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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

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<br />

I. INTRODUCTION<br />

The Board of Directors of “TEIXEIRA DUARTE - Engenharia<br />

e Construções, S.A.”, in compliance with the regulatory and<br />

legal framework for publicly traded companies, has the<br />

pleasure to present its management report for the financial<br />

year 2008.<br />

This report summarises the most significant matters relating<br />

to the individual activities of “TEIXEIRA DUARTE -<br />

Engenharia e Construções, S.A.” and its delegations.<br />

Additionally, it covers the consolidated activities of a parent<br />

company that heads a business group comprising several<br />

investee companies illustrated in the “Teixeira Duarte Group<br />

Chart – 2008” in the preliminary pages.<br />

As each of these units has its own governing bodies, which<br />

report on their respective activities, this document will only<br />

provide brief, appropriate observations wherever the<br />

consolidated position is affected.<br />

Within that very scope and in order to more appropriately<br />

assess the development of the activity of these entities,<br />

mention will be made, where justified, of some key<br />

economic and financial indicators reported by the investee<br />

companies.<br />

The most adequate way to expose the subjects herein will be,<br />

in first place, to describe the economic background that<br />

prevailed in the year under review, in which operations were<br />

carried out, followed by an overall assessment of the<br />

Business Group, focusing on the most significant aspects of<br />

consolidated operations.<br />

The ensuing chapters provide information on the performance<br />

carried out in various business sectors throughout 2008,<br />

distinguishing the internal and external markets in each one<br />

of them, focusing particularly on the Construction sector,<br />

which is the core business of both the Group and “TEIXEIRA<br />

DUARTE - Engenharia e Construções, S.A.”. The latter will<br />

deserve an individual approach and its main economic and<br />

financial indicators will be treated separately.<br />

Mention will also be made of strategic stakes held in listed<br />

companies, i.e. “CIMPOR” - Cimentos de Portugal - SGPS,<br />

S.A.”, “Banco Comercial Português, S.A.” and “Banco Bilbao<br />

Vizcaya Argentaria, S.A.”.<br />

The significant events that took place between the end of the<br />

financial year and the date on which this Report was prepared<br />

will then be described, followed by the conclusions on the<br />

year 2008, ending with an outlook for the financial year in<br />

progress and the proposed allocation of profits.<br />

Attached to this document are, under the applicable<br />

legislation, the detailed report on the Company’s structure<br />

and corporate governance practices (prepared in<br />

compliance with Article 245-A of the Portuguese Securities<br />

Market Code and with <strong>CMVM</strong> Regulation No. 1/2007), as<br />

well as some information regarding the shares held in the<br />

capital of “TEIXEIRA DUARTE - Engenharia e Construções,<br />

S.A.” (particularly in accordance with Articles 447 and 448 of<br />

the Portuguese Commercial Companies Code and with<br />

<strong>CMVM</strong> Regulation No. 5/2008).<br />

Lastly, the individual and consolidated financial statements<br />

and accompanying notes are also included in this report.<br />

They were prepared in accordance with the International<br />

Financial Reporting Standards (IFRS), as adopted by the<br />

European Union, as well as the respective Reports and<br />

Opinions by the Supervisory Boards, the Legal Certification<br />

of Accounts and the Audit Report prepared by an auditor<br />

registered with the <strong>CMVM</strong>.<br />

Under the terms and for the purposes of paragraph 1(c) of<br />

Article 245 of the Portuguese Securities Market Code, the<br />

undersigned declare that, to the best of their knowledge,<br />

the Management Report, the annual accounts, the legal<br />

certification of accounts and all the other documents for<br />

the presentation of accounts were prepared according to<br />

the applicable accounting standards, conveying a true and<br />

proper image of the assets and liabilities, of the financial<br />

situation and results of “TEIXEIRA DUARTE - Engenharia<br />

e Construções, S.A.” and of the companies comprised in<br />

its consolidation perimeter, since they also truthfully<br />

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