Annual Report 2010 - CMVM

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Management Report of the Board of Directors 2010IX. PROPOSAL FOR THE APPROPRIATION OF PROFITThe net profit whose proposed appropriation is presented herein corresponds to the amounts calculated as at 31 December 2010 plus the costof EUR 1,500,000 (one million and five hundred thousand Euros) which, being planned to be distributed to the directors, were, pursuant tothe applicable new rules, recorded as a cost of the actual financial year of 2010 in the financial statements which are an integral part of thisManagement Report and which, should they be approved, confirm, on the one hand this willingness of the Shareholders to distribute profitto the members of the Board of Directors and, on the other hand, that the Net Profit object of the proposal for the appropriation of Profit isEUR 99,674,821.36.It is the policy of Teixeira Duarte to privilege the reinforcement of the company's equity and ensure a continued and balanced distribution ofdividends to the shareholders.Considering these assumptions, the Board of Directors proposes that the individual net profit of TEIXEIRA DUARTE, S.A. for the financial yearof 2010, amounting to EUR 99,674,821.36 (ninety-nine million six hundred and seventy-four thousand eight hundred and twenty-one Eurosand thirty-six cents), be appropriated as follows:Reinforcement of the legal reserve 5.000.000,00 €Reinforcement of the free reserves 88.374.821,36 €Dividends to shareholders 6.300.000,00 €Lagoas Park, 28th April 2011The Board of Directors,Pedro Maria Calainho Teixeira DuarteManuel Maria Calainho de Azevedo Teixeira DuarteJoel Vaz Viana de LemosJorge Ricardo de Figueiredo CatarinoCarlos Gomes BaptistaJoão José de Gouveia CapelãoJoão José do Carmo Delgado56
Notes to the Management Report of the Board of Directors 2010I. Number of securities of the Members of the Governing Bodies:In compliance with the duties of information to which the Company is bound under various rules in force, in particular article 447 of the Commercial CompaniesCode and article 14, number 7 of CMVM Regulation number 5/2008, TEIXEIRA DUARTE, S.A. presents, below, the list of securities issued by the Company andby companies with which it is in a controlling or group relationship, owned by members of the Governing Bodies, as well as all the acquisitions, encumbrancesor transfers during 2010, specifying the amount, date of the fact and consideration paid or received.Name Capacity No. of SharesPedro Maria Calainho Teixeira Duarte Chairman of the Board of Directors (a) 7,942,000Manuel Maria Calainho de Azevedo Teixeira Duarte Director 5,149,575Joel Vaz Viana de Lemos Director -Jorge Ricardo de Figueiredo Catarino Director -Carlos Gomes Baptista Director -João José Gouveia Capelão Director -João José do Carmo Delgado Director -António Gonçalves Monteiro Chairman of the Supervisory Board -Mateus Moreira Member of the Supervisory Board -Miguel Carmo Pereira Coutinho Member of the Supervisory Board -Mariquito, Correia & Associados, SROC Chartered Accountant -Rogério Paulo Castanho Alves Chairman of the Board of the General Meeting of Shareholders -José Gonçalo Pereira de Sousa Guerra Costenla Deputy Chairman of the Board of the General Meeting of Shareholders -José Pedro Poiares Cobra Ferreira Secretary of the Board of the General Meeting of Shareholders -(a) 700,000 shares were held,indirectly, through the companycontrolled by him, PASIM – SociedadeImobiliária, S.A. and 7,200,000shares were held, indirectly, throughthe company also controlled byhim, PACIM – Sociedade Gestora deParticipações Sociais, S.A..II. Transactions with shares held, directly and indirectly, by Members of the Governing Bodies during the period between 1 Januaryand 31 December 2010:Name Transaction Company Date No. of Shares Price per ShareJoel Vaz Viana de Lemos Acquisition TEIXEIRA DUARTE, S.A. 9-Aug-10 433,862 1 share of TEIXEIRA DUARTE - Engenharia e Construções, S.A.Jorge Ricardo de Figueiredo Catarino Acquisition TEIXEIRA DUARTE, S.A. 9-Aug-10 180,000 1 share of TEIXEIRA DUARTE - Engenharia e Construções, S.A.Carlos Gomes Baptista Acquisition TEIXEIRA DUARTE, S.A. 9-Aug-10 25,634 1 share of TEIXEIRA DUARTE - Engenharia e Construções, S.A.João José de Gouveia Capelão Acquisition TEIXEIRA DUARTE, S.A. 9-Aug-10 10,387 1 share of TEIXEIRA DUARTE - Engenharia e Construções, S.A.João José do Carmo Delgado Acquisition TEIXEIRA DUARTE, S.A. 9-Aug-10 28,660 1 share of TEIXEIRA DUARTE - Engenharia e Construções, S.A.Miguel Carmo Pereira Coutinho Acquisition TEIXEIRA DUARTE, S.A. 9-Aug-10 10,000 1 share of TEIXEIRA DUARTE - Engenharia e Construções, S.A.III. Number of shares held by Members of the Governing Bodies as at 31 December 2010:Name Capacity No. of SharesPedro Maria Calainho Teixeira Duarte Chairman of the Board of Directors (a) 7,942,000Manuel Maria Calainho de Azevedo Teixeira Duarte Director 5,149,575Joel Vaz Viana de Lemos Director 433,862Jorge Ricardo de Figueiredo Catarino Director 180,000Carlos Gomes Baptista Director 25,634João José Gouveia Capelão Director 10,387João José do Carmo Delgado Director 28,660António Gonçalves Monteiro Chairman of the Supervisory Board -Mateus Moreira Member of the Supervisory Board -Miguel Carmo Pereira Coutinho Member of the Supervisory Board (b) 10,000Rogério Paulo Castanho Alves Chairman of the Board of the General Meeting of Shareholders -José Gonçalo Pereira de Sousa Guerra Costenla Deputy Chairman of the Board of the General Meeting of Shareholders -José Pedro Poiares Cobra Ferreira Secretary of the Board of the General Meeting of Shareholders -Mariquito, Correia & Associados, SROC Chartered Accountant -(a) 700,000 shares were held,indirectly, through the companycontrolled by him, PASIM – SociedadeImobiliária, S.A. and 7,200,000shares were held, indirectly, throughthe company also controlled byhim, PACIM – Sociedade Gestora deParticipações Sociais, S.A..(b) shares held under joint ownershipwith his wife.57
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