A N N U A L R E P O R T A N D A C C O U N T S - CMVM

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Management Report of the Board of Directors - Financial Year 2008 Furthermore, a Complementary Grouping of Companies, 20% owned by “TEIXEIRA DUARTE - Engenharia e Construções, S.A.”, was incorporated for the purpose of executing the contract jobs related to the abovementioned Baixo Tejo sub-concession, for and overall sum of approximately EUR 259 million. VIII. - PROPOSAL FOR THE ALLOCATION OF PROFIT The Board of Directors proposes that the individual negative net profit of “TEIXEIRA DUARTE - Engenharia e Construções, S.A.” for the financial year 2008, amounting to EUR 196,358,032.52, be carried forward to the next year. VII. - CONCLUSIONS / OUTLOOK FOR 2009 The deep economic and financial crisis experienced in 2008, around the World and across the Country, significantly affected the balance sheet and results of Teixeira Duarte, mainly due to exposure of high strategic investments to the stock exchange market. The Group’s financial structure and the good operating performance of the different sectors and in the numerous geographical markets in which it operates, allowed the maintenance and reinforcement of the qualified and strategic stakes, of intrinsic value, held in “CIMPOR – Cimentos de Portugal – SGPS, S.A.” and in “Banco Comercial Português, S.A.”, the latter successively reinforced since its incorporation in 1985. It will be with the activity results that Teixeira Duarte will overcome the current conjuncture, being prepared to face the difficulties all agents are encountering due to the deep economic and financial crisis felt worldwide and as always, counts upon all its workers to do it. Lagoas Park, 20 th April 2009 The Board of Directors, Mr. Pedro Maria Calainho Teixeira Duarte Mr. João Salvador dos Santos Matias Mr. Manuel Maria Calainho de Azevedo Teixeira Duarte Mr.Joel Vaz Viana de Lemos Mr. Jorge Ricardo de Figueiredo Catarino For 2009, a particularly cautious and vigilant approach to cost containment will be reinforced and efforts will be focused on prudently participating in major national tenders, while growth will continue by expanding activities in foreign markets. The development of operations in other sectors will also be pursued, giving priority, whenever possible, to external markets. Mr. Carlos Gomes Baptista Mr. João José de Gouveia Capelão Mr. João José do Carmo Delgado Therefore, the main goal for 2009 is to achieve an operating profit of EUR 1,500 million for the Group. 100
Notes to the Report of the Board of Directors - 2008 In compliance with the information duties to which it is bond through the different normatives in force, particularly article 447 of the Commercial Companies Code and article 9, nr. 1, paragraph a) of the <strong>CMVM</strong> Regulation Nr. 5/2008, "TEIXEIRA DUARTE - Engenharia e Construções, S.A." submits below, the list of securities issued by the Company and by the companies with which it has a dominant relation or of Group, held by members of the Board of Directors and of the Supervisory Board, as well as all the acquisitions, taxation or assignments during 2008, specifying the amount, the date of the occurrence and the counterpart paid or received. I - Number of shares held directly and indirectly by members of the Board as at 31 st December 2007: Name Company No of shares Pedro Pereira Coutinho Teixeira Duarte Teixeira Duarte - Engenharia e Construções, S.A. (a) 10,015,000 Pedro Maria Calainho Teixeira Duarte Teixeira Duarte - Engenharia e Construções, S.A. (b) 742,000 Manuel Maria Calainho de Azevedo Teixeira Duarte Teixeira Duarte - Engenharia e Construções, S.A. 5,149,575 Joel Vaz Viana de Lemos Teixeira Duarte - Engenharia e Construções, S.A. 433,862 Jorge Ricardo de Figueiredo Catarino Teixeira Duarte - Engenharia e Construções, S.A. 170,670 Carlos Gomes Baptista Teixeira Duarte - Engenharia e Construções, S.A. 25,634 João José Gouveia Capelão Teixeira Duarte - Engenharia e Construções, S.A. 10,387 João José do Carmo Delgado Teixeira Duarte - Engenharia e Construções, S.A. 28,660 (a) 848,020 shares are jointly owned and without any determination of part or right, with his wife. (b) 700,000 shares are, indirectly, held, through a company where the former is the dominant partner, "PASIM - Sociedade Imobiliária, S.A." II - Operations related to shares held directly and indirectly by members of the Board between 1 st January and 31 st December 2008: Name Company Operations Date No of shares Price per share Pedro Pereira Coutinho Teixeira Duarte Teixeira Duarte - Engenharia e Construções, S.A. Acquisition 18-Jul-08 20,000 0.81 € Pedro Pereira Coutinho Teixeira Duarte Teixeira Duarte - Engenharia e Construções, S.A. Acquisition 1-Aug-08 65,000 1.08 € Pedro Pereira Coutinho Teixeira Duarte Teixeira Duarte - Engenharia e Construções, S.A. Acquisition 8-Aug-08 100,000 1.10 € Jorge Ricardo de Figueiredo Catarino Teixeira Duarte - Engenharia e Construções, S.A. Acquisition 16-Jan-08 1,976 1.42 € Jorge Ricardo de Figueiredo Catarino Teixeira Duarte - Engenharia e Construções, S.A. Acquisition 16-Jan-08 24 1.43 € Jorge Ricardo de Figueiredo Catarino Teixeira Duarte - Engenharia e Construções, S.A. Acquisition 22-Oct-08 7,330 0.78 € III - Number of shares held by members of the Board as at 31 st December 2008: Name Company No of shares Pedro Pereira Coutinho Teixeira Duarte Teixeira Duarte - Engenharia e Construções, S.A. (a) 10,200,000 Pedro Maria Calainho Teixeira Duarte Teixeira Duarte - Engenharia e Construções, S.A. (b) 7,942,000 Manuel Maria Calainho de Azevedo Teixeira Duarte Teixeira Duarte - Engenharia e Construções, S.A. 5,149,575 Joel Vaz Viana de Lemos Teixeira Duarte - Engenharia e Construções, S.A. 433,862 Jorge Ricardo de Figueiredo Catarino Teixeira Duarte - Engenharia e Construções, S.A. 180,000 Carlos Gomes Baptista Teixeira Duarte - Engenharia e Construções, S.A. 25,634 João José Gouveia Capelão Teixeira Duarte - Engenharia e Construções, S.A. 10,387 João José do Carmo Delgado Teixeira Duarte - Engenharia e Construções, S.A. 28,660 (a) 848,020 shares are jointly owned and without any determination of part or right, with his wife. (b) 700,000 shares are, indirectly, held, through a company where the former is the dominant partner, "PASIM - Sociedade Imobiliária, S.A" and 7,200,000 shares are, indirectly, held through the company that the former became major partner, "PACIM - SGPS, S.A.". IV - Number of shares held by the Members of the General Meeting and of the Governing Bodies. Furthermore, in accordance and for the applicable normative purposes we inform that none of the members of the General Meeting, or the Chartered Accountants Company, or its representative, hold any shares of "TEIXEIRA DUARTE - Engenharia e Construções, S.A.", or of any other entity which is in a dominating position in relation to it or in the Group. In relation to the Supervisory Board, only its Member, Mr. Miguel Carmo Pereira Coutinho, currently holds 10,000 shares of "TEIXEIRA DUARTE - Engenharia e Construções, S.A.", in communal state regime with his wife, which were purchased through the following operation: Name Company Operations Date No of shares Price per share Miguel Carmo Pereira Coutinho Teixeira Duarte - Engenharia e Construções, S.A. Acquisition 28-Aug-08 10,000 1.00€ 101
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A N N U A L R E P O R T A N D A C C O U N T S - CMVM

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