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IMPRESA

Annual Report 2012

IMPRESA SGPS SA

Publicly Held Company

Share Capital Eur 84,000,000

Rua Ribeiro Sanches, 65

Tax Number 502 437 464

(2)

2

SINGLE MANAGEMENT REPORT 2012

In compliance with the requirements imposed by law regarding public companies,

the Board of Directors of IMPRESA – Sociedade Gestora de Participações Sociais,

S.A. hereby presents its SINGLE MANAGEMENT REPORT relative to the financial

year of 2012. In doing so, the Board was careful to include sufficient elements and

information for the shareholders and investors in general to be able to assess the

activity of the IMPRESA GROUP in a clear and objective manner within the

respective horizon of intervention.

A) CONSOLIDATED ACCOUNTS

The Consolidated financial statements were prepared in compliance with the

provisions of the IAS/IFRS, as adopted by the European Union, which include the

International Accounting Standards (IAS) issued by the International Standards

Committee (IASC), the International Financial Reporting Standards (IFRS) issued

by the International Accounting Standards Board (IASB) and respective SIC and

IFRIC interpretations issued by the International Financial Reporting Interpretation

Committee (IFRIC) and Standing Interpretation Committee (SIC).

(3)

3

1. Executive Summary for 2012

 Net Income, without restructuring costs and impairment losses, reached 1.36

M€ at the end of 2012, relative to 187,000 euros recorded in 2011.

 IMPRESA reached a current EBITDA of 24.3 M€ in 2012, excluding the effect of

restructuring and impairment losses, down 6.7% on 2011.

 Net operating income was positive, in spite of a fall in revenue of 20.7 M€, due

to the implementation of a stringent cost control programme that resulted in

savings of 20.1 M€, excluding restructuring costs, which represents a decrease

of 8.0%.

 The restructuring undertaken in the last quarter of 2012, which represented an

investment of 4.9 M€ and focused almost fully on IMPRESA Publishing, has an

estimated pay-back period of 13 months.

 Total revenues fell 8.3% to 229 M€, penalised by the decline in advertising

revenues and publication sales, which was not offset by the growth of channel

subscription and multimedia revenues.

 In spite of the decline in advertising revenues, IMPRESA performed better than

the advertising market in general, having improved from a market share of

24.3% in December 2011 to 25.9% at the end of 2012.

 Net debt reached 204.1 M€ at the end of 2012, a decrease of 8.9 M€ relative to

the 213 M€ in December 2011. In average terms, net debt fell 9.2 M€ in 2012.

In the last 5 years, the net debt was reduced by almost 44 M€. At the end of

2012, medium to long term loans represented 70.9% of total remunerated

liabilities.

 SIC raised its EBITDA slightly by 0.7% to 22.8 M€, in spite of an unfavourable

economic scenario and a decline in turnover of 5.5 M€. SIC's EBITDA margin

increased to14.4% in 2012.

 IMPRESA

Other

benefitted

from the reorganisation decided in June 2011, and

its EBITDA improved by 1.52 M€.

 In prime time, SIC was the only generalist channel to improve relative to 2011,

achieving an average of 25.2%, 0.5 percentage points more than in the

previous year. In the commercial targets for daytime and prime-time, SIC also

led audiences with 24.0% and 28.5%, respectively.

(4)

4

 Expresso, which celebrated 40 years of existence in January 2013, continued

to be the most sold weekly newspaper, with paid circulation values of 98,000

copies, and ended the year with digital sales and subscriptions in excess of the

6,000 downloads of its weekly edition. These numbers mean that the Expresso

newspaper is the leading publication in both digital sales and online

subscriptions.

 In addition, the sites of the IMPRESA Group continued to grow in terms of

traffic. On average, in 2012, the sites reached 19.1 million visits, an average

growth of 27.5%, and 110 million pageviews. This growth was generated by

transfer of publishing websites do the portal SAPO, as part of the partnership

signed with PT, for the development of App’s and Interactive TV.

 In October 2012, IMPRESA has adopted a new management structure, which

is aligned with a new integrated vision of creating, production, distribution and

content sales.

Table 1. IMPRESA Main Indicators IMPRESA

(Values in €)

Dez-12

Dez-11

ch %

4th Qt

2012

4th Qt

2011

ch %

Total Revenues

229.058

249.791

-8,3%

61.886

67.174

-7,9%

Television Revenues

158.650

164.136

-3,3%

43.952

45.105

-2,6%

Publishing Revenues

68.659

81.594

-15,9%

17.687

21.531

-17,9%

Digital Revenues

1.749

4.061

-56,9%

248

537

-53,8%

EBITDA

19.495

22.271

-12,5%

7.339

10.169

-27,8%

EBITDA Margin

8,5% 8,9%

11,9%

15,1%

Current EBITDA

24.350

26.107

-6,7%

11.883

11.122

3,2%

EBITDA Margin

10,6%

10,5%

19,2%

18,3%

EBITDA Television

22.799

22.636

0,7%

11.426

11.230

1,8%

EBITDA Publishing

-1.093

3.363

n.a

-2.505

986

n.a.

EBITDA Digital

-2.211

-3.728

40,7%

-1.515

-2.047

26,0%

Net Profits

-4.894

-35.059

-86,0%

-1.285

-1.004

28,0%

Net Profits Adj (2)

1.357

187

627,6%

4.205

3.472

21,1%

Net Debt (M€)

204

213

-4,2%

204

213

-4,2%

Note: EBITDA = Operating Results + Amortisations + Depreciation + Impairment. Net Debt = Bank debt (ST+MLT) - Cash. (1) Current EBITDA is adjusted for restructuring costs, capital losses and impairment. (2) Net Income is adjusted for restructuring costs (4,9 M€) and impairment losses (2,7 M€).

(5)

5

2. Analysis of the Consolidated Accounts

Table 2. Total Revenues

(Values in €)

Dec-12

Dec-11

ch %

4th Qt

2012

4th Qt

2011

ch %

Total Revenues

229.058

249.791

-8,3%

61.886

67.174

-7,9%

Advertising

117.316

133.608

-12,2%

31.861

35.786

-11,0%

Channel Subscriptions

45.101

43.109

4,6%

11.296

10.428

8,3%

Circulation

30.435

34.545

-11,9% 7.137 8.257

-13,6%

Multimedia

19.987

16.850

18,6%

7.390

5.785

27,8%

Associated Products

3.545

4.920 -27,2%

882

1.440 -38,8%

Others

12.673

16.759

-24,3%

3.320

5.478

-39,9%

In 2012, IMPRESA achieved consolidated revenues of 229.1 M€, corresponding to a

decrease of 8.3% relative to the values recorded in 2011. During the 4th quarter, this

decrease came to 7.9%. The following should be noted relative to business in 2012:

Decrease of 12.2% in

advertising revenues, with a general

reduction that affected television and

the press, but with a better

performance than the overall

advertising market, which declined 18%

in 2012. In the 4th quarter of 2012, the

decline came to 11.0%.

4.6% growth in revenues from

thematic and international channel

subscriptions, with the 4th quarter

growing 8.3%.

11.9% decrease in revenues

from the sale of publications, caused by

the fall in copies sold and the

discontinuation of various publications during 2012.

18.6% increase in multimedia revenues. Over the 4th quarter, multimedia revenues

increased by 27.8%, year-on-year.

27.9% decrease in the sale of associated products, affected by the contraction in

private consumption during 2012.

24.3% decrease in other revenues, affected by the sale of IMPRESA.DGSM, in spite

of the increase in revenues of InfoPortugal, Customer Publishing and the Academia

Olhares.

Operating costs without impairments reached 209.5 M€, which represented a 7.9%

decrease relative to 2011. In 2012 and 2011, operating costs included high restructuring

costs, and adjusting for this item, the fall in operating costs would be 9.0%. This decrease

was a result of variable costs, which fell by 7.3%, as a result of the contraction of

business activity, as well as fixed costs, which fell by 7.6%, reflecting the cost contention

and reorganisation efforts undertaken in 2012 and over the last few years.

Publicidade 51% Subscrições  Canais 20% Publicações 13% Multimedia 9% Produtos  Associados 2% Outras 5%

IMPRESA ‐ Estrutura de Vendas 2012

Other 

IMPRESA ‐ 2012 Sales Structure

Channel  Subscriptions  Associated  Products Advertising 51% Publications

(6)

6

Table 3. Profit & Loss

(Values in €)

Dec-12

Dec-11

ch %

4th Qt

2012

4th Qt

2011

ch %

Total Revenues

229.058

249.791

-8,3%

61.886

67.174

-7,9%

Television

158.650

164.136

-3,3%

43.952

45.105

-2,6%

Publishing

68.659

81.594

-15,9%

17.687

21.531

-17,9%

Other & Inter-Segments

1.749

4.061

-56,9%

248

537

-53,8%

Operating Costs

209.563

227.521

-7,9%

54.548

57.005

-4,3%

Total EBITDA

19.495

22.271

-12,5%

7.339

10.169

-27,8%

EBITDA margin

8,5%

8,9%

11,9%

15,1%

Current EBITDA

24.350

26.107

-6,7%

11.883

12.280

-3,2%

EBITDA margin

10,6%

10,5%

19,2%

18,3%

Television

22.799

22.636

0,7%

11.426

11.230

-1,8%

Publishing

-1.093

3.363

n.a.

-2.565

986

n.a.

Other & Holding

-2.211

-3.728

40,7%

-1.515

-2.047

26,0%

Depreciation

7.117

8.174

-12,9%

1.639

1.990

-17,6%

EBIT

12.378

14.097

-12,2%

5.700

8.180

-30,3%

EBIT Margin

5,4%

9,4%

9,2%

12,2%

Financial Results (-)

13.349

13.420

-0,5%

3.306

3.579

-7,6%

Res. bef.Taxes & Minorities

-971

677

n.a

2.394

4.600

-48,0%

Taxes (IRC)(-)

1.162

2.404

-51,7% 1.460 1.811 -19,4%

Minority Interests (-)

5

15

65,1%

1

3

66,4%

Impairement's

2.755

33.317

-91,7%

2.218

3.789

-41,5%

Net Profits

-4.894

-35.059

86,0%

-1.285

-1.004

-28,0%

Net Profits Adj (3)

1.357

187

627,6%

4.205

3.472

21,1%

Note: EBITDA = Operating Results + Amortisations + Depreciation + Impairment. (1) Operating costs do not include Amortisations and Depreciation and Impairment. In 2012, operating costs include restructuring costs of €4.9m. (2) Current EBITDA is adjusted for restructuring costs, capital losses and impairment. (3) Net Income is adjusted for restructuring costs (4.9 M€) and impairment losses (2,75 M€).

The evolution of the main costs was as follows:

 In 2012, restructuring costs reached 4.9 M€, having increased 81.3% relative to

2011. Following this reorganisation, IMPRESA ended 2012 with 1.161 employees.

 Programming costs fell 4.7%. This decline was influenced by the reduction in the

programming costs of the morning, afternoon and weekend periods, in exchange

for the reinforcement of prime time.

 Staff costs decreased by 6.8%, as a result of the reduction in staff numbers. It

should also be noted that in September 2011, and in effect until December 2013,

there was a voluntary reduction of 10% in the salaries of the members of the Board

of Directors and senior staff of IMPRESA.

 Costs related to paper fell by 14.2%, resulting from the combined effect of the lower

number of publications and advertising pages and the decrease in price in average

terms, during 2012.

(7)

7

 Marketing costs decreased by 6.4%, due to the lower number of events in 2012.

 Costs related to associated products and multimedia fell by 4.7%, as a result of

contradictory effects, with the decline in associated products offsetting the growth

of multimedia.

 General costs fell by 6.1%.

 The adjustments for bad debts and other provisions fell by about 30% to 2.1 M€.

Current consolidated EBITDA, adjusted for restructuring costs, capital losses and

impairments, reached 24.3 M€ at the end of 2012 - in line with 2011 - and a margin of

10.6%. In the 4

th

quarter of 2012, the margin came to 19.2%. Including restructuring costs,

EBITDA reached 19.5 M€, a decrease of 12.5% relative to 2011 and the EBITDA margin

came to 8.5%, in 2012.

The volume of amortisations fell 12.9% to 7.1 M€, benefitting from the sale of

IMPRESA.DGSM, and from the reduction in investments during 2012. Investment, in

2012, including financial leasing, reached 1.1 M€.

The negative financial results declined 0.5% to 13.3 M€, benefitting from the reduction in

interest rates, namely in the 2nd half of 2012, the reduction of debt in average terms, and

the increase in net income of the associates - Lusa and VASP. On the negative side,

exchange rate losses were recorded, in contrast to the exchange rate gains registered in

2011

.

Net debt reached 204.1 M€,

a reduction of 8.9 M€ relative

to the end of 2011. The

decrease of net debt was

mostly due to the reduction of

working capital requirements.

In spite of said payment, the

average debt over the entire

year decreased by 9.2 M€.

Over the last 5 years, the net

debt was reduced by 44 M€.

At the end of 2012, medium to

long term loans represented

70.9% of total remunerated

liabilities.

In the financial year of 2012, equity funds decreased to 118.9 M€.

Results before taxes and impairments were negative by 889,000 euros, as a result of

the increase in restructuring costs during 2012.

In 2012, impairment losses in the total amount of 2.75 M€ were recorded. This

reinforcement resulted from a further deterioration of the prospects for generating cash

flows with reference to Medipress, and from the loss registered at IMPRESA.DGSM. In

2011, impairment losses in the amount of 33.3 M€ were recorded.

At the end of 2012, net income, before impairment losses and restructuring costs, was

positive having reached 1.36 M€.

Net income in 2012, without adjustments, reached the negative value of 4.9 M€, in

comparison with the loss of 35.1 M€ recorded in 2011.

213

223,5

218,8 218,9

204,1

Dez‐11 Mar‐12 Jun‐12 Set‐12 Dez‐12

Evolução Divida Líquida (M€)

Evolution of Net Debt (€m)

223.5 213  218.8  204.1 218.9

(8)

8

3. Television

Table 4. Television Indicators

Dec-12

Dec-11

ch %

4th Qt 2012

4th Qt

2011

ch %

Total Revenues

158.649.596

164.136.256

-3,3%

43.951.613 45.105.270

-2,6%

Advertising

87.384.979

96.882.975

-9,8%

23.811.605 25.967.648

-8,3%

Channels Subscriptions

45.100.995

43.108.776

4,6%

11.296.079 10.427.843

8,3%

Multimedia

19.856.666

16.874.113

17,7% 7.259.593

5.789.043

25,4%

Others

6.306.957

7.270.392

-13,3%

1.584.336

2.920.735

-45,8%

Operating Costs

135.850.989

141.500.556

-4,0%

32.525.303 33.875.658

-4,0%

EBITDA

22.798.607

22.635.700

0,7%

11.426.310 11.229.612

1,8%

EBITDA (%)

14,4%

13,8%

26,0%

24,9%

Result. Before Taxes

14.785.698

14.649.081

0,9%

9.509.724

9.348.692

1,7%

Note: EBITDA = Operating Results + Amortisations + Depreciation + Impairment. (1) Does not consider the effect of amortisations and depreciation and Impairment. In 2012, operating costs include 296,000 euros of restructuring costs.

In 2012, under a very adverse economic scenario, SIC reacted to the decline in advertising

revenues by further diversifying its sources of income and controlling operating costs.

The total revenues of SIC decreased by 3.3% to 158.6 M€, and results before taxes came

to 14.8 M€, having remained at the same level as in 2011.

While the advertising market of free-to-air television recorded a decrease of 18% in 2012,

SIC's advertising revenues fell by only 9.8% during 2013, after a strong contraction of

8.3% in the last quarter of the year. By the end of the year, advertising revenues

represented 55.1% of SIC's total turnover.

The evolution of advertising revenues benefitted from the gains in market share in

generalist channels, due to the improvement in the performance of the commercial targets,

especially during prime time. SIC's generalist channel achieved a market share of 40.7%,

4.5 percentage points higher than the values for 2011.

22.7%

21.9%

2011

2012

Audiences – Day

23.1%

24.0%

2011

2012

Audiences – Day

(Commercial target)

(9)

9

The SIC channel ended the year with an average audience of 21.9%, in comparison

with 22.7% of the previous year. In March, the new Gfk audience panel was launched.

With this new panel the audiences of the generalist channels are accounted along with the

remaining channels of the pay-tv platforms, which brings the total number of channels

being measured to 150. SIC was the generalist channel that showed the least decreased

in relation to the results of 2011, gaining market share in the generalist channels.

The programming strategy in 2012 continued to focus on obtaining the best results in the

commercial targets (classes ABC1C2, between 15 and 54 years of age). This strategy

allowed SIC to lead the audiences in the commercial targets for daytime and prime-time

with 24.0% and 28.5%, respectively, about 2 to 3 points above normal audiences. In prime

time, SIC was the only generalist channel to improve relative to 2011, achieving an

average of 25.2%, 0.5 percentage points more than in the previous year.

The audiences of the Portuguese soap operas and the recovery registered by the Brazilian

soap operas have contributed to the increase in audiences and the strong performance in

the commercial targets. Regarding the rest of SIC's programming during 2012, special

reference should be made to:

 At the start of 2012, the quality of the fiction produced by SIC was distinguished

with the Emmy for the best soap opera in 2011, awarded to the Portuguese series

"Laços de Sangue", produced in partnership with TV Globo. The soap opera "Laços

de Sangue" was broadcast until September 2011, over a period of slightly more

than one year, and achieved excellent audiences, higher

than those of the station's average.

 In September 2011 the soap opera "Rosa Fogo" debuted,

which helped consolidate the audiences of the national soap

operas on SIC during the 1st half of 2012, reaching 27.7% in

the universe and 31.0% in the commercial target.

 In the 2nd quarter of 2012, the soap opera "Dancin' Days"

debuted, having become one of the most seen

programmes right from the start, which came to

substitute the soap opera “Rosa Fogo”. In 2012, the

soap opera had an average audience of 30.9%, and

33.8% in the commercial target, enabling SIC to become prime time leader on

weekdays once again.

 In September 2012, Globo's new production "Gabriela" debuted, which was an

immediate success, with an average audience of 34.2%, and of 38.8% in the

commercial target, contributing to the strong performance in prime time.

26,3%

28,5%

2011 2012

Audiências  ‐ Prime Time

(Target comercial)

Audiências  ‐ Prime Time

(Target comercial)

24,7%

25,2%

2011 2012

Audiências  ‐ Prime Time

Audiences – Prime Time

24.7%

28.5%

26.3%

25.2%

(10)

10

 It is important to mention the good performance of the Brazilian soap operas in the

block before prime time, namely ”Morde & Assopra” and “Fina Estampa”, which led

the broadcast block between 18:00 and 20:00. And in prime-time, the soap opera

"Avenida Brazil" debuted in the 4th quarter of 2012, achieving right from the start

an average audience of 32.6%, and of 37.4% in the commercial target.

 "Jornal da Noite", which had an average audience of 24.4%, and 28% in the

commercial target, continued to record values above the average values of the

station.

 Football was another major focus of SIC. The 2nd quarter of 2012 was also marked

by the transmission of major events, such as the final of the European League –

whose transmission rights SIC renewed for another 3 years until 2015.

 In addition, the final of the League Cup, the Golden Globe Gala and the European

Football Championship 2012 were other major events of the station. The semi-final

of the European Football Championship, between Portugal and Spain, was the

most watched televised event of the last 8 years, with 3.7 million television viewers

and an audience of 74.8%.

Subscription revenues generated by the SIC channels distributed over cable and

satellite, in Portugal and abroad, grew by 4.6% in 2012 to 45.1 M€. In the 4th quarter of

2012, growth reached 8.3%. Subscription revenues represented 28.4% of SIC's total

turnover. This increase was due to the buoyancy recorded in the Portuguese pay-tv

market, with increased competition between platforms, as well as the sustained growth of

the international area.

With the introduction of the new Gfk audience panel in March 2012, no comparison with

audiences of previous years is possible.

In the period from March to December 2012, SIC's 4 thematic channels – SIC Notícias,

SIC Mulher, SIC Radical and SIC K - achieved a collective audience of 3.2%. Over this

period, SIC Notícias achieved a share of 1.5%, having ranked 5th in the thematic channels

ranking. The review of the panel resulted in the loss of SIC Notícias' leadership after 11

years as leader. The SIC Mulher channel was also ranked in the top 10 most watched

thematic channels, with audiences of 0.7% over this 10-year period. SIC Radical achieved

an average audience of 0.6%, while the SIC K channel celebrated its 3rd birthday and, in

spite of only being present in the MEO platform, reached an average audience of 0.4%.

SIC's set of generalist and thematic channels obtained an average audience of 24.9% in

2012.

In 2012, the international distribution of SIC channels maintained a strong performance,

having increased about 9.5% relative to 2011. It currently represents about 12% of the total

turnover of the Distribution area.

In 2012, SIC International consolidated its presence in all the markets where it is present

(France, Switzerland, Luxembourg, Andorra, the USA, Canada, Angola, Mozambique, Cap

Verde, South Africa and Brazil), currently reaching about 5.7 million viewers.

In the case of SIC Notícias, in addition to its presence in African and North American

markets (Angola, Mozambique, Cape Verde and the USA), it extended its presence to the

European market with the launch of emissions in Switzerland. At the end of 2012, SIC

Notícias reached a universe of 2.5 million viewers outside of Portugal, a 16% increase

relative to the previous year.

(11)

11

SIC Mulher and SIC K maintained strong growth in Angola and Mozambique, having

increased 45% and 193%, respectively, in terms of number of viewers relative to 2011.

In 2012, the Multimedia area grew 17.7% relative to 2011, having registered one of the

highest turnovers ever in this area with 19.8 M€. This increase is explained by the success

achieved in special actions such as the "Camião d'Ouro" which celebrated the 20 years of

SIC and by the strong performance of the competitions of daytime programmes.

Multimedia revenues registered a 25.4% year-on-year increase in the 4th quarter.

The sites of the SIC Universe registered a positive performance in 2012 in terms of both

traffic and revenues, with the sites of SIC Notícias and SIC Generalista being noteworthy.

Large-scale entertainment projects such as “Ídolos”, “Dancin’ Days” and “Rosa Fogo” were

the key drivers of traffic on SIC's site. The constant focus on video in the SIC Notícias site

proved to be a good move. All this contributed to a substantial increase in website traffic,

with the number of visitors having reached a monthly average of 3.8 million visitors,

and

growth in commercial income.

The year of 2012 was also a strong year in terms of the multi-platform presence of the SIC

brands. The projects "Ídolos" and "Toca a Mexer", both present on MEO's interactive

platforms, and the launch of SIC Notícias Interativa, pioneer in a new form of making

television, are noteworthy. It is also important to mention the transmission of the

commemoration of the 20th anniversary of SIC on the digital platforms.

Other revenues decreased by 13.3% in 2012, largely due to the lower revenues from

technical services and lower non-recurrent revenues, which were not offset by the higher

merchandising revenues and the sale of contents.

Operating costs at SIC fell by 4.0% in 2012. Amongst the main variations, grid costs fell

by 4.6%, multimedia costs rose with the increase in activity and fixed costs decreased by

5.7%.

In spite of the lower revenue, cost control enabled mitigating the fall in EBITDA, which

reached 22.8 M€, a slight increase of 0.7% in relation to 2011, and resulted in a margin of

14.4%. The EBITDA margin came to 26.0% in the 4th quarter of 2012.

SIC achieved results before taxes of 14.8 M€ in 2012, corresponding to an increase of

0.9% in relation to 2011.

(12)

12

4. Publishing

Table 5. Publishing Indicators

Dec-12

Dec-11

ch %

4th Qt 2012

4th Qt

2011

ch %

Total Revenues

68.658.737

81.593.808

-15,9%

17.686.827 21.531.279

-17,9%

Advertising

29.851.255

36.725.458

-18,7% 7.969.606

9.818.809

-18,8%

Circulation

30.434.584

34.545.254

-11,9%

7.136.615

8.257.205

-13,6%

Associated Products

3.266.136

4.919.527

-33,6% 881.779

1.439.984

-38,8%

Others

4.827.413

5.403.568

-10,7%

1.698.825

2.015.280

-15,7%

Operating Costs

69.751.834

78.230.537

-10,8%

20.259.164 20.545.096

-1,4%

EBITDA

-1.093.097

3.363.271

n.a

-2.564.597

986.183

n.a.

EBITDA (%)

-1,6%

4,1%

-14,5%

4,6%

Result. Before Taxes

-4.519.784

-314.436

n.a.

-3.351.974

63.233

n.a.

Note: EBITDA = Operating Results + Amortisations + Depreciation + Impairment. (1) Does not consider the effect of amortisations and depreciation and Impairment. In 2012, operating costs include 2.9 M€ relative to restructuring costs. IMPRESA Publishing recorded a goodwill impairment loss of 2.25 M€ relative to Medipress.

IMPRESA Publishing continued to face very difficult market conditions, arising from the

adverse economic climate. In 2012, within the scope of the reorganisation of the Group

undertaken during the 4th quarter, various measures were implemented, in addition to

those undertaken over the last 3 years, aimed at restoring profitability to positive territory in

2013.

During the month of October 2012, IMPRESA Publishing reorganised its portfolio of

publications, following a strategic reflection based on the definition of the editorial areas in

which the company wants to be present. In this regard, IMPRESA Publishing decided to

discontinue its brands in the decoration (with the exception of the publication Caras

Decoração, leader in this segment) and automobile areas, which included the magazines

Casa Cláudia, Casa Cláudia Ideias, Arquitectura & Construção, of the decoration segment,

and the publications Autosport and Volante, of the automobile sector, and associated sites.

The sites Relvado and Mygames were also discontinued.

These measures are part of a reorganisation process of IMPRESA, aimed at reinforcing its

focus on publications and brands

in which the Group is market

leader.

In 2012, total revenues reached

68.6 M€, which represented a

decrease of 15.9% in relation to

the accounts of 2011. This

negative evolution of revenue was

due to the reduction in all types of

revenue, and the discontinuation

of the abovementioned

publications in the 4th quarter.

Total revenues fell 17.9%

year-Publicidade 43,5% Publicações 44,3% Marketing Alternativo 5,2% Others 7,4%

IMPRESA Publishing

Estrutura Receitas

2012

2012 Revenue Structure

Publications  44.3% Advertising  43.5%

(13)

13

on-year in the 4th quarter of 2012.

The press advertising market contracted by 24.2% over 2012. In the case of IMPRESA

Publishing, advertising revenues fell by 18.7% to 29.8 M€. During the 4th quarter of 2012,

advertising revenues decreased by 18.8% year-on-year, while the segment as a whole fell

by 25% over the same period. IMPRESA Publishing registered a better performance than

the segment as a whole, having reinforced its market share.

One of the reasons for the increase in market share in this segment was due to the

stimulus initiatives of the “Life Media” area, which was able to mobilise a volume of

significant sponsorships through various events and conferences. During 2012, the

following events were noteworthy:

 "Countries like Us" Conference

 "Portugal under Examination" Conference

 "Media of the Future" Conference

 "Cities of the Future" Conference

 Energy

Portugal

 Exports

Path

 Banco Popular Conference Cycle

 500 Biggest and Best, 1000 Largest SMEs, Best Companies to Work for in

Portugal.

 Golden Globes / Caras

At an institutional level, there is continued focus on the holding of various events, in

particular the Pessoa Award, the Primus Inter-Peer Award and the Woman Award.

Advertising revenues from IMPRESA Publishing represented 43.5% of total turnover in

2012.

In 2012, revenues from the sale of publications reached 30.4 M€, representing a

decrease of 17.1%. Revenue from publication sales was negatively affected by the

discontinuation of various magazines during the 4th quarter of 2012, namely Casa Cláudia,

Casa Cláudia Ideias, Arquitectura & Construção, Autosport and Volante.

During a year marked by the generalised decline in circulation, the publications of

IMPRESA Publishing maintained their positions of leadership in the different market

segments in 2012. Expresso continued to be the most sold weekly newspaper, with paid

circulation values of 98,000 copies, increasing its market share to 75.8%. The paid

circulation of Visão reached 91,000 copies, representing more than 50% of the news

magazines market share. Special reference should be made to TV Mais which, in contrast

to most of the portfolio, managed to increase its circulation to 76,000 copies, representing

an increase of 1% in relation to 2011.

In addition, the sites of IMPRESA Publishing continued to grow in terms of traffic. In March

2012, the sites achieved an average of 13.1 million visits and 74.6 million pageviews.

These values represent an average growth of 31.2% in visits and 6.7% in pageviews,

relative to the average values for 2011.

(14)

14

Following the partnership between the Impresa Group and Sapo, established at the end of

2011, the information sites of the various publications of the IMPRESA Group were

integrated into the Sapo Network. This integration has enabled the development of new

multi-platform projects and will bring in significant synergies, in terms of technology and

commercial operations. The launch of the free Apps of Visão and Expresso, planned for

January 2013, with the information contained in the information sites, were the first

example.

In 2012, following the start-up in 2011, the Group's publications entered, in a decisive

manner, new platforms, especially the iPad. There are currently paid APPs available for

4 publications, namely Expresso, Visão, Caras and Exame, in IOS and Android versions.

For all these brands as a whole, with Expresso standing out, having ended the year with

sales of around 6,000 downloads of the weekly edition. These numbers mean that the

Expresso newspaper is the leading publication in both digital sales and online

subscriptions.

The area of associated products recorded a decline of about 33.6% over 2012, with

turnover having reached 3.3 M€. However, note should be made of the successes of the

"Oscars", "Downtown Abbey" and "The Pillars of the Earth" DVD collections, as well as the

2012 edition of the "Boa Cama e Boa Mesa" guide.

Other revenues registered a decline of 10.7% in 2012, in spite of the increase in activity in

the Customer Publishing area.

Operating costs fell by 10.8%, penalised by the restructuring costs which reached 3.9 M€

in 2012. Adjusting for this item, operating costs would have fallen by 14.9%.

The operating evolution and restructuring costs penalised EBITDA in 2012, which was

negative by 1.1 M€. Without restructuring costs, EBITDA would have come to €2.8m in

2012, representing a decrease of 37%.

Operating performance, including restructuring costs, penalised results before taxes, which

were negative by 4.5 M€ - without impairments - at the end of 2012.

In 2012, the net income of IMPRESA Publishing was also affected by impairment losses,

relative to Medipress, in the amount of 2.25 M€. In 2011, impairment losses came to 5.3

M€.

(15)

15

5. IMPRESA Others

Table 6. Other Indicators

Dec-12

Dec-11

ch %

4th Qt 2012

4th Qt

2011

ch %

Total Revenues

1.749.444

4.061.403

-56,9%

248.008

537.270

-53,8%

InfoPortugal

1.679.441

1.595.713

5,2% 220.235

521.742

-57,8%

Olhares

208.347

272.802

-23,6%

52.669

71.720

-26,6%

Outras

-138.344

2.192.888

n.a. -24.896

-257.274

-90,3%

Operating Costs

3.960.211

7.789.420

-49,2%

1.763.077

2.583.788

-31,8%

EBITDA

-2.210.767

-3.728.018

40,7%

-1.515.069

-2.046.401

26,0%

EBITDA (%)

-126,4%

-91,8%

-610,9%

-629,8%

Note: EBITDA = Operating Results + Amortisations + Depreciation + Impairment Losses. (1) Does not consider the effect of amortisations and depreciation and Impairment.

Within the scope of the reorganisation carried out at the end of the 1st half of 2011, the

IMPRESA Other segment was created, which included the companies IMPRESA.DGSM,

InfoPortugal, IMPRESA holdings, Impresa Digital and Solo, Impresa Serviços (shared

services) and Office Share (real estate company) in its consolidation perimeter, in addition

to the corrections resulting from inter-company transactions. In the interim,

IMPRESA.DGSM was sold during 2012.

During 2012, total revenues fell 56.9% to 1.75 M€. In the 4th quarter of 2012, IMPRESA

Other reached a turnover of 248,000 euros, which represented a year-on-year decrease of

53.8%. The main reason for the decrease was the change in the consolidation perimeter of

this segment, with the sale of IMPRESA.DGSM in the 2nd quarter of 2012.

Operating costs fell by 49.2% in 2012, benefitting from the closure and sale of companies

and activities. EBITDA was negative by 2.2 M€ in 2012, which represented a year-on-year

recovery of 40.7% In the 4th quarter of 2012, EBITDA was negative by 1.5 M€, an

improvement relative to the negative 2.1 M€ reached in the 4th quarter of 2011.

During 2012, the evolution of the main operating activities was as follows:

During the 2nd quarter of 2012, an agreement was reached regarding the

disposal of the total share capital of IMPRESA.DGSM to NoniusSoft. In

return, IMPRESA SGPS will acquire a 15.03% stake in the share capital of

NoniusSoft.

This operation will permit the creation of a Portuguese group, with IMPRESA SGPS as one

of its main shareholders, which has the IPTV solutions in about 16,000 hotel rooms, and in

terms of hospitality solutions, is present in more than 400 hotels, distributed throughout

Portugal, the rest of Europe, Africa and Brazil.

(16)

16

In a year of strong market contraction, the commercial activity of Infoportugal registered a

total turnover of 1.7 M€ in 2012, an increase of 5.2%. In 2012,

emphasis was placed on digital photogrammetry, which

represented about 50% of turnover, in addition to the

development of Web&Mobile solutions which quadrupled its

turnover, proving that the focus and investment in these areas of activity is of strategic

relevance for the sustained growth of Infoportugal.

In addition to the increase in revenue, a cost containment policy was implemented, which

resulted in the growth of EBITDA by 30.9%.

The contraction of the market boosted the aggressiveness of the competition in the

different sectors where InfoPortugal is active (geographic information systems, production

of multimedia content and development of web&mobile solutions). InfoPortugal combined

this mix of competences and obtained a clear market differentiation, by delivering complex,

integrated solutions to its customers.

Among the main projects undertaken in 2012, the following were noteworthy:

 Development of the geographic information system for the Directorate General of

Treasury and Finance (DGTF).

 Development of the Business Intelligence application for Europcar.

 High-precision Altimetry Numerical Model of the Coastal Line of Portugal.

 Provision of tourist-related materials and mobile application for Douro Alliance.

 Design and development of mobile applications of the Romanesque Route.

The Olhares site, which has been included in the consolidation

perimeter of IMPRESA Other since the beginning of the year,

decreased 24% in terms of total turnover in 2012, reaching 208,000

euros. This decrease was mainly due to the decline in advertising revenues, which was not

offset by the increase in revenues from Academia Olhares.

Olhares continues to solidify its presence as the largest photography website in Portugal,

with 1.1 million visitors, and 10.6 million pageviews.

Regarding Academia Olhares, which represented 50.4% of total revenues, 2012 was a

year of consolidation of its activity in Portugal, with the progressive expansion of its activity

to 15 cities.

In addition, during 2012, Academia Olhares extended its offer, with the launch in August of

face-to-face courses in Brazil, in the city of São Paulo, and the first online photography

course was also offered in October, through an e-learning platform developed exclusively

for this purpose. Launched initially only for the Brazilian market, it also became available

for the Portuguese market in December.

(17)

17

6. Stock Market Performance

After the negative net change which penalised the stock markets during 2011, 2012 was a

year of recovery. In 2012, capital markets registered negative net changes in general,

principally as of the

summer months,

following the aftermath

of the sovereign debt

crisis. The PSI 20, which

closed 2011 lower by

27.6%, showed positive

behaviour in 2012, with

the strong upturn

recorded after the

summer months, the PSI

20 index grew by 2.9%.

The EuroStoxx

European reference

index showed a strong

performance, having

risen by 17.4% in 2012. The media sector in Europe, on the other hand also recorded a

positive performance, with the DJ EuroStoxx Media index having appreciated by 8.8%. The

subsector of stocks of television companies recorded zero net change during 2012, with

the stocks of the Southern European countries having devaluated strongly, which was

offset by the appreciation of the stocks of North European televisions.

The shares of IMPRESA,

during 2012, devalued by

34%, in line with most of the

declines recorded by the

shares of television stations

in Spain and Italy.

However, the modest

recovery in share prices as

a whole in 2012, was not

accompanied by increased

liquidity. The average

transactions of IMPRESA

shares of 18.3 thousand

shares/day in 2012

represented a decrease

relative to the average of

36.3 thousand shares/day

in 2011 (-49.5%). The lower

free-float of IMPRESA shares, around 14%, exacerbated the fall in liquidity.

0 10.000 20.000 30.000 40.000 50.000 60.000 70.000 80.000

Jan‐12 Fev‐12 Mar‐12 Abr‐12 Mai‐12 Jun‐12 Jul‐12 Ago‐12 Set‐12 Out‐12 Nov‐12 Dez‐12

IMPRESA 2012 Volumes

(média diária)

Nº Ações 0,1 0,2 0,3 0,4 0,5 0,6 0,7 Ja n … Ja n … Ja n … Ja n … Ja n … Fe v… Fe v… Fe v… Fe v… Ma r… Ma r… Ma r… Ma r… Ab r… Ab r… Ab r… Ab r… Ab r… Ma i… Ma i… Ma i… Ma i… Ju n … Ju n … Ju n … Ju n … Ju l-1 2 Ju l-1 2 Ju l-1 2 Ju l-1 2 Ju l-1 2 A g o … A g o … A g o … A g o … Se t… Se t… Se t… Se t… Ou t… Ou t… Ou t… Ou t… Ou t… No v… No v… No v… No v… De z… De z… De z… De z… De z…

IMPRESA - Comportamento das ações em

2012

(18)

18

7. Prospects

The year of 2012 was characterised by an extremely adverse macroeconomic climate, and

estimates for 2013 point towards the maintenance of that climate, such that measures

were implemented during 2012 to enable an overall improvement in the operational

indicators of IMPRESA in 2013. The first indicators of 2013 point that way.

The IMPRESA Group will continue with tight control over operating costs, while reinforcing

its market share, with the main objectives of improving operating earnings, diversification

of revenues, while continuing efforts to reduce interest-bearing liabilities and return to a

positive net income.

B) INDIVIDUAL ACCOUNTS

1. Analysis of Individual Accounts

As noted in the 2009 Report, the Board of Directors of IMPRESA decided to adopt, in the

preparation of its individual financial statements, the IAS/IFRS as adopted by the European

Union, from 1 January 2009, considering 1 January 2008 as the transition date for the

purpose of calculating the conversion adjustments.

Hence, the individual financial statements presented as at 31 December 2012 and 2011

were prepared in accordance with these accounting standards.

During 2012, in individual terms, operating costs recorded a value of 2,738.8 thousand

euros, compared with the 2,630 thousand euros, reached in 2011.

It should be noted that the voluntary reduction of 10% in the salaries of all the members of

the Board of Directors and senior staff of IMPRESA was in force from September 2011 to

December 2012.

The financial results were negative by 6,618.6 thousand euros, compared with the positive

value of 6,074.5 thousand euros achieved in 2011, as a consequence of the reduction of

dividends received and the recording of impairment losses of the value of 10,509.9

thousand euros.

The net income calculated for 2012 was negative by 8,696.1 thousand euros, compared

with the positive value of 4,146.7 thousand euros reached in 2011.

(19)

19

2. Proposed appropriation of net income

We propose the transfer of the negative net income of 8,696,077 euros to the Retained

Earnings account.

C) ACTIVITY OF THE NON-EXECUTIVE DIRECTORS

Non-executive directors, in compliance with the duties entrusted to them by law,

participated in the meetings of the Board of Directors, namely in meetings where the

quarterly, half-year and annual accounts for the financial year of 2012 were appraised and

approved, and in the general meetings of shareholders. These directors did not encounter

any constraints in the performance of their duties.

Under the terms of the law and IMPRESA Audit Committee regulations, the activity of the

non-executive members of the Audit Committee are described in a separate report, which

is an integral part of the IMPRESA 2012 Annual Report.

(20)

20

D) ACKNOWLEDGEMENTS

The Board of Directors would like to thank the employees for their effort and dedication

shown during the year under analysis.

The Board of Directors would also like to thank the Statutory Auditor, Deloitte &

Associados, SROC and the following banks for all the collaboration provided during the

financial year of 2012: Banco BPI, Caixa Geral de Depósitos, Caixa Banco de

Investimento, Banco Espírito Santo, Banco Espírito Santo de Investimento, Millennium

BCP, Banco Santander Totta, Banco Popular, Montepio Geral, Banco BIC and Banco

Barclays.

Lisbon, March 25

th

, 2013

The Board of Directors

Francisco José Pereira Pinto de Balsemão

Francisco Maria Supico Pinto Balsemão

Pedro Lopo de Carvalho Norton de Matos

Alexandre de Azeredo Vaz Pinto

António Soares Pinto Barbosa

Maria Luísa Coutinho Ferreira Leite de Castro Anacoreta Correia

Miguel Luís Kolback da Veiga

(21)

IMPRESA

Individual Accounts 2012

(22)

Notes 2012 2011 NON-CURRENT ASSETS

Investments in group and associated companies 10 165.876.120 164.028.280

165.876.120 164.028.280

CURRENT ASSETS:

State and other public entities 11 236.371

-Other current assets 12 8.855.612 5.702.633

Cash and cash equivalents 13 47.136 135.224

9.139.119 5.837.857 175.015.239 169.866.137 EQUITY: Capital 14 84.000.000 84.000.000 Share premium 15 36.179.271 36.179.271 Legal reserve 16 1.050.761 843.428 Other reserves 16 5.528.515 1.589.193

Net profit/(loss) for the year (8.696.077) 4.146.655

118.062.470 126.758.547 LIABILITIES: NON-CURRENT LIABILITIES: Borrowings 17 9.917.919 10.901.719 Provisions 10 232.740 -10.150.659 10.901.719 CURRENT LIABILITIES: Borrowings 17 10.471.366 10.414.806

Loans from group companies 18 32.979.650 18.200.000

Trade and other payables 19 81.002 186.762

State and other public entities 20 107.097 737.026

Other current liabilities 12 3.162.995 2.667.277

46.802.110 32.205.871

Total liabilities 56.952.769 43.107.590

TOTAL EQUITY AND LIABILITIES 175.015.239 169.866.137

THE ACCOUNTANT THE BOARD OF DIRECTORS

IMPRESA - SOCIEDADE GESTORA DE PARTICIPAÇÕES SOCIAIS, S.A. STATEMENTS OF FINANCIAL POSITION AS OF 31 DECEMBER 2012 AND 2011

(Amounts stated in Euros)

(Translation of statements of financial position originally issued in Portuguese - Note 26)

Total current assets TOTAL ASSETS

ASSETS

EQUITY AND LIABILITIES Total non-current assets

TOTAL EQUITY

Total non-current liabilities

Total current liabilities

as of 31 December 2012.

(23)

Notes 2012 2011 OPERATING REVENUE:

Other operating revenue 3 1.718 4.731

OPERATING COSTS:

External supplies and services 4 (517.800) (528.756)

Personnel costs 5 (1.742.103) (1.813.664)

Provisions 10 (232.740)

-Other operating costs 6 (246.141) (287.569)

Total operating costs (2.738.784) (2.629.989)

Operating loss (2.737.066) (2.625.258)

NET FINANCIAL ITEMS:

Net financial costs 7 (1.139.397) (1.120.629)

Net gains/(losses) on group companies and associated companies 7 (5.479.218) 7.195.142

(6.618.615) 6.074.513

Profit/(loss) loss before taxes (9.355.681) 3.449.255

Income tax for the year 8 659.604 697.400

Net profit/(loss) for the year (8.696.077) 4.146.655

Comprehensive income/(loss) for the year (8.696.077) 4.146.655

Earnings per share:

Basic 9 (0,0518) 0,0247

Diluted 9 (0,0518) 0,0247

THE ACCOUNTANT THE BOARD OF DIRECTORS

for the year ended 31 December 2012.

The accompanying notes form an integral part of the statement of comprehensive income IMPRESA - SOCIEDADE GESTORA DE PARTICIPAÇÕES SOCIAIS, S.A.

STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED 31 DECEMBER 2012 AND 2011

(Amounts stated in Euros)

(24)

Share Legal Other Accumulated Net profit/(loss) Total Capital premium reserve reserves losses for the year equity

Balance at 31 December 2010 84.000.000 97.902.257 759.786 - (61.722.986) 1.672.835 122.611.892 Appropriation of the loss for the year ended 31 December 2010 - - 83.642 1.589.193 - (1.672.835)

-Coverage of losses (Note 15) - (61.722.986) - - 61.722.986 -

-Profit for the year ended 31 December 2011 - - - - - 4.146.655 4.146.655

Balance at 31 December 2011 84.000.000 36.179.271 843.428 1.589.193 - 4.146.655 126.758.547

Appropriation of profit for the year ended 31 December 2011 (Note 16) - - 207.333 3.939.322 - (4.146.655) -Net loss for the year ended 31 December 2011 - - - (8.696.077) (8.696.077) Balance at 31 December 2012 84.000.000 36.179.271 1.050.761 5.528.515 - (8.696.077) 118.062.470

THE ACCOUNTANT THE BOARD OF DIRECTORS

The accompanying notes form an integral part of the statement of changes in equity for the year ended 31 December 2012. IMPRESA - SOCIEDADE GESTORA DE PARTICIPAÇÕES SOCIAIS, S.A.

STATEMENTS OF CHANGES IN EQUITY

FOR THE YEARS ENDED 31 DECEMBER 2012 AND 2011

(Amounts stated in Euros)

(25)

Notes 2012 2011 OPERATING ACTIVITIES:

Cash paid to suppliers (622.696) (430.863)

Cash paid to employees (1.770.105) (1.805.239)

Cash used in operations (2.392.801) (2.236.102)

Received relating to income taxe 2.504.955 1.821.863

Other cash paid relating to operating activities (317.447) (294.087)

Net cash used in operating activities (1) (205.293) (708.326)

INVESTING ACTIVITIES Cash received relating to:

Investment in group and associated companies - 30.000

Dividends 7 5.213.964 7.775.358

Interest and similar income - 10

5.213.964 7.805.368 Cash paid relating to:

Capital increases in group companies 10 (1.600.000) -

Acquisition of participations 10 (1.572.600) (170)

Supplementary capital contributions 10 (9.376.480) (5.621.270)

Loans to group companies 12 (5.341.050) -

(17.890.130) (5.621.440)

Net cash from/(used in) investing activities (2) (12.676.166) 2.183.928

FINANCING ACTIVITIES: Cash received relating to:

Borrowings - 650.000

Loans from group companies 18 14.779.650 6.975.000

14.779.650 7.625.000 Cash paid relating to:

Borrowings 17 (1.000.000) (5.000.000)

Loans from group companies - (2.900.000)

Interest and similar costs (1.042.839) (1.066.953)

(2.042.839) (8.966.953)

Net cash from/(used in) financing activities (3) 12.736.811 (1.341.953)

(144.648) 133.649

Cash and cash equivalents at the beginning of the year 13 (1.779.582) (1.913.231)

Cash and cash equivalents at the end of the year 13 (1.924.230) (1.779.582)

THE ACCOUNTANT THE BOARD OF DIRECTORS

Net increase/(decrease) in cash and cash equivalents (4) = (1) + (2) + (3)

for the year ended 31 December 2012.

The accompanying notes form an integral part of the cash flow statement IMPRESA - SOCIEDADE GESTORA DE PARTICIPAÇÕES SOCIAIS, S.A.

CASH FLOW STATEMENTS FOR THE YEARS ENDED 31 DECEMBER 2012 AND 2011

(Amounts stated in Euros)

(26)

IMPRESA

Notes to Individual Financial

Statements 2012

(27)

IMPRESA - SOCIEDADE GESTORA DE PARTICIPAÇÕES SOCIAIS, S.A. NOTES TO THE FINANCIAL STATEMENTS AS OF 31 DECEMBER 2012 (Amounts stated in Euros)

(Translation of notes originally issued in Portuguese – Note 26)

1 INTRODUCTORY NOTE

Impresa – Sociedade Gestora de Participações Sociais, S.A. (“the Company” or “Impresa”) has its head-office in Lisbon and was founded on 18 October 1990, its main activities being the management of investments in other companies.

Impresa is the parent company of a group made up of Impresa and its subsidiaries (“Group”). The Group operates in the media industry, namely in television broadcasting, publishing (newspapers and magazines) and other audiovisual activities. In June 2011 Soincom – Sociedade Gestora de Participações Sociais, S.A. (“Soincom” a fully owned subsidiary) was merged into the Company, effective for accounting purposes as of 1 January 2011.

These financial statements were approved for publication by the Board of Directors of Impresa on 25 March 2013. The Company has also prepared consolidated financial statements in accordance with legislation.

2. MAIN ACCOUNTING POLICIES 2.1 Bases of presentation

The financial statements have been prepared on a going concern basis, from the Company’s accounting records, maintained in accordance with the provisions of IAS/IFRS as endorsed by the European Union, which include the International Accounting Standards (“IAS”) issued by the International Standards Committee (“IASC”), International Financial Reporting Standards (“IFRS”) issued by the International Accounting Standards Board (“IASB”), and related “IFRIC” interpretations issued by the International Financial Reporting Interpretation Committee (“IFRIC”) and Standing Interpretation Committee (“SIC”). These standards are hereinafter be referred to as “IFRS”.

Impresa adopted IFRS in the preparation of its separate financial statements for the first time in 2009 and so, in compliance with IFRS 1 – First-time Adoption of International Financial Reporting Standards (“IFRS 1”), the date of transition from Portuguese generally accepted accounting principles to IFRS rules was 1 January 2008.

Therefore, in compliance with IAS 1, Impresa declares that these financial statements and related notes comply with the requirements of IAS/IFRS as endorsed by the European Union, in force for the years beginning on 1 January 2012.

2.2 Adoption of new or revised IAS/IFRS

The accounting policies used in the year ended 31 December 2012 are consistent with those used for the preparation of the separate financial statements of Impresa for the year ended 31 December 2011 and are explained in the notes.

The following amendment endorsed by the European Union is of mandatory application in the year ended 31 December 2012:

Standard

Applicable to years starting on

or after IFRS 7 – Amendment (Transfer of

financial assets)

1-Jul-11 This amendment requires a greater number of

disclosures relating to the transfer of financial assets.

The adoption of the above amendment did not have a significant effect on the Company’s financial statements for the year ended 31 December 2012.

(28)

IMPRESA - SOCIEDADE GESTORA DE PARTICIPAÇÕES SOCIAIS, S.A. NOTES TO THE FINANCIAL STATEMENTS AS OF 31 DECEMBER 2012 (Amounts stated in Euros)

(Translation of notes originally issued in Portuguese – Note 26)

2

The following standards, interpretations, amendments and revisions with mandatory application in future years were endorsed by the European Union at the time of approval of these financial statements:

Standard Applicable to

years on or after IFRS 10 – Consolidated financial

statements

1-Jan-14 This standard established the requirements relating to the presentation of consolidated financial statements of the parent company, substituting, for these matters, standard IAS 27 – consolidated and separate financial statements and SIC 12 – Consolidation – Special Purpose Entities. This standard also introduced new rules regarding the definition of control and determination of the consolidation perimeter.

IFRS 11 – Joint arrangements 1-Jan-14 This standard substitutes IAS 31 – Interests in

Joint Ventures and SIC 13 – Jointly Controlled Entities – Non Monetary Contributions by Venturers, and eliminates the possibility of using the proportional consolidation method for recording interests in joint ventures.

IFRS 12 – Disclosures of interests in other entities

1-Jan-14 This standard establishes a new set of disclosures relating to participations in subsidiaries, joint ventures, associates and entities not consolidated.

IFRS 13 – Fair value measurement

1-Jan-13 This standard substitutes the guidelines existing in the various IFRS standards relating to the

measurement of fair value. This standard is applicable when another IFRS requires or permits measurements or disclosures of fair value.

IAS 27 – Separate financial statements (2011)

1-Jan-14 This standard restricts the scope of application of IAS 27 to separate financial statements.

IAS 28 – Investments in Associates and Joint Ventures (2011)

1-Jan-14 This amendment ensures consistency between IAS

28 – Investments in Associates and the new standards adopted, especially IFRS 11 – Joint Arrangements.

(29)

IMPRESA - SOCIEDADE GESTORA DE PARTICIPAÇÕES SOCIAIS, S.A. NOTES TO THE FINANCIAL STATEMENTS AS OF 31 DECEMBER 2012 (Amounts stated in Euros)

(Translation of notes originally issued in Portuguese – Note 26)

3 IAS 12 – Amendment (recovery of

deferred tax assets)

1-Jan-13 This amendment establishes the assumption that the recovery of investment properties measured at fair value in accordance with IAS 40 is realized through sale.

IAS 19 – Amendment (defined benefit pension plans) (2011)

1-Jan-13 This amendment introduced the following changes

relating to defined benefit pension plan financial statements: (i) actuarial gains and losses are fully recognized in reserves (the corridor method no longer being allowed); (ii) a single interest rate becomes applicable to calculate the amount of the liability and the plan’s assets. The difference between the real return on the plan’s assets and the single interest rate is recorded as actuarial gain/loss; (iii) costs

recognized in profit and loss correspond only to current service and net interest cost.

IFRS 1 – Amendment (Hyper-inflation)

1-Jan-13 This amendment provides guidelines as to how

entities must present their financial statements in accordance with IFRS after a period in which they could not be presented due to their functional currency being subject to severe hyper-inflation.

IAS 1 – Amendment (Other Comprehensive Income)

1-Jul-12 This amendment refers to the following changes: (i) the items included in Other Comprehensive Income that will in the future be recognized in profit and loss must be presented separately; (ii) the Statement of Comprehensive Income must also be called the Statement of Profit and Loss and Other Comprehensive Income.

IFRS 7 – Amendment (2011) 1-Jan-13 This amendment requires additional disclosures

relating to financial instruments, namely information regarding those subject to compensating and similar agreements.

IAS 32 – Amendment (2011) 1-Jan-14 This amendment clarifies certain aspects of the

standard due to diversity in the application of the compensating requirements.

IFRIC 20 – Stripping costs in the productions of a surface mine (2011)

1-Jan-13 This interpretation clarifies the recognition of certain costs during the production phase of a surface mine.

The Company did not early apply any of these standards in its separate financial statements for the year ended 31 December 2012. However, significant impact on the financial statements is not expected on the future adoption of the standards.

The following standards, interpretations, amendments and revisions applicable to future years have, to the date of approval of the accompanying financial statements, not been endorsed by the European Union:

References

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