Annual Report 2010 - CMVM

Management Report of the Board of Directors 2010Hence, and after the first prior concentration - at the end of 2009 - of 68.54% of the share capital of TD-EC in TD,SA, there was an publictakeover bid, in the form of a public exchange offer for the entirety of the remaining share capital of TD-EC, which was held between 19 Julyand 6 August 2010.Following this acquisition, TD,SA increased the share capital to EUR 406,360,199, becoming the owner of 96.75% of the share capital of TD-EC.After the conclusion of the above operation, the shares of TD,SA were listed for trading on the regulated market of Euronext Lisbon as of 16August, and on 21 September 2010 the shares of TD-EC were excluded from trading on that market, following the application for the loss ofits status as a public company and their respective granting by the CMVM and Euronext Lisbon on this matter.From then on, TD,SA replaced TD-EC as the leading listed company of the Teixeira Duarte Group.Subsequently and with a view to the acquisition of the remaining shares of TD-EC that had not been acquired under the prior concentrationand/or public exchange offer, on 26 November 2011 TD,SA presented an acquisition offer aimed at the total control of TD-EC, under the termsestablished in article 490 of the Commercial Companies Code, composed of the exchange of one TD,SA share for every TD-EC share delivered.Once this phase of the use of the potestative acquisition mechanism had finalised, TD,SA thus became the owner of 100% of the share capitalof TD-EC, that is, of all the 420,000,000 shares representing its share capital.Subsequently, on 23 December 2010, TD,SA deliberated the increase of its share capital of EUR 406,360,199 to EUR 420,000,000.Therefore, and to summarise:a) TD,SA acquired 100% of the share capital of TD-EC and replaced this entity as the leading listed Company of the Teixeira Duarte Group;b) TD,SA currently has a share capital of EUR 420,000,000 represented by 420,000,000 shares with the nominal value of EUR 1.00 each, allof which are tradable on the regulated market of Euronext Lisbon.- General Meetings of Shareholders:The General Meeting was held four times during 2010.The Annual General Meeting of 27 May was suspended regarding the second point on the agenda - deliberation on the proposal for theappropriation of profit -, due to the commitment to the objective of distributing dividends also to the shareholders of TD-EC which, under thePublic Exchange Offer, would participate in the operation, by exchanging their shares for TD,SA shares and at that time this process for the PublicExchange Offer was still in progress.Therefore, the General Meeting was resumed on 26 July, when the work relative to this point on the agenda were once again suspended,because the said process for the Public Exchange Offer had not yet been concluded. The work on this matter was then resumed on 6 September,on which date the above proposal was approved by all the shareholders.The General Meeting was held again on 23 December 2010, when the deliberations approved the proposals related to the increase of the sharecapital of TD,SA of EUR 406,360,199 to EUR 420,000,000, altered the Articles of Association to ensure their conformity with the new legislativeframework relative to companies listed for trading on regulated markets, and maintained the total control of TD-EC.- Payment of Dividends:As a consequence of the abovementioned deliberations taken at the General Meeting regarding the appropriation of the profit relative to the financialyear 2009, as of 23 September 2010 the dividend was paid corresponding to one Euro cent for each share representing the share capital of TD,SA.21