CONSOLIDATED ANNUAL REPORT 2016

CONSOLIDATED ANNUAL REPORT 2016

2 | TPF Planege Cenor - Consolidated Annual Report 2016

CONTENTS 05 06 07 08 10 14 35 36 36

38 39 40 41 42 43

73 76

GOVERNING BODIES

CORPORATE ORGANISATIONAL CHART

CONSOLIDATED MANAGEMENT REPORT Introduction

Analysis of Accounts

Work Carried Out in 2016 Outlook for 2017

Compulsory Legal Provisions Closing Remarks

CONSOLIDATED FINANCIAL STATEMENTS Consolidated Balance Sheet

Consolidated Statement of Income Consolidated Statement of Equity

Consolidated Statement of Cash Flows

Notes to the Consolidated Financial Statements

AUDIT REPORT

REPORT AND OPINION OF THE STATUTORY AUDITOR

Consolidated Annual Report 2016 - TPF Planege Cenor | 3

Sidi Bel Abbès Station - Algeria

4 | TPF Planege Cenor - Consolidated Annual Report 2016

GOVERNING BODIES

Board of Directors

Pedro Alexandre de Pinho Tavares, Chairman

Jorge Maurice Banet Nandin de Carvalho, CEO

António Manuel Rebocho Pessoa Vaz, Voting Member António Rui Dias Rodrigues Baptista, Voting Member

Carla Sofia Albuquerque da Silva Cascais Voting Member Carlos José de Oliveira Baião, Voting Member Fernando José Mena Gravito, Voting Member

João Paulo Tavares Carvalho, Voting Member

Jorge Manuel Sampaio da Novoa de Mello Vieira, Voting Member José António Mateus de Brito, Voting Member

José Pedro Correia Colunas Pereira, Voting Member

Pedro Castro e Silva Palma e Santos, Voting Member

Rui Pedro Manuel Costa Fortes Monteiro, Voting Member Thomas François Hervé Spitaels, Voting Member

Vitor Manuel Teixeira da Fonseca, Voting Member

General Meeting Board

Thomas François Hervé Spitaels, Chairman

Pedro Alexandre de Pinho Tavares, Secretary

Statutory Auditor

RSM & Associados – Sroc, Lda.. represented by:

- Joaquim Patrício da Silva, ROC no. 320

- José Carlos Nogueira Faria e Matos, ROC n.º 1.034, Alternate

Consolidated Annual Report 2016 - TPF Planege Cenor | 5

CORPORATE ORGANISATIONAL CHART

6 | TPF Planege Cenor - Consolidated Annual Report 2016

Bridge on the River Arade - Subconcession of Algarve Litoral - Portugal

CONSOLIDATED MANAGEMENT REPORT

Consolidated Annual Report 2016 - TPF Planege Cenor | 7

The TPF Planege Cenor Group is now able to cover almost every domain of engineering and architecture, being one of the most important subgroups within the TPF Group.

INTRODUCTION

The TPF Planege Cenor Group was created in 2016 because of the merger of two groups - TPF PLANEGE and CENOR, both belonging to the Plurinational Group based in Belgium - TPF, which had already acquired Planege in 2001, and Cenor more recently at the end of 2015.

The TPF Planege Cenor Group has thus become one of the largest Portuguese groups in Engineering and Architecture with fully Portuguese management, although with international shareholders.

The Group has a workforce of around 400 employees spread across several countries and of various nationalities, but there are around 250 at Headquarters in Portugal.

In 2016, TPF Planege Cenor's revenues amounted to approximately 44.8 million euros, showing a growth of almost 45% over the previous year, which reflects the positive effects of the merger in terms of size.

The two companies were concentrated at Headquarters in Portugal, at Rua Laura Alves, 12, in November 2016, and the merged accounts were reported on 1 January 2016.

The company mainly produces engineering and architectural studies and services, and services for the management, coordination and supervision of works.

8 | TPF Planege Cenor - Consolidated Annual Report 2016

Interestingly, in 2016 the two types of services provided were matched in billing total.

In the year 2016, the Group carried out work for 19 countries, the most representative being Angola, with around 50% of turnover, followed by Algeria (approximately 9.3 million euros), Portugal and Mozambique (2.7 million euros).

The billing total for Portugal was only 4.7 million euros, which corresponds to 11.2% of total invoicing.

Another relevant aspect of the merger was the fact that we were able to reduce dependence on the Angolan market from 64% to 50%, an objective that will continue to be pursued in 2017, a year in which a reduction in the importance of global volume to about 30% of total revenues is anticipated.

As a counterpart to this reduction, which is required given the economic situation in that country, the Group has sought to compensate with new markets such as Turkey and the Middle East, other African countries, and with the Portuguese market that should see some growth in 2017.

The profitability of the Group continued to be very positive, with an EBITDA of 14% of revenues, within the average of the last five years.

HIGHLIGHTS 2016

44.8 million euros

6.25 million euros

Income recorded in 2016

EBITDA in 2016

14%

82%

EBITDA/Ratio of Total Revenue

Percentage of our turnover earned in Africa

48.34 million euros

43%

Work Portfolio at 31 December 2016

Percentage of Financial Autonomy

Consolidated Annual Report 2016 - TPF Planege Cenor | 9

ANALYSIS OF ACCOUNTS

At the end of 2016, the TPF Planege Cenor Group presented a consolidated turnover of 41,810,882.15 euros and a Net Profit of 3,901,193 euros in its accounts.

The accounts are generally positive and if we compare the merged company with the historical data of TPF Planege we see that the TPF Planege Cenor Group has improved in terms of financial autonomy, liquidity and solvency, which is why it is more robust.

On the other hand, the ratio of net debt/EBITDA, which in previous years was always negative, reached 0.7 this year, which means that in less than a year (8.5 months) the company has the capacity to free up the margin to pay off the bank loans it has contracted.

Cape Verde 2% East Timor 2%

Equatorial Guinea 1%

Cameroon 1%

Others 2%

This increase is mainly due to the difficulty of recovering credits in Angola, as such the company's policy for 2017 is to only accept, in the Angolan market, new works assigned through multilateral organizations that guarantee receipt in Europe, and in USD or Euros.

The geographical breakdown of turnover is shown in the graph below, noting that despite the reduction in the percentage of turnover in Angola, this market continues to represent 50% of total consolidated revenue.

The diversification of invoicing in new markets is also noteworthy, demonstrating that nowadays the Group is present on almost every continent.

Geographical Distribution of Turnover

(Markets in percentage) | figure 1

Turkey 3% Angola 50%

Mozambique 6%

Portugal 11%

Algeria 22%

10 | TPF Planege Cenor - Consolidated Annual Report 2016

Angola Algeria Portugal Mozambique Turkey East Timor Cape Verde Equatorial Guinea Cameroon

ECONOMIC AND FINANCIAL DESCRIPTION

As we can see by the main economic and financial indicators, presented in the table below, there is a significant rise in revenue by incorporating Cenor.

As mentioned, all other ratios are considered robust and the most significant decrease was the return on equity, which was due to a significant increase in them by incorporating Cenor.

44,8 30,92

30,82

24,69 15,90

2012

2013

2014

2015

2016

Changes in Revenue (in million euros) | figure 2

Table of Economic and Financial Indicators | figure 3

Indicators

2012

2013

2014

2015

2016

General Liquidity

189%

157%

132%

161%

213%

Return on Equity

27%

26%

38%

42%

16%

Financial Autonomy Solvency

GVA/Total Revenue

Financial Results/ Total Revenue Net Debt/EBITDA

EBITDA / Total Revenue

23% 30% 37%

20% 25% 39%

23% 30% 42%

29% 41% 46%

43% 75% 48%

-0,8%

-0,4%

-0,3%

-0,5%

-0,7%

14%

10%

14%

20%

14%

-3,4

-3,6

-1,5

-0,1

0,7

Consolidated Annual Report 2016 - TPF Planege Cenor | 11

PRODUCTIVITY AND EMPLOYMENT PRODUCTIVITY PER EMPLOYEE

At the end of 2016, the merged company had 281 employees and the productivity per employee reached almost 160.000 euros, value very close to the maximum reached historically.

Internal productivity, which is the total amount produced, subtracted of subcontracting and divided by the average number of employees, reached 119.313 euros, slightly downwards (2%) in comparison to 2015.

159.431 euros

INTERNAL PRODUCTIVITY PER EMPLOYEE

119.313 euros

Evolution of Employment

Development of Productivity

(average number of employees at 30 June each year) | figure 4

(in euros per employee) | figure 5

281

170

185

145 235

167 135

156 447

159 431

2015

2016

121 352

197

131

2012

2013

2014

2015

2016

12 | TPF Planege Cenor - Consolidated Annual Report 2016

2012

2013

2014

MARKET TURNOVER

Fortunately, as shown in the chart there is a significant rise in the percentage of the Portuguese market that reached approximately 11% of the revenue.

Breakdown of turnover by market shows that the Group sells services to almost all continents with a high incidence in Africa (especially in the African Countries of Portuguese Official Language) and in the Maghreb, but not solely, Cameroon and Equatorial Guinea are also countries where we are present and where we want to increase our market share.

Trend in Turnover Outside National Territory of the Headquarters (% of Turnover) | figure 6 98%

96% 92%

89%

2012

2013

2014

2015

89%

2016

Breakdown of Turnover by Market (% of Turnover) | figure 7

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We assumed that 2016 was the year of the merger, 2017 will be the year of the consolidation and 2018 the year of the projection.

WORKS CARRIED OUT IN 2016

Some of the most significant works carried out in 2016 are listed below, grouped by discipline, namely: Buildings, Environment and Water, Energy and Transport Infrastructures.

Most of the design work, i.e. Studies and Designs, are carried out in Portugal, with local support from our permanent technicians in the countries where the projects are carried out.

On the other hand, most of Project Management and Supervision of Works are coordinated and carried out by technicians in the countries where the project is taking place, supported by the Group headquarters in Lisbon.

BUILDINGS

LACUSTRE CITY – VILAMOURA XXI, PORTUGAL

TPF Planege Cenor is developing the studies and designs of general infrastructures of Lacustre City Vilamoura XXI, promoted by Lusotur.

This tourist and residential real estate development is located next to Vilamoura Marina occupying an approximate area of 110 ha, and about 25% of this area is reserved for the construction of artificial lakes with the dual function of transport and leisure activities.

14 | TPF Planege Cenor - Consolidated Annual Report 2016

The scope of works covers the development of urban infrastructure designs, including earthworks for the construction of lakes and banks, a system of water renewal and circulation from lakes with captured water in Vilamoura Marina, flood protection works (deviation of Vale Tisnado stream, protection dam, dredging the stream of Quarteira and lakes spillway), road infrastructures, road and pedestrian bridges and also underground infrastructures. The project also included the conception of an underground parking and of buildings in the central island.

NEW HANGAR FOR PAINTING AIRCRAFT AT OGMA – INDÚSTRIA AERONÁUTICA DE PORTUGAL During 2016, the construction of the new hangar for painting civil and military aircraft, both small and large, on the premises of OGMA in Alverca was completed; the design and supervision of works were the responsibility of TPF Planege Cenor, in Consortium.

The work of our teams, during last year, focused on supervision of works and on health and safety coordination during the construction of this building with a floor area of 3900 m2.

With a total value amounting to approximately 8 million euros, this project is designed as a modern and unique investment in the Iberian Peninsula, which will allow the painting of two aircrafts at the same time.

BUILDING LOCATED AT RUA DE SÃO PAULO, Nº 260 A 264 - LISBOA, PORTUGAL

TPF Planege Cenor reinforces once again its portfolio in the field of buildings and urban rehabilitation with the works of refurbishment of a 5 storeys building located Rua de São Paulo, in Lisbon, for housing purposes.

This building imposes, due to its architectural value, the careful removal and rehabilitation of the different

elements of high patrimonial value such as tiles, floors, doors, pombal cages and wood trimmings as well as the

safeguard and recovery of the façades by means of the installation of shoring and containment systems of the façades.

Our teams have as mission the management and

supervision of the construction works and the health and safety coordination.

With a construction value superior to half a million euros, the works are expected to be finished within 10 months.

NATIONAL INSTITUTE OF BIODIVERSITY IN LUANDA ANGOLA Also in the sector of Construction Work Management and Supervision, the Ministry of the Environment entrusted TPF Angola, in partnership with our Portuguese teams, with managing and overseeing the construction works of the National Biodiversity Institute located in Kilamba, Luanda.

Lacustre City - Vilamoura XXI, Portugal

Edifício Sede do BPC em Luanda Consolidated Annual Report 2016 - TPF Planege Cenor | 15

Luanda Towers, Angola

This contract, which lasts 12 months, is financed by the AfDB (African Development Bank) under the Environmental Sector Support Project.

LUANDA TOWERS, ANGOLA

The year 2016 was marked by the conclusion of the Supervision and onsite Health and Safety Coordination of the Luanda Towers Enterprise, sponsored by VISTA CLUB - EMPREENDIMENTOS URBANOS, SA..

This project, which is estimated at about US$290 million, takes place in a total construction area of 120,000 m2, set in 7000 m2 of land. The building consists of a 7-storey building occupying the total area of the plot, two underground, two semi-underground and three above ground level, of which four will be occupied by parking and three by a shopping centre.

On top of this block there are 3 towers with 22 floors, 2 allocated for housing and 1 for aparthotels.

The provision of services includes, in addition to the Supervision and Health and Safety Coordination, the Coordination and Project Review, the Management and

16 | TPF Planege Cenor - Consolidated Annual Report 2016

Organisation of the Tenders and the Analysis of Proposals.

HOSPITAL OF THE SAFETY HOUSE OF PRESIDENT OF THE REPUBLIC OF ANGOLA

THE

During 2016 the construction works of the Hospital of the Safety House of the President of the Republic of Angola proceeded, which project, was prepared by TPF Planege Cenor, in partnership with TPF Angola, covering a construction area of approximately 29 000 m2 distributed for 4 floors.

The future Hospital is intended to be a benchmark in the area of Health in Angola, standing out due to the wide range of specialties and clinical services provided.

In this regard, the fields of Robotic Surgery, Radiotherapy and Nuclear Medicine are of particular importance, with innovative equipment being provided in the country, including a micro-cyclotron for the production of radiopharmaceuticals.

With a capacity of around 150 beds, of which 32 are dedicated to Intensive and Intermediate Care, the Hospital has 5 Operating Theatres, 2 Maternity Units, a Day Hospital, a Haemodialysis Centre, a training centre

for Robotic Surgery and a Histocompatibility Laboratory, located in adjacent buildings.

SIDI BEL ABBÈS RAILWAY STATION, ALGERIA

INDUSTRIAL CENTRES, ANGOLA

The building is made up of two floors, the first one designed for loading and unloading platforms for passengers, and public areas such as ticket offices, cafe, lobby and other spaces with public assistance functions. The personnel and administration areas are located on the second floor. Above these is the connecting bridge between the passenger platforms.

Design services and supervision have been an example of effective collaboration between TPF Planege Cenor and TPF Angola.

This is a contract that began in 2015 confirming the success of previous cooperation with the Angolan Ministry of Industry with the aim of promoting the country's industrialisation process.

During 2016, our teams continued their mission of developing Master Plan projects developed in previous years in the towns of Soyo (Province of Zaire), Malange (Province of Malange), Porto Aboim (Cuanza Sul), Massangano (Cuanza Norte), Negaje (Uíge) and Caála (Huambo).

The design team of TPF Planege Cenor, in partnership with TPF Angola, is also the author of the general designs of Architecture, Foundations and Structures, and Special Installations of the main supporting buildings.

The studies comprise the Preliminary Study and the Detailed Design of Architecture and of different engineering disciplines of the Sidi Bel Abbès railway station with a construction area of 8455 m2.

Located on the new double railway line of Oued Tlelat/Tlemcen, this station allows the intermodal connection to be established by its proximity to the tramway station, as well as its location in the area surrounding the bus stops and the car park, inserted in the studies of External Arrangements under this contract.

Also in the buildings sector, our teams started to supervise the renovation works of the Hotel Amaroua

Sidi Bel Àbbes Railway Station, Algeria Consolidated Annual Report 2016 - TPF Planege Cenor | 17

in 2016, a project which was also developed by TPF Planege Cenor in 2015.

These contracts reinforce the diversification of our presence in a country that has been a key market for TPF Planege Cenor.

AGA KHAN ACADEMY IN MAPUTO, MOZAMBIQUE

TPF Planege Cenor, in Consortium, participated in the development of the Aga Khan Academy Project in Maputo, including the technical assistance during the process of selecting the construction company and construction works for the prestigious Aga Khan Foundation.

This infrastructure is located in Matola and occupies an area of 22 ha, and in the initial stage it was designed to welcome 750 students from virtually all levels of education, from nursery, primary education, up until the end of secondary education. The facilities are planned and designed in such a way as to allow the future expansion of the teaching and residential areas for 1200 students, in the second stage, keeping the Academy operational.

Industrial Centres, Angola 18 | TPF Planege Cenor - Consolidated Annual Report 2016

The studies developed during the year 2016 include the Preliminary Design and the Detailed Design of Architecture, structures, other engineering disciplines of buildings and outdoor areas for teaching, housing, sports areas, and administrative and support services, in a total area of 28 000 m2 in the first stage of construction.

TECHNICAL ADVISORY IN PROJECT MANAGEMENT OF RESIDENTIAL PROJECT ZAPE 9A, MACAU

The Zape 9A1 and 9A2 residential project, located in Macao, China, comprises the construction of 339 apartments, 18 shops on the ground floor and parking for 226 parking spaces.

The project, with an area of 2320 m2 and a construction area of approximately 36 200 m2, involves the construction of 2 interconnected buildings, ranging from 23 to 26 raised floors and 4 underground floors.

Our subsidiary Cenor Macau is responsible for the Technical Advisory in Project Management, including coordination and technical engineering consultancy during the development of the Detailed Design,

Aga Khan Academy in Maputo, Mozambique

Residential Project ZAPE 9A, Macao

Procurement and Construction Management and Supervision.

Demonstrating the trust that the San You Building Development Company, Lda. has put in our teams, this entity also entrusted Cenor Macau with the Residential Development Project in Plot 135, Avenida do Dr. Rodrigo Rodrigues.

ISLANDS OF THE SEA OF MARMARA, TURKEY

Benefiting from a strategic location, Turkey is naturally one of the key pieces in the West-East link.

Through its local subsidiary, TPF Planege Cenor has proved to be worthy of the trust of our Clients, having developed an important Study and Design contract in 2016 for the designation of the Marmara Islands for the Municipality of Istanbul, in addition to its participation in the Public-Private Partnership Program (PPP) in the construction of two Health Campuses for the Ministry of Health.

the Sea of Marmara for the Municipality of Istanbul, with a total area of 1500 hectares, and a platform on the Black Sea coast, with a total area of 3900 ha.

This emblematic project, with a cost of approximately 1200 million euros, will be built using the soils and rocks from the excavation of the new Istanbul canal.

The scope of the works includes the architectural, technical and economic aspects. The mission of TPF Planege Cenor was developed in four stages: geotechnical conditions assessment, preparation of the master plan, estimate of the construction costs and economic feasibility analysis.

The studies are being carried out in partnership with the teams of our branch in Turkey, being an example of successful cooperation between the national and local teams.

During 2016 TPF Planege Cenor developed the Master Plan and Preliminary Study of three islands located in

Consolidated Annual Report 2016 - TPF Planege Cenor | 19

Environmental Profiles for 25 districts in the Zambezi Valley, Mozambique

WATER AND ENVIRONMENT HIDRAULIC CIRCUIT OF REGUENGOS DE MONSARAZ AND RESPECTIVE IRRIGATION BLOCK, PORTUGAL

STUDIES AND DESIGNS - WATER AND SANITATION FUND (FASA), CAPE VERDE

The Hydraulic Circuit of Reguengos purpose, which starts at Álamos/Loureiro channel and does the interconnection between Álamos and Loureiro dams, is to transport the necessary flow for the irrigation block of Reguengos and to reinforce the irrigation Perimeter of Vigia.

These works include four projects, three of which relate to WWTP and sanitation networks in three cities of the island of Santiago, Cidade Velha, João Teves and Pedra Badejo, and the fourth concerning the characterisation and study of tertiary treatment of wastewater of the Ribeira da Vinha on the island of S. Vicente.

EDIA – Empresa de Desenvolvimento e InfraEstruturas do Alqueva, S.A. entrusted TPF Planege Cenor, in Consortium, with the preparation of the Detailed Design and the Environmental Impact Study of the Hydraulic Circuit of Reguengos de Monsaraz and Respective Irrigation Block.

The studies include the primary irrigation network, secondary network, road network, drainage network, monitoring system, automation and remote management, Health and Safety Plan, Waste Prevention and Management Plan for Construction and Demolition, GIS and Expropriations.

20 | TPF Planege Cenor - Consolidated Annual Report 2016

Following on from the work carried out under the WASH Project in Cape Verde for the Millennium Challenge Account - Cape Verde II, TPF Planege Cenor, in a consortium, developed "Studies and Designs I within the Water and Sanitation Fund (FASA)".

The five-month studies were developed in three phases, including the phase of diagnosis and development of the design criteria, the Preliminary Design and the Technical and Financial Feasibility Study phases, and the development phase of the Detailed Design.

FASA, worth US$21 million, is part of the WASH design and aims to finance improvements in the water and sanitation sector infrastructure in Cape Verde, focusing on the projects, works and technical assistance for operators, with special emphasis for social and gender issues.

SURFACE WATER MOBILISATION PROJECT, CAPE VERDE

Completed in 2016, this study for the Ministry of Rural Development consisted of the evaluation of 21 potentially suitable sites for the construction of surface water retention dams for the construction of the corresponding irrigation systems in Cape Verde.

In a first phase, the 10 most suitable sites for the construction of the dams were selected and the respective Preliminary Studies were developed.

Subsequently, and based on the results obtained in the preliminary study phase, 5 sites were selected for the development of the Detailed Designs, including the respective Bidding Processes for the launching of tenders for construction contracts.

TPF Planege Cenor also continued to provide technical assistance for the construction of the Main Dam and its irrigation network on the island of Santiago.

WATER AND SANITATION MASTER PLANS OF THE ISLANDS OF SANTIAGO AND BOA VISTA, CAPE VERDE

The main objective of the Santiago and Boa Vista Water and Sanitation Master Plans were to develop two plans for the integrated management of the islands' water resources.

These plans contemplated the Strategic Environmental and Social Assessment with the objective of not only ensuring that environmental, social and gender sustainability issues were duly considered in the Plan's decision-making process, but also to identify guidelines to support their implementation, in order to maximize the benefits for a time frame of 25 years of study.

In the scope of these studies, the role of new projects for the mobilisation of raw water from the desalination Design I within the Water and Sanitation Fund (FASA), Cape Verde

Surface Water Mobilisation Study, Cape Verde

Consolidated Annual Report 2016 - TPF Planege Cenor | 21

Drinking Water Supply System of the City of Mongomeyen, Equatorial Guinea

of seawater and the storage of surface water deserved special attention.

The studies were completed during 2016.

DRINKING WATER SUPPLY SYSTEM OF THE CITY OF MONGOMEYEN, EQUATORIAL GUINEA

In order to ensure the water supply for a population of 11,050 inhabitants in the municipality of Mongomeyen and surrounding communities, construction began in 2016 on the drinking water supply system in the city of Mongomeyen, in the province of Wele-Nzas.

The works of the water supply system involve the construction of the water intake and its pumping system, the water treatment plant adduction pipe and the construction of the water treatment plant with a capacity of 2400 m3/day, an extension of 18 km, the respective home connections and a reservoir with a capacity of 1800 m3. The service to the population is carried out through the supply network comprising 500 household connections and 50 public fountains, and a connection to Mongomeyen International 22 | TPF Planege Cenor - Consolidated Annual Report 2016

Airport is also planned. The total length of the distribution and supply pipes is 60 km.

The construction of a building that will centralise the automated control of the entire system and an analysis laboratory for water quality control has also been planned.

The local teams of the TPF GE Ingenieria are in charge of supervising the construction works.

WATER SYSTEMS AND HOUSEHOLD CONNECTIONS UÍGE, ANGOLA

Awarded in 2013, the project “VERIFICATION OF THE PROJECT AND SUPERVISION OF WATER SYSTEM WORKS AND HOUSEHOLD CONNECTIONS OF UÍGE” continued in 2016. This is a work particularly complex by its insertion in a disordered and densely populated peri-urban area, but in the end will ensure the access to drinking water of the population in the old part of the city and of 11 peripheral neighbourhoods.

Financed by the World Bank and with a final construction value estimated at 7.5 million euros, this

Drainage System of Beira, Mozambique

Water Systems and Household Connections to Uíge, Angola

project foresees the execution of 160 km of HDPE pipes with diameters ranging from 63 mm to 630 mm and the supply of 9,400 Residential Connections and Garden Taps.

REHABILITATION OF THE WATER DRAINAGE SYSTEM OF BEIRA, MOZAMBIQUE

In January 2016, the 2nd Phase of the Feasibility Study, the Detailed Design and the Supervision of the "Rehabilitation of the Drainage System of the City of Beira" in Mozambique was started, regarding the Supervision of Construction Works.

This phase comprises the implementation of the total rehabilitation project for the A0, A2 and A4 Channels system and the partial rehabilitation of the A1 and A3 Channels with an extension of 9 km. In addition to these drainage structures, it is also planned to rehabilitate the Palmeiras Drainage and Control Stations EC1 and EC3, as well as the construction of EC2 Control Stations, EC4 and the Maraza Retention and Control Basin, with a storage capacity of 175,000 m3.

The Supervision Team is composed of 6 technicians and the service will last for 30 months, followed by a 12-month follow-up period.

DESIGNS AND HYDRAULIC WORKS IN MAPUTO, MOZAMBIQUE

The works of the project “Maputo Priority Drainage Works” continues in 2016. This Project began with a Feasibility Study concerning a set of rainwater drainage works to protect some critical areas. An Environmental Impact Study was produced, with an engineering solution being adapted that managed to avoid the need for the demolition of existing buildings, which otherwise would have required a Resettlement Plan for the affected populations.

The Final Design of the works to be undertaken has been completed, including the tender documents for the selection of a contractor, giving rise to the phase of supervision, whose responsibility is also of the Consortium led by TPF Planege Cenor. An 18-month duration is expected for the construction works, followed by a 12-month monitoring period.

Consolidated Annual Report 2016 - TPF Planege Cenor | 23

This project, funded by the World Bank, is part of a wider program of climate change mitigation and adaptation interventions, in order to minimize economic and social effects resulting from intense and short- and medium-term rainfall phenomena.

Our teams were also responsible for the Maputo water supply system design, for the construction and rehabilitation of the distribution network of approximately 350 km of pipes, in order to increase the adduction capacity, the reduction of unaccounted-for water and the rehabilitation, strengthening and extension of the distribution network, and the water supply to peri-urban areas. The construction works and technical assistance ended in 2016.

CHARACTERISATION OF THE ENVIRONMENTAL PROFILES FOR 25 DISTRICTS IN THE ZAMBEZI VALLEY, MOZAMBIQUE Continuing the studies for the Zambezi Valley Development Agency, in particular the preparation of the Special Plans for Spatial Planning for the Province of Tete and part of the Zambezi Basin, TPF Planege Cenor, in partnership with TPF Mozambique, signed a

new contract in 2016 for carrying out Environmental Profile characterisation studies in 25 districts of the Zambezi Valley.

These studies, with an area of intervention of 220 000 km2 (about 30% of the country) and with a planned duration of 6 months, aim to prepare guidance documents for the implementation of the regional development policies for the Zambezi Valley. The main national and regional planning tools and decision support in planning and management processes.

MESSALO AND MOZAMBIQUE

LĂšRIO

RIVER

BASIN

PLANS,

In the scope of territorial planning, the National Directorate of Water Resources assigned the TPF Consortium the development of the Messalo River Basin Plan in 2016.

With an intervention area of 24 437 km2, this work consists of the development of an Integrated Management Plan of the Messalo River Basin, contemplating flood and drought management strategies, with the intention of improving the socioeconomic level of the communities.

Messalo and LĂşrio River Basin Plans, Mozambique

24 | TPF Planege Cenor - Consolidated Annual Report 2016

This basin faces south with the LĂşrio River Basin, whose Hydrographic Basin Plan was the subject of another contract financed by the World Bank and in progress by TPF Planege during 2016.

With an intervention area of around 60 800 km2, LĂşrio River Basin Plan has the definition of the strategy for sustainable social, economic and environmental development of the basin as its main objective, where the component of training of technicians who will be responsible in the future for the implementation and management of the plan, assumes special emphasis.

WATER DISTRIBUTION NETWORK OF DAR ES SALAAM, TANZANIA In Tanzania, 2016 was marked by the development of the project to expand the water distribution network and its household connections in Dar Es Salaam, with the aim of serving a population of 11.3 million by 2032.

Dar es Salaam is the largest urban centre in Tanzania and in the last decade it has been witnessing one of the fastest growing urban developments in sub-Saharan Africa. The studies cover the city of Dar es Salaam and peripheral districts in an area of 310 000 ha.

The Dar es Salaam Water & Sewerage Authority (DAWASA), which has an estimated total investment value of around US$650 million, included the extension of the distribution network by 2000 km in order to increase the area Service coverage.

The studies, developed in accordance with the World Bank's Guidelines, included the revision of the Master Plan, hydraulic modelling studies and topographic studies, Detailed Design of the distribution network and household connections, and development of the tender process for the construction contract.

It is a market with good potential to expand our business and is where we will continue to focus our efforts to acquire new business opportunities.

DRAINAGE SYSTEM OF PANTE MACASSAR, EAST TIMOR

Under the Strategic Development Plan 2011-2030, the Government of East Timor contracted TPF Planege Cenor to prepare the Pante Macassar Rainwater Drainage System Design.

Our teams were responsible for the preparation of the studies and rehabilitation design for the existing urban rainwater drainage network and the new network to be built, in an intervention area of approximately 1000 ha, including topographic, hydrological and development studies of the Drainage Basins Masterplan of Pante Macassar.

In 2016, TPF Cenor Timor was created, installed in a market of great importance, due to business opportunities in a Portuguese-speaking country where we want to be present and well referenced, as well as the proximity to other neighbouring countries that may provide new opportunities for geographical expansion to our activity in the Far East.

Water Distribution Network of Dar Es Salaam, Tanzania

Consolidated Annual Report 2016 - TPF Planege Cenor | 25

Railway Section Mangualde – Guarda, Railway Line of Beira Alta, Portugal

TRANSPORT INFRASTRUCTURES

MODERNISATION OF THE RAILWAY MANGUALDE – GUARDA, PORTUGAL

SECTION

The company Infraestruturas de Portugal entrusted Consórcio, led by TPF Planege Cenor with the Feasibility Study, Preliminary Study, Environmental Impact Study, Final Design and Recape (Environmental Compliance Report of Project’s Final Design) for the Modernisation of the railway section Mangualde Guarda, railway line of Beira Alta, with an extension of 73 km.

The studies, estimated to last 14 months, include the drawing up of the design, with a view to eliminate capacity constraints at the infrastructure level, the adjustment of Stations that will allow trains cross with 750 m long and will ensure the interoperability to the Trans-European transport network.

These works are part of the Modernisation Project of Beira Alta Railway Line between Pampilhosa and Vilar Formoso (Border), to strengthen the railway link between the Portuguese northern and central regions and Europe, in order to enable an efficient rail freight 26 | TPF Planege Cenor - Consolidated Annual Report 2016

transport, enhancing Portuguese economy.

competitiveness

of

the

EN/ER 218 - BRIDGE ON THE RIVER MAÇÃS AND ROAD ACCESS, PORTUGAL

During 2016, the Road Access Study to the new Bridge on the River Maçãs was developed for the company IPInfraestruturas de Portugal S.A.. This design included the road and structural studies of the by-pass of EN 218 main road, which connects Miranda do Douro and Bragança over a distance of around 3.0 km, crossing the River Maçãs Valley. Taking into account the steep topography of this valley, most of the geometric design has been developed at the expense of engineering structures, in particular a bridge and a viaduct with lengths of 850 m and 230 m, respectively.

The bridge on the River Maçãs deserves special mention because it has a maximum span of 180 m and a maximum pillar height of approximately 130 m.

SUBCONCESSIONS OF THE SOUTHERN ALENTEJO AND ALGARVE COASTLINE, PORTUGAL Also in the domain of management and supervision of works, TPF Planege Cenor continued during 2016 to ensure its presence in the construction of two important national road infrastructures, the Southern Alentejo Subconcession and the Subconcession of the Algarve Coastline.

The Southern Alentejo subconcession is made up of 342 km of road sections for construction, maintenance and exploitation, of which 68 km are toll roads, and it is part of the A26/IP8 between Roncão and Beja, linking the districts of Setúbal and Beja.

The Algarve Coastline Subconcession, which is developed in the Faro district, consists of 118 km and covers the rehabilitation, improvement and exploitation of the road EN/ER125, between Vila do Bispo and Faro, and the construction of by-passes in Lagos, Troto and Faro.

Through our contract with Infraestruturas de Portugal, SA, our teams have the mission to manage and

supervise the construction works, including the onsite health and safety coordination, by mid-2017, when the Construction contracts are expected to be concluded.

ENLARGEMENT AND UPGRADING OF THE A1 NORTHERN HIGHWAY, ALBERGARIA / ESTARREJA SECTION, PORTUGAL In the domain of road infrastructures, BRISA has assigned TPF Planege Cenor the Final Design for the Enlargement and Upgrading of the A1 - Northern Highway, Albergaria / Estarreja Section, for an extension of 11 km, including the geometric adaptation of both entry and exit branches of the A1 from the Interchange of Albergaria and the Service Area of Antuã and the complete Improvement of the Interchange of Albergaria.

The Design, with a total duration of 8 months, included the Road Study and the Topography works and Geological-Geotechnical Investigations to characterise the existing pavements, aiming at the definition of solutions for the introduction of the cross-road section compatible with the future enlargement to 2x4 lanes.

Subconcession of the Algarve Coastline, Portugal

EN/ER 218 - Bridge on the River Maças and Road Access, Portugal

Consolidated Annual Report 2016 - TPF Planege Cenor | 27

Railway Line Annaba-Ramdane Djamel, Algeria

RAILWAY ALGERIA

MANAGEMENT

AND

SUPERVISION,

With a strong presence at the Algerian market, TPF Planege Cenor, in conjunction with TPF Algérie, continued to ensure in 2016 the maintenance of several contracts in the transport sector, namely in the domain of Railways.

Working in this area in Algeria since 2008 with a contract for the supervision and coordination of renovation works on the Annaba-Ramdane Djamel line, in the intervening years TPF Planege has created a solid image of technical expertise and cooperation within the ANESRIF, being entrusted with successive contracts. In 2016 we were present in the execution of four major railway designs, totalling a length of around 700 km, namely the railway lines of Annaba-Ramdane Djamel, Relizane-Tiaret-Tissemsilt, Oued TlelatTlemcene, and a mine railway East – Lot 3.

RAILWAY STUDIES AND DESIGNS, ALGERIA

Also in the domain of railway Studies and Designs, we continued to ensure the maintenance of the ongoing 28 | TPF Planege Cenor - Consolidated Annual Report 2016

contracts (in consortium), particularly in the development of three final designs of new railway lines for COSIDER, one of the major state-owned public works enterprises.

The Ksar El Boukhari-Boughzoul and Boughzoul-Djelfa lines, with a total length of 180 km, are part of the South/East connection design, which will offer rail access for people and goods to inland areas of the country.

The design to renovate and duplicate the Beni Mansour-Bejaia line over a distance of 87 km will allow passenger trains to travel at 180 km/h and freight trains at 100 km/h, and will be one of the key factors in the development of the port of Bejaia. This study is developed under particularly demanding conditions and the phasing of construction is complex, given that rail traffic will not be interrupted during the execution of the works.

PROJECT REVIEW OF ALGIERS RING ROAD, ALGERIA

The works of verification/validation for the final design (“good for construction”) carried on in 2016 of the 4th Ring-road of Algiers over a distance of 33 km.

Services include the validation of all quality assurance procedures and verification of the calculation criteria and technical content of around 4,000 plans and technical specifications produced by the design office and the preparation of the work of Condotte SpA, in its capacity as company in charge of the detailed design and general contractor of this work.

The high rate of production of the plans for the work, and the number and geographical diversity of the stakeholders, obliged us to implement a computerised control system for monitoring and sharing documents, and the respective security protocols for approving and issuing requests for amendment.

EXPLOITATION FACILITIES AND EQUIPMENT OF THE EAST-WEST HIGHWAY - CENTRAL AND WEST LOTS, ALGERIA

In the domain of road infrastructures in Algeria, TPF Planege Cenor, in partnership with our Algerian teams, is developing the Final Design for thirty-three Toll Booths and more than a hundred facilities and

exploitation equipment in the Central and West Lots of the East-West Highway, with a total length of 700 km.

These are two distinct contracts, whose clients are the largest Algerian construction company for the Central Lot, COSIDER Travaux Publics, and for the West Lot, one of the reference companies in Portugal in the construction sector, TEIXEIRA DUARTE - Engenharia Construções, SA. Works in the Central Lot, which crosses the provinces of Bordj Bou Arréridj, Bouira, Boumerdes, Alger, Blida, Ain Defla and Chlef over 367 km in the north of Algeria, includes the design of 18 Toll Booths, 7 Maintenance Centres, 20 Rest Areas and 10 Service Areas, with a total of 55 facilities. Our teams have the task of developing the studies of earthworks, pavements and geometric design of roads and general infrastructures.

Works in the West Lot, which crosses the provinces of Relizane, Mascara, Sidi Bel Abbès and Tlemcen for 330 km, includes the development of the Projects of 15 Toll Booths, 7 Maintenance Centres, 22 Rest Areas and 13 Service Areas, with a total of 57 facilities. Our teams have the task of developing the studies of earthworks,

Exploitation Facilities and Equipment of the East-West Highway – Central and West Lots, Algeria

Consolidated Annual Report 2016 - TPF Planege Cenor | 29

Expansion of the Subway Network of the City of Algiers - Extension E: El Harrach – Airport, Algeria

pavements and geometric design of roads, general infrastructures, as well as the studies of architecture and other disciplines of building engineering.

EXPANSION OF THE SUBWAY NETWORK OF THE CITY OF ALGIERS, ALGERIA

COSIDER Travaux Publics, through a contract with Entreprise Metro d'Alger (EMA), the entity responsible for operating the subway network of the capital, entrusted TPF Planege Cenor, in Consortium, with the preparation of designs for the execution of two sections of the subway network of the city of Algiers, with a total value of 7.8 million euros.

The first design, called Extension E: El Harrach Airport will allow you to complete the emblematic metropolitan connection between the city centre and its airport. Our mission includes developing the final design of all the civil works of a tunnel 9 km in length, to be constructed with the use of a tunnelling machine, and of 9 stations and 10 ventilation shafts. The overall duration of the contract is 60 months.

The second design, Extension F: Ain Naadja - Baraki, will allow the connection to the railway network at Gue 30 | TPF Planege Cenor - Consolidated Annual Report 2016

de Constantine and at the future intermodal station.

Our mission includes developing the final design of all the civil works of a tunnel 1.6 km in length, constructed by the traditional method, and of a ventilation shafts.

The overall duration of the contract is 34 months.

This mission resumes other works developed in previous years for the expansion of the Algiers subway, namely the extension of 1750 m to the North of Line 1 that crosses the centre of the city in the historical zone.

MODERNISATION OF RAILWAY LINE NO. 18 KUTNOPILA, POLAND

The aim of the design is to modernise the technical conditions of the 247-km electrified double-track line located in the region of Lodz Kujawy-Pomerania and Wielkopolska, enabling the original operating parameters to be restored.

More precisely, it involves improving the technical conditions of the line connection, over a distance of 50 km, from the cities of Bydgoszcz and Torun (part of the Metropolitan Area of Bydgoszcz-Torun), which will benefit the efficiency of rail transport in this section

with the elimination of speed limits resulting from the poor state of repair of the infrastructure. The modernisation will not only allow passenger trains to travel at 120 km/h and freight trains at 100 km/h, but it will also ensure users a high level of reliability and comfort, while extending the service life of the network.

It should be noted that improving the quality of the line connection is an important element of integration in urban transport. Our technicians have been managing and administrating the project and construction contract (under FIDIC conditions) during 2016.

Other examples of success of the cooperation of TPF Planege Cenor with our local partnership of TPF Group are the supervision contracts of road nº 732 Stary Gózd - Przytyk and Warszawa - Góra Kalwaria, in the domain of road infrastructures.

TECHNICAL ASSISTANCE AND SUPERVISION OF THE SINAIA SETTLEMENT, JUDETUL PRAHOVA, ROMANIA

As in the Polish market, TPF Planege Cenor comtinues to cooperate with TPF Romania, through its technical

and curricular skills, however, the majority of works are carried out by the local company of the TPF Group. in 2016 we have ensured the continuity in the partnership, namely in the Rehabilitation Design of 11 Streets in Bucharest and in the Expansion and Rehabilitation of the Water Supply and Sewerage System in Prahova.

The Expansion and Rehabilitation of the Water Supply and Sewerage System in Prahova is a Project funded by the European Union Cohesion Fund and co-financed by the Romanian Government and local funds, with the beneficiary of the work being SC Hidro Prahova SA. The works are divided into 2 Service Contracts (Technical Assistance for the design, management and supervision of Works) and 9 Works Contracts.

The CS2 “Technical Assistance and Supervision of the Sinaia Settlement, Prahova” Contract for Services has three components, namely (i) the Project, which involves updating the existing Feasibility Study and technical documentation in order to obtain the

Railway Line n.º18 Kutno-Pila, Poland

Consolidated Annual Report 2016 - TPF Planege Cenor | 31

Construction and Rehabilitation of Roads in the District of Oecusse, East Timor

Planning Certificate, Notices and Construction Permit, preparation of the Technical Design and Execution Details; (ii) Management component, which involves the preparation of the acquisition data sheet and tender specifications, ensuring the support of the Contracting Authority; (iii) and the Supervision component, which entails the supervision of implementation of the works under the CL4 “Expansion of the Sewerage and Sewer System in Azuga, Busteni, Sinaia, in Prahova".

The CL4 Works Contract includes works to extend the existing 26.585-kilometre-long wastewater collection system in Azuga, Buşteni (including Poiana Tapului) and Sinaia, the hydraulic rehabilitation of the existing 4.716-km-long sewers in Azuga, Busteni and Sinaia (modernisation of pipelines with a diameter of DN 250 to DN 1000) and 15 new pumping stations for Azuga, Buşteni and Sinaia with a new 4.050-km-long discharge pipeline.

32 | TPF Planege Cenor - Consolidated Annual Report 2016

CONSTRUCTION AND REHABILITATION OF ROADS IN OECUSSE, EAST TIMOR

In 2016, TPF Cenor Timor was also responsible for the supervision of a set of road infrastructures in the Oecusse enclave, promoted by the Government as a Special Economic Zone.

Our local teams have supervised the construction and rehabilitation of the Oecusse district roads, included in the infrastructure development plan of the East Timor Special Market Social Economy Zone.

This contract, with a total estimated duration of 33 months and under the responsibility of the Directorate of Roads, Bridges and Flood Control, comprises the supervision of several roads for a total of 50 km, including several bridges.

This contract is part of the East Timor Strategic Development Plan, which provides for the construction and maintenance of a range of infrastructures that are essential to the economic and social development of the country.

ENERGY HYDROPOWER CAMEROON

Hydropower scheme of Bini in Warak, region of Adamaoua, Cameroon

SCHEME

OF

BINI

IN

WARAK,

TPF Planege Cenor is the leader of the consortium in the contract of technical assistance for the Construction Owner and inspection of the construction of the Hydropower Scheme of Bini in Warak, in the Adamaoua region in Cameroon, the works of which are scheduled to end in the year 2022.

This important contract, under the responsibility of the Ministry of Water and Energy, includes the construction of the dam, with a storage capacity of 603 hm3, the construction of the hydroelectric power station with an estimated production capacity of 75 MW, the construction of a 225 kV high voltage line, the construction of the rural electrification system, and the rehabilitation and construction of access roads to the project site, with a total value of more than 350 million euros.

The construction of this infrastructure will also imply the resettlement of the communities affected by the project's implementation, including the construction of

the respective resettlement infrastructures, this component being reflected in the Environmental and Social Management Plan of the Works.

Also, in the north of the country, we continued to collaborate with our partners of TPF Setico Ingénierie, overseeing the rehabilitation work on the irrigated perimeters, Maga & Logone and Mayo Vrick dams.

HYDROPOWER ANGOLA

SCHEME

OF

CACULO

CABAÇA,

In 2016, TPF Planege Cenor carried out a review of the technical methodology for the construction of the Caculo Cabaça Hydropower Scheme in Kwanza River, through the contract established with the consortium China Gezhouba Group Corporation (CGGC) and Niara Holding, within the scope of the Construction-Project Contract (EPC) established between this Consortium and the Angolan government.

This is a structuring and priority project included in the "Angola Energy 2025" Strategic Program, similar to other contracts developed in previous years regarding Consolidated Annual Report 2016 - TPF Planege Cenor | 33

Hydropower Scheme of Caculo Cabaça, Angola

the technical and economic feasibility studies of 25 hydroelectric projects in this country.

The scheme, which uses a 215 m net head between the reservoir and the outlet works, downstream from the natural falls of Caculo Cabaça, is formed by a concrete dam with 103 m of maximum height and 553 m of crest, storing a total volume of about 440 million m3, in addition to a hydroelectric power station and a hydraulic circuit.

The hydraulic power supply circuit of the turbines consists of a water outlet in the reservoir, about 2.4 km upstream of the dam's left encounter, an adduction circuit with four tunnels of 9 m in inner diameter and 300 m in length, covered with reinforced concrete, a 26.5 m wide cavern power plant, 221 m in length and 68 m in height and two tailrace tunnels of 16 m, approximately 5150 m in length, also covered with reinforced concrete.

After completion of the works, which are scheduled to last 80 months, this infrastructure will have an installed power of 2100 MW and will contribute

34 | TPF Planege Cenor - Consolidated Annual Report 2016

Remodelling of the National Transport Network of Electrical, Portugal

significantly to the government's target for energy generation capacity by 2025.

The project also includes a second hydroelectric plant at the foot of a dam designed to turbine an environmental flow of 60 m3/s, and two substations of 400 kV and 220 kV. REMODELLING OF THE NATIONAL TRANSPORT NETWORK OF ELECTRICAL ENERGY, PORTUGAL Through its contract with REN - Rede Eléctrica Nacional, TPF Planege Cenor, in Consortium, is responsible for overseeing Quality, Environment and Safety aspects of the construction and the remodelling of several national energy infrastructures located in the north of Portugal.

The works contemplate the installation of the Line of Alto Rabagão - Frades, at 150 kVA, with a length of approximately 15 km, as well as the remodelling of the substations of Riba d'Ave, Recarei, Canelas, and Santa Maria da Feira. The works, with a scheduled duration of 9 months, should be completed by mid-2017.

On 1 January 2017, TPF Planege Cenor Group was born, with about 400 employees, operating in more than a dozen markets, in addition to the Portuguese market.

OUTLOOK FOR 2017

The year 2017 will be a difficult year because strategically we will have to decrease the invoicing for the Country where we receive more, that is Angola. If in Portugal we intend to compensate for this loss of invoicing with work for other countries, namely Cameroon, Timor and Macau, the turnover of our subsidiaries in Angola will be significant in terms of consolidated accounts and will surely imply a reduction in the consolidated invoicing of the order from 10% to 12%, with EBITDA also falling from 14% to 10% of revenues.

It is thus a transition phase, at the level of export markets. We are relying on attenuation, with the support of the improvement of the Portuguese market economy, which will generally increase from 11% to around 18% to 20% of billing.

This improvement should bring us less pressure at the treasury level, because in foreign markets it is

increasingly difficult to ensure that our service is paid in euros, with an increasing tendency to be paid in local currency, the conversion to euros thus being a burden on us.

For all intents and purposes, this first year of full merger of the two companies will also be a year of great hope and insight for the future.

The technical capacities of TPF Planege Cenor and its subsidiaries are hardly comparable to the national market and have even achieved a European reference potential, reinforced by our association with the TPF Group, which represents an annual turnover of 250 million euros and with a capacity of 4500 people.

It is thanks to this strengthening of our technical skills that we are convinced that this period of a certain stabilisation in growth will be compensated by other more active zones of the globe.

Consolidated Annual Report 2016 - TPF Planege Cenor | 35

COMPULSORY LEGAL PROVISIONS

In compliance with the required legal provisions, please note that as of 31 December 2016, there were no taxes payable to the State or Social Security payable.

CLOSING REMARKS

The Board of Directors wishes to thank the effort and dedication of all employees of the Company, the loyalty of its Customers and Suppliers, and the support from official bodies and banks, as well as the Board of the Shareholders General Meeting and the Statutory Auditor.

Lisbon, 4 April 2017

36 | TPF Planege Cenor - Consolidated Annual Report 2016

THE BOARD OF DIRECTORS

Pedro Alexandre de Pinho Tavares, Chairman

Jorge Maurice Banet Nandin de Carvalho, CEO

António Manuel Rebocho Pessoa Vaz, Voting Member

José António Mateus de Brito, Voting Member

António Rui Dias Rodrigues Baptista, Voting Member

José Pedro Correia Colunas Pereira, Voting Member

Carla Sofia Albuquerque da Silva Cascais, Voting Member

Pedro Castro e Silva Palma e Santos, Voting Member

Carlos José de Oliveira Baião, Voting Member

Rui Pedro Manuel Costa Fortes Monteiro, Voting Member

Fernando José Mena Gravito, Voting Member

Thomas François Hervé Spitaels, Voting Member

João Paulo Tavares Carvalho, Voting Member

Vitor Manuel Teixeira da Fonseca, Voting Member

Jorge Manuel Sampaio da Novoa de Mello Vieira, Voting Member Consolidated Annual Report 2016 - TPF Planege Cenor | 37

CONSOLIDATED FINANCIAL STATEMENTS

38 | TPF Planege Cenor - Consolidated Annual Report 2016

CONSOLIDATED BALANCE SHEET Captions

Currency: Euros Notes

31/12/2016

31/12/2015

ASSETS: Non current: Tangible fixed assets Goodwill Intangible assets Financial holdings - equity method Financial holdings - other methods Other financial assets Deferred tax assets Current assets: Trade debtors State and other public bodies Shareholders Other accounts receivable Deferrals Other financial assets Cash and bank deposits

6 8 9 10 11 11 12

13 19 13 13 14 11 4

Total Assets

321 950,49 180 297,47 159 647,12 64 581,85 85 872,83 161 250,70 162 173,68

251 054,06 245 527,90 111 330,02 40 581,93 7 855,19 41 277,69

1 135 774,14

697 626,79

29 440 065,16 86 897,66 6 900 122,33 6 538 482,48 557 390,84 2 157 571,21 10 769 401,14

19 972 243,12 808 744,48 2 486 854,53 471 299,77 2 211 621,77 7 462 682,54

56 449 930,82

33 413 446,21

57 585 704,96

34 111 073,00

3 384 953,00 24 519,16 2 819 073,19 833 138,30 328 177,73 15 250 450,85 30 568,94 (2 085 437,79) 3 874 746,66 196 583,18

1 524 600,00 443 263,03 123 186,59 3 836 584,53 (271 482,17) 4 168 496,52 17 593,17

24 656 773,22

9 842 241,67

385 405,58 5 328 056,08 25 232,78 645 203,92 36 527,18

313 565,40 2 486 108,08 25 232,78 631 935,04 -

6 420 425,54

3 456 841,30

6 950 613,84 45 679,57 1 880 926,41 250,30 9 745 422,39 7 556 041,92 329 571,77

4 786 168,99 1 320 970,24 1 253 576,72 4 469 522,90 5 578 281,38 3 403 469,80

26 508 506,20

20 811 990,03

32 928 931,74 57 585 704,96

24 268 831,33 34 111 073,00

EQUITY: Capital Other equity instruments Share premiums Legal reserves Other reserves Retained earnings Adjustments on financial assets Other variations in equity Net profit for the period Minority interests

15 15 15 15 15 15 15 5

Total Equity LIABILITIES: Non current liabilities: Provisions Loans Deferred tax liabilities Advances of trade debtors Other payables Current liabilities: Suppliers Advances of trade debtors State and other public bodies Shareholders Loans Other payables Deferrals

Total Liabilities Total Equity and Liabilities

THE CHIEF ACCOUNTANT

16 17 12 18 18

17 18 19 17 18 14

THE BOARD OF DIRECTORS

Consolidated Annual Report 2016 - TPF Planege Cenor | 39

CONSOLIDATED INCOME STATEMENT BY NATURE Currency: Euros Income and expenses Turnover Operating subsidies Gains/losses of subsidiaries, associates and joint ventures Subcontracts Supplies and services Personnel expenses Imparity of receivables (losses/reversals) Provisions (increases/reductions) Impairment of depreciable/amortisable investments (losses/reversals) Increases/reductions of fair value Other income and expenses Other expenses and losses

Notes 20 21 22 22 23 13 16 27 13 24 25

Earnings before depreciation, loans and taxes (EBITDA) Depreciation and amortisation expenses / reversals

26

Earnings (before interest and taxes) (EBIT) Interest and similar expenses

28

Earnings before tax (EBT) Net profit for the period

12

Net profit for the period Minority interests Earnings of the parent company

THE CHIEF ACCOUNTANT

40 | TPF Planege Cenor - Consolidated Annual Report 2016

5

31/12/2016

31/12/2015

41 810 882,15 77 597,82 1 332,97 (11 257 632,87) (7 880 138,58) (13 999 556,68) (981 275,62) (3 812,01) (65 300,80) (1 902,80) 2 894 608,23 (4 343 338,48)

26 082 235,37 (6 926 360,16) (5 104 895,41) (7 305 417,05) (635 190,10) (123 565,40) (86 122,83) 882,65 4 739 206,25 (4 359 268,79)

6 251 463,33

6 281 504,53

(294 045,52)

(249 458,51)

5 957 417,81

6 032 046,02

(314 152,70)

(138 972,08)

5 643 265,11

5 893 073,94

(1 742 072,05)

(1 710 214,47)

3 901 193,06

4 182 859,47

(26 446,40)

(14 362,95)

3 874 746,66

4 168 496,52

THE BOARD OF DIRECTORS

STATEMENT OF CHANGES IN EQUITY Currency: Euros

Consolidated Accounts Captions

Notes

Position on 01-01-2015

Paid-up capital

Other equity instruments

1 524 600,00

Share premiums

Legal reserves

Other reserves

118 267,47

Adjustments to financial assets

Retained earnings

-

-

301 366,27

2 368 272,65

-

4 919,00

66 835,29

-

-

-

4 919,00

66 835,29

Other variations in equity -

Net profit for the period

Minority Interests

Total

Total Equity

19 831,70

2 652 173,88

6 984 511,97

5 430,87

6 989 942,84

(291 314,00)

-

(219 559,71)

-

(219 559,71)

(291 314,00)

-

(219 559,71)

-

(219 559,71)

Net profit for the period

4 168 496,52

4 168 496,52

14 362,95

4 182 859,47

Total profit

4 168 496,52

3 948 936,81

14 362,95

3 963 299,76

Changes in the period Other changes recognised in equity

-

Operations with equity holders for the period Capital increases Distributions Other operations

Position on 31-12-2015

Captions

Notes

Position on 01-01-2016

-

-

-

-

141 897,00 141 897,00

-

1 401 476,88 1 401 476,88

-

1 524 600,00

-

-

443 263,27

123 186,47

3 836 584,82

-

Paid-up capital

Other equity instruments

Share premiums

Adjustments to financial assets

Legal reserves

Other reserves

Retained earnings

443 263,27

123 186,47

3 836 584,82

3 956 953,25

1 524 600,00

-

-

211 543,27

-

-

-

-

-

(120 906,00)

-

-

-

211 543,27

(120 906,00)

- (2 652 173,88) (1 108 800,00) - (2 652 173,88) (1 108 800,00)

-

(271 482,30)

Other variations in equity

4 168 496,52

Net profit for the period

- (1 108 800,00) (2 201,00) (2 200,93) (2 201,00) (1 111 000,93)

9 824 648,78

17 593,17

Minority Interests

Total

4 168 496,52

9 824 648,78

(4 168 496,52)

-

9 842 241,67

Total Equity

-

(271 482,30)

17 593,17

9 842 241,95

250 544,30

-

(1 345 454,10)

- (1 215 815,80)

5 128,33 (1 210 687,47)

4 207 497,55

-

(1 345 454,10) (4 168 496,52) (1 215 815,80)

5 128,33 (1 210 687,47)

-

-

Changes in the period Distribution of net profit for the period that ended on 2015 Other changes recognised in equity

Net profit for the period

3 874 746,66

3 874 746,66

26 446,40

3 901 193,06

Total profit

(293 749,86)

2 658 930,86

31 574,73

2 690 505,59

-

12 531 010,40 (554 400,00)

147 415,28 -

12 531 010,40 147 415,28 (554 400,00)

Operations with equity holders for the period Merger Capital increases Distribution of earnings

Position on 31-12-2016

15 15

891 660,00 968 693,00 -

24 519,16 -

2 819 073,19 -

178 331,76 -

325 897,26 -

1 860 353,00

24 519,16

2 819 073,19

178 331,76

3 384 953,00

24 519,16

2 819 073,19

833 138,30

THE CHIEF ACCOUNTANT

8 729 461,48 (968 693,00) (554 400,00)

30 568,94 -

(468 501,39) -

325 897,26

7 206 368,48

30 568,94

(468 501,39)

-

11 976 610,40

147 415,28

12 124 025,68

328 177,73

15 250 450,85

30 568,94

(2 085 437,79)

3 874 746,66

24 460 190,04

196 583,18

24 656 773,22

THE BOARD OF DIRECTORS

Consolidated Annual Report 2016 - TPF Planege Cenor | 41

CONSOLIDATED CASH FLOW STATEMENT Currency: Euros Notes

Captions

31/12/2016

31/12/2015

Cash flow from operating activities - direct method 35 989 231,68 (18 602 486,40) (13 999 556,68)

Customer receipts Payments to suppliers Payments to empployees Cash generated by operations Payment/receipt of income tax Other receipts/payments Cash flow from operating activities (1)

21 898 564,21 (11 327 564,78) (7 305 417,05)

3 387 188,60

3 265 582,38

(1 742 072,05) (6 189 415,92)

(1 710 214,47) (5 777 801,54)

(4 544 299,37)

(4 222 433,63)

Cash flow from investing activities Payments in respect of: Tangible fixed assets Intangibe assets Financial investments Other assets Receipts from: Financial investments Other assets Cash flow from investing activities (2) Cash flow from investing activities Receipts from: Loans Other financing operations Payments in respect of: Loans Interest and similar expenses Dividends Cash flow from investing activities (3) Changes in cash and equivalents (1+2+3) Effect of exchange rate variation Cash and equivalents at the beginning of the period Cash and equivalents at the beginning of the period

4 a) 4

(103 601,33)

27 279,34

(14 514,29) 899 225,46 -

(229 955,67) (2 222 895,15) (221 761,00)

1 332,97 565 375,14 1 347 817,95

(2 647 332,48)

6 545 124,25 -

5 456 352,71 1 931 121,19

(3 899 872,04) (314 152,70) 2 331 099,51

(138 972,08) (1 108 800,00) 6 139 701,82

(865 381,91) 11 634 783,05 10 769 401,14

(730 064,29) 8 192 746,83 7 462 682,54

a) Cash and cash equivalent balances at the beginning of 2016 corresponds to the value of cash balance at the end of 2015, plus cash balance and bank deposits of the merged Company Cenor with reference to 01.01.2016, in the value of 4.172.100,51 ₏, as TPF Planege’s Consolidated financial statements for 2015 were not restated.

THE CHIEF ACCOUNTANT

42 | TPF Planege Cenor - Consolidated Annual Report 2016

THE BOARD OF DIRECTORS

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - 31 DECEMBER 2016 -

1.

INTRODUCTORY NOTE

TPF Planege Cenor - Consultores de Engenharia e Gestão, S.A. ("Group") consists of TPF Planege Cenor Consultores de Engenharia e Gestão, S.A. ("Company") and subsidiaries (Note 5).

The Company has developed its activities in the fields of engineering and architecture and project management,

namely: a) studies, designs, consultancy, audits and technical assistance; b) technical management, management, coordination, monitoring and supervision of works; c) architectural and engineering design review; d)

management, exploitation and maintenance of systems and facilities; e) general quality management of

construction projects; f) geographic information systems, urban and rural registries and agricultural and forestry

inventories; g) safety audits; h) the preparation of regional and sectoral development plans; i) health and safety

coordination during design and construction; j) professional training; k) technical assistance and industrial turnkey projects; l) development of social, economic, financial and management studies; m) preparation of studies

and designs and analysis of undertakings; n) environmental studies, monitoring, management and assessment; o) accreditation, certification and validation of processes and equipment.

Positioned within an international consultancy group headquartered in Belgium, called TPF, since January 2002.

On 28 December 2016, the merger by means of acquisition of the company Cenor Consultores, S.A. with TPF

Planege was concluded by transmitting their rights and obligations to the acquiring company and extinguishing

Cenor Consultores, S.A.. From an accounting point of view, the merger reported on 1 January 2016, considering

that all operations carried out by the Company acquired since that date were made on behalf of TPF Planege – Consultores de Engenharia e Gestão, S.A.. Therefore, the financial statements of 2015 does not reflect the acquisition of the company mentioned above.

The financial statements are presented in Euro and were approved by the Board of Directors, at the meeting on

the 28th of April 2017. However, they shall be subject to approval by the shareholders at the General Meeting,

under existing trade legislation in Portugal.

The Board of Directors considers that these financial statements reflect a true and fair way of the Company's

operations and of its subsidiaries, as well as of its consolidated financial position, performance and cash flows.

2.

ACCOUNTING FRAMEWORK FOR THE PREPARATION OF THE FINANCIAL STATEMENTS

The consolidated financial statements have been prepared within the framework of existing provisions in Portugal,

under Decree-Law 158/2009, of 13th July and as amended by Decree-Law 98/2015, of 24th July, and in accordance

with the conceptual framework, accounting and financial reporting standards and interpretative standards for the year ended 31 December 2016.

Consolidated Annual Report 2016 - TPF Planege Cenor | 43

2.1. ACCOUNTS NOT COMPARABLE WITH PREVIOUS YEAR

As referred to in the Introductory Note, on 28 December 2016 the Company merged with the company Cenor Consultores, S.A. by means of acquisition and the merger reported on 1 January 2016.

As a result of that acquisition, the asset of TPF Planege, reported on that date, increased.

The most relevant assets and liabilities of the Group Cenor Consultores, S.A., reported on 28 December 2016 were the following:

Group Cenor Consultores Assets Tangible fixed assets Intangible assets Financial holdings - equity method Financial holdings - other methods Other financial assets Deferred tax assets Trade debtors State and other public bodies Shareholders Other accounts receivable Deferrals Cash and bank deposits

Liabilities Provisions Suppliers Advances of trade debtors State and other public bodies Shareholders Loans Other payables

3.

186 247,50 47 673,47 50 505,64 17 018,57 139 268,03 22 213,77 9 686 269,36 79 982,41 6 900 122,33 2 460 856,40 53 197,84 4 703 636,99 24 346 992,31

68 173,69 1 557 721,41 2 360,33 828 745,23 250,30 6 493 410,88 1 189 650,10 10 140 311,94

SIGNIFICANT ACCOUNTING POLICIES

Significant accounting policies adopted for the elaboration of consolidated financial statements:

3.1. BASIS OF PRESENTATION

The accompanying consolidated financial statements were prepared on the assumption that the operations would

continue, based on the books and records of the companies included in the consolidation, maintained in accordance with accounting principles generally accepted in the countries of each subsidiary, adjusted in the

consolidation process, in order that the consolidated financial statements are in accordance with the Accounting and Financial Reporting Standards.

44 | TPF Planege Cenor - Consolidated Annual Report 2016

3.2. CONCENTRATIONS OF BUSINESS ACTIVITIES AND CONSOLIDATION PRINCIPLES a) Principles of consolidation

The accompanying consolidated financial statements incorporate the financial statements of the Company and the

entities controlled by it (its subsidiaries). Control is understood to exist when the Company has the power to define the financial and operating policies of an entity in order to obtain benefits derived from its activities, usually associated with the control, direct or indirect, of more than half of the voting rights. The existence and effect of

potential voting rights that are currently exercisable or convertible are considered in the assessment of the control that the Company holds over an entity.

Subsidiaries are included in the consolidated financial statements using the full consolidation method, from the date on which the Company assumes control over its financial and operating activities and until such control ceases.

The results of subsidiaries acquired or disposed of during the year are included in the consolidated income statement from the date of acquisition or until the date of their disposal.

All transactions and balances between subsidiaries and between the Company and its subsidiaries, as well as the income and expenses resulting from these transactions and balances, are completely nullified in the consolidation

process. Unrealized gains or losses are also eliminated, the latter being considered as an impairment indicator for the transferred asset.

Third party interests in equity and net income of the consolidated companies are presented separately in the consolidated balance sheet and consolidated statement of income, under the caption “Minority interests�.

Minority interests are initially measured by the corresponding share in the fair value of the net assets acquired.

Subsequently, they are adjusted by the corresponding share in the subsequent changes in shareholders' equity and results of subsidiaries.

When the losses applicable to minority interests exceed the corresponding interests in the subsidiary's equity, the Group absorbs this excess and any additional losses, except when minority interests have the obligation and are able to cover such losses. If the subsidiary subsequently reports profits, the Group appropriates all profits until the minority share of the losses absorbed by the Group has been recovered. b) Financial investments in jointly controlled companies

Joint control of an entity results from a particular form of joint venture, which results in the creation of an entity which, by contract, is jointly controlled by the various entrepreneurs.

Interests in jointly controlled entities are included in the financial statements by the proportional consolidation method from the date on which joint control is acquired.

When the Group's proportion of the Company's accumulated losses exceeds the amount for which the investment is recorded, the investment is reported at a nil amount, except when the Company has entered into commitments to cover losses of the entity, in which cases additional losses determine the recognition of a liability. If the entity

subsequently reports profits, the Company retakes the recognition of its share in those profits only after its share of profits equals that part of the unrecognized losses.

Consolidated Annual Report 2016 - TPF Planege Cenor | 45

c) Investments in associated companies

An associated company is an entity for which the Group has significant influence and which is neither a subsidiary

nor a jointly controlled company. Significant influence means the power to participate in decisions relating to the

financial and operating policies of the associate, without this resulting in joint control or control by the Group.

On 31 December, the Group holds interests in the entities DALAN - Engenharia, Estudos e Projetos and JGP Nvist Consultoria Ambiental, SA of 41.1%, and 15.9%, respectively.

Financial investments in associated companies are recognised under the equity method. Under the equity method,

financial investments in associates are initially recorded at cost and subsequently adjusted based on changes in the Group's net income and changes in income after acquisition of the associates. The Group's results include its share of the associates' results.

The excess of the acquisition cost against the fair value of identifiable assets and liabilities of each associate at the

acquisition date is recognized as goodwill and is maintained at the amount of financial investment. If the difference between the acquisition cost and the fair value of the net assets and liabilities acquired is negative, it is recognized as an income for the financial year.

An evaluation of investments in associates is made when there are indications that the asset may be impaired, and any impairment losses are recorded as expenses in the income statement.

When the Group's proportion of the Company's accumulated losses exceeds the amount for which the investment is recorded, the investment is reported at a nil amount, except when the Company has entered into commitments

to cover losses of the entity, in which cases additional losses determine the recognition of a liability. If the associate

subsequently reports profits, the Company retakes the recognition of its share in these profits only after its share of profits equals the part of the unrecognized losses.

Unrealized gains on transactions with associates are eliminated proportionally to the Group's interest thereon, against the corresponding investment caption. Unrealized losses are similarly eliminated, but only to the extent that the loss does not result from a situation in which the transferred asset is impaired. d) Goodwill

Goodwill is measured as the excess of the cost of the business combination over the interest acquired in the net fair value of the identifiable assets, liabilities and contingent liabilities recognized as a result of the merger.

After initial recognition, the acquirer shall measure goodwill acquired in a business combination at cost less accumulated amortization, less any accumulated impairment loss.

Goodwill acquired in a business combination must be amortized under NCRF 6 over its useful life (or 10 years if its useful life cannot be reliably estimated). In addition, the acquirer shall test it for impairment if events or changes in circumstances indicate that it may be impaired, in accordance with NCRF 12 - Impairment of Assets. e) Conversion of financial statements of foreign entities

Foreign companies are treated as foreign entities, have organizational, economic and financial autonomy and prepare their financial statements using a currency other than the euro for that purpose.

46 | TPF Planege Cenor - Consolidated Annual Report 2016

The assets and liabilities of the financial statements of foreign entities are translated to euros using the exchange

rates existing at the balance sheet date. The income, expenses and cash flows of these financial statements are

translated to euros using the average exchange rate recorded in the year. The exchange difference resulting from the conversion is recorded in equity under the caption "Translation differences of financial statements", included under "Other changes in equity".

Goodwill and fair value adjustments resulting from the acquisition of foreign entities are treated as assets and liabilities of that acquired entity and translated to euros at the exchange rate at the balance sheet date.

Whenever a foreign entity is disposed of, the currency translation reserve accumulated in equity is recognized in the income statement as gain or loss on disposal.

The prices used for translation into Euros of the financial statements of the Group's foreign companies were as follows:

Currency Angolan Kwanza Mozambican Metical Romanian New Leu Macanese Pataca United States Dollar Algerian Dinar United Arab Emirates dirham Turkish Lira Colombian Peso

31/12/2016 Balance sheet date Average rate 184,475 74,540 4,517 8,175 1,054 116,368 3,872 3,707 3 164,410

31/12/2015 Balance sheet date Average rate

182,043 69,823 4,858 8,637 120,798 3,931 3,343 3 348,784

49,290 4,445 1,089 116,599 3,999 -

44,680 4,420 111,746 4,019 -

3.3. TANGIBLE FIXED ASSETS

Tangible fixed assets are recorded at the cost of acquisition, which includes the cost of purchase and any costs

directly attributable to the necessary activities to put the assets in place and the necessary conditions to operate as intended, net of depreciation and accumulated impairment losses.

The depreciations are calculated, after the moment at which the good is in a used condition, in accordance with the straight-line method, in accordance with the period of useful life estimated for each group of goods.

Depreciation rates used correspond to the following estimated useful lives of underlying assets: Class of goods

Buildings and other constructions Basic equipment Transport equipment Administrative equipment Other tangible fixed assets

Years

10 3 to 10 3 to 4 3 to 10 3 to 14

The useful lives and depreciation method of various goods are reviewed annually. The effect of any change in these estimates is recognised prospectively in the income statement.

The maintenance and repair costs (subsequent expenditure) that are not likely to generate future additional economic benefits are recorded as expenses in the period in which they are incurred.

Consolidated Annual Report 2016 - TPF Planege Cenor | 47

The profit (or loss) resulting from the sale or retirement of an asset is determined as the difference between the

fair value of the amount received in the transaction or the receivable and the contracted amount of the asset and is recognised in the period in which the retirement or sale occurs.

Tangible fixed assets in progress represent assets still under construction/production, and are recorded at the acquisition cost deducted from any impairment losses.

These assets are depreciated from the time at which they are available for use, i.e. when they are at the site and in the condition necessary to be operated in the manner intended.

3.4. ACCOUNTING FOR LEASES

A lease is classified as a finance lease if it substantially transfers all the risks and rewards incidental to ownership

of an asset to the lessee. Other leases are classified as operating leases. Whether a lease is classified as finance or an operating lease depends on the substance rather than the form of the contract.

Assets acquired through leasing contracts, as well as the corresponding responsibilities, are recorded at the start of the lease at the lower of the fair value of the assets and the present value of the minimum lease payments.

Finance lease payments are apportioned between finance charges and reduction of liability, in order to be obtained a rate of interest on the outstanding balance of responsibility.

3.5. INTANGIBLE ASSETS

Intangible assets include computer programs. Intangible assets are recorded at cost and are depreciated using the straight-line method over a period of three years.

3.6. IMPAIRMENT OF TANGIBLE AND INTANGIBLE ASSETS

At each reporting date, the Directors review the carrying value of the Group's tangible and other intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If such indication exists, the recoverable amount of the asset is estimated in order to determine the extent, if any, of the impairment loss.

The recoverable amount of an asset (or cash-generating unit) is the higher of (i) its fair value less costs to sell and (ii) its value in use. In measuring value in use, future estimated cash flows are discounted using a discount rate

that reflects current market assessments of the time value of money and the risks specific to the asset (or cashgenerating unit) for which future cash flows have not been adjusted.

When the carrying amount of the asset (or cash-generating unit) exceeds the recoverable amount, an impairment loss is recognised. The impairment loss is recognised immediately in the income statement in the item "Impairment losses", unless it relates to a revalued asset where the impairment loss is treated as a revaluation decrease.

The reversal of impairment losses recognised in the previous period is recognised when there are evidences that those impairment losses recognised previously may no longer exist or may have decreased. The reversal of an

impairment loss is recognised in the income statement in the item "Reversals of Impairment losses". The reversal of an impairment loss is carried out up to the limit of the amount recognised (net of amortisations), if no previous impairment loss had been recognised.

48 | TPF Planege Cenor - Consolidated Annual Report 2016

3.7. FINANCIAL ASSETS AND LIABILITIES

Financial assets and liabilities are recognized in the balance sheet when the Company becomes a party to the corresponding contractual provisions, being used for that purpose in NCRF 27 - Financial instruments.

Financial assets and liabilities are thus measured according to the "cost" or "amortized cost" criterion.

Financial assets and liabilities that have the following characteristics are measured at cost or amortized cost: •

• •

They are in sight or have a defined maturity; and

They have a fixed or determinable return; and

They are not a derivative financial instrument or do not incorporate a derivative financial instrument.

The amortized cost is determined using the effective interest method. Effective interest is calculated by the rate

that accurately discounts the estimated future payments or receipts over the expected life of the financial instrument in the net carrying amount of the financial asset or liability (effective interest rate).

In this category, the following financial assets and liabilities are included as follows: a) Customers and other third-party debts

The balances of customers and other third-party debts are recorded at the amortized cost deducted from any impairment losses. Usually, the amortized cost of these financial assets does not differ from their nominal value. b) Cash and bank deposits

The amounts included under "Cash and bank deposits" correspond to cash values, bank deposits, time deposits and other cash investments that mature less than three months and for which the risk of change in value is insignificant.

These assets are measured at amortized cost. Usually, the amortized cost of these financial assets does not differ from their nominal value.

Bank overdrafts are included under “Loans”, expressed under “Current liabilities”. c) Suppliers and other debts to third parties

The balances of suppliers and other debts to third parties are recorded at amortized cost. Usually, the amortized cost of these financial liabilities does not differ from their nominal value. d) Loans

Loans are recorded in liabilities at amortised cost.

Any expenses incurred in obtaining such financing, as well as similar charges and expenses, are recognized by the effective interest method in the year's results over the useful life of such financing.

Consolidated Annual Report 2016 - TPF Planege Cenor | 49

e) Financial interests - other methods

These investments are recorded at the acquisition cost deducted from accumulated impairment losses, since their fair value cannot be determined reliably. f)

Impairment of financial assets

Financial assets included in the "cost or amortized cost" category are subject to impairment tests at each reporting

date. Such financial assets are impaired when there is objective evidence that, as a result of one or more events

occurring after initial recognition, their estimated future cash flows have been affected.

For financial assets measured at amortized cost, the impairment loss to be recognised corresponds to the

difference between the carrying amount of the asset and the present value at the reporting date of the new estimated future cash flows discounted at their original effective interest rate.

For financial assets measured at cost, the impairment loss to be recognised corresponds to the difference between the carrying amount of the asset and the best estimate of the fair value of the asset at the reporting date.

Impairment losses are recorded in the statement of income under the caption “Impairment losses” in the period in which they are determined.

Subsequently, if the amount of the impairment loss decreases and the decrease can be related objectively to an

event that took place after the recognition of the loss, this should be reversed against income. The reversal should be carried out up to the limit of the amount that would have been recognised (amortised cost) if the loss had not

been initially recorded. The reversal of impairment losses is recorded in the statement of income under the caption “Reversals of impairment losses”. The reversal of impairment losses recorded on investments in equity instruments (measured at cost) is not allowed.

g) Derecognition of financial assets and liabilities

The Group derecognises financial assets only when contractual rights to its cash flows expire by collection or when it transfers control of those financial assets and all significant risks and benefits associated with their possession

to another entity. The transferred financial assets are derecognised for which the Group has retained significant risks and benefits, provided that control over them has been assigned.

The Group derecognises financial liabilities only when the corresponding obligation is settled, cancelled or expires.

3.8. REVENUE

The revenue from the provision of services is recognised based on the percentage of completion of the transaction/service, if all the following conditions are met: • The amount of revenue can be measured reliably;

• Future economic benefits associated with the transaction are likely to flow to the Company; 50 | TPF Planege Cenor - Consolidated Annual Report 2016

• Costs incurred or to be incurred with the transaction can be measured reliably;

• The finishing phase of the transaction/service can be measured reliably.

3.9. GOVERNMENT SUBSIDIES

Government subsidies are only recognised when there is reasonable certainty that the Company will comply with

the terms of the allocation and that they will be received.

Government subsidies are generally recognised as income in a systematic way over the periods necessary to balance them with the expenses that are supposed to offset. Government grants that are intended to offset losses

already incurred or that do not have associated future costs are recognized as income for the period in which they become receivable.

3.10. INCOME TAX

The income tax for the year recorded in the income statement corresponds to the sum of current taxes with deferred taxes. Current taxes and deferred taxes are recorded in income, except when deferred taxes relate to items recorded directly in equity, in which case they are recorded in equity.

The current tax payable is calculated based on the company's taxable profit. Taxable profit differs from the accounting result, since it excludes various expenses and income that are only deductible or taxable in other periods, as well as expenses and income that will never be deductible or taxable.

Deferred taxes refer to temporary differences between the amounts of assets and liabilities for accounting purposes and the respective amounts for tax purposes. Deferred tax assets and liabilities are measured using the

tax rates that are expected to be effective on the date of the reversal of the corresponding temporary differences, based on the tax rates (and tax legislation) that were formally issued at the reporting date.

Deferred tax liabilities are recognized for all taxable temporary differences and deferred tax assets are recognized

for deductible temporary differences for which there are reasonable expectations of sufficient future taxable profits to use those assets for deferred taxes or temporary taxable differences that are reversed in the same period of reversal of the deductible temporary differences. At each reporting date, a review of the deferred tax assets is carried out, adjusted according to the expectations regarding their future use.

The Company and its subsidiaries are taxed individually, based on their respective taxable income and applicable tax rates.

3.11. TRANSACTIONS AND BALANCES IN FOREIGN CURRENCY

Transactions in foreign currency (currency other than the functional currency of the Company) are recorded at

the exchange rate on the dates of the transactions. At each reporting date, the carrying amounts of monetary items denominated in foreign currency are restated at the exchange rates prevailing on that date.

Exchange differences determined on the date of receipt or payment of transactions in foreign currency and those resulting from the aforementioned updates are recorded in the income statement for the period in which they are generated.

Consolidated Annual Report 2016 - TPF Planege Cenor | 51

3.12. PROVISIONS

Provisions are recorded when the Company has a present obligation (legal or implied) resulting from a past event,

it is likely that settlement of this obligation will involve an outflow of resources, and the amount of the obligation may be reasonably estimated.

The amount of provisions recorded consists of the best estimate, at the reporting date, of the resources required to settle the obligation. This estimate, revised at each reporting date, is determined taking into account the risks and uncertainties associated with each obligation.

Contingent liabilities are not recognised in the financial statements but disclosed whenever an outflow of resources encompassing economic rewards is considered likely.

Contingent assets are not recorded in the financial statements, but are disclosed where a future economic inflow is likely.

3.13. FINANCIAL CHARGES WITH LOANS OBTAINED

Financial charges related to loans obtained are recognised as expenses as they are incurred.

3.14. CRITICAL VALUE JUDGEMENTS AND MAJOR SOURCES OF UNCERTAINTY ASSOCIATED WITH ESTIMATES

In the preparation of the accompanying consolidated financial statements, value judgments and estimates were

made and various assumptions were made that affect the reported amounts of assets and liabilities, as well as the reported amounts of income and expenses for the period.

The estimates and underlying assumptions were determined based on the best knowledge available at the date of

approval of the consolidated financial statements of the current events and transactions, as well as on the experience of past and/or current events. However, situations may arise in subsequent periods that were not considered in the estimates at the date of approval of the consolidated financial statements. Changes to estimates that occur after the date of the financial statements will be corrected prospectively. For this reason and given the degree of uncertainty associated, the actual results of the transactions in question may differ from the corresponding estimates.

The main value judgments and estimates made in the preparation of the accompanying consolidated financial statements were the recording of impairment losses on current assets.

3.15. ACCRUAL BASIS

The Group records its income and expenses in accordance with the accrual basis, whereby income and expenses

are recognized as they arise, regardless of when they are received or paid. The differences between the amounts received and paid and the corresponding income and expenses generated are recorded as assets or liabilities.

52 | TPF Planege Cenor - Consolidated Annual Report 2016

3.16. SUBSEQUENT EVENTS

Events after the balance sheet date that provide additional information on conditions that existed at the balance sheet date ("adjusting events" or "post-balance sheet events") are reflected in the financial statements. Events after the balance sheet date that provide information on post-balance sheet events (non-adjusting events) are disclosed in the financial statements if they are material.

4.

CASH FLOW

For the purposes of the statement of cash flows, the caption cash and cash equivalents includes cash, bank deposits

immediately drawable (in three months or less) and treasury investments in the money market, net of bank overdrafts and other short-term financing equivalents. Cash and cash equivalents as of 31 December 2016 and 2015 are detailed as follows:

2016 Cash (Note 13) Demand bank deposits (Note 13) Merger (Note 2) Short-term credit lines (Note 13) Marger (Note 2)

5.

2015

42 632,11 5 178 173,72 3 736 305,24 8 957 111,07 844 958,32 967 331,75

27 261,05 5 905 924,93 5 933 185,98 1 529 496,56 -

10 769 401,14

7 462 682,54

INVESTMENTS IN SUBSIDIARIES

On 31 December 2016 and 2015, the Group included the following subsidiaries:

Corporate name Cerelinex, Lda TPF Angola, Lda TPF Moçambique TPF Romania s.r.l.

TPF Cenor Timor, Lda. Fusão: ECGPLAN - Engenharia, Gestão e Planeamento, Lda. Cenor Açores, Lda. Cenor Consultores (Angola), Lda. Cenor Macau, Lda. TPF Cenor Timor, Lda.

Headquarters

Percentage holding 2016

2015

Lisboa Luanda Maputo Bucharest Dili

100,00% 98,80% 95,00% 100,00% 50,00%

100,00% 98,80% 95,00% 100,00% -

Funchal Ponta Delgada Luanda Macau Dili

87,50% 100,00% 99,40% 96,00% 50,00%

-

The aforementioned subsidiaries were included in the consolidated financial statements using the full consolidation method (except TPF Cenor Timor, Lda., which did not consolidate in 2016), based on Article 6,

paragraph 1, of Decree-Law no. 158/2009 of 13 July (may exercise, or effectively exercise, dominant influence or control).

Consolidated Annual Report 2016 - TPF Planege Cenor | 53

6.

MINORITY INTERESTS

On 31 December 2016 and in 2015, the detail of minority interests included in equity is as follows: 2016

Net profit ratio

Subsidiarie TPF Angola, Lda TPF Moรงambique ECGPLAN - Engenharia, Gestรฃo e Planeamento, Lda. Cenor Consultores (Angola), Lda. Cenor Macau, Lda.

7.

19 928,63 121,22 748,94 4 191,16 1 456,45 26 446,40

2015

Equity ratio

Net profit ratio

40 710,52 2 764,34 133 523,69 10 740,37 8 844,26 196 583,18

14 362,95 14 362,95

Equity ratio 17 593,17 17 593,17

TANGIBLE FIXED ASSETS

During the years that ended on 31 December 2016 and in 2015, the movement in the carrying amount of tangible

fixed assets, as well as in the respective accumulated amortization and accumulated impairment losses, was as follows:

2016

Transport equipment

1 186 268,07 5 793,58 (38 744,40) (9 571,46) 1 143 745,79

635 173,25 (65 155,08) (114 755,79) 455 262,38

733 653,84 11 700,30 (1 080,00) (31 257,76) 713 016,38

51 856,35 1 750 913,83 4 357 865,34 58 802,01 76 295,89 (87 507,92) (192 487,40) (183,13) (1 452,08) (157 220,22) 51 673,22 1 720 755,84 4 084 453,61

Accumulated depreciations Opening balance 1 140 335,50 Depreciations for the period (Note 26) 17 602,49 Disposals (38 744,40) Other variations (2 780,36) Closing balance 1 116 413,24

545 323,61 42 930,95 (65 155,08) (95 549,76) 427 549,72

619 007,88 27 053,87 (1 080,00) (12 216,78) 632 764,97

51 230,46 1 521 048,90 3 876 946,35 98,94 69 202,53 156 888,79 (54 585,56) (159 565,03) (62,55) (1 157,53) (111 766,98) 51 266,85 1 534 508,34 3 762 503,13

27 712,66

80 251,41

Assets Opening balance Acquisitions Disposals Other variations Closing balance

Net assets

27 332,55

54 | TPF Planege Cenor - Consolidated Annual Report 2016

Administ. equipment

Other tangible fixed assets

Basic equipment

406,37

Merger (Note 2)

186 247,50

Total

321 950,49

2015 Other Basic equipment

Transport equipment

Assets Opening balance Acquisitions Disposals Closing balance

1 137 349,01 16 958,23 (8 307,29) 1 145 999,95

798 415,29 (122 973,92) 675 441,37

784 908,37 15 094,52 (66 349,05) 733 653,84

52 015,32 2 772 687,99 32 052,75 (158,97) (197 789,23) 51 856,35 2 606 951,51

Accumulated depreciations Opening balance Depreciations for the period Disposals Closing balance

1 073 996,04 28 427,70 (1 864,04) 1 100 559,70

557 867,74 115 310,41 (88 078,74) 585 099,41

629 550,58 37 923,68 (48 466,38) 619 007,88

50 843,86 2 312 258,22 433,85 182 095,64 (47,25) (138 456,41) 51 230,46 2 355 897,45

45 440,25

90 341,96

114 645,96

Net assets

Administ. equipment

tangible fixed assets

625,89

Total

251 054,06

Depreciation for the year, in the amount of 156,888.79 Euros (182,095.64 Euros in 2015), was recorded under

"Depreciation and amortisation expenses / reversals" (Note 26).

8.

FINANCE LEASES

On 31 December 2016, the Company is a lessee in financial lease agreements related to administrative equipment and computer programs, which are denominated in Euros. These leased assets are detailed as follows: Cost Transport equipment Merger: Administrative equipment Computer programs

Amortis./ accumulated imp. losses

Net amount

40 322,68

(40 322,68)

-

71 623,20 103 000,00 214 945,88

(20 623,20) (71 523,20) (132 469,08)

51 000,00 31 476,80 82 476,80

Minimum payments of financial leases as of 31 December 2016 are detailed as follows: Merger (Note 2)

Until 1 year Between 1 and 5 years More than 5 years Present value of the minimum payments (Note 17)

9 793,44 40 303,41 50 096,85

Consolidated Annual Report 2016 - TPF Planege Cenor | 55

During the year that ended on 31 December 2016 were paid 80.328,95 Euros, such amount comprises capital and

interest payments.

9.

GOODWILL

For the years ended on 31 December 2016 and 2015, changes in the carrying value of goodwill, as well as the

respective impairment losses/amortisations, were as follows:

2016

2015

Gross assets: Opening balance Exchange rate Closing balance

704 353,75 70,37 704 424,12

704 194,91 158,84 704 353,75

Accumulated impairment losses: Opening balance Impairment losses for the year / Amortisations Closing balance

458 825,85 65 300,80 524 126,65

372 703,02 86 122,83 458 825,85

Net profit

180 297,47

245 527,90

Goodwill as of 31 December 2016 and in 2015 is detailed as follows:

2016

Entity

Impairment losses / amortisations for the year

Acquisition year

Amount

2009 2013 2014

280 260,02 228 841,83 195 322,27

45 768,57 19 532,23

704 424,12

65 300,80

P&V - Consultoria e Projetos de Engenharia, S.A Provia - Consultores de Engenharia, S.A. TPF Romania s.r.l.

10. INTANGIBLE ASSETS

2015 Accumulated impairment losses

Carrying value

Carrying value

280 260,02 224 334,40 19 532,23

4 507,43 175 790,04

50 276,00 195 251,90

524 126,65

180 297,47

245 527,90

For the years ended on 31 December 2016 and 2015, changes in intangible assets and respective accumulated

amortisations were as follows:

56 | TPF Planege Cenor - Consolidated Annual Report 2016

2016

Development projects Assets Opening balance Acquisitions Transfers Closing balance

Merger (Note 2)

Total

448 391,89 969 070,49 4 750,00 79 744,72 453 141,89 1 048 815,21

6 300,00 6 300,00

470 026,60 74 994,72 44 352,00 589 373,32

44 352,00 (44 352,00) -

-

409 348,58 74 351,09 483 699,67

-

342 662,78 62 805,64 405 468,42

752 011,36 137 156,73 889 168,09

6 300,00

105 673,65

-

47 673,47

159 647,12

Accumulated depreciations Opening balance Amortisations for the year (Note 26) Closing balance Net assets

Ongoing intangible fixed assets

Computer programs

2015

Development projects Assets Opening balance Acquisitions Closing balance

Computer programs

Ongoing intangible fixed assets

Total

6 300,00 6 300,00

396 150,67 78 300,00 474 450,67

18 117,29 18 117,29

44 284,32 44 284,32

420 567,96 122 584,32 543 152,28

-

346 785,83 67 362,87 414 148,70

17 673,56 17 673,56

-

364 459,39 67 362,87 431 822,26

6 300,00

60 301,97

443,73

44 284,32

111 330,02

Accumulated depreciations Opening balance Amortisations for the year Closing balance Net assets

Other intangible assets

Amortisation for the year, in the amount of 137.156,73 Euros (67.362,87 Euros in 2015), was recorded under “Depreciation and amortisation expense / reversals” (Note 26).

11. FINANCIAL HOLDINGS

JOINT AND ASSOCIATED ENTERPRISES

The amounts on 31 December 2016, of the Group’s subsidiaries (merger), are as follows: %

DALAN - Engenharia, Estudos e Projectos, Lda. JGP Nvist - Consultoria Ambiental, S.A.

Headquarters Dili Lisbon

held 41,1% 15,9%

Balance sheet value 32 764,72 3 664,71 36 429,43

Consolidated Annual Report 2016 - TPF Planege Cenor | 57

On 31 December 2016, the equity method was not applied to the companies Dalan (based in Timor) and JGP Nvist (Headquartered in Portugal), supported by the fact that these subsidiaries did not send the final accounts within the deadline established by Cenor Consultants for the closing of accounts. According to information obtained from

the investees, and taking into account the business evolution of these in 2016, Management considers that the effect that the recognition of the equity method would have on the accounts of TPF Planege Cenor - Consultores

de Engenharia e Gestão, SA, would not detract from the financial statements presented on 31 December. In 2017, adjustments will be made to equity and financial investments.

During 2016, the subsidiary TPF Cenor Timor, Lda. was formed. The Company's capital up until 31 December 2016 amounted to 9,095.12 Euros (corresponding to 50% TPF Planege and 50% Cenor). This company was not included in the consolidation perimeter in 2016, but the equity method was applied.

During the year that ended on 31 December 2016 and 2015, the movements in "Financial investments", including respective impairment losses, were as follows:

Equity Method 2015 2016

Financial holdings Opening balance Acquisitions Equity method Other variations Merger (Note 2) Closing balance

4 547,56 10 001,19 (472,54) 50 505,64 64 581,85

12. FINANCIAL HOLDINGS – OTHER METHODS

The values included under the “financial holdings – Other methods” are as follows: Nominal values TPF GE INGENIERIA SL (Equatorial (Guinea) TPF INTERNATIONAL CONSULTANCY L.L.C HARII-Soc.Desenv.Timor Lorosae, SGPS, SA Lisgarante - Soc. Garantia Mútua, SA Garval - Soc. Garantia Mútua, SA ECM - Moçambique Merger (Note 2)

13. OTHER FINANCIAL ASSETS

1,00 1,00

Value 4 800,00 31 832,33 2 497,93 21 500,00 5 000,00 3 224,00 17 018,57 85 872,83

On 31 December 2016 and in 2015, the detail of other financial assets is as follows:

58 | TPF Planege Cenor - Consolidated Annual Report 2016

-

Non current assets 2016 Loans granted Companies of the Group Note 29) Merger (Note 2) GCT - Fundo Compensação Trabalhador Merger (Note 2) Public funds (OT) Investment Millennium BCP Others Merger (Note 2) Closing balance

3 880,00 127 407,50 14 967,04 11 822,46 3 135,63 38,07 161 250,70

Current Assets

2015

2016

7 855,19 7 855,19

2 156 787,23 783,98 2 157 571,21

2015

2 205 954,81 2 689,20 2 977,76 2 211 621,77

The mentioned debt securities refer to the payment of the accumulated debts of 2013 and 2014 of the Angolan State. The payment was made in the form of treasury bonds indexed to the United States Dollar (USD), in the

aggregate amount of USD 2,410,229 and is remunerated semi-annually at the annual rate of 5%. The payment of

these securities on the maturity date is made in Kwanzas at the exchange rate of the National Bank of Angola on that date. The amount shown in the balance sheet is the equivalent of the aforementioned USD at the BNA exchange rate on 31.12.2016.

14. INCOME TAX

According to the legislation in force, tax returns are subject to review and correction by the tax authorities for a

period of four years (five years for Social Security), except when there have been tax losses, tax benefits have been granted, or inspections, complaints or challenges are under way, in which case, depending on the circumstances,

the time limits are extended or suspended. In this way, Company tax returns for the years 2013 to 2016 could be subject to revision.

The Company's Board of Directors believes that any corrections resulting from revisions/inspections by the tax

authorities to those tax returns will not have a significant effect on the financial statements on 31 December 2016 and in 2015.

The Company is subject to Corporate Income Tax (IRC) at the normal rate of 21%, plus 1.5% of the taxable income

from the application of the tax, resulting in an aggregate tax rate of 22.5%. This rate is increased by 3% on the part of the taxable profit of each company that is higher than 1,500,000 Euros up to 10,000,000 Euros and 5% above 10,000,000 Euros. In the determination of the taxable income, to which the said tax rate is applied, amounts not

taxed are added to and deducted from the accounting results. These differences between accounting and tax

results may be temporary or permanent.

Pursuant to Article 88 of the Corporation Tax Code, the Company is additionally subject to independent taxation on a range of items at rates laid out therein.

On 31 December 2016, there were no debts of State tax or Social Security contributions.

The income tax rate applicable in 2016 is detailed as follows:

Consolidated Annual Report 2016 - TPF Planege Cenor | 59

2016 Current tax: Earnings before taxes Permanent differences Equity Method Others Taxable income Average tax rate Average tax State tax Profit/(Loss) for the fiscal year Independent taxation Double taxation Current tax Deferred taxes of the year Income tax for the year

8 003 945,66 (2 409 624,38) 688 436,87 6 282 758,15 25,2% 0,9% 3,0% 1 712 213,21 145 035,50 (37 041,45) 1 820 207,26 (78 135,21) 1 742 072,05

15. DEFERRED TAXES

Detail of deferred tax assets and liabilities on 31 December 2016 and 2015, in accordance with the temporary

differences that generated them, is as follows:

Deferred tax assets 2016

Impairment losses of clients Amortised cost Provision Proc. 581/13.9 YYLSB - Fundge Merger (Note 2)

23 714,66 116 245,25 22 213,77 162 173,68

Deferred tax liabilities

2015

2016

2015

41 277,69 41 277,69

25 232,78 25 232,78

25 232,78 25 232,78

Changes in deferred tax assets and liabilities for the years ended on 31 de Dezembro de 2016 e 2015 were as follows:

Opening balance Merger (Note 2) Impact on results: Impairment losses of clients Amortised cost Provision Proc. 581/13.9 YYLSB - Fundger Merger Closing balance

60 | TPF Planege Cenor - Consolidated Annual Report 2016

Deferred tax assets

Deferred tax liabilities

2016

2015

2016

2015

41 277,69 42 760,78

23 893,24 -

25 232,78 -

25 232,78 -

(17 563,03) 116 245,25 (20 547,01) 162 173,68

17 384,45 41 277,69

25 232,78

25 232,78

16. FINANCIAL ASSETS

Categories of financial assets

Categories of financial assets on 31 December 2016 and in 2015 are detailed as follows: 2016

FINANCIAL ASSETS Availabilities: Cash and bank deposits (Note 4) Merger (Note 2)

Accumulated impairment losses Gross Amount 6 065 764,15 4 703 636,99 10 769 401,14

Net amount - 6 065 764,15 - 4 703 636,99 - 10 769 401,14

2015

Accumulated impairment losses Gross Amount

Net amount

7 462 682,54 7 462 682,54

-

7 462 682,54 7 462 682,54

40 581,93 7 855,19 7 855,19 -

-

40 581,93 7 855,19 7 855,19 -

Financial assets at cost: Non current: Financial holdings - other methods Merger (Note 2) Other financial assets Loans granted to Companies Group Other financial assets Merger (Note 2) Current: Clients Merger (Note 2) Shareholders Merger (Note 2) Other accounts receivable Merger (Note 2) Other financial assets

68 854,26 17 018,57 161 250,70 3 880,00 18 102,67 139 268,03

-

68 854,26 17 018,57 161 250,70 3 880,00 18 102,67 139 268,03

23 027 524,25 (3 273 728,45) 19 753 795,80 10 438 530,53 (752 261,17) 9 686 269,36 6 900 122,33 - 6 900 122,33 4 077 626,08 - 4 077 626,08 2 460 856,40 - 2 460 856,40 2 157 571,21 - 2 157 571,21 42 409 232,00 (4 025 989,62) 38 383 242,38

22 308 679,51 (2 336 436,39) 19 972 243,12 2 486 854,53 - 2 486 854,53 2 211 621,77 - 2 211 621,77 27 055 592,93 (2 336 436,39) 24 719 156,54

53 178 633,14 (4 025 989,62) 49 152 643,52

34 518 275,47 (2 336 436,39) 32 181 839,08

16.1. TRADE DEBTORS

At 31 December 2016 and in 2015, the caption “Trade Debtors� was as follows:

2015

Gross amount

Accumulated impairment

2016

Accumulated impairment

Net amount

Gross amount

Trade debtors Trade debtors - current account 22 815 099,98 (2 757 082,90) 20 058 017,08 10 180 594,68 (752 261,17) 9 428 333,51 Merger (Note 2) Trade debtors - Companies of the Grou 212 424,27 (516 645,55) (304 221,28) Merger (Note 2 and 29) 257 935,85 257 935,85 33 466 054,78 (4 025 989,62) 29 440 065,16

Net amount

22 308 679,51 (2 336 436,39) 19 972 243,12 22 308 679,51 (2 336 436,39) 19 972 243,12

On 31 December 2016, trade debtors balances were updated in foreign currency, using the exchange rate of 1 Euro = 1,0541 USD.

Consolidated Annual Report 2016 - TPF Planege Cenor | 61

16.2. IMPAIRMENT LOSSES

The evolution of accumulated impairment losses on accounts receivable during the years ended 31 December 2016 and 2015 is detailed as follows:

2016 Opening balance Adjustments on accounts receivable Doubtful debtors Amortised cost

2 336 436,39 2 336 436,39

Increases

592 501,03 516 645,55 1 109 146,58

Reversals

Exchange rate

(14 305,27) (14 305,27)

Merger

(157 549,25) (157 549,25)

752 261,17 752 261,17

Closing balance

3 509 344,07 516 645,55 4 025 989,62

2015 Opening balance Adjustments on accounts receivable Doubtful debtors

1 799 117,29 1 799 117,29

Increases

Reversals

963 876,42 963 876,42

(328 686,32) (328 686,32)

Exchange rate

(97 871,00) (97 871,00)

Closing balance

2 336 436,39 2 336 436,39

16.3. SHAREHOLDERS

On 31 December 2016 and 2015 the caption “Shareholders” was as follows: 2016

Shareholders: Merger (Note 2 and 29)

2015

6 900 122,33 6 900 122,33

-

Loans were granted to the parent company for periods of less than 1 year and an interest rate of 2,5%, plus the 12-month Euribor.

16.4. OTHER ACCOUNTS RECEIVABLE

On 31 December 2016 and 2015 the caption “Other accounts receivable” was as follows:

62 | TPF Planege Cenor - Consolidated Annual Report 2016

Other accounts receivable Sureties Merger (Note 2) Retentions (guarantees) of trade debtors Merger (Note 2) Debtors of income accruals Invoices to be issued Merger (Note 2) Interest receivable Merger (Note 2) Other Merger (Note 2)

2016

2015

91 798,44 79 585,42 3 576,75 34 814,94

18 250,00 20 468,00 -

3 047 584,05 1 822 866,46 6 693,18 934 666,83 516 896,40 6 538 482,48

720 478,46 5 005,08 1 722 652,99 2 486 854,53

17. DEFERRALS

On 31 December 2016 and 2015, the caption “Deferrals” was as follows: 2016

Current assets: Insurances Rentals and leasings Multi-annual expenses to be recorded Others Merger (Note 2)

Current liabilities: Provisions of services

2015

67 756,99 55 541,10 256 713,88 124 181,03 53 197,84 557 390,84

23 719,30 86 246,59 206 306,55 155 027,33 471 299,77

329 571,77 329 571,77

3 403 469,80 3 403 469,80

18. EQUITY INSTRUMENTS 18.1. EQUITY CAPITAL

On 31 December 2016, the capital stock of TPF Planege Cenor - Consultores de Engenharia e Gestão, SA was

represented by 307,723 shares, with a nominal value of € 11 each. As a result of the merger by incorporation in 2016, the capital stock was increased by 1,524,600 Euros by incorporation of retained earnings.

On 31 December 2016, the share capital was fully subscribed and paid up, in the amount of 3,384,953 Euros, held entirely by the Belgian company TPF, SA. 18.2. OTHER EQUITY INSTRUMENTS

Under the legislation applicable to supplementary benefits, they can only be returned to shareholders provided that the equity is not less than the sum of the capital and the legal reserve after its return.

Consolidated Annual Report 2016 - TPF Planege Cenor | 63

On 31 December 2016, the supplementary benefits came to a total of 24,519.16 Euros.

18.3. SHARE PREMIUMS

On 31 December 2016, the share premiums came to a total of 2,819,073.19 Euros. This amount corresponds to the

difference between the merger of the Cenor Companies and the historical cost between the value of the shares at the nominal value and the net asset value to be included.

18.4. LEGAL RESERVE

According to current commercial legislation, at least 5% of the net annual result should be positive, it must be used

to strengthen the legal reserve until it represents 20% of the capital. This reserve is not distributable unless the Company goes into liquidation, but may be used to absorb losses after exhaustion of all other reserves, or incorporated into capital.

On 31 December 2016, the legal reserve amounted to 833,138.30 Euros.

18.5. OTHER RESERVES

During the year that ended on 31 December 2016, the other reserves came to a total of 328,177.73 Euros.

18.6. ADJUSTMENTS TO FINANCIAL ASSETS

The caption "Adjustments to financial assets" includes the effect of applying the equity method of the Dalan subsidiaries - Engenharia, Estudos e Projetos and JGP Nvist - Consultoria Ambiental, SA

18.7. OTHER CHANGES IN EQUITY

The caption "Other changes in shareholders' equity" includes the translation differences of the financial statements in foreign currency.

19. PROVISIONS, CONTINGENT LIABILITIES AND CONTINGENT ASSETS 19.1. PROVISIONS

In 2013, FUNDGER filed an action against Prosistemas, subsequently incorporated into TPF, in an amount of â‚Ź27,750.14 for rent and charges allegedly outstanding from the commercial lease of the respective office premises.

The action was contested, and a decision is pending. Under this process, there have been no definitive interlocutory decisions, with appeals pending. Later, in 2014, Fundger applied for the value of the action to be increased to

305.047.10 euros, which has been contested, and, likewise, no decision has yet been issued by the judge (case 581/13.9YYLSB).

Accordingly, Management decided, for the sake of prudence, to set up a provision for contingent liabilities under NCRF 21.

64 | TPF Planege Cenor - Consolidated Annual Report 2016

The evolution of provisions for the year ended on 31 December 2016 is detailed as follows: 2016

Opening balance Ongoing legal cases Other provisions

305 047,07 8 518,33 313 565,40

Exchange rate

Increases 3 812,01 3 812,01

(145,52) (145,52)

Merger (Note 2) 68 173,69 68 173,69

Closing balance 305 047,07 80 358,51 385 405,58

19.2. BANK GUARANTEES

On 31 December 2016, bank guarantees continued to be provided in favour of customers and in accordance with the requirements of service contracts concluded, as follows: Issuer

2016

2015

BNP PARIBAS - Fortis

502 883,57

17 000,00

Caixa Geral de Depósitos

255 231,99

180 526,85

Banco BPI

118 850,94

847 741,15

2 058 145,89

1 715 872,81

35 971,72

35 971,72

1 029 645,00

1 571 753,29

843 347,88

1 355 366,90

821,39

821,39

Novo Banco

1 638 458,12

1 856 370,58

Merger

2 593 512,70

-

9 076 869,20

7 581 424,69

Millennium BCP Banco BIC Bankinter Banco Santander Totta Montepio

20. FINANCIAL ASSETS 20.1. SUPPLIERS

On 31 December 2016 and 2015, the caption “Suppliers” was as follows: Suppliers: Suppliers - Group Companies (Note 29) Nacional suppliers Foreign Suppliers Merger (Note 2)

2016

2015

294 765,27 747 616,88 4 350 510,28 1 557 721,41

150 480,41 856 129,89 3 779 558,69 -

6 950 613,84

4 786 168,99

20.2. LOANS

Loans obtained on 31 December 2016 and 2015 are detailed as follows: Consolidated Annual Report 2016 - TPF Planege Cenor | 65

2016 Funding entity Bank loans Santander Totta Banco Popular Millennium BCP Montepio Geral Banco BPI ABanca Banco BIC Others Merger (Note 2)

Pledged current accounts Santander Totta Banco BPI Millennium BCP Banco BIC Caixa Geral de Depósitos Finibanco Montepio Novo Banco ABanca Banco Internacional do Funchal Merger (Note 2)

Current

Limit

2015

Amount used Non current

1 055 000,00 303 309,68 141 101,93 650 000,00 115 556,04 482 689,56 2 500 000,00 912 618,46 89 726,37 500 000,00 120 000,00 228 044,43 1 000 000,00 266 666,68 533 333,36 600 000,00 200 000,04 366 666,62 340 000,00 120 097,00 219 903,00 333 056,05 327 347,42 5 708,63 4 500 000,00 897 735,26 3 220 578,77 11 478 056,05 3 263 330,58 5 287 752,67

Total

Limit

Amount used Non current

Current

Total

444 411,61 598 245,60 1 002 344,83 348 044,43 800 000,04 566 666,66 340 000,00 333 056,05 4 118 314,03 8 551 083,25

1 000 000,00 750 000,00 2 500 000,00 500 000,00 1 000 000,00 -

276 000,00 383 773,61 659 773,61 750 000,00 750 000,00 936 000,00 1 012 355,47 1 948 355,47 120 000,00 349 979,00 469 979,00 260 000,00 740 000,00 1 000 000,00 728 107,96 728 107,96 5 750 000,00 3 070 107,96 2 486 108,08 5 556 216,04

750 000,00 750 000,00 400 000,00 400 000,00 219 414,11 219 414,11 1 369 414,11 1 369 414,11

500 000,00 500 000,00 425 000,00 425 000,00 800 000,00 800 000,00 250 000,00 250 000,00 850 000,00 850 000,00 250 000,00 250 000,00 750 000,00 750 000,00 300 000,00 300 000,00 3 500 000,00 2 325 000,00 7 625 000,00 6 450 000,00

-

500 000,00 425 000,00 800 000,00 250 000,00 850 000,00 250 000,00 750 000,00 300 000,00 2 325 000,00 6 450 000,00

-

22 298,37 22 298,37

-

22 298,37 22 298,37

-

23 297,39 23 297,39

-

23 297,39 23 297,39

-

9 793,44 9 793,44

40 303,41 40 303,41

50 096,85 50 096,85

-

6 703,44 6 703,44

-

6 703,44 6 703,44

Bank overdrafts

Finance leases (Note 7) Merger (Note 2)

19 103 056,05 9 745 422,39 5 328 056,08 15 073 478,47

750 000,00 400 000,00 219 414,11 - 1 369 414,11

-

7 119 414,11 4 469 522,90 2 486 108,08 6 955 630,98

21. ADVANCES OF TRADE DEBTORS AND OTHER PAYABLES

On 31 December 2016 and 2015, the captions “Advances of trade debtors” and “Other payables” were as follows: 2016

Current Advances of trade debtors Internacional contracts Other payables Personnel Merger (Note 2) Suppliers of investments Debtors with accrued income: Employee remunerations Merger (Note 2) Interest to be paid Merger (Note 2) Subcontracts Merger (Note 2) Other accrued income Merger (Note 2) Other payables (Note 29) Merger (Note 2)

66 | TPF Planege Cenor - Consolidated Annual Report 2016

2015

Non current

Current

Non current

45 679,57 45 679,57

645 203,92 645 203,92

1 320 970,44 1 320 970,44

631 935,04 631 935,04

6 978,72 94 379,91 -

-

8 809,76

-

569 090,13 606 456,68 13 050,77 7 400,36 749 742,97 316 975,00 4 939 107,37 152 208,27 88 421,86 12 229,88

36 527,18 -

597 670,00 3 870 031,75 1 101 769,87 -

-

7 556 041,92

36 527,18

5 578 281,38

-

The Company received advances from customers relating to the major international contracts. The amortisation

of the advance is made in percentage to the invoicing of the contracts. The estimated time for the total depreciation of advances is the following:

Deadline Provided for the Deduction of Clients Advances

Contracts

Less than 1 year

Total

Algeria

109 629,41

Between 1 and 5 years -

109 629,41

Angola

535 574,51

-

535 574,51

Cameroon

43 319,24

43 319,24

-

Macao

2 360,33

2 360,33

-

690 883,49

45 679,57

645 203,92

22. STATE AND OTHER PUBLIC BODIES

On 31 December 2016 and 2015, the caption “State and other public bodies� was as follows: 2016

Tax income - Tax estimated for the year Merger (Note 2) Withholding tax Merger (Note 2) Value added tax Merger (Note 2) Social Security Contributions Merger (Note 2) Other taxes Merger (Note 2)

2015

Asset

Liability

(1 821,33) 52 174,36 264,18 12 351,63 2 959,66 8 472,40 12 496,76

148 645,24 210 049,04 136 751,66 159 756,23 571 562,55 285 737,63 136 706,39 162 418,79 58 515,34 10 783,54

111 689,39 670 574,23 24 884,99 1 595,87 -

709 766,90 106 668,40 218 660,87 91 976,79 126 503,76 -

86 897,66

1 880 926,41

808 744,48

1 253 576,72

Asset

Liability

23. REVENUE

Revenue is recognised by the Company on 31 December 2016 and 2015 and is detailed as follows: 2016

Internal Market Provisions of services

External Market

2015

Total

Internal Market

External Market

Total

5 163 199,01 36 647 683,14 41 810 882,15

1 674 958,99 24 407 276,00

26 082 234,99

5 163 199,01 36 647 683,14 41 810 882,15

1 674 958,99 24 407 276,00

26 082 234,99

24. GOVERNMENT SUBSIDIES

During the year that ended on 31 December 2016, the Company benefited from operating subsidies intended to compensate the Company for expenses incurred with trainees in the amount of 24,049.01 Euros and 53,548.81

Euros under the non-refundable financial incentive (on a non-repayable basis) relating to the reimbursement of

15% of staff, rent, electricity and other expenses for the financial year 2015.

Consolidated Annual Report 2016 - TPF Planege Cenor | 67

25. SUPPLIES AND SERVICES

The caption “Supplies and services” for the years ended 31 December 2016 and 2015 is detailed as follows: 2016

Subcontracts

2015

11 257 632,96

6 926 360,16

Specialised services

2 191 739,69

1 250 652,98

Fees

1 105 368,17

715 086,22

Travels, stays and transports

1 464 926,32

748 430,16

Rentals and leases

1 600 403,53

1 252 577,15

Energy and fluids

295 501,17

228 568,55

Maintenance and repair

240 752,54

157 080,98

Materials

257 293,09

169 674,57

Insurances

182 235,58

86 724,44

Communication

201 996,76

155 310,71

Other services

339 921,64

340 789,65

19 137 771,45

12 031 255,57

26. PERSONNEL EXPENSES

The caption “Personnel expenses” for the years ended 31 December 2016 and 2015 is detailed as follows: 2016

2015

Remuneration for social entities

1 295 379,89

563 727,66

Employee remuneration

9 012 257,23

4 512 287,40

607 137,67

183 921,54

1 710 179,28

813 323,07

Insurance

195 253,23

175 094,09

Employee welfare expenses

534 540,68

382 210,57

Other personnel expenses

644 808,71

674 852,72

13 999 556,68

7 305 417,05

Indemnities Responsibility for remuneration

27. OTHER INCOME

Breakdown of the caption “Other income” for the years ended 31 December 2016 and 2015 is detailed as follows: 2016

Supplementary revenue Interests received Revenues and gains on non-financial investments Exchange gains Other revenue and gains

2015

169 723,15 258 576,20

37 616,88 195 156,54

43 262,14

20 481,18

2 370 446,82 4 458 858,39 52 599,93

27 093,26

2 894 608,23 4 739 206,25

68 | TPF Planege Cenor - Consolidated Annual Report 2016

28. OTHER EXPENSES AND LOSSES

Breakdown of the caption “Other expenses and losses” for the years ended 31 December 2016 and 2015 is detailed as follows:

2016 714 780,68

376 972,92

20 744,48

-

3 447 937,41

3 421 093,09

1,20

-

Taxes Expenses and losses on non-financial investments Exchange losses

2015

Other financing expenses and losses Other expenses and losses

159 874,72

561 202,78

4 343 338,48

4 359 268,79

29. DEPRECIATION AND AMORTISATION OF EXPENSES / REVERSALS

Breakdown of the caption “Depreciation and amortisation of expenses / reversals” for the years ended 31 December 2016 and 2015 is detailed as follows: Tangible fixed assets (Note 6) Intangible assets (Note 9)

2016 156 888,79 137 156,73 294 045,52

2015 182 095,64 67 362,87 249 458,51

30. IMPAIRMENT OF NON-DEPRECIABLE/AMORTISABLE (LOSSES/REVERSALS)

During the year that ended on 31 December 2016 and 2015, impairment losses of depreciable or amortisable assets were as follows: On intangible assets

2016

2015

65 300,80 65 300,80

86 122,83 86 122,83

31. INTEREST AND SIMILAR EXPENSES

Interest and similar expenses recognised during the years ended at 31 December 2016 and 2015 are detailed as

follows:

2016

2015

Interest and similar expenses Interest on bank loans Interests on financial leases Other financing expenses and losses

309 734,96

136 879,50

-

496,03

4 417,74

1 596,55

314 152,70

138 972,08

Consolidated Annual Report 2016 - TPF Planege Cenor | 69

32. RELATED PARTY

32.1. RELATED PARTY TRANSACTION

During the year that ended on 31 December 2016 and 2015, the following related party transactions have been

made:

2016 External Supplies and services

Parent company: TPF, S.A. Associates: JGP NVIST - Consultoria Ambiental, SA

Provision of services

Other income and expenses

Interest earned

196 974,59

-

3 506,50

194 588,28

27 040,79

-

-

-

105 345,75 20 298,97 4 128,10 353 788,20

155 785,93 751,18 156 537,11

104 670,98 108 177,48

194 588,28

Related parties: Getinsa Group Synergia Consultoria Uebana e Social, Lda. TPF Engineering TPF Sp. Z o.o.

2015 External supplies and services

Provision of services

Interest earned

Other income and expenses

Parent company: TPF, S.A.

279 616,18

-

7 995,00

78 206,28

25 941,26 9 166,86 109 412,50 424 136,80

27 288,00 75 411,34 218 415,45 11 050,00 332 164,79

252,05 32 887,95 41 135,00

78 206,28

Related parties: TPF Engineering Basse-Sambre TPF Sp. z.oo Synergia Getinsa Group Cenor, S.A.

32.2. BALANCES WITH RELATED PARTIES

On 31 December 2016 and 2015, the Company presented the following balances with related parties: 2016

External Supplies and services Parent company: TPF, S.A.

Provision of services

Other income and expenses

Interest earned

196 974,59

-

3 506,50

194 588,28

27 040,79

-

-

-

105 345,75 20 298,97 4 128,10 353 788,20

155 785,93 751,18 156 537,11

104 670,98 108 177,48

194 588,28

Associates: JGP NVIST - Consultoria Ambiental, SA Related parties: Getinsa Group Synergia Consultoria Uebana e Social, Lda. TPF Engineering TPF Sp. Z o.o.

70 | TPF Planege Cenor - Consolidated Annual Report 2016

2016 Clients (Note 13) Parent company: TPF, S.A. Related parties: Getinsa Group Synergia Consultoria Uebana e Social, Lda. TPF Engineering TPF Sp. Z o.o.

Merger:

Shareholders (Note 17)

Supplies (Note 17)

Other payables (Note 18)

Financial investments (supplies)

31 314,26

-

252 495,77

-

-

180 857,96 252,05 -

-

32 459,89 5 681,51 4 128,10 -

72 885,86 -

-

257 935,85 470 360,12

6 900 000,00 6 900 000,00

85 770,85 380 536,12

72 885,86

30 673,88 30 673,88

33. SUBSEQUENT EVENTS

No subsequent events having a significant impact on the consolidated financial statements of 31 December 2016

are known as of the present date.

From the end of the reporting period to the preparation of these notes, no facts came to light that may alter the situation described in the accounts, for the purposes of Article 5 (b) of the of the Portuguese Companies Code.

THE CHIEF ACCOUNTANT

THE BOARD OF DIRECTORS

Consolidated Annual Report 2016 - TPF Planege Cenor | 71

AUDIT REPORT

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Consolidated Annual Report 2016 - TPF Planege Cenor | 73

74 | TPF Planege Cenor - Consolidated Annual Report 2016

REPORT AND OPINION OF THE STATUTORY AUDITOR

Consolidated Annual Report 2016 - TPF Planege Cenor | 75

76 | TPF Planege Cenor - Consolidated Annual Report 2016

Consolidated Annual Report 2016 - TPF Planege Cenor | 77

TPF Planege Cenor - Consultores de Engenharia e Gestรฃo, S.A. Rua Laura Alves, N.ยบ 12 - 8ยบ-1050-138 Lisboa, Portugal Tel. +351 218 410 400 Fax +351 218 410 409 geral@tpf.pt

www.tpfplanegecenor.pt