Annual Report 2010 - CMVM

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Management Report of the Board of Directors 2010V. HOLDINGS IN LISTED COMPANIESIn 2001 and in the context of the reprivatisation process of CIMPOR – Cimentos de Portugal – SGPS, S.A., Teixeira Duarte became the ownerof an important holding in this company, which as at 1 January 2010 came to a total of 22.17% of the respective share capital and which wasdisposed of during the first quarter of this year.Teixeira Duarte was a founding shareholder of Banco Comercial Português, S.A. in 1985, having progressively followed the successive increasesin share capital and strengthened its strategic stake, and is currently the largest national shareholder of the Bank and second largest in overallterms, with 6.9% of the respective share capital.The stake owned in Banco Bilbao Vizcaya Argentaria, S.A. since 2007, is considered a strategic investment to accompany the development ofthe Group's activity in Spain.A. CIMPOR - Cimentos de Portugal - SGPS, S.A.The year of 2010 began marked by the launch of a Public Takeover Bid for the shares of Cimpor by the Brazilian company CSN, at a time whenit was already public knowledge that Teixeira Duarte was no longer the reference shareholder in this subsidiary.At that time, apart from the different perspectives of the then shareholders of Cimpor, other interests emerged on the part of a further twoBrazilian Groups - Camargo Corrêa and Votorantim.As a result of these positions, on 3 February, Votorantim acquired 17% of the share capital of Cimpor and signed a shareholders' agreementwith Caixa Geral de Depósitos, after which, on 10 February, Teixeira Duarte signed a contract with Camargo Corrêa for the sale of all the148,974,230 shares it owned in Cimpor, at the price of EUR 6.50 per share, amounting to a total of EUR 968,332 thousand.Therefore, during 2010, Teixeira Duarte appropriated net income of Cimpor, until the date of its sale, of the value of EUR 9,237 thousand andincorporated the resulting capital gains from the sale of this holding, to the value of EUR 71,183 thousand.This operation enabled Teixeira Duarte to significantly reduce its total debt and strengthen its capacity to invest in other fronts of its activity.B. Banco Comercial Português, S.A.Regarding Banco Comercial Português, S.A., it should be noted that at the end of the year, the total number of shares owned by companies inthe Teixeira Duarte Group corresponded to 6.9% of the share capital and voting rights of Banco Comercial Português, S.A..In view of the market value of the shares held as at 31 December 2009 and 31 December 2010, respectively, of EUR 257,716 thousand andEUR 188,859 thousand, it is evident that they devalued by EUR 68,857 thousand.C. Banco Bilbao Vizcaya Argentaria, S.A.In 2010, the Teixeira Duarte Group maintained its stake in Banco Bilbao Vizcaya Argentaria, S.A., which is a strategic investment in Spain andwhose book value, expressed in IFRS, recorded a decrease of 28.7%, standing at EUR 19,361 thousand.54
Management Report of the Board of Directors 2010VI. EVENTS AFTER THE END OF THE REPORTING PERIODTeixeira Duarte pursued its activity in the different sectors and markets in which it operates, with there not having been, from the closing ofthe financial year to the present date, any fact which should be disclosed in this chapter.VII. OUTLOOK FOR THE FINANCIAL YEAR 2011For 2011, besides strengthening the position of special caution and vigilance regarding cost containment and the undertaking of investments,Teixeira Duarte will focus its efforts on prudent participation in the main national construction tenders and will continue to pursue the growthof this sector abroad.The Portfolio of Orders of the Teixeira Duarte Group for the construction sector, which reached the impressive total value of EUR 2,100 millionas at 31 December 2010, ensures good levels of activity, especially in the current context of such unfavourable economic circumstances.The development of action in other activity sectors will also be pursued, whenever possible also giving priority to ventures in external markets,which, due to their dynamics, are becoming increasingly important in the Teixeira Duarte Group.For 2011, Teixeira Duarte expects to achieve a consolidated operating income of EUR 1,500 million.VIII. DISTRIBUTION TO MEMBERS OF THE BOARD OF DIRECTORSFollowing the contacts established with the Remuneration Committee and in view of the commitment made regarding the distribution to themembers of the Board of Directors of part of the profit for the year, and pursuant to the rules currently in force, this amount of EUR 1,500,000(one million and five hundred thousand Euros) was recorded as a cost for the financial year of 2010, with the consequent reduction of the netprofit heading presented in the financial statements attached to this Report and also subject to approval at the General Meeting.Therefore, with the approval of this Annual Report, the Shareholders will also approve the abovementioned distribution of profit to themembers of the Board of Directors, to be deliberated by the Remuneration Committee up to that amount.55
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