</strong> Concessions USA, Inc. 62,079 - - - -<br />
CPE, SA 11 - - - -<br />
ClEAR (Angola), SA 6 - - - -<br />
Energia Própria, SGPS, S.A. 3 882,549 85 - -<br />
Operestra<strong>da</strong>s XXI, SA 36 - - - -<br />
Auto-estra<strong>da</strong>s XXI, S.A. 21 - - - -<br />
CAET XXI - Construções, ACE 26 - - - -<br />
Estádio de Coimbra, ACE - - - 5,424 -<br />
TOTAL 2,502,982 260,408,245 548,096 82,525 158,265,989
Balance as of December 31, 2010 Customers<br />
Individual Financial Statements | Grupo <strong>Soares</strong> <strong>da</strong> <strong>Costa</strong>, SGPS, SA<br />
334<br />
Loans to<br />
Group and<br />
associated<br />
companies<br />
Other<br />
accounts<br />
receivable<br />
Suppliers Loans Other<br />
<strong>Soares</strong> <strong>da</strong> <strong>Costa</strong> Serviços Partilhados 5,820 426,792 - 10,956 - -<br />
<strong>Costa</strong>parques, SA - - - 932 - -<br />
Habitop, SA - - - 621 -<br />
Soc. Construções <strong>Soares</strong> <strong>da</strong> <strong>Costa</strong>, SA 488,720 - - 11,728 24,412,145 -<br />
Contacto - Soc. Construções, S.A. 65,515 - - - - -<br />
Ciagest, SA 20,606 15,095,706 - 24,277 - -<br />
Clear, SA 63,313 - - - - -<br />
SDC Serviços Técnicos e de Gestão, SA 62,841 - - - 2,091,463 -<br />
Socometal, SA 14,236 - - - 2,585,939 -<br />
Navegaia, Instalações industriais SA - - - - 312,920 -<br />
SDC Construção SGPS, SA - 108,150,768 537,414 - 51,865,645 -<br />
SDC Imobiliária SGPS, SA - 2,778,083 - - - -<br />
SDC Indústria, SGPS, SA - - - - 22,057,548 -<br />
<strong>Soares</strong> <strong>da</strong> <strong>Costa</strong> - Ambiente e Energia, SGPS, S.A. - - - - 48,000 -<br />
Soarta, SA - - - - 1,267,041 -<br />
<strong>Soares</strong> <strong>da</strong> <strong>Costa</strong> Desenvolvimento, SA - - - - 17,087 105,000<br />
SDC Concessões, SGPS, SA - 66,684,179 - - - -<br />
Cais <strong>da</strong> Fontinha - Investimentos imobiliários, SA - 1,695,047 - - - -<br />
MzI, l<strong>da</strong>. - 26,635 - - - -<br />
Carta, l<strong>da</strong>. - 526,112 - - - -<br />
Indáqua Feira - Indústria de Águas de S. Maria <strong>da</strong><br />
Feira<br />
- 18,937 - - - -<br />
Mini Price Hotels (Porto), SA - - - 35 - -<br />
Somafel, SA 72,600 - - - - -<br />
Scutvias, SA 5,328 - - - - -<br />
Gaya Explor, l<strong>da</strong>. 22,734 - - - - -<br />
Indáqua Feira - Indústria de Águas de S. Maria <strong>da</strong><br />
Feira<br />
- 59,656 - - - -<br />
TOTAL 821,714 195,461,915 537,414 48,549 104,657,786 105,000<br />
Transactions in 2011 External<br />
supplies and<br />
services<br />
335<br />
Turnover Interest<br />
paid<br />
Interest<br />
charged<br />
<strong>Soares</strong> <strong>da</strong> <strong>Costa</strong> Serviços Partilhados, S.A. 168,140 40,618 5,998 22,479<br />
<strong>Costa</strong>parques, S.A. 2,736 5 - 1,575<br />
Habitop, S.A. 7,470 - 4,237 846<br />
Soc. Construções <strong>Soares</strong> <strong>da</strong> <strong>Costa</strong>, S.A. 35,878 3,784,154 2,220,004 -<br />
Contacto - Soc. Construções, S.A. - 582,887 4,791,211 -<br />
Ciagest, S.A. 293,975 211,338 55 218,972<br />
Clear, S.A. - 564,688 248,044 1,646<br />
SDC Serviços Técnicos e de Gestão, S.A. - 387,648 25,228 -<br />
Socometal, S.A. - 102,225 134,941 4<br />
Navegaia, Instalações Industriais, S.A. - - 18,782 -<br />
SDC Construção SGPS, S.A. - 2,578 676,338 6,781,736<br />
SDC Imobiliária SGPS, S.A. - 3 - 890,543<br />
Intevias - Serviços e Gestão, S.A. - - 45,281 -<br />
Soarta, S.A. - - 31,013 -<br />
Mercados Novos, l<strong>da</strong>. - - 64,065 -<br />
<strong>Soares</strong> <strong>da</strong> <strong>Costa</strong> Desenvolvimento, S.A. - - 1,358 -<br />
SDC Concessões, SGPS, S.A. - 361 - 4,682,186<br />
<strong>Soares</strong> <strong>da</strong> <strong>Costa</strong> Desenvolvimento, S.A. - - 2,674 -<br />
CPE, S.A. - 131 - -<br />
Cais <strong>da</strong> Fontinha - Investimentos Imobiliários, S.A. - - - 105,845<br />
MzI, l<strong>da</strong>. - - - 718<br />
Carta, l<strong>da</strong>. - - - 7,208<br />
Indáqua Feira - Indústria de Águas de Santa Maria <strong>da</strong> Feira - - - 4,493<br />
SDC Moçambique, SARl - 83,400 - -<br />
SDC S. Tomé e Príncipe, Construções, l<strong>da</strong>. - 21,000 - -<br />
<strong>Soares</strong> <strong>da</strong> <strong>Costa</strong> Concessions USA, Inc. - - - -<br />
Energia Própria, SGPS, S.A. - 2 - 37,224<br />
Operestra<strong>da</strong>s XXI, S.A. - 29 - -<br />
Auto-estra<strong>da</strong>s XXI, S.A. - 76 - -<br />
CAET XXI - Construções, ACE - 882 - -<br />
Clear (Angola), S.A. - 6 - -<br />
Carta Angola - 61,239 - -<br />
SDC América, Inc. - 385,200 - -<br />
Mini Price Hotels (Porto), S.A. 1,925 - - -<br />
TOTAL 510,124 6,228,470 8,269,278 12,755,474
Transactions in 2010<br />
Individual Financial Statements | Grupo <strong>Soares</strong> <strong>da</strong> <strong>Costa</strong>, SGPS, SA<br />
External supplies<br />
and services<br />
336<br />
Turnover Interest paid Interest received<br />
Other financial<br />
gains<br />
<strong>Soares</strong> <strong>da</strong> <strong>Costa</strong> Serviços Partilhados, SA 127.027 30.985 - 102.168 -<br />
<strong>Costa</strong>parques, SA 2.904 199 - 795 -<br />
Habitop, SA 7.881 - 710 374 -<br />
Soc. Construções <strong>Soares</strong> <strong>da</strong> <strong>Costa</strong>, SA 27.004 2.507.629 500.972 2.076 -<br />
Contacto - Soc. Construções, S.A. - 649.772 1.154.045 - -<br />
Ciagest, SA 243.072 104.335 - 176.139 -<br />
Clear, SA - 323.458 - 51.954 -<br />
SDC Serviços Técnicos e de Gestão, SA - 312.311 86.940 - -<br />
Socometal - 74.570 68.652 3.365 -<br />
Navegaia, Instalações industriais, SA - 20 2.194 - -<br />
SDC Construção SGPS, SA - - 3.164.339 2.810.727 -<br />
SDC Imobiliária SGPS, SA - - 7.312 759.532 -<br />
SDC Indústria SGPS, SA - - 1.184.951 - -<br />
Intevias - Serviços e Gestão, S.A. - - 11.861 493 -<br />
Soarta, SA - - 38.091 590 -<br />
Mercados Novos, l<strong>da</strong>. - - 13.136 - -<br />
<strong>Soares</strong> <strong>da</strong> <strong>Costa</strong> Desenvolvimento, SA - - 1.035 - -<br />
SDC Concessões, SGPS, SA - - - 2.023.213 -<br />
CPE, SA - - - 354.026 -<br />
Cais <strong>da</strong> Fontinha - Investimentos Imobiliários, SA - - - 28.884 -<br />
MzI, l<strong>da</strong>. - - - 778 -<br />
Carta, l<strong>da</strong>. - - - 21.324 -<br />
Indáqua Feira - Indústria de Águas de Santa Maria<br />
<strong>da</strong> Feira<br />
- - - 2.852 -<br />
SDC América, Inc. - - - - 435.387<br />
Mini Price Hotels (Porto), SA 2.002 - - - -<br />
409.890 4.003.279 6.234.237 6.339.291 435.387<br />
19. Employees<br />
The average number of employees during the financial years ended on December 31, 2011 was 40 persons,<br />
distributed as follows:<br />
337<br />
Directors Senior managers Middle managers Highly qualified staff<br />
9 22 1 8<br />
The average number of employees during the financial year ended on December 31, 2010 was 28 persons,<br />
distributed as follows:<br />
Directors Senior managers Middle managers Highly qualified staff<br />
9 12 1 6<br />
Corporate bodies’ remunerations for the financial year ended on December 31, 2011 and 2010 were as follows:<br />
Corporate bodies 2011 2010<br />
Board of Directors 1,962,465 2,553,856<br />
Supervisory body 94,750 101,500<br />
Chatered accountants 16,800 16,800<br />
Staff costs for the financial years ending on December 31, 2011 and 2010, have the following breakdown:<br />
Staff costs 2011 2010<br />
Wages 3,548,353 3,790,820<br />
Social security contribution 665,496 486,540<br />
TOTAL 4,213,849 4,277,361
20. Financial results<br />
The financial results for the periods ended December 31, 2011 and 2010 showed the following breakdown:<br />
Individual Financial Statements | Grupo <strong>Soares</strong> <strong>da</strong> <strong>Costa</strong>, SGPS, SA<br />
338<br />
FInancial costs and losses 31-DEC-11 31-DEC-10<br />
Inteest paid 14,578,249 9,472,692<br />
Foreign exchange losses 206,278 190,723<br />
Adjustments of financial investments 48,996 29,285<br />
Capital losses in the alienation of financial investments 10,222 0<br />
Other financial costs and losses 1,505,696 1,545,262<br />
(1) 16,349,440 11,237,961<br />
Financial income and gains 31-DEC-11 31-DEC-10<br />
Interest received 12,760,013 6,434,540<br />
Foreign received 1,030 52,276<br />
Cash discounts obtained 1 0<br />
Income and capital gains from equity participations 3,742,412 33,761,739<br />
Other financial income and gains 603,825 435,387<br />
(2) 17,107,281 40,683,941<br />
FINANCIAL RESULTS (2)-(1) 757,841 29,445,980<br />
The "Interest paid" was restated to December 31, 2010, with the implementation of the rule for the measurement<br />
of bank loans at amortized cost - IAS 39 and IAS 32 - and reflects a decrease of 192,150 euros.<br />
"Other financial costs and losses" includes, essentially, costs of bank guarantees, commissions of the commercial<br />
paper issues and bond issues and expenses charged for banking services.<br />
21. Income tax and deferred tax<br />
The company is taxed on its income under the Special Tax Regime for Corporate Groups. Being the parent<br />
company, the company registers in its relations with the State the tax charges and the tax credit/debit for the<br />
contributions of the other companies in “Shareholders/ group companies” accounts.<br />
339<br />
According to tax legislation, tax declarations are subject to review by the tax authorities for a four year period (five<br />
years for Social Security). Hence, the Company's tax declarations concerning 2007 and following years are still<br />
subject to review. The company’s board of directors believes that eventual corrections, should they occur, would<br />
not have a significant impact on the financial statements.<br />
The income tax accounted for December 31, 201a and 2010 breakdows as follow:<br />
Income tax 2011 2010<br />
Current tax (852,856) (1,406,555)<br />
Deferred tax - -<br />
TOTAL (852,856) (1,406,555)<br />
Reconciliation of the pre-tax result for this period income tax:<br />
2011 2010<br />
Earnings before taxes 24,872 26,277,007<br />
Adjustments generating deferred taxes - -<br />
Other adjustments not generating deferred taxes (3,872,437) (31,851,214)<br />
Taxable income (3,847,565) (5,574,207)<br />
Average nominal income tax rate 25,00% 25,00%<br />
Effect of confirmation or reversal of deferred tax - -<br />
Autonomous taxation 109,035 35,034<br />
INCOME TAX (852,856) (1,406,555)<br />
The value of "Income before tax" to December 31, 2010 was restated to the implementation of the rule for the<br />
measurement of bank loans at amortized cost - IAS 39 and IAS 32 - and reflects an increase of 192,150 euros.
The deferred tax assets on the balance sheet presented had the following origin:<br />
Individual Financial Statements | Grupo <strong>Soares</strong> <strong>da</strong> <strong>Costa</strong>, SGPS, SA<br />
340<br />
Deferred tax assets 31-DEC-11 31-DEC-10<br />
Differences in the financial investments valuation 4,104,762 4,104,762<br />
Financial instruments fair value 15,919 -<br />
TOTAL 4,120,681 4,104,762<br />
22. Earnings per share<br />
As stated in note 11, the company’s capital consists of 159,994,482 ordinary shares and 5,518 preferential<br />
shares without voting rights, with a par value of 1 Euro each. Holders of preferential shares without voting<br />
rights are entitled to a priority dividend on the terms stipulated in item 2.7 of the respective issuance<br />
prospectus and are listed for trading, at no less than 5% of the respective par value, pursuant to article 341 (2)<br />
of the Portuguese Corporate Code.<br />
As of December 31, 2011 and 2010 the basic earning per share matches the diluted earning per share, having<br />
been calculated as follows:<br />
Earnings per share 2011 2010<br />
Net income 877,728 27,683,563<br />
Number of preferred shares 5,518 5,518<br />
Number of ordinary shares 159,994,482 159,994,482<br />
Number of own shares 507,292 382,914<br />
Weighted average number of ordinary shares 159,499,423 159,926,409<br />
Results attributed to the preferred shares 276 276<br />
Earnings per share<br />
Basic 0.005 0.173<br />
Diluted 0.005 0.173<br />
Net income for 2010was restated reflecting the implementation of the rule for the measurement of bank loans at amortized cost - IAS 39 and IAS 32 - and reflects an increase<br />
of 192,150 euros.<br />
23. Guarantees<br />
Details on the banking guarantees and collateral provided by the company to third parties as of December 31,<br />
2011, were as follows:<br />
341<br />
Euros<br />
Bank guaranteed 18,524,352<br />
Confort letter Credit line for international trading and hot-money 1,250,000 Soc. Construções SDC, SA<br />
Confort letter Credit line for medium and long term financing 1,500,000 SDC Construção SGPS, SA<br />
Confort letter Credit line for bank guarantees 3,250,000 SDC Construção SGPS, SA<br />
Confort letter Credit line for medium and long term financing 5,544,713 Ciagest, SA<br />
Confort letter Credit line for medium and long term financing 1,750,000 Ciagest, SA<br />
13,294,713<br />
Collateral Credit line for medium and long term financing and bank guarantees 2,000,000 Soc. Construções SDC/SDC Concessões<br />
Collateral Credit line of ovrdraft account 8,000,000 Soc. Construções SDC, SA<br />
Collateral Credit line for bank guarantees 8,000,000 Soc. Construções SDC/SDC Concessões<br />
18,000,000<br />
24. Financial Risks<br />
Foreign Exchange risk<br />
This risk results mainly from the company's presence in foreign markets, increasing its exposure to the effects<br />
of the several currencies changes against the Euro. The exchange rate risk management policy followed by<br />
the company aims to minimize the sensitivity of the company’s earnings to exchange rates fluctuations. The<br />
company seeks, as much as possible, to balance assets and liabilities expressed in the same currency.<br />
Credit Risk<br />
This risk is associated with accounts receivable inherent to the company’s activity. The need to register an<br />
impairment loss is determined according to the seniority of the debt, the client’s risk profile, previous experience<br />
and further circumstances.
As of December 31, 2011, the board of directors<br />
strongly believes that the estimated adjustments<br />
to the accounts receivable have been adequately<br />
represented in the financial statements.<br />
As of December 31, 2011, to the following accounts<br />
receivable amounts no adjustments have been<br />
registered as collection was considered reasonable:<br />
Maturity Customers – current account<br />
Performing 721,052<br />
0 to 180 <strong>da</strong>ys -<br />
181 to 360 <strong>da</strong>ys -<br />
361 to 540 <strong>da</strong>ys -<br />
541 to 720 <strong>da</strong>ys -<br />
more than 721 <strong>da</strong>ys 155,197<br />
TOTAL 876,249<br />
liquidity Risk<br />
The liquidity risk management policy aims to ensure<br />
that at any given moment the profile of the maturity<br />
<strong>da</strong>tes of the company’s debt matches its capacity to<br />
generate the required cash flows. The management of<br />
liquidity risk therefore includes managing imbalances<br />
between the requirements for funds (for operating and<br />
financial costs, investments and debt repayment) and<br />
the inflows (receipts from customers, disinvestments,<br />
and financing commitments from financial entities).<br />
Individual Financial Statements | Grupo <strong>Soares</strong> <strong>da</strong> <strong>Costa</strong>, SGPS, SA<br />
342<br />
Futhermore, the company adopts measures to prevent<br />
that kind of risks through an adequate and timely<br />
cash flow management. In order to manage liquidity<br />
risk, the company maintains a balance between the<br />
term and flexibility of contracted debt through the use<br />
of phased financing which reflects the requirement<br />
for funds. In addition, the company has hot money<br />
accounts and overdrafts which avoid (temporary) cash<br />
flow problems.<br />
25. Subsequent events<br />
There are no material events to report.<br />
26. Compliance with legal framework<br />
(Decree law nr. 318/94 article 5, nr. 4)<br />
During the period ended December 31, 2011 were<br />
signed equity supply contracts with the following<br />
companies:<br />
• <strong>Soares</strong> <strong>da</strong> <strong>Costa</strong> Concessões, SGPS, S.A.;<br />
• <strong>Soares</strong> <strong>da</strong> <strong>Costa</strong> Imobiliária, SGPS, S.A.;<br />
• Energia Própria,SGPS, SA.<br />
During the period ended December 31, 2011 were<br />
signed financial operations contracts with the<br />
following companies:<br />
• <strong>Soares</strong> <strong>da</strong> <strong>Costa</strong> Construção, SGPS, S.A.;<br />
• <strong>Soares</strong> <strong>da</strong> <strong>Costa</strong> Concessões, SGPS, S.A.;<br />
• Socie<strong>da</strong>de de Construções <strong>Soares</strong> <strong>da</strong> <strong>Costa</strong>, S.A.;<br />
• <strong>Soares</strong> <strong>da</strong> <strong>Costa</strong> Imobiliária, SGPS, S.A.;<br />
• Ciagest - Imobiliária e Gestão, S.A.;<br />
• <strong>Costa</strong> parques - Estacionamentos, S.A.;<br />
• Cais <strong>da</strong> Fontinha - Investimentos Imobiliários S.A.;<br />
• Contacto - Socie<strong>da</strong>de de Construções, S.A.;<br />
• <strong>Soares</strong> <strong>da</strong> <strong>Costa</strong> Serviços Partilhados, S.A.;<br />
• Habitop - Socie<strong>da</strong>de Imobiliária, S.A.;<br />
• Mercados Novos-Imóveis Comerciais, L<strong>da</strong>.;<br />
• Navegaia - Instalações Industriais, S.A.;<br />
• Intevias - Serviços e Gestão S.A.;<br />
• Clear-Instalações Electromecânicas, S.A.;<br />
• Energia Própria,SGPS, S.A.;<br />
• Socometal, SA.<br />
343
As of December 31, 2011 and 2010, debit and credit positions, respectively, were as follows:<br />
Individual Financial Statements | Grupo <strong>Soares</strong> <strong>da</strong> <strong>Costa</strong>, SGPS, SA<br />
344<br />
Loans granted<br />
Company<br />
Equity injections<br />
31-DEC-11 31-DEC-10<br />
<strong>Soares</strong> <strong>da</strong> <strong>Costa</strong> Construção, SGPS, S.A. 108,150,768 108,150,768<br />
<strong>Soares</strong> <strong>da</strong> <strong>Costa</strong> Conscessões, SGPS, S.A 81,833,370 26,833,370<br />
<strong>Soares</strong> <strong>da</strong> <strong>Costa</strong> Imobiliária, SGPS, S.A. 19,368,450 -<br />
Energia Própria, SGPS, S.A. 875,325 -<br />
TOTAL 210,227,913 134,984,138<br />
Loans granted<br />
<strong>Soares</strong> <strong>da</strong> <strong>Costa</strong> Construção, SGPS, S.A. 27,374,838 -<br />
<strong>Soares</strong> <strong>da</strong> <strong>Costa</strong> Concessões, SGPS, S.A. 19,830,260 39,592,842<br />
<strong>Soares</strong> <strong>da</strong> <strong>Costa</strong> Imobiliária, SGPS, S.A. 814,900 2,764,000<br />
Cais <strong>da</strong> Fontinha - Investimentos Imobiliários, S.A. 78,300 1,687,000<br />
Ciagest - Imobiliária e Gestão, S.A. 1,208,800 15,017,400<br />
MzI - Socie<strong>da</strong>de de Construção, l<strong>da</strong> - 26,500<br />
SCSP - <strong>Soares</strong> <strong>da</strong> <strong>Costa</strong> Serviços Partilhados, S.A. - 421,500<br />
<strong>Costa</strong>parques - Estacionamentos, S.A. 23,000 -<br />
Carta - Cantinas e Restauração, l<strong>da</strong> - 523,500<br />
TOTAL 48,880,098 60,033,442<br />
345<br />
Loans obtained<br />
Company 31-DEC-11 31-DEC-10<br />
<strong>Soares</strong> <strong>da</strong> <strong>Costa</strong> Construção, SGPS, S.A. - 51,846,987<br />
<strong>Soares</strong> <strong>da</strong> <strong>Costa</strong> Indústria, SGPS, S.A - 21,948,000<br />
<strong>Soares</strong> <strong>da</strong> <strong>Costa</strong> Concessões, SGPS, S.A. - -<br />
Socie<strong>da</strong>de de Construções <strong>Soares</strong> <strong>da</strong> <strong>Costa</strong>, S.A. 53,284,710 24,223,029<br />
<strong>Soares</strong> <strong>da</strong> <strong>Costa</strong> Desenvolvimento S.A. - 17,000<br />
<strong>Soares</strong> <strong>da</strong> <strong>Costa</strong> Serviços Partilhados, SA 922,700 -<br />
Habitop - Socie<strong>da</strong>de Imobiliária, S.A. 150,100 -<br />
Mercados Novos - Imóveis Comerciais, l<strong>da</strong> 1,305,300 -<br />
Navegaia - Instalações Industriais, S.A. 335,200 311,300<br />
Construções Metálicas Socometal, SA. - 2,570,300<br />
Intevias - Serviços de Gestão S.A. 1,907,700 -<br />
Contacto - Socie<strong>da</strong>de de Construções, SA 86,595,500 -<br />
Clear - Instalações electromecânicas, SA 12,819,380 -<br />
Soarta - Socie<strong>da</strong>de Imobiliária <strong>Soares</strong> <strong>da</strong> <strong>Costa</strong>, SA. - 1,260,500<br />
<strong>Soares</strong> <strong>da</strong> <strong>Costa</strong> Serviços Técnicos e de Gestão, S.A. - 2,081,000<br />
<strong>Soares</strong> <strong>da</strong> <strong>Costa</strong> - Ambiente e Energia, SGPS SA - 48,000<br />
TOTAL 157,320,590 104,306,117<br />
Article 508.º F of the Corporate Code: The total amount charged by the external auditor and by the chartered<br />
accountant during 2011 was, respectively, 36,250 euros and 16,800 euros, concerning the legal certification of<br />
accounts and audit services.
27. Contingencies<br />
As it has been widely reported, in 2002 the <strong>Soares</strong><br />
<strong>da</strong> <strong>Costa</strong> Group underwent a profound re-structuring<br />
and re-organisation, which included the creation of<br />
a holding company and four sub-holdings, one for<br />
each major business area: construction, real estate,<br />
concessions and industry.<br />
These sub-holdings’ capital was paid in kind through<br />
the transfer to each company, at market value, of<br />
the portfolio of shareholdings previously held by<br />
the parent company in each sector. This process<br />
generated some capital gains and losses that were<br />
relevant for tax purposes.<br />
Subsequent to examination of the accounting<br />
records of Grupo <strong>Soares</strong> <strong>da</strong> <strong>Costa</strong>, SGPS, SA, the<br />
tax authorities notified the company of a corporate<br />
income Tax settlement of 17,136,692 euros, with this<br />
figure essentially resulting from faillure to consider<br />
as tax costs capital losses generated in the abovementioned<br />
restructuring and reorganisation process<br />
(although the corresponding capital gains generated in<br />
the same process were considered as profits). As the<br />
market has been previously informed (on November<br />
10, 2005) this company, together with its external<br />
consultants, the statutory auditors, and auditors who<br />
supervised and intervened in the process, disagrees<br />
and categorically rejects that understanding of the<br />
tax authority, and the payment in question has been<br />
legally contested, except for the sum of 381,752<br />
euros, which has already been paid.<br />
Individual Financial Statements | Grupo <strong>Soares</strong> <strong>da</strong> <strong>Costa</strong>, SGPS, SA<br />
346<br />
The board of directors and lawyers strongly believe that<br />
the contestation in question will be granted.<br />
28. Accounts release's approval<br />
At a meeting held on April 19, 2012, the Board of<br />
Directors authorised the release of these consoli<strong>da</strong>ted<br />
financial statements.<br />
29. Changes to policies, estimates and errors<br />
During the year 2011, with the exception of change<br />
in accounting policy on the measurement of bank<br />
loans at amortized cost, there were no changes in<br />
accounting policies, compared to those considered in<br />
the preparation of financial information for the year<br />
2010, furthermore were not recorded material errors<br />
relating to exercises above.
1. V<br />
Certifications<br />
O Grupo<br />
<strong>Soares</strong><br />
348<br />
<strong>da</strong> <strong>Costa</strong><br />
349
Leagl certification of Accounts<br />
INTRODUCTION<br />
1. We have examined the financial statements of Grupo <strong>Soares</strong> <strong>da</strong> <strong>Costa</strong>, S.G.P.S., S.A., which comprise the<br />
Certifications | Grupo <strong>Soares</strong> <strong>da</strong> <strong>Costa</strong>, SGPS, SA<br />
350<br />
Statement of financial position as at 31 December 2011, (which shows total assets of 542.269.671 Euro and<br />
total equity of 212.439.652 Euro, including a net profit of 877.728 Euro), the Statements of comprehensive<br />
and separated income, the Statement of changes in equity, the Cash-flow for the year then ended and the<br />
Accounting policies and explanation notes.<br />
RESPONSABIlITIES<br />
2. The Company's Management is responsible for the preparation of financial statements which present a true<br />
and fair view of the financial position of the Company, the results of its operations and its cash-flows, as well<br />
as for the adoption of appropriate accounting policies and criteria and for the maintenance of adequate internal<br />
control system.<br />
3. Our responsability is to express a professional and independent opinion on these financial statements, based<br />
on our examination.<br />
SCOPE<br />
4. We conducted our examination in accor<strong>da</strong>nce with the auditing stan<strong>da</strong>rds and technical recommen<strong>da</strong>tions<br />
("Normas Técnicas" and "Directrizes de Revisão/Auditoria") issued by the Portuguese Institute of Statutory<br />
Auditors ("Ordem dos Revisores Oficiais de Contas"), which require that we plan and perform our examination<br />
in order to obtain a reasonable assurance about whether the financial statements are free of material<br />
misstatement. Accordingly, our examination included:<br />
• Verification, on a sample basis, of the evidence supporting the amounts and disclosures in the financial<br />
statements, and assessing the reasonableness of the estimates, based on the judgements and criteria defined by<br />
the Company's Management used in its preparation;<br />
• Assessment of the appropriateness of the accounting policies used and their disclosures, according to the<br />
circunstances;<br />
• Assessment of the adequacy of the going concern basis of accounting;<br />
• Verification of the adequacy of the overall presentation of the financial statements.<br />
5. Our examination also included the verification that the financial information included in the management<br />
report agrees with the financial statements.<br />
6. We believe that our examination provides a reasonable basis for expressing our opinion.<br />
OPINION<br />
7. In our opinion, the financial statements referred to in paragraph 1 above, present fairly, in all material<br />
aspects, the financial position of Grupo <strong>Soares</strong> <strong>da</strong> <strong>Costa</strong>, S.G.P.S, S.A. as at 31 December 2011, the result of<br />
its operations and the cash flows for the year then ended, in accor<strong>da</strong>nce with International Financial <strong>Report</strong>ing<br />
Stan<strong>da</strong>rds as adopted in the European Union.<br />
REPORT ON THE OTHER lEGAl REQUIREMENTS<br />
8. It is also our opinion that the financial information contained in the management report agrees with the<br />
financial statements.<br />
Porto, April 19, 2012<br />
Jorge Bento Martins Ledo (ROC 591), representing Grant Thornton & Associados - SROC, L<strong>da</strong>.<br />
351
Leagl certification of Consoli<strong>da</strong>ted Accounts<br />
INTRODUCTION<br />
1. We have examined the consoli<strong>da</strong>ted financial statements of Grupo <strong>Soares</strong> <strong>da</strong> <strong>Costa</strong>, S.G.P.S., S.A., which<br />
Certifications | Grupo <strong>Soares</strong> <strong>da</strong> <strong>Costa</strong>, SGPS, SA<br />
352<br />
comprise the Consoli<strong>da</strong>ted Statement of financial position as at 31 December 2011, (which shows total assets<br />
of 542.269.671 Euro and total equity of 212.439.652 Euro, including a net profit of 877.728 Euro), the<br />
Consoli<strong>da</strong>ted Statements of comprehensive and separated income, the Consoli<strong>da</strong>ted statement of changes in<br />
equity, the Consoli<strong>da</strong>ted cash-flow for the year then ended and the Accounting policies and explanation notes.<br />
RESPONSABIlITIES<br />
2. The Company's Management is responsible for the preparation of consoli<strong>da</strong>ted financial statements which<br />
present a true and fair view of the financial position of the Company, the consoli<strong>da</strong>ted results of their operations<br />
and their cash-flows, as well as for the adoption of appropriate accounting policies and criteria and for the<br />
maintenance of adequate internal control system.<br />
3. Our responsability is to express a professional and independent opinion on these financial statements, based<br />
on our examination.<br />
SCOPE<br />
4. We conducted our examination in accor<strong>da</strong>nce with the auditing stan<strong>da</strong>rds and technical recommen<strong>da</strong>tions<br />
("Normas Técnicas" and "Directrizes de Revisão/Auditoria") issued by the Portuguese Institute of Statutory<br />
Auditors ("Ordem dos Revisores Oficiais de Contas"), which require that we plan and perform our examination<br />
in order to obtain a reasonable assurance about whether the financial statements are free of material<br />
misstatement. Accordingly, our examination included:<br />
• Verification that the financial statements of companies included in the consoli<strong>da</strong>tion have been examinated<br />
and for the cases where such an examination was not carried out, verification, on a sample basis, of the<br />
evidence supporting the amounts and disclosures in the consoli<strong>da</strong>ted financial statements, and assessing the<br />
reasonableness of the estimates, based on the judgements and criteria defined by the Company's Management<br />
used in its preparation;<br />
• Verification of the consoli<strong>da</strong>tion operations;<br />
• Assessment of the appropriateness of the accounting policies used and their disclosures, according to the<br />
circunstances;<br />
• Assessment of the adequacy of the going concern basis of accounting;<br />
• Verification of the adequacy of the overall presentation of the consoli<strong>da</strong>ted financial statements.<br />
5. Our examination also included the verification that the financial information included in the management<br />
report agrees with the consoli<strong>da</strong>ted financial statements.<br />
6. We believe that our examination provides a reasonable basis for expressing our opinion.<br />
353<br />
OPINION<br />
7. In our opinion, the consoli<strong>da</strong>ted financial statements referred to in paragraph 1 above, present fairly, in all<br />
material aspects, the consoli<strong>da</strong>ted financial position of Grupo <strong>Soares</strong> <strong>da</strong> <strong>Costa</strong>, S.G.P.S, S.A. as at 31 December<br />
2011, the consoli<strong>da</strong>ted result of its operations and the consoli<strong>da</strong>ted cash flows for the year then ended, in<br />
accor<strong>da</strong>nce with International Financial <strong>Report</strong>ing Stan<strong>da</strong>rds as adopted in the European Union.<br />
REPORT ON THE OTHER lEGAl REQUIREMENTS<br />
8. It is also our opinion that the financial information contained in the management report agrees with the<br />
consoli<strong>da</strong>ted financial statements.<br />
Porto, April 19, 2012<br />
Jorge Bento Martins Ledo (ROC 591), representing Grant Thornton & Associados - SROC, L<strong>da</strong>.
Auditors' <strong>Report</strong> Consoli<strong>da</strong>ted Financial Statements<br />
(translation os a originally isseud in Portuguese)<br />
Certifications | Grupo <strong>Soares</strong> <strong>da</strong> <strong>Costa</strong>, SGPS, SA<br />
354<br />
INTRODUCTION<br />
1. Pursuant to article 245 of the Securities Market Code ("Código dos Valores Mobiliários"), we hereby present<br />
our Auditors' <strong>Report</strong> of the consoli<strong>da</strong>ted financial information contained in the Board of Directors <strong>Report</strong><br />
and the accompanying consoli<strong>da</strong>ted financial statements of Group <strong>Soares</strong> <strong>da</strong> <strong>Costa</strong>, SGPS, SA, for the year<br />
ended 31 December 2011, which comprise the Consoli<strong>da</strong>ted Statement of the Financial Position (that reflects<br />
a total of 1 763 693 thousand euros and shareholders' equity of 116 522 thousand euros, including a<br />
consoli<strong>da</strong>ted net profit attributable to the Company's Equity Holders of 2 376 thousand euros), the Separate<br />
Consoli<strong>da</strong>ted Statement of Results, the Consoli<strong>da</strong>ted Statement of Comprehensive income, the Consoli<strong>da</strong>ted<br />
Statement of Changes in Equity and the Consoli<strong>da</strong>ted Statement of Cash Flows for the year then ended and the<br />
corresponding notes.<br />
RESPONSABIlITIES<br />
2. The Company's Board of Directors is responsible for: (i) the preparation of consoli<strong>da</strong>ted financial statements<br />
that present a true and fair view of the financial position of the companies included in the consoli<strong>da</strong>tion, the<br />
consoli<strong>da</strong>ted results and comprehensice income of their operations, the consoli<strong>da</strong>ted changes in equity and the<br />
consoli<strong>da</strong>ted cash flows; (ii) the preparation of historical financial information in accor<strong>da</strong>nce with International<br />
Financial <strong>Report</strong>ing Stan<strong>da</strong>rds as adopted in European Union and that is complete, true, timely, clear, objective<br />
and licit, as required by the Securities Market Code; (iii) the adoption of adequate accounting policies and<br />
criteria; (iv) the maintenance of appropriate systems of internal control; and (v) the disclosure of any significant<br />
fact that has influenced the operations of the companies included in the consoli<strong>da</strong>tion, their financial position or<br />
results of operations.<br />
3. Our responsability is to examine the financial information contained in the accounting documents referred to<br />
above, including verifying that the information is complete, true, timely, clear, objective and licit, as required by<br />
the Securities Market Code, and to issue a professional and independent report based on our work.<br />
355<br />
SCOPE<br />
4. Our examination was performed in accor<strong>da</strong>nce with the Auditing Stan<strong>da</strong>rds ("Normas Técnicas" and<br />
"Directrizes de Revisão/Auditoria"), issued by the Portuguese Institute of Statutory Auditors ("Ordem dos<br />
Revisores Oficiais de Contas"), which require that the examination is planned and performed with the objective<br />
of obtaining reasonable assurance about whether the consoli<strong>da</strong>ted financial statements are free of material<br />
misstatements. As examination includes: (i) verifying, on a sample basis, evidence supporting the amounts<br />
and disclosures in the consoli<strong>da</strong>ted financial statemets and assessing the significant estimates, based on<br />
judgements and criteria defined by the Company's Board of Directors, used in their preparation; (ii) verifying<br />
the consoli<strong>da</strong>tion procedures used, namely the application of the equity method; (iii) verifying that the financial<br />
statements of the companies included in the accounting policies used, their uniform application and their<br />
disclosure, taking into consideration the circunstances; (iv) verifying the applicability of the going concern<br />
concept; (v) verifying the adequacy of the overall presentation of the consoli<strong>da</strong>ted financial statements, and; (vi)<br />
assessing if the financial information is complete, true, timely, clear, objective and licit.<br />
5. Our examination also included verifying that the financial information included in the consoli<strong>da</strong>ted Board of<br />
Director's <strong>Report</strong> is consistent with the mentioned financial statements, as well as to perform the verifications<br />
established in n° 4 and n° 5 of the Article 451° of the Companies Code ("Código <strong>da</strong>s Socie<strong>da</strong>des Comerciais").<br />
6. We believe that our examination provides a reasonable basis for expressing our opinion.<br />
OPINION<br />
7. In our opinion, the consoli<strong>da</strong>ted financial statements referred to above, present fairly, in all material<br />
aspects, the consoli<strong>da</strong>ted financial position of Grupo <strong>Soares</strong> <strong>da</strong> <strong>Costa</strong>, SGPS, SA, as of 31 December 2011,<br />
the consoli<strong>da</strong>ted results and comprehensive income of its operations, the consoli<strong>da</strong>ted changes in equity and<br />
the consoli<strong>da</strong>ted cash flows for the year then ended, in accor<strong>da</strong>nce with the International Financial <strong>Report</strong>ing<br />
Stan<strong>da</strong>rds as adopted in the European Union and the financial information contained therein is complete, true,<br />
timely, clear, objective and licit.
REPORT ON OTHER lEGAl REQUIREMENTS<br />
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356<br />
8. It is also our opinion that the financial information included in the consoli<strong>da</strong>ted Board of Director's <strong>Report</strong><br />
is in accor<strong>da</strong>nce with the consoli<strong>da</strong>ted financial statements of the year and that the Corporate Governance<br />
<strong>Report</strong> includes the information required to the Company, as established by the Article 245°-A of the<br />
Securities Market Code.<br />
Porto, April 20, 2012<br />
BDO & Associados, SROC, represented by Paulo Jorge de Sousa Ferreira<br />
(registered in the Portuguese Securities Market Comission - CMVM - with no. 1122)
Auditors' <strong>Report</strong> Individual Financial Statements<br />
(Translation of a report originally isseud in Portuguese)<br />
Certifications | Grupo <strong>Soares</strong> <strong>da</strong> <strong>Costa</strong>, SGPS, SA<br />
358<br />
INTRODUCTION<br />
1. Pursuant to article 245 of the Securities Market Code (UCodigo dos Valores Mobiliarios"), we hereby<br />
present our Auditors' <strong>Report</strong> of the financial information contained in the Board of Directors <strong>Report</strong> and the<br />
accompanying financial statements of Grupo <strong>Soares</strong> <strong>da</strong> <strong>Costa</strong>, SGPS, SA, for the year ended 31 December 2011,<br />
which comprise the Statement of the Financial Position (that reflects a total of 542 270 thousand euros and<br />
shareholders' equity of 212 440 thousand euros, including a net profit of 878 thousand euros), the Separate<br />
Statement of Results, the Statement of Comprehensive Income, the Statement of Changes in Equity and the<br />
Statement of Cash Flows for the year then ended and the corresponding notes.<br />
RESPONSABIlITIES<br />
2. The Company's Board of Directors is responsible for: (i) the preparation of financial statements that<br />
present a true and fair view of the financial position of the Company, the results and comprehensive<br />
income of its operations, the changes in equity and the cash flows; (ii) the preparation of historical financial<br />
information in accor<strong>da</strong>nce with the International Financial <strong>Report</strong>ing Stan<strong>da</strong>rds as adopted by the European<br />
Union and that is complete, true, timely, clear, objective and licit, as required by the Securities Market Code;<br />
(iii) the adoption of adequate accounting policies and criteria; (iv) the maintenance of appropriate systems<br />
of internal control; and (v) the disclosure of any significant fact that have influenced the operations, their<br />
financial position or results of operations.<br />
3. Our responsibility is to examine the financial information contained in the accounting documents referred to<br />
above, including verifying that the information is complete, true, timely, clear, objective and licit, as required by<br />
the Securities Market Code, and to issue a professional and independent report based on our work.<br />
SCOPE<br />
4. Our examination was performed in accor<strong>da</strong>nce with the Auditing Stan<strong>da</strong>rds (UNormas Tecnicas" and<br />
UDiretrizes de Revisaol Auditoria"), issued by the Portuguese Institute of Statutory Auditors (UOrdem dos<br />
Revisores Oficiais de Contas"), which require that the examination is planned and performed with the objective<br />
of obtaining reasonable assurance about whether the financial statements are free of material misstatements.<br />
An examination includes: (i) verifying, on a sample basis, evidence supporting the amounts and disclosures in<br />
359<br />
the financial statements and assessing the significant estimates, based on judgements and criteria defined<br />
by the Company's Board of Directors, used in their preparation; (ii) assessing the adequacy of the accounting<br />
policies used and their disclosure, taking into consideration the circumstances; (iii) verifying the applicability of<br />
the going concern concept; (iv) verifying the adequacy of the overall presentation of the financial statements,<br />
and; (v) assessing if the financial information is complete, true, timely, clear, objective and licit.<br />
5. Our examination also included verifying that the financial information included in the Board of Director's<br />
<strong>Report</strong> is consistent with the mentioned financial statements, as well as to perform the verifications established<br />
in n° 4 and n° 5 of the Article 451 ° of the Companies Code (UCodigo <strong>da</strong>s Socie<strong>da</strong>des Comerciais").<br />
6. We believe that our examination provides a reasonable basis to express our opinion.<br />
OPINION<br />
7. In our opinion, the financial statements referred to above, present fairly, in all material aspects, the financial<br />
position of Grupo <strong>Soares</strong> <strong>da</strong> <strong>Costa</strong>, SGPS, SA, as of 31 December 2011, the results and comprehensive<br />
income of its operations, the changes in equity and cash flows for the year then ended, in accor<strong>da</strong>nce with the<br />
International Financial <strong>Report</strong>ing Stan<strong>da</strong>rds as adopted by the European Union and the financial information<br />
contained therein is complete, true, timely, clear, objective and licit.<br />
REPORT ON OTHER lEGAl REQUIREMENTS<br />
8. It is also our opinion that the financial information included in the Board of Director's <strong>Report</strong> is in accor<strong>da</strong>nce<br />
with the financial statements of the year and that the Corporate Governance <strong>Report</strong> includes the information<br />
required to the Company, as established by the Article 245°-A of the Securities Market Code..<br />
Porto, April 20, 2012<br />
BDO & Associados, SROC, represented by Paulo Jorge de Sousa Ferreira<br />
(registered in the Portuguese Securities Market Comission - CMVM - with no. 1122)
<strong>Report</strong> and Opinion of the Supervisory board on the individual accounts and proposals made by the<br />
Board of Directors concerning the exercise of the year 2011<br />
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1. INTRODUCTION<br />
In accor<strong>da</strong>nce with paragraph g) of n. 1, Art. no. 420. Of the Corporate Code, the Supervisory Board shall, within<br />
its powers, "prepare an annual report on its monitoring actions and on the report its opinion concerning the<br />
accounts and proposals submitted by the Administration.". Under this legal framework, the Supervisory Board<br />
prepared this document, which reflects the work undertaken by its members during 2011, and, consequently,<br />
the conclusions reached.<br />
The following points illustrate how the work developed.<br />
2. SUPERvISORy BOARD<br />
The unfavourable economic and financial factors observed since 2008 intensified in 2011, stressing that the<br />
measures taken by the government as a result of the Memorandum of Understanding negotiated with the<br />
troika, led, immediately, to a high level of austerity, not allowing visibility to when the construction sector, one<br />
of the most affected, will resume a satisfactory growth path.<br />
This situation has forced the Supervisory Board to redouble its efforts in monitoring and analysis, with particular<br />
focus on the financial side on this recessive and uncertain context with which we are currently confronted.<br />
Having been a change in the Group's strategic plan, aimed at adjusting the new market conditions, both<br />
national and international, the Supervisory Board properly sought to follow the decision taken.<br />
Accordingly, the Supervisory Board has been developing their work to meet the demands of the authorities,<br />
through an activity considered adequate to the needs of each circumstance, whether as to the timing and in<br />
terms of its extent.<br />
In particular the Supervisory Board:<br />
a) Was present, through its chairman, at meetings of the Board and Executive Committee, in order to monitor<br />
more closely the subjects discussed and its implications, providing cooperation, where appropriate;<br />
b) Examined with attention the contents of the minutes of those meetings, which were provided and, where<br />
necessary, asked for clarification or gave their specific contributions;<br />
c) Assessed the changes in the strategic plan and, upon examination, gave it their agreement on the<br />
understanding that the intended effects are adequately addressed;<br />
d) Discussed and analysed the quarterly and annual information, individual and consoli<strong>da</strong>ted;<br />
361<br />
e) Accompanied, as usual, preparations for the submission of year-end statements, including a meeting with<br />
representatives of Grant Thornton & Associados - SROC, Ltd., Mr Jorge Bento Martins Ledo, which also allowed an<br />
analysis of the work done leading up to the legal certification of accounts. The change of the corporate name of<br />
the auditors did not alter the status quo;<br />
f) Analysed the audit reports (for the individual and consoli<strong>da</strong>ted accounts) prepared by the representative of the<br />
external auditor, BDO & Associados, SROC, Mr. Jorge Paulo Ferreira de Sousa;<br />
g) Tried to follow as closely as possible the processes of existing litigation, as well as pending cases that could<br />
possibly affect the balance of the Group;<br />
h) Continued to pay special attention to the collection processes, with the resolution of some cases with some<br />
relevance, and took knowledge on the measures taken to alleviate the delay in their settlement;<br />
i) Analyzed the existence of impairments and the criteria adopted for their treatment;<br />
j) Accompanied, as usual, the development of risk management system and internal control;<br />
k) Kept monitoring tax function which continues to be adequately treated;<br />
l) Elaborated and approved the plan of activities of the Supervisory Board for 2012;
Certifications | Grupo <strong>Soares</strong> <strong>da</strong> <strong>Costa</strong>, SGPS, SA<br />
362<br />
m) Accompanied, as usual, at all times, the news appeared in media related with the Group’s activity and with<br />
the situation of the construction industry, trying, whenever it seemed necessary, to obtain clarification from the<br />
Board of Directors.<br />
The Supervisory Board received for consideration, as usual:<br />
• The management report;<br />
• The annual financial statements;<br />
• The annual report on the inspection conducted by the company auditors and the external auditors;<br />
• The annual corporate governance report, prepared pursuant to CMVM Regulation No. 1/2010.<br />
Documents, that after analysis, earned our agreement, because they provide a proper view of the Grupo <strong>Soares</strong><br />
<strong>da</strong> <strong>Costa</strong>, highlighting once again the commitment of the governing bodies in order to adjust the Group to the<br />
economic context.<br />
For all these reasons, the Supervisory Board considers that those documents are worth their approval.<br />
3. AkNOWlEDGEMENTS<br />
During the year under review, the Supervisory Board was able to tell, in their tasks of inspection, with the<br />
accompaniment of Dr. Pedro Gonçalo de Sotto-Mayor Santos de Andrade, on behalf of the Executive Committee,<br />
Mr. António Pereira Neves <strong>da</strong> Silva, on behalf of the Board, and Mr. Fernando <strong>da</strong> Silva Semana, Head of the Fiscal<br />
and Tax Department, by which the Supervisory board, express, with satisfaction, the recognition by the way<br />
they facilitated our work on last year.<br />
At the same time, the members of the Supervisory Board would like to thank the words addressed to them by<br />
the Board of Directors that are expressed in the management report.<br />
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4. DEClARATION<br />
Pursuant to point c) of Article 245 of the Securities Market Code, members of the Supervisory Board declare<br />
that, to their best knowledge, the information provided in a) was prepared in accor<strong>da</strong>nce with the applicable<br />
accounting stan<strong>da</strong>rds, giving a true and fair view of assets and liabilities, financial position and results of<br />
Grupo <strong>Soares</strong> <strong>da</strong> <strong>Costa</strong> SGPS, SA and the companies included in the consoli<strong>da</strong>tion, and the management report<br />
faithfully the evolution of business performance and the position taken by the Group and the companies<br />
included in consoli<strong>da</strong>tion and contains a description of principal risks and uncertainties that they face.<br />
5. OPINION<br />
In light of the foregoing, the Supervisory Board is of the opinion that the Annual General Meeting should:<br />
• Approve the annual report and accounts for the year 2011 that were presented by the Administration;<br />
• Approve the proposed application of the results as stated in the annual report submitted by the Administration;<br />
• Carry out a general appraisal of the management and supervision of the company, taking from that appraisal<br />
the conclusions referred in art. 455. of the Corporate Code;<br />
• Express appreciation to the activity developed by the Administration.<br />
Porto, April 20, 2012<br />
Júlio de Lemos de Castro Cal<strong>da</strong>s - Chairman<br />
Joaquim Augusto <strong>Soares</strong> <strong>da</strong> Silva<br />
Carlos Pedro Machado de Sousa Góis
Opinion of the Supervisory Board<br />
(This report is a translation of the original, issued in portuguese. in the event of discrepancies, the Portuguese<br />
versions prevail)<br />
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364<br />
Under the Law (No. 1 of Article 508-D of the Companies Code), the Supervisory Board received, for examination,<br />
the consoli<strong>da</strong>ted accounts of <strong>Soares</strong> <strong>da</strong> <strong>Costa</strong> SGPS SA, reported the year two thousand and eleven, who made<br />
up the following parts:<br />
• Consoli<strong>da</strong>ted balance sheet;<br />
• Consoli<strong>da</strong>ted financial statements;<br />
• Annex to the balance sheet;<br />
• Management report;<br />
• Corporate governance report.<br />
We were also submitted for consideration, the following documents, reported concerning the year 2011,<br />
prepared by the external auditor, Mr. Dr. Jorge Paulo Ferreira de Sousa, on behalf of BDO & Associados, SROC:<br />
• Audit report of individual accounts;<br />
• Audit report of the consoli<strong>da</strong>ted accounts.<br />
As well as documents produced by the ROC, Mr. Jorge Ledo Bento Martins, on behalf of Grant Thornton &<br />
Associados, SROC, Ltd.:<br />
• Legal certification of accounts;<br />
• Legal certifications of consoli<strong>da</strong>ted accounts.<br />
Which, after analysis, deserved our agreement, and therefore the Supervisory Board decided, unanimously, to<br />
give them our approval.<br />
As a result, has written this opinion and proposes that the consoli<strong>da</strong>ted accounts and management report<br />
for the year two thousand and eleven are approved by the General Assembly pursuant to Article 376. of the<br />
Corporate Code.<br />
Porto, April 20, 2012<br />
The Supervisory Board<br />
Júlio de Lemos de Castro Cal<strong>da</strong>s – Chairman<br />
Joaquim Augusto <strong>Soares</strong> <strong>da</strong> Silva<br />
Carlos Pedro Machado de Sousa Góis<br />
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OPORTO<br />
Rua de Santos Pousa<strong>da</strong>, 220<br />
4000 – 478 Porto | Portugal<br />
T. +351 228 342 200<br />
F. +351 228 342 641<br />
LISBON<br />
Rua Julieta Ferrão, 12-13º<br />
1649 – 039 lisboa | Portugal<br />
T. +351 217 913 200<br />
F. +351 217 958 484<br />
ANGOLA<br />
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CP 2762 luan<strong>da</strong> | Angola<br />
T. +244 222 447 360<br />
F. +244 222 447 326<br />
MOZAMBIQUE<br />
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Caixa Postal 1667<br />
Maputo | Moçambique<br />
T. +258 21421 059<br />
F. +258 21321 653<br />
www.soares<strong>da</strong>costa.pt<br />
geral@soares<strong>da</strong>costa.pt<br />
USA<br />
7270 nw 12th Street, Penthouse 3<br />
Miami – Flori<strong>da</strong> — 33126 USA<br />
T. +305 592 93 99<br />
F. +305 718 87 93<br />
ROMANIA<br />
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Parter, Setor 4 - Bucuresti<br />
Código Postal 040183<br />
T. + 0372 747 777/8/9<br />
F. + 0372 870 595<br />
BRAZIL<br />
Rua Bandeira Paulista, nº 600 – 1º an<strong>da</strong>r<br />
Conjunto 13 – Itaim BIBI<br />
04532-001 São Paulo Brasil<br />
T. +55 11 2193 2759 | +55 11 2193 3759