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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

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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Notes to the Report of the Board of Directors - 2008<br />

In compliance with requirements to publish information under existing regulations, namely as set out under No.4 of Article 448 of the Companies Act, Teixeira<br />

Duarte - Engenharia e Construções, S.A., reflects below the list of shareholders who at accounting year end and in terms of company registries and information<br />

provided, are the holders of at least one tenth of equity capital.<br />

Company No of shares at 31.12.2008 % Capital<br />

TEIXEIRA DUARTE - Sociedade Gestora de Participações Sociais, S.A. 42,000,000 10 %<br />

TDG - Sociedade Gestora de Participações Sociais S.A. 160,341,364 38.18%<br />

In compliance with the applicable legal and regulatory provisions, namely with the established in paragraph b), of nr. 1 of article 8 of the <strong>CMVM</strong> Regulation nr.<br />

5/2008, it is base don the Company's registrations and in the data received that "TEIXEIRA DUARTE - Engenharia e Construções, S.A." disseminates here the<br />

list of holders of the qualifying holding of its capital stock on 31 st December 2008, with the indication of the number of shares held and the percentage of the<br />

corresponding voting rights, calculated in accordance with the established in article 20 of the Portuguese Securities Market Code.<br />

1. In terms of that set out under Article 20 of the Stock Exchange Act (CVM) the Stock Exchange Committee takes the view, contested by us in respect of<br />

paragraph f) infra, that “TEIXEIRA DUARTE - SGPS, S.A.”, holds a qualified investment of 235,152,069 shares, equivalent to 55.99% of capital and voting<br />

rights, as a result of:<br />

a) 42,000,000 directly held shares, equivalent to 10% of equity capital and voting rights;<br />

b) 160,341,364 shares held by “TDG - SGPS, S.A.”, equivalent to 38.18% of equity capital and voting rights;<br />

c) 3,500,000 shares held by “NGDI - Gestão e Investimento Imobiliário, S.A.”, equivalent to 0.83% of equity capital and voting rights;<br />

d) 10,200,000 shares held by the chairman of the Board of “TEIXEIRA DUARTE - SGPS, S.A.”, Pedro Pereira Coutinho Teixeira Duarte, the equivalent<br />

of 2.43% of equity capital and voting rights;<br />

e) 9,676,071 shares are held by the remaining members of the board of “TEIXEIRA DUARTE - SGPS, S.A.”,equivalent to 2.30% of voting rights, (none<br />

of these individually attain the rank of qualified interest);<br />

f) 9,434,634 shares held by members of the board of “TDG - SGPS, S.A.”, who are not members of the board of the company set out in paragraph a)<br />

above, equivalent to 2.25% of voting rights, (none of these individually attain the rank of qualified interest) which in the view of the Stock Exchange<br />

Committee, which in turn disagrees.<br />

2. In terms of that set out under Article 20 of the CVM, the Stock Exchange Committee takes the view that “Banco Comercial Português, S.A.” holds a qualified<br />

investment of 42,021,718 shares, equivalent to 10.00% of equity capital and voting, as a result of:<br />

a) 22,002 shares held by “Banco Millennium BCP Investimentos, S.A.”, equivalent to 0.005% of equity capital and voting rights;<br />

b) “Grupo Banco Comercial Português Pension Fund” is considered as holding a qualified investment of 41,999,716 shares, equivalent to 9.99% of<br />

equity capital and voting rights.*<br />

3. “CIMILE - Sociedade Gestora de Participações Sociais, S.G.P.S., Lda.” Is assigned, in accordance with the established in Article 20 of the Portuguese<br />

Securities Market Code the qualifying holding of 13,450,656 shares, corresponding to 3.2% of the voting rights, due to:<br />

a) 13,402,756 shares directly held by it, corresponding to 3.19% of the capital stock and of the voting rights;<br />

b) 47,900 shares assigned to the Managers of "CIMILE - Sociedade Gestora de Participações Sociais, S.G.P.S., Lda.", corresponding to 0.01% of the<br />

capital stock and of the voting Rights.<br />

* Through Communications received from "Banco Comercial Português, S.A." on 8 th February 2007, it was indicated that the managing company of the BCP Group Pension Fund<br />

exercises in an independent way the respective voting rights.<br />

** Through Communications received on 12 th March 2009, the Company was informed that, on that date, CIMILE, S.G.P.S., Lda. held already 16,783,952 shares, corresponding<br />

to 4.00% of the capital stock and of the voting rights, which are assigned to Eng. Miguel Maria Calainho Teixeira Duarte, according to the established in article 20 of the<br />

Portuguese Securities Market Code.<br />

102

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