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Report and Accounts

2012


Report and Accounts 2012

TPF PLANEGE would like to thank PROSISTEMAS, PROVIA, TPF ANGOLA, TPF ALGERIA, TPF PLANEGE MOZAMBIQUE, TPF PLANEGE BUCAREST as well as all the TPF Group for the support that the companies, their directors, collaborators and friends have given us. Particularly to the President of the TPF Group, Thomas HervĂŠ Spitaels, we would like to thank the vision and wide horizons that have supported the strategy of internationalisation of TPF PLANEGE, without which we would not have reached the stability and the potential that is nowadays recognized to us.

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Report and Accounts 2012 Ă?NDEX

INDEX SOCIAL BODIES

............................................................................. 4

ORGANOGRAM

............................................................................. 6

REPORT OF THE BOARD OF DIRECTORS Introduction .................................................................................... 8 Analysis of the Accounts ............................................................... 10 Works undertaken in 2012 ............................................................ 14 Perspectives for 2013 ..................................................................... 29 Proposal of Distribution of Results ................................................ 30 Mandatory Legal Provisions .......................................................... 31 Final Comments ............................................................................ 31

FINANCIAL STATEMENTS Balance Sheet at 31st of December 2012 ....................................... 33 Statement of Income by Nature at 31st of December 2012 ............................................................. 34

LEGAL CERTIFICATION OF ACCOUNTS, REPORT AND ADVICE OF THE AUDITOR Legal Certification of Accounts ...................................................... 40

3


Report and Accounts 2012 SOCIAL BODIES

SOCIAL BODIES

4


Report and Accounts 2012 SOCIAL BODIES

Board of Directors Jorge Maurice Banet Nandin de Carvalho, President Thomas François Hervé Spitaels, Member Fernando José Mena Gravito, Member Vitor Manuel Teixeira da Fonseca, Member António Sobral Rodrigues, Member

Table of the General Assembly Thomas François Hervé Spitaels, President Pedro Castro e Silva Palma e Santos, Secretary

Auditor Gomes Marques, Carlos Alexandre & Associada – SROC, represented by: - Carlos José Castro Alexandre, ROC n0. 692 - Vicente Pereira Gomes Marques, ROC no. 669, Alternate

5


Report and Accountss 2012 ORGANOGRAM

ORGANOGRAM

6


Report and Accounts 2012 REPORT OF THE BOARD OF DIRECTORS

REPORT OF THE BOARD OF DIRECTORS Following the legal and statutory provisions, the Board of Directors is submitting to the appreciation of the Shareholders the Management Report, the Financial Statements and the Proposal of Application of Results for the exercise ending on the 31st of December 2012.

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Report and Accounts 2012 REPORT OF THE BOARD OF DIRECTORS Introduction

1. INTRODUCTION 2012 has been a remarkable year for TPF Planege. In spite of the very complicated economic and financial environment either in Portugal or in a general way, in the whole Europe, the company managed to develop and improve significantly its performance. Thus its invoicing presented an increase of about 27%, the total revenues reached 14,05 Mâ‚Ź,that is 33% more than in 2011 and the net results have almost doubled, being of about 1,2 Mâ‚Ź. This good performance was due to the adoption, in due time, of a strategy to respond to the decline of the internal market, being of emphasis the effort developed by TPF Planege, since the beginning of 2005, in the construction of solid progress bases in the international markets, with major focus in Africa, namely in Algeria, Angola and Mozambique. In fact, about 95% of the invoicing of 2012 came mainly from the export of services to those three countries, but nevertheless we cannot neglect the contribution of the exports to Poland, Romania and Brazil. In order to strengthen this export strategy, TPF Planege has been creating, in a partnership with its main shareholder TPF, SA, several autonomous companies or branches in the main countries to which it is exporting. We can thus refer the companies TPF Algeria, TPF Angola, TPF Planege Mozambique and TPF Planege Bucharest, in which TPF Planege has a majority stake or is going to have it still in the course of the current year of 2013.

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Report and Accounts 2012 REPORT OF THE BOARD OF DIRECTORS Introduction

With the similar objective of supporting the export activity we have created new instruments for project control and have invested in the acquisition of knowledge in the new fields of activity. Thus, regarding architecture we have created an internal cabinet and in what concerns engineering we have acquired project companies specialized in specific areas namely the Hydraulics with the acquisition of ProSistemas in 2011, and Roads with the acquisition of ProVia early this year. With this strategic orientation TPF Planege has been compensating progressively the decrease in the area of Works Coordination and Supervision, that some years ago represented the major part of the company’s activity, having increased the activity of Studies and Projects of Engineering and Architecture. This last activity has the advantage of allowing the export but producing in Portugal, enabling thus the creation of jobs in our Country and enhancing a centre of projects of excellence, recognized in Portugal and abroad. This year of 2012 has been, as already mentioned, a crucial year to close the cycle and a stage of evolution which allowed the company to arrange the instruments required for the consistent development of a multidisciplinary and integrating activity in almost all the consultancy areas of engineering and architecture.

Thus, it has been possible to drive definitely the company into the future and to obtain for it the best resources existing in Portugal – the technical capability of the Portuguese engineers and architects. It is also relevant to refer that such an effort has allowed us to rejuvenate the company, with the integration of a generation of continuity.

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Report and Accounts 2012 REPORT OF THE BOARD OF DIRECTORS Analysis of Accounts

2. ANALYSIS OF ACCOUNTS 2.1. GENERAL TPF Planege accounts for 2012 are quite good as can be observed in the different annexed tables and graphics. The economic and financial indicators concerning profitability and indebtedness continue to be good and as to this last one the remarkable performance that had been obtained in 2011 has been kept. We would like to mention the significant improvement of the financial autonomy that has again values above 20%. The decrease in the invoicing in 2011 and the corresponding adjustments made that year, enabled the reorganization and re-launching of the company and the optimization of its resources, this being quite evident in the productivity reached, that is obtained mainly from the fact that the rates of sale of export services are quite higher than the rates of sale for the internal market. In the internal market it is impossible, at the present moment, to obtain profitable contracts mainly in the public sector or in any other sector following the regime of contracts of the CCP. In fact the rare demand has lead most tenderers to propose prices equal to the basic price established by the awarding entity less 50%, as this is the price that, in most situations, the clients accept as the inferior limit under which there will be no guarantee of quality in the contract’s execution. That is, the prices are not calculated from the cost of services adding the respective profit margin, but from the basic price, very often calculated with no correspondence to the reality and with a 50% reduction.

2.2. ECONOMIC AND FINANCIAL CHARACTERIZATION In the annexed table is made a comparison of the economical and financial indicators of past 5 years, being observed an improvement of all ratios except that of the general liquidity which, notwithstanding that fact has a value higher than 1,8. This decrease however is due to the deferral of about 2,75 million of revenues, their inclusion in the current liabilities to calcule liquidity being in a certain way controversial. The ratio of profitability of equity although not being the best of the series of five years, is very good when compared with the other alternatives of investment in the market. We must refer that if in terms of invoicing the increase regarding 2011 was of about 25%, in terms of revenues the increase was of almost 40%. This difference is due not only to the good financial results but also to the positive exchange differences.

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Report and Accounts 2012 REPORT OF THE BOARD OF DIRECTORS Analysis of Accounts

The EBITDA was increased to 12% and the net debt on EBITDA is still negative and of the same magnitude of that of 2011. The works portfolio is in a good level and amounts to 36,3 million euros, more than 90% being in the external market. We observe, however, a reduction in the portfolio regarding the previous year due to the small obtention of projects during 2012 which, however, has already been compensated during the beginning of 2013. Evolution of Revenues | figure 1 (in million Euros)

Economic and Financial Characterization | figure 2

Indicators

2012

2011

2010

2009

2008

Financial Autonomy

23%

19%

23%

33%

22%

188%

272%

152%

172%

289%

Solvability

30%

24%

30%

49%

28%

Return and Equity

27%

17%

10%

25%

40%

GVA / Total revenues

39%

56%

53%

57%

58%

1,5%

-2,1%

-1,2%

-0,8%

-1,0%

-5,2

-5,0

5,2

1,6

-1,4

12%

11%

5%

9%

15%

General Liquidity

Financial Results / Total revenues Net Debt / EBITDA EBITDA / Total revenues

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Report and Accounts 2012 REPORT OF THE BOARD OF DIRECTORS Analysis of Accounts

Evolution of Employment | figure 3 (average number of collaborators on the 30th June of each year)

136 124

123

89 81

2012

2011

2010

2009

2008

2.3. PRODUCTIVITY OF EMPLOYMENT With the continuous reduction of the invoicing of the Portuguese market and as happened already during 2011 but much more severely, the company has reduced the number of workers in Portugal, as the contracts in the area of works management and supervision were being concluded. The 10% reduction observed in the total number of workers would have been much higher if had not taken place the contracting of the experts required for the export projects. This is the reason why the ratio of invoicing per worker increased so significantly. In fact the rates of sale in the exports market are considerably higher being responsible for this noticeable increase of the general productivity. If we deduce to the invoicing the item participated by our subcontracts, the conclusion is that there was an increase in the internal productivity of about 25%. Evolution of Productivity | figure 4 (in Euros per worker)

157.213

118.846 109.677 104.559

2012

2011

2010

2009

105.935

2008

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Report and Accounts 2012 REPORT OF THE BOARD OF DIRECTORS Analysis of Accounts

2.4. EXPORTS The services exported by TPF Planege in 2012 reached 95% of the volume of the invoicing, after having reached already 70% in 2011. This fact has enabled us to overcome the deep crisis existing in Portugal in the Construction sector. The export markets have been by decreasing order of volume of invoicing, Angola, Algeria, Mozambique, Romania and Brazil, representing the first three about 4/5 of the global value of exports. Concerning 2011 Mozambique acquired some relevance being thus our third market during 2012. Through our branch ProSistemas we have obtained new works in Cape Verde. Following the prequalifications of the World Bank and of EuropeAid, we presented proposals for several countries of the Maghreb and the Sub-Saharan Africa, although having not yet produced positive results, but that we anticipate will be obtained. The new capabilities of TPF Planege have enabled us to cover the two sides of consultancy characteristic of our sector that is, either that of Studies and Projects and that of Works Coordination and Supervision, with various offers in the areas of Hydraulics and Environment, Agricultural Development, Buildings, Urbanism, Transports, Health and Housing, Commerce, Tourism and Industry.

Exports Progress | figure 5 (% of invoicing)

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Report and Accounts 2012 REPORT OF THE BOARD OF DIRECTORS Works Undertaken in 2012

3. WORKS UNDERTAKEN IN 2012 This chapter covers the main works executed by TPF Planege during the year of 2012 and in some cases those which, although obtained in 2012, will be executed only during 2013 their importance being determinant for the strategy of TPF Planege or the GROUP.

It is essential to refer that the works executed by TPF Planege in the area of Studies and Projects (contrarily to that of Works Coordination and Supervision), are most of them undertaken in Portugal, with highly qualified Portuguese architects and engineers, supported by the technical-administrativecommercial framework that TPF Planege, its branches or the companies in which it holds the majority of the capital stock, has in almost all the countries in which it operates.

To these local teams and to our expatriated experts we owe the good name and the “seal” of quality, of professionalism and self-exigence that is our hallmark.

It is of the utmost importance to recognize the competence, the commitment and the support given to all the other export fronts by the team living in Portugal that produces for the external market high quality architecture and engineering.

We want also to say that, although the projects in Portugal, described in this report are not very well known it is the team in the headquarters that supports the good external performance by the technical mobilization on the exact moment, the selection of the best consultants for the execution of the tasks, or the economic and financial background given by the company.

We have been working during the last few years for the Portuguese architecture and engineering to be a “cluster” of excellence. A “cluster” is supported by unquestionable technical, economic and financial capabilities, but it is developed by the rapid perception and understanding of the client needs, that is, the capacity to add value to the client’s projet in a “click”.

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Report and Accounts 2012 REPORT OF THE BOARD OF DIRECTORS Works Undertaken in 2012

PORTUGAL The works portfolio in Portugal is almost totally concluded. From the two great works in which we have beein involved during 2011, the Tunnel of Marão and the Schools Park, the first is in a stand-by situation and the second is almost completed. The works portfolio of TPF Planege in the area of works coordination and superivison has drastically decreased in 2012, existing still three significant projects (Prison of Linhó, Irrigation Channels of Sorraia Valley and Somincor Dam) that are being transferred to 2013. In the area of Studies and Projects, as we will see later on, we have managed to produce in Portugal several important projects for clients in Angola. Either in the area of Hydraulics or of Transports, our branches ProSistemas and ProVia have contributed to our involvement in a series of important works in Portugal. We are going to describe some of these works.

DAM OF CERRO DA MINA – SOMINCOR

The works, located in the embankment area of Residues of Cerro do Lobo, at about 4 km of the industrial installations of Somincor, consider the construction of a dam, named Reservoir of Cerro da Mina, formed by a riprap landfill with 28,2 m of maximum height above foundations, 629,0 m of riprap 3

development and 407.700 m of volume, to be constructed with material from the excavation, as well as of the respective flood spillway and bottom discharge. It is envisaged for the storage of the residual 3

water of the industrial process, its storage volume being of 1.200.000 m . In parallel is planned the construction of a Retention Basin (Emergency Reservoir) obtained with the execution of an excavation 3

with 4 m of maximum height and 1.615 m of volume, of a deviation channel of stormwaters with 775 m of extension and also of a landfill of 160 m of length and 7 m of height for the partition with Monte Branco dam. The work amouns to 10 M€ and was started in mid-2012. Our intervention is in the area of Work Coordination and Supervision.

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Report and Accounts 2012 REPORT OF THE BOARD OF DIRECTORS Works Undertaken in 2012

REHABILITATION OF BRIDGES IN PORTUGAL

Integrating the Rehabilitation Programme of the National Works of Art, TPF Planege was responsible for the design of the projects of reinforcement, extension and rehabilitation of several roadway works of art in Portugal, namely: • EN6 – Bridge over Jamor River; EN266 – km 12+200 – Rehabilitation and Structural Reinforcement of the Upper Passageway to the Railway line; EN243 – Bridge over the River of Ulme; EN206 – Pontoon over Macieira River, pontoon of Casal Novo and Pontoon over Pena Stream; EN1 – km262+905 – Escravilheira Bridge over Ul River; and Pontoon of Balsa, PH8, Pontoon over Real River, Pontoon of Sobral, Bridge over the River of Preces and Bridge over the River of Vale dos Ovos. The works, that are a part of a set of interventions planned for the national network of Works of Art, under the responsibility of EP – Estradas de Portugal, S.A., comprise, besides the execution of the main inspections using tests for the identification and characterization of pathologies and anomalies, the project of the technically adequate solutions for the recovery and maintenance of the Works of Art.

SUBCONCESSION OF INTERNAL DOURO IC5 – SECTION CONNECTION OF POMBAL / NOZELOS (IP2) The Section of the IC5 – Connection of Pombal / Nozelos (IP2) has a total extension of 24,1 km, 3

3

excavation earthworks of 3.200.000 m and 2.500.000 m of landfill. The lane is simple but it is double in the connection nodes. The geometry of the design was planned for a project speed of 90 km/h, the section having two uneven connection nodes in Carrazeda de Ansiães and Vila Flor. The project comprises several works of art, namely: 2 Viaducts, 10 Upper Passageways, 9 Inferior Passageways and 8 Agricultural Passageways and also the reestablishment of roads, paths and connections to the surrounding zones with an extension of 12,7 km, the lighting of the Connection Nodes and Roadway Technical Channel. Through our branch ProVia, acquired already in February 2013, but with which we

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Report and Accounts 2012 REPORT OF THE BOARD OF DIRECTORS Works Undertaken in 2012

had been cooperating for many months, TPF Planege was responsible for the revision of the projects of part of the specialities, namely of the components of hydraulics and electricity.

REHABILITATION OF THE PUMPING STATION OF OLIVAIS – LISBON This project was mainly developed by our branch ProSistemas, the intervention of TPF Planege being in

terms of some Project specialities. The Pumping Station of the High Zone of Olivais guarantees the transfer of the flows coming fromTagus Aqueduct for the High Zone of the Distribution Network of the city of Lisbon. It is one of the distributing centres of major importance of the city network, feeding the Tagus Aqueduct. The electropump groups installed have the capacity to pump the nominal flow of 3

3

2.293 m /h (0,640 m /s), and can operate in the regime of four units in parallel, plus a mechanical reserve unit, for a nominal pumping height of 124 m. The infrastructures being object of study and development are the following: (1) Water Inlet House of Tagus Aqueduct; (2) Discharge Chamber; (3) Pumping Station, Civil Construction (extension, coatings and covering), (4) Hydropneumatic Reservoirs (substitution/remodelling of piping); (5) Hydromechanical Equipments (reformulation of the aspiration and compression circuits and pumping groups), and (6) Electrical Part (total).

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Report and Accounts 2012 REPORT OF THE BOARD OF DIRECTORS Works Undertaken in 2012

ANGOLA In Angola, the diversification of the clients’ portfolio in 2012 was for sure the most relevant fact. The contracts recently signed and renewed resulted in an intense activity. We would like to mention the contract of social housing in Cabinda and in North Lunda (Dundo) and around Luanda (Zango, Capari, KM44) for a total of about 20.000 apartments, as well as the contracts with BPC (Bank of Savings and Credit) either for the renewal of the emblematic headquarters in the Bay of Luanda, or for the construction of a building of the mixed type in Namibe, for the headquarters of the bank in this Province and also, in the same bank sector, for the new headquarters of BESA in Lobito. Within the scope of industrial urbanism we have also been consulted for the development of studies in the Industrial Center of Lucala in the North Kwanza and, in the area of Health, for the Hospital of the Safety House of the President of the Republic. We are describing hereunder some of the projects in which we are involved.

REHABILITATION OF THE HEADQUARTERS OF BPC IN LUANDA This building situated in the heart of Luanda downtown can be seen in the whole Bay and forms an historic landmark. It has a basement and 21 storeys above ground and a total gross area of 15.138 2

m .The rehabilitation consists in the improvement of the whole interior but also of the façades, viewing to provide them with more modern and contemporary materials and in the integration of light as a design element, keeping however the global architectural design of the existing building. TPF Planege, in association with its branch TPF Angola, was selected for the coordination of the supervision of this rehabilitation, which will be started in early 2013.

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Report and Accounts 2012 REPORT OF THE BOARD OF DIRECTORS Works Undertaken in 2012

NEW CENTRALITY OF CABINDA The new centrality of Cabinda is situated in the periphery of the municipality, more precisely in the village of Tchibodo. For more than one year our mixed luso-angolan teams have been charged of the 2

supervision of this work of 145.186 m of social apartments. Besides these 1002 apartments, divided by 90 buildings of 3 storeys each (78 apartments of 2

2

2

123 m , 156 of 116 m , 384 of 121 m and 384 of 98 2

m ), this urbanization comprises the undertaking of 2

2

about 70.000 m of roads, 20.000 m of parking, 6,5 km of water networks, 4,3 km of domestic sewage and 7,8 km of stormwater networks. This new urbanization will integrate also social equipments as primary school, nursery, commerce and medical centre. Our services cover the work coordination and supervision. The Client is SONIP – Sonangol, Imobiliária e Participações.

CENTRE OF INDUSTRIAL DEVELOPMENT OF LUCALA – NORTH KWANZA Within the scope of the Re-industrialization Strategy of Angola, the Ministry of Industry of the Republic of Angola considered the Centre of Lucala as one of the priorities. The new Centre of Industrial Development of Lucala will be situated at about 225 km of Luanda allowing the installation of several industries in the access zone to the National Road and the railway between Luanda and Malanje. The construction of the Centre, where will be included a roadway st

and railway terminal will be made by phases. In a 1 phase of 50 ha, integrated in a global area of 800 ha, is considered the installation of 80 industrial units with about 2.000 workers. Are also considered the support buildings required for the functioning of the Centre, namely reception, administrative building, ecopoint, water treatment station, residual waters treatment station, electrical generation station and building for operation and maintenance. The proposed division for this territory lies in a recticulated structure defining regular bigger or smaller quarters, in accordance with the designed zoning, and correctly adjusted to the existing topographic development. The great variety of lots offered renders the integration of the different types of industry more flexilbe. Their dimensions are based on a modular matrix enabling the fusion of the various lots, being adapted to the more demanding needs of some industries. TPF Planege is responsible for the elaboration of the Masterplan and for the execution projects of road infrastructures, water supply and drainage and treatment of domestic and industrial sewage, gaz, telecommunications and electricity and for the projects of

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Report and Accounts 2012 REPORT OF THE BOARD OF DIRECTORS Works Undertaken in 2012

architecture as well as for the specialities of the different support buildings. Our client is the Ministry of Industry.

HOSPITAL OF THE SAFETY HOUSE OF THE PRESIDENT OF THE REPUBLIC In this case TPF Planege was contacted to adapt the pre-existing project to the new requirements having started the project remodelling of this hospital after the work’s awarding. In three months the multidisciplinary team of hospital projects of TPF Planege reformulated the project, having managed to execute it during the period during which were taken “ in loco”decisions for the improvement of the foundation grounds, which meant that no relevant delay was felt in the work. This Hospital of about 2

100 beds for normal and VIP internment has a gross construction area of about 18.100 m in three storeys. The block of operations has 5 operation rooms, a unit of intensive care with 12 beds and another for recovery with 8 beds. The hospital has the most modern means of treatment and diagnosis, namely radiotherapy, x-ray, physical and rehabilitation medicine, laboratories, day hospital, general and pediatric urgency and all other infrastructures for the adequate functioning. TPF Planege was charged not only of the Execution Project undertaken in a record time, but also, in association with TPF Angola, of the Works Supervision.

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Report and Accounts 2012 REPORT OF THE BOARD OF DIRECTORS Works Undertaken in 2012

REHABILITATION OF HUAMBO ZOO The Rehabilitation Project of the Zoo of Huambo was awarded to ProSistemas but in fact TPF Planege and TPF ANGOLA have also been involved. The intervention area is of about 30 ha, that includes an exhibition zone of wildlife, a pedagogical farm (pets), spaces for restauration, bars, terraces, small boutiques, an outdoor auditorium, landscaping with a strong presence of water and green elements of the Angolan flora, service entrance doors and service parkings for the public. The project comprises multiple specialities such as water supply (public, irrigation and fire protection), basic sanitation, electrical installations, lighting and sound, circulation (bridges and roadways). It includes also the Exploration Project of the Zoo.

NETWORKS OF WATER SUPPLY AND DOMESTIC CONNECTIONS OF THE CITY OF UIGE The works have a duration of 36 months and consist in the design and construction of 120 km of water supply network and more than 10.000 home links, including excavation, installation of piping and accessories, embankment, tests and commissioning. This contract, financed by the World Bank and promoted by the Financial and Management Unit of Contracts (FCMU) of the National Directorate of Water Supply and Sanitation (DNAAS) of the Ministry of Energy and Waters (MINEA), represents a construction cost of 9,4 M USD. The works will be initiated in 2013 and the intervention of TPF Planege, on a basis of Association, consists in the revision of the execution project elaborated by the contractor and in the works coordination and supervision.

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Report and Accounts 2012 REPORT OF THE BOARD OF DIRECTORS Works Undertaken in 2012

MOVICEL BUILDING OF OFFICES AND CALL CENTER IN TALATONA It is a building implanted in a lot with about 10.000 2

m , formed by 4 storeys above ground, the groundfloor having the Reception, Attendance and the Control of Accesses to the building but which includes also the Call Center and the Offices. The floors 1, 2 and 3 are all slightly different in their essence, the floor 1 having the specificity of allowing the direct access to the terrace garden created in the cover beam of floor 0. In all the remaining is kept the general layout characterized by an open space that occupies about 80% of the useful available area. In floor 4 (terrace) are installed the other spaces and the technical equipments that give to the work areas therequired HVAC conditions.

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Report and Accounts 2012 REPORT OF THE BOARD OF DIRECTORS Works Undertaken in 2012

ALGERIA During the last twelve months, the activity in Algeria has been focusing on railway projects. In this sector have been launched several big dimension works in Algeria, within the scope of the Development Plans of 2005-2009 and 2010-2014. This year TPF Planege has been present in the supervision of two new railway lines, the first one a double way electrified line connecting Oued Tlelat to Tlemcem, a section with 135 km, in the south of Oran, of the transversal line East/West of Algeria between the border of Tunisia and Morocco and the other one of a unique way of 185 km of the socalled Line of Haut-Plateaux, connecting the cities of Realizane, Tiaret and Tissemsilt, situated in the central area of the country. However, the works in the section of 92 km continued near Annaba between this city and Ramdam Djamel, belonging also to the main transversal East/West line, and those of the Mining Line (about 305 km of track remodelling) in the mining region on the eastern part of the country, near the border of Lybia and Tunisia. We can thus refer that the activity of works coordination and supervision of TPF Planege in Algeria reached almost 1.000 linear km (more precisely 944 km) of railway line. We are describing hereunder two of the four projects in which we are involved.

NEW RAILWAY LINE OF “HAUT PLATEAUX”

The execution of the one way railway line connecting the “willayas” of Relizane, Tiaret and Tissemsilt, 3

has an extension of 185 km. The expected earthworks amount to 34.000.000 m and the undertaking of inumerous works of art already dimensioned for two ways, in the perspective of a future duplication. In total are being considered 78 railway bridges, 45 upper roadway passages and an inferior passageway for pedestrians, representing 12.000 m of works of art. There are also 5 tunnels with a total length of 3

3.477m. This line of 26.646 tons of UIC 60 rails, 341.333 m of ballast and 356.140 units of bi-bloc concrete sleepers once concluded will enable a circulation speed of 160 km/h. Modern signalling and telecommunication systems have also been considered as well as, within a near future, the electrification of this network. TPF Planege is in charge of the work’s coordination and supervision. The works value is of about 936 M€ and their conclusion is expected for 2016. The client is ANESRIF (Agence Nationale d’Etudes et de Suivi de la Réalisation des Investissements Ferroviaires).

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Report and Accounts 2012 REPORT OF THE BOARD OF DIRECTORS Works Undertaken in 2012

NEW RAILWAY LINE TLELAT- TLEMCEM

In the next 2 or 3 years Oued Tlelat, near Oran and the “willaya” of Tlemcen, separated of about 132 km, will be connected by a new electrified double way railway line for high circulation speeds of 220 3

km/h. This ambitious project considers the movement of about 23.214.090 m of earthworks and the construction of 14.000 m of viaducts, 1.500 m of tunnels, three stations and 16.334 m of rail line between which 96 track devices. ANESRIF is the Work Owner, the budget being of 1.500 M€. TPF Planege is the leader of the Consortium that includes also the Spanish company GETINCSA and the Algerian SAETI.

CAPE VERDE In Cape Verde we must highlight the awarding of three works to our branch ProSistemas, TPF Planege being involved in the secondment of means and specialized consultants. One of the studies is in the area of Agricultural Hydraulics, for the Ministry of Rural Development and the other two are of Urban Hydraulics, for the Millenium Challenge Account (MCA) Cape Verde II.

The first one of the studies was started by the end of the year 2012, it is an irrigation project of six perimeters, for six small dams, four of them in the island of Santiago, one in the island of Santo Antão and the other one in the island of São Nicolau.

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Report and Accounts 2012 REPORT OF THE BOARD OF DIRECTORS Works Undertaken in 2012

The two other studies for MCA have started already this year. The first one is predominantly institutional and is envisaged to evaluate the number of multimunicipal systems to be created in the Island of Santiago and to determine the entrepreneurial structure to be adopted by the managing entity of these systems. The second study in the area of Urban Hydraulics is envisaged to establish the short term measures to be implemented within the scope of water supply and sanitation in the island of Santiago to solve the present most pressing problems within a wider Master Plan and the solutions to be implemented on the medium or short term to solve the problems of water supply and sanitation within a horizon of 25 years.

MOZAMBIQUE In Mozambique our activity in focused in the reinforcement of our Branch, by the acquisition of new and updated offices in the center of Maputo, namely in a well known 33 storeys building. By the end of the year a Manager was displaced to the country on a permanent basis to coordinate the different work fronts in which we are involved, either technical or commercial. We must refer several expressions of interest in which we have been qualified and which we hope will produce good results during 2013. Furthermore and already during the present year we have been qualified for a major work in the city of Beira, in association with another Portuguese company, and we are waiting for the signature of the contract that is going to take place at any moment.

REHABILITATION OF THE NATIONAL ROAD N 260 BETWEEN CHIMOIO AND ESPUNGABERA

One of the key projects of TPF Planege in Mozambique is the supervision of the national road N260 between Chimoio and Espungabera, which is being held under the Portuguese cooperation. This is the extension to two ways of the road platform between the city of Chimoio and the border of Zimbabwe, Espungabera, with an extension of 230 km. Besides the extension of the platform to 9,4 m, the works comprised earthworks, drainage, pavings as well as the studies of the various metal bridges of the Balley type along the layout, in order to check if they needed substitution. TPF Planege is the leader of

25


Report and Accounts 2012 REPORT OF THE BOARD OF DIRECTORS Works Undertaken in 2012

the association for the works supervison, including also the Portuguese company Pengest and the Mozambican Consultec. The works will take place until mid-2014.

REHABILITATION OF THE DRAINAGE SYSTEM OF THE CITY OF BEIRA

This work, which had the contract approved by the AIAS (Administration of the Infrastructures of Water Supply and Sanitation), was obtained due to the capacities of our branch ProSistemas. It is a global consultancy work, comprising the works project and supervision, financed by the World Bank and which is envisaged for the improvement of the network of drainage channels of the city of Beira, essential for the rain drainage of the centre of the city, most of it flat and sometimes below the sea level. During the first phase the work comprises the examination and diagnosis of the present situation, to establish a rehabilitation solution that will be detailed on the stage of execution project.The evaluation of the environmental impacts of the works as well as the resettlement plan required to transfer the populations affected by the works is also being considered. On a second stage our intervention will comprise the evaluation of the proposals for the various specialities and the coordination and supervision of the works planned. The starting date of the project works is expected to be June 2013.

POLAND In Poland our intervention continues to be the support to the local company of the Group by the sustainability of the curriculum, mainly in the field of roads, highways and railways lines. In fact most of the work is executed by local teams and by the Polish company of TPF Group, to which we are most grateful for the collaboration received. Hereunder are being described some of the works undertaken.

26


Report and Accounts 2012 REPORT OF THE BOARD OF DIRECTORS Works Undertaken in 2012

CONSTRUCTION OF THE EXPRESSWAY S2 – SECTION KONOTOPA-PULAWSKA The construction of the Expressway S-2 - section Konotopa – Puławska – together with the construction of MPL Okęcie and Marynarska (S79) connection in Warsaw is an important part of the imvestment and concerns the construction of the

expressway

of

the

A2

Poznan-Lodz-

Warszawa-Biala Podlaska that guarantees the crossing of Warsaw. The central section of the S-2 Expressway, together with S-79, guarantees the direct access to the International Airport of Warsaw. The project includes the construction of 2 sections of 6 circulation tracks (2 tracks with 3 lanes each) in the expressways S2 and S79, 4 connections, multiple works of art (bridges, viaducts, passages for pedestrians, roads and railway tunnels). Our intervention has been in the support to the company of the group in the works coordination and supervision. The Work value is of about 5,8 M€.

REMODELLING OF THE ROADWAY A4 – SECTION WORCLAW-SOSNICA The project consists in the remodelling of the roadway A4 – section Worclaw-Sosnica viewing the tolling to be started this year of 2013. Thus it includes to put into operation a toll system and an emergency telephone network, and to restructure the service areas. TPF Planege is working together with TPF POLAND in the terms already menitoned, that is, giving backstage technical support to the local teams.

27


Report and Accounts 2012 REPORT OF THE BOARD OF DIRECTORS Works Undertaken in 2012

ROMANIA Our TPF PLANEGE BUCHAREST branch has developed this year several works together with TPF Romania. As in Poland, most of the work done are the responsibility of the company of the TPF Group in Romania, TPF Planege, given its technical and riculum capabilities, adding considerable value and potential to the local company. We would like to refer the following works:

UNIVERSITY HOSPITAL OF STOMATOLOGY – DAN THODORESCU In the centre of the capital of Romania, this chirurgical maxillofacial hospital of 75 beds, five storeys above ground and two in basement, will have several services, namely, outpatient care, operation blocks, laboratories and also a unit for teaching dentistry. The project is in the phase of work launching.

REHABILITATION OF ROADS IN BUCHAREST After the awarding in 2011 of the supervision works of general remodelling of 11 important roads in the capital Bucharest, have been awarded now in 2012 41 more avenues and roads in Bucharest. The works comprise the total rehabilitation of the roads and urban infrastructures, namely stormwater drains, networks of water supply and sanitation, rides, parking areas, bus stops and roadway signalling. The works will continue during the year of 2013.

28


Report and Accounts 2012 REPORT OF THE BOARD OF DIRECTORS Perspectives for 2013

4. PERSPECTIVES FOR 2013 The perspectives for 2013 in Portugal seem to be more severe than those with which we started the year 2012. Notwithstanding that fact, our works portfolio enables us to expect to reach a level of exports of the same magnitude of that of last year, and we dare say, even slightly higher. A difficult year is waiting for us, considering the increment of the international concurrence, produced by the European crisis, the possibility of decrease failing to occur. But at the same time a huge challenge is at hand as we are going to merge the three companies, that is, we are going to integrate ProSistemas and ProVia in TPF Planege. This fusion has all conditions to be very successful as in fact the three companies have in practice been working together and under the same organogram, since the end of 2012. This fusion will enable to increase our concurrential capacity as we will have indoors almost all the disciplines of infrastructural engineering. We hope also to terminate the end of 2013 with a portfolio better than that we had by the end of 2012, which is announced already by the beginning of this year, as until the end of March the works obtained amounted to around 9,0 Mâ‚Ź. We hope that still during this year of 2013, we will be better structuring and consolidating our presence in the traditional

markets,

of

Algeria

and

Angola,

strengthening our branches in Mozambique, Cape Verde and Romania, and continuing to support the companies of the Group, especially in Poland, Senegal and Brazil. The fusion will imply the strategic renewal and relaunching of the company to face new challenges and markets, thinking in term of the next five coming years. The critical mass which we have now, with a new generation of experts emerging and taking new responsibilities, will give us the required energies to win and overcome this extremely delicate phase of the Portuguese history.

29


Report and Accounts 2012 REPORT OF THE BOARD OF DIRECTORS Mandatory Legal Provisions and Final Comments

5. PROPOSAL OF DISTRIBUTION OF RESULTS In order for the shareholders to be able to receive the capital invested during the recent years with the acquisition of ProSistemas and ProVia, we propose the following distribution of the net result obtained of 1.168.856,27 €: a) Distribution for the shareholders : 999.306 € b) Legal reserve: 58442,81 € c) Results transferred: 111.107,46 €

30


Report and Accounts 2012 REPORT OF THE BOARD OF DIRECTORS The Board of Directors

6. MANDATORY LEGAL PROVISIONS

st

Respecting the required legal provisions we inform that on the 31 of December 2012 there were no debts of taxes to the State or of contributions to the Social Security.

7. FINAL COMMENTS

The Board of Directors would like to thank the effort and dedication of all Collaborators of the Company, the confidence of Clients and Supplyers and the support received from the Official Entities and the Banks, as well as from the Table of the General Assembly and from the Auditor.

th

Lisbon, the 12 April 2013

31


Report and Accounts 2012 REPORT OF THE BOARD OF DIRECTORS The Board of Directors

THE BOARD OF DIRECTORS

Jorge Maurice Banet Nandin de Carvalho, President

Thomas François Hervé Spitaels, Member

Fernando José Mena Gravito, Member

Vitor Manuel Teixeira da Fonseca, Member

António Sobral Rodrigues, Member

32


Report and Accounts ’12 ANNEX TO FINANCIAL STATEMENTS - 31 DECEMBER 2012 - amounts expressed in Euros -

FINANCIAL STATEMENTS


Report and Accounts ’12 ANNEX TO FINANCIAL STATEMENTS – 31 DECEMBER 2012 - Amounts expressed in Euros -

BALANCE SHEET Items

Notes

31/12/2012 (1)

31/12/2011 (2)

Variation % (1)-(2)

ASSETS: Non current assets: Tangible fixed assets Goodwill Intangible assets Investments-equity method Investments-other methods Other financial assets Deferred tax assets

Current assets: Customers State and other public entities Other accounts receivable Deferrals Cash and bank deposits

7 8 9 5,10 11 11 12

13 14 15 16 17

Total assets

155.814,97 134.560,84 15.269,24 328.591,49 27.497,93 1.292.276,59 37.770,77

57.738,95 168.389,86 4.851,45 635.535,36 24.258,91 298.036,74 11.683,60

169,86% -20,09% 214,74% -48,30% 13,35% 333,60% 223,28%

1.991.781,83

1.200.494,87

65,91%

5.105.756,93 268.997,24 1.132.536,02 289.851,93 10.227.839,04

5.759.377,43 27.196,50 1.806.803,88 206.546,71 9.683.042,99

-11,35% 889,09% -37,32% 40,33% 5,63%

17.024.981,16

17.482.967,51

-2,62%

19.016.762,99

18.683.462,38

1,78%

SHAREHOLDERS ' EQUITY: Paid-up Capital Legal reserves Other reserves Results transferred Adjustments to financial assets Other changes in equity

18 19 20 5,21 5,22 23

1.524.600,00 175.425,46 2.280,47 1.539.972,83 8.862,03 (1.136,58)

1.524.600,00 144.706,47 2.280,47 1.270.084,76 4.569,39 -

21,23% 21,25% 93,94% -

Net profit or loss for the period

5

1.168.856,27

608.299,06

92,15%

4.418.860,48

3.554.540,15

24,32%

862.438,58 862 438,58 4.679.650,83-

945.116,70 945 116,70 7.762.979,78-

-8,75% -39,72% -

862 438,58 5.542.089,41

945 116,70 8.708.096,48

-8,75% -36,36%

1 189 223,47 1.189.223,47 485.479,24 485 479,24 610.649,57 610 649,57 7 678 747,45 2.999.096,62 1 025 743,84 1.025.743,84 2 745 620,36 2.745.620,36

991 204,79 991.204,79 282.535,37 282 535,37 2.828.469,15 2 828 469,15 9 460 153,41 1.697.173,63 621 442,81 621.442,81 -

19,98% 71,83% -78,41% -18,83% 76,71% 65,06% -

13 9.055.813,10 735 463,93 14 597 902,51 14.597.902,51 19 016 762,99 19.016.762,99

14 6.420.825,75 183 805,53 15 128 922,23 15.128.922,23 18 683 462,38 18.683.462,38

41,04% -3,16% -3,51% 1,78%

Total equity LIABILITIES: Non-current liabilities: Obtained financing Customer advances

Current liabilities: Suppliers State and other public entities Obtained financing Customer advances Other accounts payable Deferrals

Total liabilities Total equity and liabilities

THE CERTIFIED ACCOUNTANT

24 25

26 14 24 25 25 16

THE BOARD OF DIRECTORS

34


Report and Accounts ’12 ANNEX TO FINANCIAL STATEMENTS – 31 DECEMBER 2012 - Amounts expressed in Euros -

PRESENTATION OF RESULTS BY NATURE

Income and expenses Sales and services rendered Profit/loss charged of subsidiaries, associates and joint ventures Subcontracts External services and supplies Personnel expenditures Impairment of receivables (losses/reversals) Other income and earnings Other expenses and losses

Notes 27 5,28 29 29 30 13 31 32

1.701.296,21

1.173.195,57

45,01%

(63.122,39) (33.829,02)

(45.396,97) (41.716,62)

39,05% -18,91%

1.604.344,80

1.086.081,98

47,72%

246.653,57 (37.839,17)

(222.648,14)

-83,00%

1.813.159,20

863.433,84

109,99%

37

(644.302,93)

(255.134,78)

152,53%

5

1.168.856,27

608.299,06

92,15%

138.600 8,43

138.600 4,39

33 34

35 35

Earnings before taxes (EBT) Tax on income for the period Net profit or loss for the period

No of Shares Result per share basic

THE CERTIFIED ACCOUNTANT

Variation % (1)-(2)

10.011.464,50 15.390,90 (2.104.636,35) (2.128.739,21) (4.450.265,75) (298.171,04) 521.987,72 (393.835,20)

Operating result (before financing expenses and taxes) (EBIT) Interest and similar income obtained Interest and similar expenses incurred

31/12/2011 (2)

12.734.276,72 (317.601,06) (4.312.454,20) (2.753.391,61) (3.697.233,66) 114.441,74 956.007,81 (1.022.749,53)

Earnings before depreciation, tax and finance costs (EBITDA) Expenses/reversals of depreciation and amortisation Impairment of depreciable/amortisable assets investments (losses/reversals)

31/12/2012 (1)

27,20% -2163,56% 104,90% 29,34% -16,92% -138,38% 83,15% 159,69%

THE BOARD OF DIRECTORS

35


Report and Accounts ’12 ANNEX TO FINANCIAL STATEMENTS – 31 DECEMBER 2012 - Amounts expressed in Euros -

PRESENTATION OF CHANGES IN EQUITY

Items

POSITION AT 01-01-2011

Notes

1

Legal reserves

904.552,00

132.947,32

2.280,47

1.046.660,95

-

-

-

-

-

4.569,39

-

4.569,39

3

608.299,06

608.299,06

4=2+3

608.299,06

612.868,45

620.048,00 11.759,15 11.759,15

-

223.423,81 223.423,81

-

-

(235.182,96) (235.182,96)

620.048,00

6=1+2+3+5

1.524.600,00

144.706,47

2.280,47

1.270.084,76

4.569,39

-

608.299,06

3.554.540,15

Notes

6

Paid-up Capital

Legal reserves

THE CERTIFIED ACCOUNTANT

Other reserves

Adjustments to financial assets

Transferred Results

1.524.600,00

144.706,47

2.280,47

1.270.084,76

-

-

-

-

4.569,39

Other changes in quity

Net result for the period

Total equity

-

608.299,06

3.554.540,15

(1.136,58) (1.136,58)

-

4.292,64 (1.136,58) 3.156,06

8

1.168.856,27

1.168.856,27

9=7+8

1.168.856,27

1.172.012,33

(608.299,06)

(307.692,00)

4.292,64

5

OPERATIONS OF EQUITY HOLDERS FOR THE PERIOD Distributions

POSITION AT THE END OF 31-12-2012

620.048,00

620.048,00

7

FULL RESULTS

4.569,39

5

CHANGES DURING THE PERIOD Changes in accounting policies Conversion differences of financial statements

NET RESULT FOR THE PERIOD

Total equity

-

4.569,39

5

Items

POSITION AT 01-01-2012

Net result for the period

2.321.623,70

OPERATIONS OF EQUITY HOLDERS FOR THE PERIOD Achievements equity Distributions

POSITION AT THE END OF 31-12-2011

Other changes in quity

235.182,96

2

FULL RESULTS

Transferred Results

-

CHANGES DURING THE PERIOD Other recognized changes in equities Changes in accounting policies

NET RESULT FOR THE PERIOD

Other reserves

Adjustments to financial assets

Paid-up Capital

30.718,99

4.292,64

269.888,07

10

-

30.718,99

-

269.888,07

-

-

(608.299,06)

(307.692,00)

11=6+7+8+10

1.524.600,00

175.425,46

2.280,47

1.539.972,83

8.862,03

(1.136,58)

1.168.856,27

4.418.860,48

THE BOARD OF DIRECTORS

36


Report and Accounts ’12 ANNEX TO FINANCIAL STATEMENTS – 31 DECEMBER 2012 - Amounts expressed in Euros -

PRESENTATION OF CASH FLOW

Items

Notes

Cash flows from operating activities-direct method Revenues from clients Payments to suppliers Payments to staff

4 4 4 Cash generated from operations

Payment/receipt of incom e tax Other revenues/payments

4 4 Cash flows from operating activities (1)

31/12/2012 (1)

31/12/2011 (2)

14.042.529,65 (5.008.856,27) (2.614.893,68) 6.418.779,70 (348.115,54) (1.857.684,22) 4.212.979,94

20.018.955,32 (4.013.671,64) (4.827.131,99) 11.178.151,69 (141.243,26) (1.102.401,02) 9.934.507,41

Variation % (1)-(2)

-29,85% 24,79% -45,83% -42,58% 146,47% 68,51% -57,59%

Cash flows from investing activities Payments relating to: Tangible assets

4

(152.566,00)

(29.197,78)

422,53%

Untangible assets

4

(25.187,00)

(5.966,73)

322,12%

Financial Investments

4

(1.000.000,00)

(635.010,00)

57,48%

4

2.010,00

22.411,00

-91,03%

4

100,00 201.862,37 (973.780,63)

12.643,21 (635.120,30)

1496,61% 53,32%

4 4

583.043,79 -

4.737.500,00 620.048,00

-87,69% -100,00%

4 4 4

(2.883.541,49) (37.796,89) (303.225,92) (2.641.520,51)

(5.185.588,74) (219.982,96) (48.023,70)

-44,39% -82,82% 5400,45%

597.678,80 (52.882,75) 9.683.042,99 10.227.839,04

9.251.363,41 12.480,83 419.198,75 9.683.042,99

-93,54% -523,71% 2209,89% 5,63%

Revenues from: Tangible assets Investimentos financeiros interests and similar revenues Cash flows from investing activities (2) Cash flows from financing activities Revenues from: Obtained financing Achievements of capital and other equity instruments Payments relating to: Obtained financing Similar interests and expenses Dividends Cash flows from financing activities (3) Variation of cash and similar (1+2+3) Effect of exchange differences Cash and similar at the beginning of period Cash and similar at the end of the period

THE CERTIFIED ACCOUNTANT

THE BOARD OF DIRECTORS

37


Report and Accounts ’12 ANNEX TO FINANCIAL STATEMENTS – 31 DECEMBER 2012 - Amounts expressed in Euros -

38


Report and Accounts 2012

LEGAL CERTIFICATION OF ACCOUNTS


Report and Accounts 2012 LEGAL CERTIFICATION OF ACCOUNTS

40


Report and Accounts 2012 LEGAL CERTIFICATION OF ACCOUNTS

41


Report and Accounts 2012 LEGAL CERTIFICATION OF ACCOUNTS

42


Report and Accounts 2012

TPF Planege - Consultores de Engenharia e Gestรฃo S.A. Rua Laura Alves 12-8ยบ - 1050-138 Lisboa - Portugal TEL. +351.218 410 400 - FAX +351.218 410 409 geral@tpfplanege.pt - www.tpfplanege.pt - www.tpf.eu


Report and Accounts 2012 TPF PLANEGE