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TEIXEIRA DUARTE GROUP - 2010 SUMMARY OF INDICATORS MANAGEMENT REPORT OF THE BOARD OF DIRECTORS I. INTRODUCTION II. ECONOMIC ENVIRONMENT III. GENERAL OVERVIEW IV. SECTOR ANALYSIS IV.1. CONSTRUCTION IV.2. CEMENT, CONCRETE AND AGGREGATES IV.3. CONCESSIONS AND SERVICES IV.4. REAL ESTATE IV.5. HOTEL SERVICES IV.6. DISTRIBUTION IV.7. ENERGY IV.8. AUTOMOBILE V. HOLDINGS IN LISTED COMPANIES VI. EVENTS AFTER THE END OF THE REPORTING PERIOD VII. OUTLOOK FOR THE FINANTIAL YEAR 2011 VIII. DISTRIBUTION TO MEMBERS OF THE BOARD OF DIRECTORS IX. PROPOSAL FOR THE APPROPRIATION OF PROFIT NOTES TO THE MANAGEMENT REPORT OF THE BOARD OF DIRECTORS CORPORATE GOVERNANCE REPORT - 2010 FINANCIAL STATEMENTS CONSOLIDATED FINANCIAL STATEMENTS REPORTS, OPINIONS AND CERTIFICATIONS OF THE AUDIT BODIES

8 10 11 12 13 13 22 23 31 33 39 44 47 49 52 54 55 55 55 56 57 59 129 143 205

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BOARD OF DIRECTORS

Chairman Mr. Pedro Maria Calainho Teixeira Duarte

Directors Mr. Manuel Maria Calainho de Azevedo Teixeira Duarte Mr. Joel Vaz Viana de Lemos

Mr. Jorge Ricardo de Figueiredo Catarino Mr. Carlos Gomes Baptista

Mr. João José de Gouveia Capelão Mr. João José do Carmo Delgado

SUPERVISORY BOARD

Chairman Mr. António Gonçalves Monteiro Member Mr. Mateus Moreira

Member Mr. Miguel Carmo Pereira Coutinho Alternate Mr. Horácio Lisboa Afonso

CHARTERED ACCOUNTANT

Mariquito, Correia & Associados

Chartered Accountants Company, represented by Mr. António Franciso Escarameia Mariquito - ROC

COMPANY SECRETARY

Permanent Mr. José Pedro Poiares Cobra Ferreira Alternate Mrs. Maria António Monteiro Ambrósio

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António Costeira Faustino

Corporate Centre

Central Departments Corporate Services Contracts and Logistics

Mrs. Maria António Ambrósio

Safety, Quality and Environment

Mr. Agripino Fonseca

Information technology services

Mr. José Gaspar

Finance and Accounts

Mr. Martins Rovisco Procurement Corporate Secretariat Mr. Leal da Silva Mr. Freitas Costa Human Resources and Administrative Services

Mr. Ginja Sebastião Consolidation of Accounts Internal Audit Markets Cape Verde Brazil Algeria Delegation Mr. Pedro Plácido Mr. Ricardo Acabado Mr. Guedes Duarte Angola Delegation Mr. João Delgado Mr. Moreira da Silva Mr. Fernando Martins Mr. Alfredo Silva Mr. Valdemar Marques Mr. Luís Santos Mr. Pedro Costa Portugal Spain Delegation Mr. António Carlos Teixeira Duarte

Morocco

Ukraine Namibia Russia Sao Tome and Principe

Tunisia Venezuela Mr. Moreira da Silva Mr. Luís Alves Mozambique Delegation Mr. Carlos Timóteo Activity Sector Construction Central Departments Electromechanical Installations Mr. Helena Galhardas Projects Mr. Baldomiro Xavier Equipment Mr. Rodrigo Ouro Infrastructure Studies Special Studies Mr. Rocha Lobo

Planning and Studies

Mr. Garcia Fernandes Mr. Luís Menezes Mr. João Torrado Operating Centres Geotechnology and Rehabilitation Mr. Helder Matos Mechanical Engineering Mr. Paiva Nunes Mr. Henrique Nicolau Operating Centre for Shuttering and

Prestressing

Mr. Marques dos Santos

Buildings Mr. Sampayo Ramos Mr. Sousa Barros Mr. José Palma Mr. Oliveira Rocha Mr. Joaquim Tavares Mr. Rosa Saraiva Mr. Fernando Frias Infrastructures Mr. Paulo Araújo Mr. Luís Mendonça Participated Companies E.P.O.S., S.A. SOMAFEL, S.A. OFM, S.A. Mr. Viana de Lemos Mr. Paiva Nunes Mrs. Isabel Amador Mr. Costa Simões Mr. Dias de Carvalho Real Estate Hotel Services Distribution Energy Mr. Artur Caracol Mr. Diogo Rebelo Mr. Manuel Lopes Mr. Diogo Rebelo Mr. Silva Pereira Automobile Mr. Magalhães Gonçalves Mr. Ivo Rosa

Mr. Manuel Maria Teixeira Duarte Mr. Luís Vicente Mr. Manuel Maria Teixeira Duarte

Mr. Diogo Rebelo

China

GSC, S.A. Concessions and Services

Mr. Magalhães Gonçalves Mr. Luís Carreira Mr. Magalhães Gonçalves Mrs. Helena Galhardas Mr. Rogério Fonseca Mr. Matos Viegas RECOLTE, S.A.

SATU-OEIRAS, E.M., S.A. TDGI, S.A. TDHOSP, S.A. Cement, Concrete and Aggregates

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Notes:

The book values are expressed in million Euros.

The figures in the "Change 2010/2009 %" column were calculated based on amounts that were not rounded off. Total Equity includes non-controlling interests. (*) Restated Values 2006 2007 2008 2009 (*) 2010 Change 2010/2009 % Employees 7,774 10,717 13,157 13,530 13,036 (3.7%) Sales/Services Rendered 756 1,012 1,291 1,320 1,380 4.5% Operating Income 833 1,067 1,377 1,423 1,445 1.5% EBITDA 118 113 188 213 150 (29.3%)

EBITDA / Turnover Margin 16% 11% 15% 16% 11% (32.3%)

EBIT 87 70 131 157 84 (46.4%)

Tangible Fixed Assets + Investment Property 724 781 925 983 1,042 6.1% Investments in Associates + Assets Available for Sale + Other Investments 1,225 1,551 1,168 1,276 317 (75.2%)

Total Equity 783 834 339 515 562 9.2%

Net Income 114 122 (347) 116 46 (60.1%)

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I. INTRODUCTION

The Board of Directors of Teixeira Duarte, S.A. (TD,SA), in compliance with the regulatory and legal framework for publicly traded companies, has the pleasure to present its management report for the financial year 2010.

During 2010, TD,SA became the leading listed company of the TEIXEIRA DUARTE Group, and before the closing of the financial year had acquired the ownership of 100% of the share capital of Teixeira Duarte – Engenharia e Construções, S.A. (TD-EC), which, in turn, thereafter no longer trades its shares on regulated markets.

In this context, the present report will address the consolidated activity of TD,SA as leader of the Business Group comprising the universe of holdings identified in the "Table of the Teixeira Duarte Group - 2010" presented on the preliminary pages, and will disclose only brief notes on the Company in its individual capacity, namely with respect to the proposal for the appropriation of profit.

Since each of these units has its own management bodies, which report on their individual activities, this document will provide only some observations for the purpose of allowing for a better perspective of the Group as a whole.

In this context and in order to assess the development of the activity of these companies more appropriately, note will also be made, where justified, of some of their individual economic and financial indicators.

The most appropriate way of presenting the topics object of the present Report will be to start with a brief description of the economic background, followed by an overall assessment of the action of the Teixeira Duarte Group, focusing on the most significant aspects of the Corporate Centre and in a consolidated perspective.

The subsequent chapters will address the Group's different activity sectors, with an analysis of the respective performance over 2010, distinguishing for each the main markets of action, in particular the Construction area which is the core business of the Group.

Reference will also be made to the strategic stakes held in listed companies during 2010, that is CIMPOR – Cimentos de Portugal – SGPS, S.A., Banco Comercial Português, S.A. and Banco Bilbao Vizcaya Argentaria, S.A..

The significant events that took place between the end of the financial year and the date on which this Report was prepared will then be described, followed by the outlook for 2011, currently in progress, ending with the proposal for the appropriation of profit.

Attached to this document are, under the applicable legislation, the detailed report on the Company’s structure and corporate governance practices (prepared in compliance with article 245-A of the Securities Market Code and with CMVM Regulation number 1/2007), as well as information relative to the stake in the share capital of TD,SA (namely in accordance with articles 447 and 448 of the Portuguese Commercial Companies Code and CMVM Regulation number 5/2008).

Moreover, this report also includes the individual and consolidated financial statements and accompanying notes, which were prepared in accordance with the International Financial Reporting Standards as adopted by the European Union, as well as the corresponding Reports and Opinions by the Audit Bodies, the Legal Certification of Accounts and the Audit Report prepared by an auditor registered at the CMVM. Pursuant to sub-paragraph c) of number 1 of article 245 of the Securities Market Code, the undersigned state that, to the best of their knowledge, the Management Report, annual accounts, legal certification of accounts and other documents presenting the accounts were prepared in accordance with applicable accounting standards, giving a true and fair view of the assets and liabilities, financial situation and

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results of TD,SA and the companies included in the consolidation perimeter, as well as faithfully presenting the evolution of the businesses, performance and position of each of these entities, containing a description of the main risks and uncertainties facing them.

NOTE: on the attached financial statements and indicators provided in the text of the actual management report: The financial statements of TD,SA as at 31 December 2009 include the consolidation through the full method of the assets and liabilities of the entities and holdings owned directly and indirectly by TD-EC, which are now consolidated by TD,SA.

However, and since TD,SA was constituted on 30 November 2009, the consolidated income statement for that year include only the net income observed during the period between the above date of constitution and 31 December of the same year.

Therefore, while the consolidated statement of the financial position of TD,SA reported as at 31 December 2009 are comparable with that of 2010, the consolidated statements of income, full income, changes in equity and cash flows do not include comparable data. Nevertheless, the consolidated financial statements of the Teixeira Duarte Group for the year ended on 31 December 2009 are available on the Company's website (www.teixeiraduarte.pt).

However, and only in the Management Report, the indicators of the consolidated financial statements of TD-EC are presented for 2009, re-stated in accordance with IFRIC 12, solely for the purpose of comparison with the consolidated financial statements of TD,SA for 2010, thus allowing for an assessment of the evolution and performance of the Teixeira Duarte Group.

II. ECONOMIC ENVIRONMENT

During the year, the national economy lived under the threat of a sharp reduction in GDP, with most economic indicators confirming the continuation of the recession.

By contrast, and in spite of the international crisis, the truth is that good performance has been recorded in the foreign markets where the Teixeira Duarte Group companies operate, as was the case in Angola, Algeria, Brazil and Mozambique, which are considered strategic markets for development abroad.

III. GENERAL OVERVIEW - FINANCIAL OVERVIEW:

In compliance with the legal provisions, the consolidated financial statements are prepared in accordance with the International Reporting Standards (IAS/IFRS).

TD,SA was constituted on 30 November 2009, but was only listed on the stock market in August 2010 and it was only in December 2010 that TD,SA acquired 100% of the share capital social of TD-EC, replacing this entity as the leading listed company of the TEIXEIRA DUARTE Group.

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The Consolidated Net Income Attributable to the Shareholders was positive by EUR 46,392 thousand. This indicator was influenced by the incorporation of the capital gains resulting from the sale of the stake in CIMPOR – Cimentos de Portugal, SGPS, S.A. to the amount of EUR 71,183 thousand, and the appropriation of the net income of this subsidiary up to the date of its disposal, to the amount of EUR 9,237 thousand, as well as by the recording of an impairment loss in the stake held by Banco Comercial Português, S.A., with an impact on net income of EUR 64,146 thousand.

Turnover grew by 4.5% compared with 2009, having reached EUR 1,379,628 thousand.

The positive variation was essentially due to the increases recorded in some sectors of Portugal and the maintenance of values similar to 2009 in the external market, which now represents 57% of the total of the Teixeira Duarte Group.

Consolidated Income Statement for the years ended on 31 December 2010 and 2009

(Values in thousand Euros)

Evolution of Consolidated Turnover

(Values in thousand Euros)

Evolution of Turnover by Markets

(Values in thousand Euros)

2010 2009 Var (%)

(TD, SA) (TD-EC)

Operation income 1,445,418 1,423,385 1.5% Operating costs 1,295,169 1,210,829 7.0%

EBITDA 150,249 212,556 (29.3%)

Amortisation and depreciation 59,025 55,369 6.6%

Provisions 7,346 628 1069.7%

EBIT 83,878 156,559 (46.4%)

Financial profit or loss (17,680) (5,368)

Pre-tax profit 66,198 151,191 (56.2%) Income tax 26,820 36,562 (26.6%) Net profit 39,378 114,629 (65.6%) Attributable to: Shareholders 46,392 116,284 (60.1%) Non-controlling interests (7,014) (1,655) -2006 2007 2008 2009 2010 755,859 1,011,513 1,291,073 1,320,474 1,379,628 2009 2010

External Market Internal Market

786,995 785,312

592,633 535,162

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The table below reflects the penalisation in most of the markets in which the Group operates, arising from the current scenario of crisis, with the exception of the growth observed in the markets of Portugal, Brazil and Venezuela.

Consolidated operating income increased by 1.5% compared with 2009, reaching the value of EUR 1,445,418 thousand for the year ended on 31 December 2010.

Cements, Concrete and Aggregates were negatively affected by the overall economic circumstances in some geographical markets where C+P.A., S.A. operates, namely Ukraine. The Automobile sector of Teixeira Duarte recorded a decrease in turnover as a result of the market conditions.

Even so, these more significant reductions were compensated by the good performance achieved in Concessions and Services and in Energy, as well as by the increase of this indicator in the Distribution sector.

Evolution of Turnover by Country

(Values in thousand Euros)

2006 2007 2008 2009 2010 832,858 1,066,727 1,377,181 1,423,385 1,445,418 Evolution of Consolidated Operating Income

(Values in thousand Euros)

Countries TD Group Contribution T D G r o u p

Contribution 2010 (%) 2009 (%) Portugal 592,633 43,0% 535,162 40.5% Angola 449,239 32,6% 495,759 37.5% Algeria 73,031 5,3% 101,655 7.7% Brazil 162,706 11,8% 78,212 5.9% Spain 25,089 1,8% 29,092 2.2% Morocco 3,328 0,2% 6,822 0.5% Mozambique 53,380 3,9% 53,424 4.0% Ukraine 10,556 0,8% 11,326 0.9% Venezuela 6,720 0,5% 5,254 0.4% Other 2,946 0,2% 3,768 0.3% 1,379,628 100,0% 1,320,474 100.0%

Activity Sector Internal Market External Market Total

2010 2009 Var (%) 2010 2009 Var (%) 2010 2009 Var (%)

Construction 381,664 373,892 2.1% 409,115 412,758 (0.9%) 790,779 786,650 0.5% Cement. Concrete and Aggregates - - - 13,577 17,706 (23.3%) 13,577 17,706 (23.3%) Concessions and Services 24,122 18,390 31.2% 32,154 26,109 23.2% 56,276 44,499 26.5% Real Estate 65,506 94,889 (31.0%) 75,937 48,419 56.8% 141,443 143,308 (1.3%) Hotel Services 16,253 15,061 7.9% 65,383 70,016 (6.6%) 81,636 85,077 (4.0%) Distribution 1,166 654 78.3% 120,959 115,513 4.7% 122,125 116,167 5.1%

Energy 128,906 103,031 25.1% 19 18 5.6% 128,925 103,049 25.1%

Automobile 81 1,477 (94.5%) 110,576 125,452 (11.9%) 110,657 126,929 (12.8%)

Operating Income by Activity Sector and Geographical Market

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In this way, the contribution of each activity sector to the total value of consolidated operating income was as follows:

EBITDA fell by 29.3% in relation to the previous year to stand at EUR 150,249 thousand.

Analysing this indicator by sector of activity, the table below shows very divergent performance amongst the these business areas according to the specific characteristics of each and the respective markets in which they operate.

Contribution of each Activity Sector

(Values in thousand Euros)

Evolution of Consolidated EBITDA

(Values in thousand Euros)

Construction 55%

Cement, Concrete and Aggregates

1% Concessions and Services

4% Real estate 10% Hotel services 5% Distribution 8% Energy 9% Automobile 8% 2006 2007 2008 2009 2010 117,867 113,051 187,842 212,556 150,249

Evolution of EBITDA by Activity

(Values in thousand Euros)

Activity Sector 2010 2009 Var (%)

(TD. SA) (TD-EC)

Construction 65,918 67,559 (2.4%)

Cement. Concrete and Aggregates (7,416) 1,312 -Concessions and Services 11,753 7,978 47.3%

Real Estate 62,453 80,498 (22.4%)

Hotel Services 23,414 38,287 (38.8%)

Distribution 7,814 7,737 1.0%

Energy 7,943 7,846 1.2%

Automobile (2,317) 14,333

-Not allocated to segments (17,745) (13,895)

-Eliminations (1,568) 901

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The EBITDA / Turnover Margin decreased by 32.2% in relation to December 2009, moving from 16.1% to 10.9% as at December 2010.

The financial results were negative by EUR 17,680 thousand, compared with the negative results of EUR 5,368 thousand in the previous year.

It is particularly significant that the reduction of the total debt and average interest rate level led to a decrease in financial charges of 21.3% compared with the same period of the previous year.

In this regard, it should also be noted that the appropriation of the net income of the holding in CIMPOR – Cimentos de Portugal, SGPS, S.A. (estimated up to the date of its disposal) and the respective sale contributed positively to the financial results (Net income relative to associated companies) by EUR 80,420 thousand. This indicator was also influenced, to the value of EUR 14,994 thousand, by the positive exchange rate effect of the appreciation of the Currencies with which the Group operates relative to the Euro, as well as by the recording of an impairment loss (Gains/losses in the measurement of assets available for sale) in the stake held in Banco Comercial Português, S.A., to the value of EUR 73,599 thousand.

Income Tax for the year ended on 31 December 2010, reached the value of EUR 26,820 thousand, compared with the EUR 36,562 thousand reached in 2009.

Total Net Assets decreased by 22.5% in relation to 31 December 2009, having reached EUR 2,721,252 thousand. This reduction was essentially due to the disposal of the stake held in CIMPOR - Cimentos de Portugal, SGPS, S.A.

2006 2007 2008 2009 2010 15.6% 11.2% 14.5% 16.1% 10.9% 2006 2007 2008 2009 2010 2,733,986 3,222,510 3,177,730 3,512,471 2,721,252

Evolution of the EBITDA / Consolidated Turnover Margin

(Values in thousand Euros)

Evolution of Net Assets

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The total net Debt of the Group decreased by 46.5% in relation to the end of 2009, corresponding to a reduction of EUR 925,952 thousand, to stand at EUR 1,066,789 thousand, with this amount being particularly adjusted to the current economic environment.

Total Equity decreased by 9.2% in relation to 31 December 2009, having reached EUR 562,006 thousand.

Financial Autonomy increased from 14.7% as at 31 December 2009 to 20.7% by the end of 2010, having increased by 41%.

The Company's objectives and policies with respect to financial risks are described in Note 42 of the Notes to the Consolidated Financial Statements.

Although there were no alterations to the consolidation perimeter during 2010, the following operations took place with entities of the Teixeira Duarte group during the year:

- Extinction of TDCIM-SGPS, S.A. through its incorporation into another sub-holding of the Teixeira Duarte Group, TEDAL-Sociedade Gestora de Participações Sociais, S.A.;

Evolution of Total Equity

(Values in thousand Euros)

Evolution of Financial Autonomy

(Values in thousand Euros)

2006 2007 2008 2009 2010 782,806 834,385 338,762 514,637 562,006 2006 2007 2008 2009 2010 28.6% 25.9% 10.7% 14.7% 20.7% 2006 2007 2008 2009 2010 1,316,892 1,677,818 1,851,902 1,992,741 1,066,789

Evolution of Consolidated Net Debt

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- Extinction of the Macau Delegation of Teixeira Duarte – Engenharia e Construções, S.A.; - Extinction of PETROSÓRIO – Combustíveis e Lubrificantes, S.A., through dissolution; - Extinction of TCM – Transportes Centrais de Matosinhos, Lda., through dissolution; - Disposal of the holding in CONSTRULINK – Tecnologias de Informação, S.A..

- ORGANISATIONAL OVERVIEW:

Notwithstanding a more detailed description of this matter in the attached "Corporate Governance Report", it is important to note at this point, with respect to the performance of the Teixeira Duarte Group in the different business sectors and markets, the close collaboration between all the structures, identified in the beginning of this Report, as well as the added value arising from these synergies, which are reflected in the privileged and efficient means of achieving collectively undertaken objectives.

Particular note should be made, on the one hand, of the existence, in the context of the Group, of Central Departments with special responsibilities of transversal support to the actions developed in the different activity sectors, integrated in the Corporate Centre, entrusted with promoting a standardisation of procedures and providing support to the structures operating abroad in these areas common to various businesses.

The Group's Operating Structures are organised by Activity Sector and tend to cover responsibility for all the teams and operations of these business areas, independently of the geographical market in which they operate, thus also acting to draw the technical and human central resources of the Group closer to those operating in the different markets of the Teixeira Duarte Group.

Even so, it should be noted that occasionally some companies integrated in the Group, in view of the particularity of their business, maintain their respective specificity, especially in the Construction and, Concessions and Services sectors.

Teixeira Duarte – Engenharia e Construções, S.A., as the leading company of the Group in the Construction sector, develops its activity through Operating Centres, which divide up the production areas and are essential in the training of the senior management and in the follow-up of their career, as well as through a series of Central Departments with specific scope of action in terms of specialised support to the Operating Centres, in particular in the areas of Studies, Projects and Equipment.

Regarding its human resources policy, Teixeira Duarte follows strict action in relation to the adequacy of the number of employees to the activity developed in the different sectors and markets. At the end of this year there was a reduction of 5.6% in the total number of employees compared with 31 December 2009, which decreased from 13,092 to 12,360.

This reduction results, essentially, from the decrease observed in the Construction sector in Angola and Algeria. The average number of employees of the Teixeira Duarte

7,774

10,717

13,157 13,530 13,036

Evolution of the Average Number of Employees

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During the year under analysis, the processes were continued for obtaining, monitoring or renewing Management System certifications of the different companies of the Group, in the fields of Safety, Quality, Environment, Social Responsibility and Research, Development and Innovation.

In this context, it is appropriate to mention the objective of the Teixeira Duarte Group in pursuing the development of the concept of Sustainability, which, on the one hand, implies the 32.99 of the different aspects of procedures and their systematisation throughout the various structures comprising the entities of the Group and, on the other hand, will enable the Teixeira Duarte Group to have its own sustainability report, constituting an instrument recognised in the market and certifying respect for the sustainability criteria as well as the future commitments undertaken in this area.

The Central IT Department has optimised the Information Systems, achieving notable improvements in the more efficient use of the potential of the SAP platform, extending its use to new companies, some of which are situated in new geographical areas and different market segments, with the objective of achieving the overall coverage of the Group's businesses.

Technical conditions were created for the remote use of the existing platforms, enabling further adaptability of the resource use and improved productivity through the use of the synergies of operation.

Focus was maintained on the security of the systems and the monitoring effort was intensified, with the objective of minimising operating risks and ensuring a high level of availability.

Particular attention was given to the resizing and renewal of the existing communication networks, with the final decision having been made to implement a unified voice and data network, capable of ensuring greater flexibility, security and maintenance simplicity. The implementation process will take place next year.

The Corporate Portal showed an notable evolution with the addition of new functionalities and applications, contributing to greater fluidity in the circulation of information, and progressively becoming a collaborative work platform, able to contribute effectively, amongst others, to the minimisation of the impact of geographical barriers.

- CORPORATE OVERVIEW:

In the area of compliance with all the corporate obligations, namely as an entity issuing tradable securities on regulated markets, note should be made of the public disclosure of a great variety of information by TD,SA in 2010.

- Alterations to the Board of Directors:

The Board of Directors of TD,SA, initially composed of 8 members, is currently composed of only seven members, following the resignation from the position of Director presented by Mr. João Salvador dos Santos Matias, on 23 February 2010, due to completing the age of 65, and who is now a member of the group of Coordinators/Consultants, formed by employees who have provided many years of good service to the Group.

- Corporate Restructuring:

Note should be made of the development of the Group's corporate restructuring process, started on 17 December 2009, the main objectives of which are the essential concentration of TD-EC in its core business activity, that is, the exercise of the civil construction and public works industry, in all its areas and related activities, and its replacement by TD,SA as the leading listed company of the Group.

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Hence, and after the first prior concentration - at the end of 2009 - of 68.54% of the share capital of TD-EC in TD,SA, there was an public takeover bid, in the form of a public exchange offer for the entirety of the remaining share capital of TD-EC, which was held between 19 July and 6 August 2010.

Following this acquisition, TD,SA increased the share capital to EUR 406,360,199, becoming the owner of 96.75% of the share capital of TD-EC. After the conclusion of the above operation, the shares of TD,SA were listed for trading on the regulated market of Euronext Lisbon as of 16 August, and on 21 September 2010 the shares of TD-EC were excluded from trading on that market, following the application for the loss of its status as a public company and their respective granting by the CMVM and Euronext Lisbon on this matter.

From then on, TD,SA replaced TD-EC as the leading listed company of the Teixeira Duarte Group.

Subsequently and with a view to the acquisition of the remaining shares of TD-EC that had not been acquired under the prior concentration and/or public exchange offer, on 26 November 2011 TD,SA presented an acquisition offer aimed at the total control of TD-EC, under the terms established in article 490 of the Commercial Companies Code, composed of the exchange of one TD,SA share for every TD-EC share delivered. Once this phase of the use of the potestative acquisition mechanism had finalised, TD,SA thus became the owner of 100% of the share capital of TD-EC, that is, of all the 420,000,000 shares representing its share capital.

Subsequently, on 23 December 2010, TD,SA deliberated the increase of its share capital of EUR 406,360,199 to EUR 420,000,000. Therefore, and to summarise:

a) TD,SA acquired 100% of the share capital of TD-EC and replaced this entity as the leading listed Company of the Teixeira Duarte Group; b) TD,SA currently has a share capital of EUR 420,000,000 represented by 420,000,000 shares with the nominal value of EUR 1.00 each, all

of which are tradable on the regulated market of Euronext Lisbon. - General Meetings of Shareholders:

The General Meeting was held four times during 2010.

The Annual General Meeting of 27 May was suspended regarding the second point on the agenda - deliberation on the proposal for the appropriation of profit -, due to the commitment to the objective of distributing dividends also to the shareholders of TD-EC which, under the Public Exchange Offer, would participate in the operation, by exchanging their shares for TD,SA shares and at that time this process for the Public Exchange Offer was still in progress.

Therefore, the General Meeting was resumed on 26 July, when the work relative to this point on the agenda were once again suspended, because the said process for the Public Exchange Offer had not yet been concluded. The work on this matter was then resumed on 6 September, on which date the above proposal was approved by all the shareholders.

The General Meeting was held again on 23 December 2010, when the deliberations approved the proposals related to the increase of the share capital of TD,SA of EUR 406,360,199 to EUR 420,000,000, altered the Articles of Association to ensure their conformity with the new legislative framework relative to companies listed for trading on regulated markets, and maintained the total control of TD-EC.

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- The shares of Teixeira Duarte, S.A.:

As explained above, the shares of TD,SA were listed for trading on 16 August 2010.

From their entry into trading until 31 December 2010, the shares devalued by 30.47%, falling from EUR 1.05 on 16 August 2010 to EUR 0.73 as at 31 December 2010.

Regarding liquidity and turnover, during this period, 13,162,403 shares were traded on the stock market, with a total turnover of EUR 10,935,589.

The graph below shows the evolution of the share prices since their listing for trading on the regulated market of Euronext Lisbon.

1 – Announcement of payment of dividends relative to 2009 - 23 September 2010

2 – Information on the activity, results and economic and financial situation in the 3rd Quarter 2010 - 25 November 2010

As at 31 December 2010, the share price was EUR 0.73 and, today, 28 April 2011 it is EUR 0.53.

IV. SECTOR ANALYSIS

The first part of each sector will provide a brief overview of how and where the Group operates in that specific business area, followed by an overview of the sectors in 2010, based on a set of indicators on the respective contributions to the overall indicators of the Group, and reference is made to the operating income on a non-consolidated basis to allow for a better understanding of the levels achieved by each sector individually.

Then, for the actual reporting of the activity, brief notes are presented on the operation in the main geographical markets of each sector of the TEIXEIRA DUARTE Group.

Teixeira Duarte, S.A. Share Prices

1.05€ 0.87€ 0.91€ 0.84€ 0.92€ 0.99€ 0.91€ 0.67€ 0.79€ 0.73€ 31-12-2010 15-12-2010 30-11-2010 15-11-2010 29-10-2011 15-10-2010 30-9-2010 15-9-2010 31-8-2010 16-8-2010 1 2

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IV.1. CONSTRUCTION

Construction has been the core business of the Teixeira Duarte Group since the very beginning, and it is also the activity of the principal company of the Group, TD-EC.

In 2009, Teixeira Duarte operated in this area in Portugal, Angola, Algeria, Brazil, Spain, Morocco, Mozambique and Venezuela - further analysed one by one - as well as in Cape Verde, France, Sao Tomé and Ukraine.

Production is carried out through a series of Operating Centres of the aforementioned TD-EC, which operate in different segments of Construction and are supported by Central Departments specialised in the multiple areas supporting their activities.

Furthermore, the Group also has many Complementary Groups of Companies (ACE) and other subsidiary companies operating in specific areas of Construction.

- OVERVIEW OF THIS SECTOR DURING 2010:

Consolidated Turnover in the Construction sector maintained the levels recorded in the previous year, with the internal market growing by 3.8%, especially promoted by the construction work of the Douro Litoral Motorway.

Consolidated operating income grew by 0.5%, having increased from EUR 786,650 thousand to EUR 790,779 thousand, with the growth in Portugal having exceeded the decrease recorded abroad, which now represents 51.3% of the total value of this indicator.

After a significant increase last year relative to 2008, during the year under analysis EBITDA maintained values similar to those reached in 2009.

Evolution of Construction Turnover

(Values in thousand Euros)

2008 2009 2010

694,314 759,938

760,475

Evolution of Construction EBITDA

(Values in thousand Euros) 37,149

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Simtejo - Works for the retaining walls of the "Tidal Lock System of Terreiro do Paço - Cais do Sodré" - Lisbon

EP-Estradas de Portugal, S.A. - Rehabilitation and reinforcement of Foz Bridge over River Sousa - Gondomar

In non-consolidated terms and in order to provide an overall view of the total activity during 2010, we disclose that the operating income of the companies of the Group operating in the Construction sector reached a total value of EUR 1,090,373 thousand, of which 50.4% was generated in Portugal and the rest abroad.

After a strong increase of 17% from 2008 to 2009 in the contracting of works, the Teixeira Duarte Group managed to maintain the same level of award of contract work during 2010, with the total value standing at EUR 697,125 thousand.

The Portfolio of Orders of the Teixeira Duarte Group for the construction sector, as a whole, reached the impressive value of EUR 2,148,068 thousand as at 31 December 2010, representing a slight decrease of 0.6% in relation to last year, ensuring good levels of activity, especially in the current context of such unfavourable economic circumstances.

In the Geotechnical and Rehabilitation area, developed at TD-EC by Geotechnical and Rehabilitation Operating Centre, the there was an overall decrease in the Group's production in the markets in which it operates.

In Portugal, income fell by 20% due not only to the end of some major works, but also and essentially as a result of the retraction in investment which was felt in a more immediate manner in the reduction of geotechnical and foundation activity.

In particular, in the geotechnical and foundation area, the execution of the retaining walls of the "Tidal Lock Systems of Terreiro do Paço - Cais do Sodré" for Simtejo, the execution of various works in the Douro Litoral Concession, namely the "Cargo Transfer Platforms" through jet grouting and the "Portal of the Seixo Alvo Tunnel" and, for Metropolitano de Lisboa, the conclusion of the foundation works using piles and sprayed concrete in the Stations of Amadora Este and Reboleira, of the Blue Line.

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ESCOM - Works for the retaining walls, general excavation and soil consolidation in Edifícios GES 2, 3 and 4 - Luanda City Hall of Serpa - Works for

the rehabilitation of facilities for "Musibéria - Centro de Música"

to develop its strong and traditional technical areas of expertise, namely through the Inspection and Diagnosis of Structures and through Research, Development and Innovation.

Particular note should be made, in this area of rehabilitation, of the conclusion of the works of "Musibéria - Centro de Música" for the City Hall of Serpa, as well as the conservation and structural rehabilitation works of "Convento de São Francisco" for the City Hall of Coimbra. For EP-Estradas de Portugal, S.A., note should be made of the rehabilitation works and reinforcement of Foz Bridge over the River Sousa, in the municipality of Gondomar, as well as the beginning of various contracts for the rehabilitation of engineering structures, namely a series of bridges on the IP3 over the reservoir of Aguieira Dam.

In Angola the geotechnical and foundation production, especially as a result of the conclusion of the participation of this area in the works of the Bridge over the River Kwanza. However, it is important to mention the execution of the foundations, through piling, in the contract work for the National Assembly of Angola, as well as the conclusion of the works for the retaining walls, general excavation and soil consolidation in "Edifícios GES 2,3 and 4" for ESCOM and the beginning of the execution of speciality works in the Rehabilitation of the "Pier of the Commercial Port of Luanda".

Brazil is a market undergoing expansion, where Teixeira Duarte believes that it can make the best of the synergies of its local structures combined with the knowledge and experience of the Group in this specific area of Construction.

In Spain, in the geotechnical and foundation area, note should be made of the conclusion of the foundation work through piling of "Metro de Granada" for Ferrovial-Agroman, as well as the execution of the retaining walls, of great thickness, in the work "Tuneles Norte SE40" in Seville, for the UTE formed by the companies Sando-OHL-Azvi. The construction of the retaining walls was also started, through a diaphragm

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In Mozambique, the recognition by the local market of the implementation capacity of Teixeira Duarte has led to the award and beginning of important construction works, which has been reflected immediately in the action of this geotechnical and foundations area, as well as in the rehabilitation area, with this latter involved in major works concerning the bridges of Tete and the Island of Mozambique.

In the Buildings area, the Group operates through the operating centre of TD-EC, as well as through other companies which also operate in markets abroad.

In spite of the extremely strong decline of this activity area in Portugal, Teixeira Duarte maintains similar levels of production, essentially as a result of its exposure to markets undergoing growth such as the Angola, Brazilian and Mozambican.

Therefore, in Portugal special note should be made of the school and hospital construction work, as well as the conclusion of buildings integrated in real estate projects of the actual Teixeira Duarte Group.

This applies to the rehabilitation and expansion work of the Alberto Sampaio Secondary School in Braga, the Camilo Castelo Branco Secondary School in Famalicão and the Águas Santas Secondary School in Maia, as well as the finishing and special facilities for the future Lisbon Hotel School and the Restoration and Rehabilitation works, phase I, in Palácio Valadares in Lisbon, all regarding education establishments.

In the hospital area, mention should be made of the conclusion of various contract works for São João Hospital in Porto, as well as the conclusion of Cascais Hospital.

For IMOFARMA, the construction of the Business and Technological Complex of Porto, representing major construction work, of great complexity and with a short implementation period.

IMOFARMA - Porto Business and Technological Complex

São João Hospital - Construction of floors 3, 4 and 5 eastwards Porto

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In Angola, the activity increased slightly, where note should be made of the construction of various bank branches, the head office building of CABGOC, corresponding to major and demanding construction work, the conclusion of the 1st phase of the São Francisco de Assis College in Talatona for a company of the Teixeira Duarte Group, as well as the conclusion of the premises for the National Road and Traffic Department in Luanda for the National Reconstruction Bureau and the Secure Information Technology Centre of EMIS (Empresa Interbancária de Serviços). For ESCOM, Teixeira Duarte continued the contract work in progress and started the structure and finishing of three very large buildings, namely in terms of height, and started the construction of the head office building of the National Assembly of Angola, for the National Reconstruction Bureau, a construction work of great impact and which is progressing at a good rate.

In Brazil, in this area, the Group operated through the local subsidiary EMPA, S/A in the management of important construction works for real estate developers integrated in the Teixeira Duarte Group in São Paulo, in particular Family Santana, composed of four hundred apartments in four tower blocks of twenty-five floors, as well as Quartier, composed of two tower blocks with two hundred apartments.

Since this is a market with so many opportunities, the Group believes there is potential for its major growth in this area, which stimulates Teixeira Duarte to pursue increasing its size so as to be able to meet new challenges.

In Spain, the Group accompanies the strong fall in activity which has been experienced in this market, however, even so, particular note should be made, amongst other contract works, of the beginning of the construction of a building in Calle Amália, in Madrid, for the Group's real estate sector.

In Mozambique, Teixeira Duarte maintains a very active profile on the market, which has enabled its income to have increased, pursuing its action amongst multiple public and private entities, in particular the conclusion of the head office of the Ministries of Labour, Civil Service,

Family Santana undertaking, São Paulo - Brazil National Reconstruction Bureau

Head office building of the National Assembly of Angola - Luanda

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Douro Litoral Motorway BCI - Head office buildings of the

Ministries of labour, Civil Service, Tourism and Youth and Sports Mozambique

In 2010 various education establishments were also concluded, not only in the city of Tete, but also in other locations of this province, for the Ministry of Education and Culture.

The reconstruction of the premises in the Fishing Port of Beira were continued for the Ministry of Fisheries, as well as the 2nd phases of the Faculty of Science and the central office building of Eduardo Mondlane University, and the transformation of the Health Centre into the District Hospital of Manhiça for the Ministry of Health.

Teixeira Duarte also worked on the construction of security infrastructures for KUDUMBA Investimentos in Nacala, Matola and Beira, the construction of Catedral de Fé for the IURD, the execution of the structure of two buildings for commercial, office and residential purposes for IMOINVESTE, Lda.

In 2010 work was also started on the expansion of Armazéns do Ferromoçambique in Maputo, as well as the rehabilitation of the Maxaqueme pavilion in Maputo for the Organising Committee of the X All-Africa Games.

In the area of Infrastructures, the Group operates through the operating centre of TD-EC, as well as through other companies which also operate in markets abroad.

In 2010, the income obtained by the Group in this area increased strongly, reflecting the higher level of activity in Portugal and Brazil. On the national market, this growth was essentially the result of the construction of the Douro Litoral motorway, in particular the execution works of the metropolitan railway station of Reboleira, the Baixo Tejo motorway, the flood spillway of Paradela Dam, the Cais do Sodré/Alcântara

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EPOS - Marão Tunnel REFER - Railway Bridge over River

Sado - Alcácer do Sal

tidal lock system and the conclusion of the railway bridge over the River Sado at Alcácer do Sal. In Angola, mention should be made of the conclusion of the New Bridge over the River Kwanza.

In Algeria, in spite of the continuation of works in various fronts, the income of Teixeira Duarte decreased although it is important to note the continuation of the 2ème Rocade Autoroutière d’Alger Sud, a stretch of the line and stations of the Algiers metropolitan railway and the modernisation of the Thenia/Tizi-Ouzou railway line and its electrification until Oued Aissi (50+14 km).

In Brazil, there was an increase of the activity in this area of infrastructures, in particular regarding the construction of three PCH (small hydroelectric plants) in the State of Rio de Janeiro, as well as various road works.

In Mozambique, Teixeira Duarte achieved a good level of activity, essentially with the execution of the contract work for the Rehabilitation of Samora Machel Bridge over the River Zambeze in Tete and the Bridge and Jetty of the Island of Mozambique.

In Venezuela, efforts were pursued with a view to the execution of major contract works which will enable the direct action of TD-EC in this country, where the Group has also operated through the local subsidiary TEGAVEN, CA for over 30 years.

In the area of underground works in Portugal, the subsidiary E.P.O.S. – Empresa Portuguesa de Obras Subterrâneas, S.A., 100% owned by the Teixeira Duarte Group increased its activity, in particular regarding the development works for the mining infrastructure of Neves Corvo,

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OFM - Jardim do Tabaco Cruiser Pier in Lisbon Port

Somafel - Maintenance of the Western railway line

For the Railway Works, the 60% owned subsidiary SOMAFEL - Engenharia e Obras Ferroviárias, S.A. recorded strong growth in two of the main markets in which it operates, the Portuguese and Algerian, continued the works in Morocco and, through a subsidiary in Brazil, began its commercial operation in this growing market.

In Portugal, note should be made of its participation in the execution of the railway link to Aveiro Port and the railway bridge over the River Sado in Alcácer do Sal, as well as the execution of the renewal of the track on the Northern Line and maintenance of the railway track on the Beira Alta, Western and Northern lines.

In Algeria, work was pursued in the renewal and modernisation of the Biskra/Tougourt and Thenia/Tizi Ouzou lines, while in Morocco the execution of the works continued for the renewal and improvement of the line serving the cities of Rabat and Casablanca.

Regarding maritime works, OFM - Obras Públicas, Ferroviárias e Marítimas, S.A., 60% owned indirectly by the Teixeira Duarte Group recorded a strong reduction in the activity levels of its markets of operation, the Portuguese and Algerian, but began its operation in Cape Verde with the expansion work of the New Port in the Island of Santo Antão.

In Portugal, this year, note should be made of the works carried out in the breakwater pier of Ericeira Port and in Jardim do Tabaco cruiser pier in Lisbon Port and, in Algeria, the execution of various public and private works, namely those carried out in Bejaia Commercial Port and Mers-el-kibir Naval Base.

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ANGOCIME

Úcua Quarry - Angola Odessa - UkraineCement Factory

IV.2. CEMENT, CONCRETE AND AGGREGATES

This sector has been individualised in the Teixeira Duarte Group since 2004, and is currently being developed through a group of companies operating abroad, two of which operate in Angola and the rest are integrated in C+P.A. – Cimento e Produtos Associados, S.A., a company 52% owned by the Teixeira Duarte Group, with the remaining 48% belonging to the CIMPOR Group.

In Angola the 00% controlled companies ANGOCIME and BETANGOLA operate in the area of the commercial exploitation of aggregates and the manufacture and marketing of ready-mix concrete, as well as the operation of a crushing plant, essentially to support the Group's construction activity in this country. In Ukraine, the locally registered company CEMENT, Ltd., 100% owned by C+P.A., S.A., operates the cement factory owned by it at Odessa. In Namibia, the subsidiary of C+PA, S.A., through the local company Karibib Portland Cement, Limited, has a project for the installation of a clinker production plant in the city of Karibib, for the purpose of producing cement, the reason for which it holds a mining license and an environmental license.

C+P.A, S.A. also owns non-controlling holdings in companies in Spain and China, namely:

a) A stake of 48.57% of the share capital of ARENOR, S.L., based in Seville, which operates in the concrete and aggregates sector in Spain and which in turn also has stakes in several local and overseas companies;

b) 25% of the company based in Macau, under the corporate name of Sociedade de Investimento CIMPOR MACAU, S.A. continues associated to its shareholder CIMPOR, S.A. and to the local partners of Teixeira Duarte, for the development of activities in the strategic market of the

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- OVERVIEW OF THIS SECTOR DURING 2010:

Consolidated Turnover in the Cement, Concrete and Aggregates sector was EUR 13,176 thousand, reflecting a reduction of 21.8%, as a result of the renewed fall in demand in Ukraine, where Teixeira Duarte has its most important production unit, and as a consequence of the alteration of the activities of the subsidiaries in Angola, which, in spite of the increase of activity, reduced their contribution to the consolidated turnover by working essentially for TD-EC.

As a result of the considerable reduction in turnover, the associated fixed cost structure and the revaluation of various assets in view of the discontinuation of investment projects, EBITDA were greatly penalised.

In non-consolidated terms and in order to provide an overall view of the total activity during 2010, we disclose that the operating income of the companies of the Group which operate in the Cement, Concrete and Aggregates sector reached the total value of EUR 45,334 thousand, reported exclusively relative to activities developed abroad, representing an increase of 24% compared with 2009.

Regarding the development of the activity, below are brief notes on the production units operating in the markets of China and Ukraine. - CHINA

In China, the local companies developed various projects to expand their installed capacity, which is currently at 5,270 tons/year, with their own clinker, corresponding to an increase of 93.4% in relation to 2009.

In this context, note should be made of the following facts relative to 2010: - Finalisation of the construction of the Zaozhuang factory and Huaian mill;

Evolution of Turnover of Cement, Concrete and Aggregates

(Values in thousand Euros)

Evolution of EBITDA of Cement, Concrete and Aggregates

(Values in thousand Euros)

2008 2009 2010 33,080 16,845 13,176 2008 2009 2010 7,279 1,312 (7,416)

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- Total sale of cement and clinker increased by 13.7% in relation to 2009, having reached 4.105 million tons; - Turnover, grew by 30.8%, to stand at EUR 106.1 thousand;

- EBITDA reached the value of EUR 8,900 thousand, corresponding to an increase of 87.7%. - UKRAINE

The crisis continued to be felt in the cement market of Ukraine where there were still no signs of recovery, but to the contrary an additional fall of 0.7% of volume, with a decrease in average sales prices of 8.3%.

In this context, the turnover of this subsidiary decreased by 6.8% during the year under review, to stand at EUR 10,556 thousand.

During 2010 the new premises of the coal mill were started which implied the replacement of the use of gas as the main fuel, enabling a reduction in the fuel cost in clinker of 28.9% and consequently in the cost of the cement.

Also noteworthy was the continued improvement in the efficiency of this unit in the Ukrainian cement industry in terms of labour productivity (tons of cement/worker), the use of electricity (kwh/tons of cement) and heat energy (kcal/kg of clinker).

IV.3. CONCESSIONS AND SERVICES

The Teixeira Duarte Group began to operate in this area in 1984, in Macau, through a holding in CPM - Companhia de Parques de Macau, S.A. which it still owns and to which it has added, over these twenty five years, others in Portugal, Angola, Brazil, Spain and Mozambique.

Currently, the companies of the Group focus on business areas of different nature, in particular in technology, real estate management, the environment, transport and concessions, namely road.

In this sector, Teixeira Duarte also holds several non-controlling interests in other companies whose management is not conducted by the Group’s structures and which, in almost all cases, are not included in its consolidation perimeter. Some notes are also presented at the end of this chapter on the most important ones.

- OVERVIEW OF THIS SECTOR DURING 2010:

Consolidated Turnover in the Concessions and Services sector continued to increase at a good rate in Portugal, Angola and Spain, having reached EUR 55,934 thousand, reflecting an increase of 32.7% compared to the total figures recorded as at 31 December 2009.

Evolution of Turnover of Concessions and Services

(Values in thousand Euros) 33,664

42,139

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TDGI - Service Contract - Phillips Showroom

Lagoas Park TDGI - Service Contract for Cascais

Hospital

EBITDA increased by 47.3%, which is considered very significant in view of the evolution in Turnover, with this result essentially being due to the good performance of the subsidiaries TDGI, S.A., RECOLTE, S.A. and TDHOSP, S.A. in Portugal.

In non-consolidated terms and in order to provide a perspective over the total activity, in the first semester of 2010 the operating income of the companies of the Group which operate in the Concessions and Services sector increased strongly by 31% and reached the total value of EUR 79,150 thousand, with 51% being the outcome of activity developed in the external market and 49% in Portugal.

In view of the diversity of the Group's business in this sector, the review of the activity will be presented by company.

TDGI - Tecnologia de Gestão de Imóveis, S.A. is a company 100% owned by the Teixeira Duarte Group which focuses on the management and technical maintenance of facilities and undertakings, operating in the areas of (i) Analysis and Diagnosis; (ii) Studies and Special Projects; (iii) Facilities Management (iv) Maintenance; and (v) Remodeling Works.

Evolution of EBITDA of Concessions and Services

(Values in thousand Euros)

2008 2009 2010

6,252

7,978

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GSC - Urban Solid Waste Collection of Mancomunidad de Concellos do Morrazo - Spain GSC - Go-Fit Gym Maintenance

Contract - Córdoba Spain

In spite of the unfavourable economic environment experienced in 2010, TDGI showed a very positive performance, with its operating income having reached EUR 17,398 thousand, corresponding to an increase of 50%, which is even more impressive considering that the previous year this subsidiary had already increased its value by 22%.

Particular note should also be made of the excellent performance of the provision of services under the contract relative to Cascais Hospital, for which the group of entities involved have been distinguished and has also deserved their recognition by the users of this infrastructure. TDGI - Tecnologia de Gestão de Imóveis, Lda (Angola) is a company 100% owned by the Teixeira Duarte Group and, just like TDGI in Portugal, is dedicated to the management and technical maintenance of buildings and undertakings.

In spite of the complexity and strong competitiveness of the market in Angola, TDGI’s knowledge of this market and its increasing implantation has enabled reaching an operating income of EUR 9,711 thousand, corresponding to an increase of 36% of this indicator.

TDGI - Tecnologia e Gestão de Imóveis, Lda. (Mozambique) is 100% controlled by the Teixeira Duarte Group and is a replica in this country of similar companies referred to above in Portugal and Angola, which recorded an operating income of EUR 575 thousand in 2010, reflecting a decrease of 19% in relation to 2009.

This company continues to carry out the maintenance of the "Polana Shopping Centre" in the city of Maputo and has collaborated with several other entities, in particular, outside of the Group, Companhia Vale Rio Doce Moçambique.

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INVICTAAMBIENTE - Concession Contract with the City Hall of Porto RECOLTE - Contract for the

Maintenance of Gardens and Green Areas - Taguspark

Through its Branch in Portugal, this company specialises in the provision of services, particularly in the environmental area, in association with another subsidiary of the Group RECOLTE, S.A..

In Spain, GSC's Management and Maintenance department increased its turnover by 7% through the increase of contracts with private customers, amongst which in particular are those related to the full maintenance of the Go-Fit Madrid Gym, with a total surface area of 8,000 m2 and the central offices of Unisys in Madrid.

In the area of the Environment in Spain, the operating income was slightly lower than that recorded in 2009, having reached the value of EUR 24,270 thousand, where special mention should be made of the increased average period of time of receipts with impacts in terms of the liquidity of this subsidiary, which implied a reinforcement of its equity by Teixeira Duarte.

RECOLTE - Recolha, Tratamento e Eliminação de Resíduos, S.A. is a company 100% owned by the Teixeira Duarte Group, operating in the areas of (i) design and operation of cleaning and urban hygiene systems; (ii) urban and industrial solid waste management systems; as well as (iii) execution and maintenance of gardens and green areas, providing a vast series of services in the area of the environment.

In 2009, RECOLTE, S.A. recorded an operating income of EUR 11,017 thousand, representing growth of 17.2% in relation to the previous year, especially significant if we consider the particularly difficult cycle in the environment market.

INVICTAAMBIENTE - Recolha de Resíduos e Limpeza Pública, S.A. is a Portuguese company owned 100% by GSC – Compañia General de Servicios y Construccíones, S.A., established in compliance with an obligation under the concession contract signed between the latter, its sole shareholder, and the Municipality of Porto.

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Oeiras Automatic Transport System - SATU

São Francisco de Assis College - Luanda Sul

solid urban waste collection and street cleaning services in a very large urban area of this Municipality.

During the year under review, INVICTAAMBIENTE increased its operating income by 3.7%, which reached EUR 4,364 thousand, and an operating income of a similar value is expected to be achieved in 2011.

TDHOSP - Gestão de Edifício Hospitalar, S.A. is a company 100% owned by TD-EC, the object of which is the management of the New Cascais Hospital for a period of 30 years, which includes the design, project, construction, financing, conservation and maintenance activities. The hospital was inaugurated on 23 February 2010, with TDHOSP, S.A. having developed its activity with a view to ensuring that the work progressed as planned, coordinating the different entities involved so as to create the conditions for excellent performance during the operating phase of the building.

SATU-OEIRAS - Sistema Automático de Transporte Urbano, E.M., S.A. is a municipal company 49% owned by the Group, which fully operates the Oeiras SATU Transport System, having recorded an operating income of EUR 291 thousand in 2010.

EDUCARE - Actividades Educativas e Culturais, Lda. is a company 100% owned by the Teixeira Duarte Group, constituted for the development of the "São Francisco de Assis College" project in Luanda, which aims to provide a solution to meet the needs of demanding and culturally diverse customers, ensuring the education of children and young people from the age of 3 years.

This company started its activity in September 2007 with the opening of the provisional premises of the College in Talatona, Luanda-Sul, and has since this date confirmed its position in the country's educational scene as a multicultural school of excellence, which has been reflected

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In 2010, the construction works of blocks 6 and 7 of the new premises of the College were concluded, comprising an area of 3,700 m2 plus 7,600 m2 of recreational areas and sports fields, enabling the start-up of its operation at the beginning of the academic year in September. The following entities are part of the abovementioned subsidiaries whose direct management is not carried out by the structures of the Teixeira Duarte Group:

AEDL - Auto-Estradas do Douro Litoral, S.A. is a company in which TD-EC owns a holding of 19.67% of the respective share capital and which signed the Douro Litoral concession contract with the Portuguese State at the end of December 2007.

This agreement will last for a period of 27 years, with the object being the design, project, construction, increase in the number of lanes, financing, conservation and operation of the associated motorway stretches and roadways, under the name of Douro Litoral Concession, covering a total of 129 Km, where users are subject to the payment of a toll on 78 Km. This infrastructure was inaugurated on 1 April 2011. AEBT - Auto-Estradas do Baixo Tejo, S.A. is a company in which TD-EC holds 9% of its share capital and which signed the Baixo Tejo Sub-Concession Contract with EP – Estradas de Portugal, S.A. on 24 January 2009.

This sub-concession contract will last for a period of 30 years and envisages the design, planning, construction, increase in the number of lanes, financing, operation and conservation of the motorway stretches, associated roadways road links in the district of Setúbal, called the Baixo Tejo sub-concession, along a total of 68 Km, of which 17Km include toll-gates and involving an estimated investment of approximately EUR 278 million.

LUSOPONTE - Concessionária para a Travessia do Tejo, S.A. is a company dedicated exclusively to the management, under a concession regime, of the two road crossings over the River Tejo, in the region of Lisbon, in which TD-EC owns 7.5% of the share capital.

During 2010, the performance of this subsidiary was similar to that of the previous year, with its Profit Before Taxation having increased slightly by 0.56%, amounting to EUR 19,703 thousand compared with the restated value of EUR 19,595 thousand for 2009.

In spite of the small decrease in revenue of 1.9% and a slight increase in costs, the company achieved a net profit after taxation of EUR 14,372 thousand, 0.02% above its Budget and 2.1% higher than in 2009.

This decrease is essentially explained by the impact of the new accounting rules and by the increased income tax which occurred in 2010. CPM - Companhia de Parques de Macau, S.A., in which the Teixeira Duarte Group has maintained a stake of 15% of the share capital social since its foundation in the mid-1980's, after the international public tender carried out abroad, was a pioneer and continues to be a reference company in the construction and operation of car parks and related activities, in the Special Administrative Region of Macau, having successfully pursued its operations within the specific parameters of the market.

2010 was marked by operating alterations which were reflected in the loss of the concession of one of the largest parks, the "Nam Van Lake Car Park", compensated slightly in terms of income by the beginning of the Vasco Park concession and by the expansion of the street parking concession. Overall and adding the significant increase in the counterpart payable to the concession grantor, the new circumstances are penalising for the net operating income.

Even so, this subsidiary recorded a positive net income, and continued its regular contribution to the Teixeira Duarte Group with the distribution of dividends of the value of EUR 271 thousand, compared with the EUR 277 thousand received in the previous year.

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2008 2009 2010

52,183

82,568

118,754 During the last quarter of 2010, Teixeira Duarte sold its 33.33% holding in the share capital of TEBE, S.A., a company registered under Brazilian law, based in Bebedouro, State of São Paulo, which operates the concession of a 156 Km state road, located in the interior of the State of São Paulo.

IV.4. REAL ESTATE

The operations of the Teixeira Duarte group in this sector go back to the beginning of the 1970's and currently include a vast group of companies, mainly operating in Portugal, Angola, Brazil, Spain and Mozambique.

Over the years, this sector has intervened from the design of masterplans to the rehabilitation of constructed heritage in historic centres. The know-howacquired by these multidisciplinary teams has endowed the sector with tremendous experience in the residential, office, shopping area, hotel, health and leisure, industrial/logistics and public car park segments.

Apart from the promotion of real estate projects, part of the resources of this sector are currently dedicated to the management and expansion of areas allocated to other activities of the Group, in particular in the Construction, Hotel Services, Distribution and Automobile sectors.

- OVERVIEW OF THIS SECTOR DURING 2010:

Consolidated Turnover in the Real Estate sector was EUR 118,754 thousand, reflecting a growth of 43.8% compared with 31 December 2009 and revealing a very positive performance in the current economic situation in Portugal and the correct targeting of the market of São Paulo in Brazil.

EBITDA stood at EUR 62,453 thousand, reflecting a reduction of 22.4% in relation to the previous year, essentially as a result of the effect of the adjustment of the value of the investment properties (which had been higher in 2009) and the implementation, in Portugal, of a consistent policy of disposal of properties in the portfolio, with reductions in the expected sales values to prices in accordance with current

Evolution of Real Estate Turnover

(Values in thousand Euros)

Evolution of Real Estate EBITDA

(Values in thousand Euros)

79,820 80,498

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"Villa Park" undertaking Amadora

"Lagoas Park" undertaking Porto Salvo

In non-consolidated terms and in order to provide an overall view of the total activity during 2010, we disclose that the operating income of the companies of the Group in the Real Estate sector reached the total value of EUR 138,825 thousand, corresponding to an increase of 14%. While in 2009 the market abroad represented 42%, this year it now represents 53%.

- PORTUGAL

In Portugal, 2010 proved to be a very difficult year for the real estate sector. As a result of the extremely unfavourable economic environment and an aggravation in the conditions of access to credit, most of the sector experienced difficulties in selling the marketed products. This context is expected to continue throughout 2011, and marked improvements are not expected in the short term.

In 2010, the office segment of Greater Lisbon placed a little over 100,000 m2, the lowest absorption level of the last 8 years.

In the residential segment, the economic and financial circumstances of 2010 combined with the saturation of offer in certain locations has hindered actual sales. In this context, families delay purchase decisions and choose to rent; the rental market continues with low rates of return and is, therefore, unattractive to the promoters of new real estate development projects.

Likewise, in the industrial and logistics segment and more particularly in the logistics segment, the demand in 2010 stood at one of its lowest levels of the last decade, with a very low number of transactions having been recorded, even in the main locations.

In view of the current constraints, the maintenance of good sales levels of the assets developed by the Group has been achieved through the zealous work performed by its technical and commercial teams in the definition and implementation of high quality products and in their publicising and marketing.

(41)

Buildings of the "Santa Marinha Design District" undertaking Vila Nova de Gaia Buildings

of the "Quinta de Cravel" undertaking Vila Nova de Gaia

In this context, special note should be made of the performance of "Lagoas Park", where 10,095 m2 were placed, corresponding to 10% of the total market of Greater Lisbon, allowing for the maintenance of this undertaking as the main reference in terms of Office Parks in Portugal.

The development of "Lagoas Park" continued with the conclusion of two new buildings with 20,000 m2 of new office areas, some of which are already occupied by companies such as Brisa, Colgate and Philips.

2010 was the year of the conclusion of the construction of "Villa Park" in Amadora, where the marketing of the residential, office and service components continued and where two structural facilities of the undertaking were inaugurated: a public car park with 228 places and a health club "Club L".

In "Santa Marinha Design District" in Vila Nova de Gaia, various alterations were approved for the development and sales continued both in the residential segment and service segment, in particular with the inauguration of a health club of the British chain Virgin Active in plot V15. In "Quinta de Cravel", also in Vila Nova de Gaia, a good commercial performance was achieved, with the sale of 85% of the built units which have been marketed, as well as the sale of a plot destined for the installation of a haemodialysis clinic under the brand "Fresenius Medial Care". In order to improve the operating conditions of various sectors of the Group dedicated to construction, the construction of the new "Teixeira Duarte Operating Centre" started during 2010. Built on a plot of land of 127,000 m2, this facility, with conclusion forecast for April 2011, will enable the integration in a single space of the equipment operations, logistics and various supports to engineering of the Teixeira Duarte Group.

References

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