Annual Report • Jul 19, 2022
Annual Report
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Ù TEIXEIRA DUARTE

INITIATIVE OF A GROUP OF EMPLOYEES TO COME TOGETHER TO SYMBOLISE IN "HUMAN DRAWING" THE CELEBRATION OF THE HUNDRED YEARS OF TEIXEIRA DUARTE, ON THE BRIDGE OVER THE ALMADA RIVER, ILHÉUS - BRAZIL
| MANAGEMENT REPORT OF THE BOARD OF DIRECTORS 2021 | |
|---|---|
| Company Identification | |
| Introduction | |
| l. Teixeira Duarte Group | |
| 1.1 Profile | |
| 1.2 Message from the Chairman of the Board of Directors | |
| 1.3 Main Financial Indicators | |
| 1.4 Risk Management | |
| 1.5 Corporate Events | |
| II. Economic and Financial Analysis | |
| III. Non-Financial Information | |
| IV. Activity by Sectors | |
| IV.1 Construction | |
| IV.2 Concessions and Services | |
| IV.3 Real Estate | |
| IV.4 Hospitality | |
| IV. 5 Distribution | |
| lV.6 Automotive | |
| V. Future Development Perspectives | |
| VI. Proposed Appropriation of Net Income | |
| VI. Notes to the Management Report of the Board of Directors | |
| CORPORATE GOVERNANCE REPORT 2021 | |
| INDIVIDUAL FINANCIAL STATEMENTS 2021 | |
| CONSOLIDATED FINANCIAL STATEMENTS 2021 | |
| REPORT, OPINIONS AND CERTIFICATIONS OF THE SUPERVISORY BODIES 2021 |

REPORT AND ACCOUNTS 2021
Teixeira Duarte, S.A.
Head Office: Lagoas Park, Edifício 2 – 2740-265 Porto Salvo Share Capital: € 210,000,000 Single Legal Person Number: 509 234 526
The Board of Directors of "Teixeira Duarte, S.A." (TD,SA), in compliance with the regulatory and legal provisions for publicly traded companies, hereby presents its management report for the financial year of 2021.
This Report will analyse in a consolidated manner the activity carried out by the subsidiaries of TD,SA and will also address some aspects of the Company on an individual basis, specifically regarding the proposed appropriation of net income, thus applion provided for in Article 508-C(6) of the Commercial Companies Code, to submit a single report.
Since each of these subsidiaries have their own management bodies, which report on their individual activities, this document will provide only some observations to enable a perspective of the Group as a whole.
Under the terms of the applicable legislation, attached to this document can be found maps with a range of information relating to stakes in the capital of TD.SA (specifically according to the provisions of Article 447 of the Commercial Companies Code and in the Portuguese Securities Market Commission (CMVM) Regulation 5/2008, as amended by Regulation 7/2018).
In compliance with applicable legislation (Decree-Law 89/2017 of July 28), a separate chapter has been included in the Management Report to provide a "Non-Financial Information" report follows other voluntary reporting frameworks: it has been prepared in accordance with the GRI Standards - Core option - and the Non-Financial Information Reporting Template issued by the Portuguese Securities Market Commission (CMVM), attaching it the respective correspondence tables with these two references.
Due to the entry into force of Regulation (EU) 2020/852 of the European Parliament and of the Council of 18 June 2020 (Taxonomy Regulation), Teixeira Duarte, S.A. discloses, in the Normation reporting section regarding the environmental component, the information relating to the European Taxonomy relating to the environment to the 2021 financial year.
Also submitted in this set of documents is a detailed report on the corporate governance structure and practices in 2021 (drawn up in accordance with Article 29-H of the Securities Market Code and with CMVM Regulation 4/2013), underpinned by the 2018 Corporate Governance Code of the Portuguese Corporate Governance Institute (PCG), in force since 1 January 2018 in its current 2020 version
Moreover, this report also included and consolidated financial statements with the respective notes, where the former were prepared in accordance with the Accounting Standardisation System (SNC) and the International Financial Reporting Standards as adopted in the European Union, as well as the respective Reports and Opinions of the Supervisory Bodies, the Legal Certification of Accounts and the Audit Report produced by an auditor registered at the Portuguese Securities Market Commission (CMVM).
Under the terms and for the purposes of Article 29-G(1)(c) of the Securities Market Code, the undersigned state that, to the best of their knowledge, the Management Reports, and all other documents presenting the accounts were prepared in accordance with the applicable accounting standards, conveying a true and fair view of the financial position and results of TD SA and of the companies in its consolidation perimeter, and also faithfully reflect the business development. performance and position of each company, containing a description of the main risks and uncertainties they face.
As a supplement to this declaration, and specifically to the final phrase, it should be noted that both the Board of Directors of TD,SA and the boards of the other Teixeira Duarte Group entities continue to monitor the Covid-19 pardemic situation, which began at the end of 2019, and are acting in accordance with recommendations issued by the World Health Organisation and public entities responsible for health in the respective countries where Group companies operate.
Within this framework, contingency and preventive measures have been taken to follow the guidelines of these entities and to mitigate and contain the risk, and to balance these intentions with the steps necessary to safeguard the impact of the situation on all of its stakeholders.
Likewise, the development of the geopolitical situation in Europe and its impacts on the economies with which the Group operates directly and indirectly is continued, with particular focus on obtaining services, commodities and raw materials.
The Annual Report and Accounts were prepared in the European Single Electronic Format (ESEF) in accordance with the specifications laid down in Commission Delegated Regulation (EU) 2018/815 of 17 December 2018 and in accordance with subsequent amendments, taking into account the guidelines provided by the European Securities and Markets Authority (ESMA) and also taking into account the information disclosed by the CMVM regarding the rules applicable to the disclosure of Financial Information.
Teixeira Duarte is the identity of a business Group that brand image: a Portuguese Group originally founded as an engineering company. Its engineering roots came from its founder who, with an entrepreneurial spirit and with support from its human resources and technical equipment, several decades ago expanded the company's activities to other sectors and markets, with a marked identity upheld by all involved over one hundred years of business.
Dating back to the start of activities of its founder, Ricardo Esquível Teixeira Duarte expanded its activity from water collection and artesian well drilling, to Geotechnics, Foundations and Buildings, as well as subsequently to Infrastructure and all other areas of Construction. A few decades later the Group's business included the Concessions and Services, Real Estate, Hospitality, Distribution and Automotive sectors.
Today, after 100 years, this Portuguese economic group comprises more than 176 entities with the commitment and dedication of 9,100 employees.
A track record based on Ingenuity, Truth and Commitment, that fills us with pride, that teaches us and inspires us to continue to "Doing, contributing to the construction of a better world"!

I.1 Profile
CONSTRUCTION SINCE 1921
HOSPITALITY SINCE 1992
CONCESSIONS AND SERVICES SINCE 1984
DISTRIBUTION SINCE 1996
REAL ESTATE SINCE 1973
AUTOMOTIVE SINCE 1991


Contract for the Complete Requalification of the MUDE Building - Design and Fashion Museum, Lisbon - Portugal

Distribution of shares representing TD,SA´s share capital among shareholders at the end of the 2021period
A Teixeira Duarte, S.A. follows the corporate model commonly known as the one-tier model: it has a single management body (the Board of Directors), currently with six members and two supervisory Board (with three members) and an Audit Firm.
Within this framework, the governing bodies of "Teixeira Duarte, S.A." and their members are as follows:
Chairman José Luciano Vaz Marcos
Deputy Chairman José Mário Ferreira de Almeida
Secretary José Pedro Poiares Cobra Ferreira
Chairman Manuel Maria Calainho de Azevedo Teixeira Duarte
Directors Carlos Gomes Baptista Maria da Conceição Maia Teixeira Duarte Diogo Bebiano Branco de Sá Viana Rebelo Isabel Maria Nunes Correia Teixeira Duarte Miguel Calainho de Azevedo Teixeira Duarte
Chairman Óscar Manuel Machado de Figueiredo
Members Ana Cristina Louro Ribeiro Doutor Simões João Salvador dos Santos Matias
Alternate Rui Pedro Ferreira de Almeida
"Moore Stephens & Associados, SROC S.A." represented by António Gonçalves Monteiro
Chief Compliance Officer
Carlos Ferraz
Company Secretary
Permanent José Pedro Poiares Cobra Ferreira
Alternate Filipe Manuel Cavaco Bismarck
Representative for Market Relations
José Pedro Poiares Cobra Ferreira
In addition to the governing bodies of "Teixeira Duarte, S.A." emphasis should be placed on the Boards of "Teixeira Duarte - Engenharia e Construções, S.A." and "Teixeira Duarte - Gestão de Participações e Investimentos Imobiliários, S.A.", the former operating in the construction sector and the Concessions and Services, Real Estate, Hospitality, Distribution and Automotive sectors.
Following on from these are the management bodies of the other entities that form part of the Teixeira Duarte Group and the organisational structure of "Teixeira Duarte - Engenharia e Construções, S.A." which, as the company that gave rise to the Group, carries out its activity in different business areas of the construction sector: Geotechnics and Foundations; Bullding a Concrete Production Centre); Infrastructure (including Maritime Works); Metalworking; Underground Works.
All of these operational areas divide production and commercial skills into structures that are transgement staff and in the monitoring of their career in the Operation Centres and Departments. These operational areas also have a set of specific Support Structures for this Construction in the areas of Formwork and Prestressing (including a Reinforcement Production Centre), Projects, Equipment Management and Logistics of Proposals, and a Materials Laboratory.
In this Sector, the Group also has an important Project Department, through which Engineering Studies are developed and executed, for the entire Teixeira Duarte Group, which have proved to be of great importance in the technically based presentation of proposals and projects. This Department is also responsible for cordinating BM (Building Information Modelling) throughout the entire Teixeira Duarte Group, by consolidating internal training, developing projects with this methodology and creation of internal procedures.
Equally integrated into the Construction structures that, although more focused on this activity, also support other sectors of the Group in terms of Management and Procurement Systems.
In addition to all those structures more directly linked to the Company's operational area, there is a set of Central Structures and Services with special transversal support responsibilities, which constitute the so-called Corporate Area.
Thus, there are several outstanding qualified employees within the different entities that make up the Torning part of the Senior Management, who are responsible for different companies, sectors, business area and other organisational structures, identified on the following organisational chart below:
Manuel Maria Teixeira Duarte Carlos Gomes Baptista Maria da Conceição Teixeira Duarte Diogo Rebelo Isabel Teixeira Duarte Miguel Teixeira Duarte
Manuel Maria Teixeira Duarte Pedro Costa Sérgio Pereira Paulo Serradas
Construction
Miguel Rocha
Carlos Timóteo
Luís Mendonça
Luís Santos
Carlos Guedes
Luís Carreira
Paulo Ganhão
Pedro Nunes
Pedro Ferreira
Infrastrutures
Rosa Saraiva
Hélder Matos
António Diniz
Jorge Barata
Gustavo Lebreiro João Pedro Lopes
Fernando Martins
Buildings
Accounting Alexandre de Jesus Sérgio Castro
Finance Sérgio Pereira Pedro Cruz
Innovation Rita Moura
Legal Maria António Ambrósio
Shared Processes André Henriques
Human Resources Rogério Fonseca
Corporate Affairs José Pedro Cobra Ferreira
Sustainability Erica Torres Silva
Information Technologies Rui Pedroso Rui Miranda
Geotechnics and Foundations Shuttering and Pre-Stressing Caetano Machado
Board of Directors
Diogo Rebelo
Luís Vicente
Sérgio Pereira Rogério Fonseca
Manuel Maria Teixeira Duarte
Project Design Laura Esteves
Supplies
Equipment Management
Management Systems Ivo Rosa
Mário Baptista
Ivo Rosa
Henrique Nicolau
Underground Works Carlos Russo
Railway Works Rui Costa
Rosa Almeida
Rodrigo Ouro
Proposal's Logistics
Materials Laboratory
Metalworking
Dias de Carvalho
Facilities Management Rodolfo Valentim Mariana Coimbra
Education Diogo Rebelo
Teixeira Duarte - Gestão de Participações
e Investimentos Imobiliários, S.A.
Alfredo Silva Guilherme Silva
Luís Vicente Cláudia Bazílio
Diogo Rebelo João Cordeiro
Pedro Medo
Employees are the core of the activity of all Teixeira Duate Group companies and their greatest resource. As at 31 December 2021, the 9,093 employees were distributed across the following sectors and markets:

Employees distribution by Market
Over nearly one hundred years of history, the conduct of employees of Teixeira Duarte Group companies has been guided by ethics that are a source of pride and an incentive for the company. The central core of these ethics is grounded in its mission and values, which are set out below:
Defines what drives its employees day-by-day, and establishes the objective shared by all regardless of their area of operation, geography or work team.
"Execute", because it is always intended to make it happen. "Contributing", because we must understand that no one does anything alone. For the "Construction", of which we are part. Of "a better world", which is the objective that we all share, within and outside of Teixeira Duarte.
Values are the way we must act to reach that characterise the Group's relationship with all related parties. They are:
Value based on the origin and purpose of the Company: "An Engineering Establishment" that, based on research and a thorough grasp of the principles of science, innovates and develops knowledge and techniques to apply, with efficiency and the minimum of waste, in the resolution of practical issues, in training, encouraging and trusting "in-house" people.
It consists in the straight appreciation of the things as they are, with good faith and with great accuracy, assuming the mistakes and limitations, as well as the successes and capabilities, and always reporting in a transparent and adequate the Group areas of performance and responsibilities.
Corresponds to a responsible and committed way of accepting challenges and responsibilities, on the "given word" and on the fulfilment of all obligations, with others as well as on the loyalty and complicity with their own colleagues and the Company itself, with respect for others, for the dignity of every human person and for the sustainability of the community.
"Teixeira Duarte, S.A." has implemented a "Teixeira Duarte Group Code of Ethics and Conduct", which has been adopted by the entities that form part of the Group and compliance with which is mandatory by all employees.
This document enshines and sets out Teixeira Duarte's values and mission, defines the Group's ethics and conduct, defines its scope of application and sets out the mandatory (I) General Rules of Conduct aimed at legal compliance, respect for fellow human beings and for the community, respect for the environment and compliance with internal standards; (II) rules of conduct that apply to the relationship between employees and the company; and (II) rules of contact between employees and third parties, specifically public authorities, clients and suppliers and the competition. Its final chapter covers subjects such as independence and cooperation with public authorities, and measures to prevent money laundering, terrorist financing, conflicts of interest and corruption.
In addition to the system for monitoring compliance with the aforementioned Code, there is a compliance system at the Group level aimed at safeguarding compliance with regulations that apply to the activity of Teixeira Duarte Group companies, including the aforementioned Code of Ethics, which involves the following corporate control areas that give support to the company:

Manuel Maria Calainho Teixeira Duarte
Chairman of the Board of Directors
Dear Shareholders and Stakeholders,
The year of 2021 was difficult for many and especially for Teixeira Duarte.
In a period when the trend was to protect ourselves from the dangers to which the pandemic exposed us all, many of Teixeira Duarte's employees wanted to be present on the various fronts, particularly in the geographies where access to health care is more limited, responding with an unusual spirit of mission so that, in such adverse circumstances and in sometimes fearful and hesitant environments, Teixeira Duarte was determined to make its Mission concrete on its daily journey: "Execute, Contributing Towards the Construction of a Better World".
Everyone, as a community that we are, must be grateful for that commitment, courage, and inherent sacrifice.
It turns out that the figures of the exercise do not do justice to this attitude and way of being, nor to the success that, overcoming the challenges we had, we managed to achieve in different areas.
In fact, when we registered a reduction in Sales and Services Rendered of 69.130 thousand euros, it seems that there was less "Doing", in the same way that, when we find negative Net Income Attributable to Shareholders for the expressive value of 119,140 thousand euros, it seems that this "Doing" was not well done.
The truth is that the financial statements of 2021 were marked by two non-recurring events and, one of them, following the end of the period.
A surprising and abusive occupation of the Port of La Guaira, on 15 October 2021, ended with the concession that we had been developing there.
A court judgement of last resort handed down on 17 February 2022 by an Algerian court in the context of proceedings concerning a partner of Teixeira Duarte - Engenharia e Construções, S.A. called into questional and financial conditions that made it possible to ensure the normal execution of six public contracted in Algeria.
In order to understand the impact of these indicators - in terms that are best developed later in the text of this Report and Accounts - they led to a decrease in Sales Rendered of 73,123 thousand euros and the impact on Net Income Attributable to Shareholders of 88,039 thousand euros.
Without the aforementioned Algerian and Venezuelan markets, we would have achieved 11.3% growth in Sales and Services Rendered.
I would also point out that the quality of our balance sheet that, despite the negative impact resulting from the above facts, equity had reduced by only 49,060 thousand euros to 189,205 thousand euros.
But in addition to these financial indicators, 2021 was also an important year for other reasons that I want to mention.
This was the year in which we celebrated 100 years, a story of which we are proud, of evolution, overcoming, also with many difficulties and less easy and challenging moments, such as the one we are now going through, which allows us to be here the capacity and willingness to adapt.
The vear of 2021 was one of committed recources. Today we have more digitised processes, senior management closer to operations and, not least, operations more focused on our strategic markets: Portugal, Angola, Brazil and Mozambique
Alongside this, and in a transversal way, we remain dedicated to contributing to the United Nations Sustainable Development Goals, an agenda for sustainable development to which we cooperate in terms of relations with people, communities and organisations that we impact. This year we maintained our contributions in various areas of this agenda, with emphasis on health and vocational training, employment and economic growth, innovation and responsible consumption. We are committed to continuing to contribute to the construction of a better, more sustainable economic world, socially and environmentally, also through this sharing of efforts on a global scale.
Thus, we are better prepared for the future and grateful to the many who work at this establishment with Ingenuity, Truth and Commitment, as well as the trust of Clients, Subcontractors, Financiers and Shareholders, without whom it would not have been possible to "do" these 100 Years of History.
| OPERATING INCOME | €637 M |
|---|---|
| SALES AND SERVICES RENDERED | €539 M |
| EBITDA | €(35) M |
| OPERATING RESULTS (EBIT) |
€(102) M |
| NET INCOME Attributable to shareholders |
€(119) M |
| NET DEBT | €718 M |
| FINANCIAL AUTONOMY | 11.5 % |
| ORDER PORTFOLIO For the Construction Sector |
€1,024 M |
| 2021 | 2020 | Var. % | |
|---|---|---|---|
| Operating income | 637,454 | 722,566 | (11.8)% |
| Operating expenses | (672,024) | (622,072) | 8.0% |
| FBITDA | (34,570) | 100,494 | |
| Depreciation and amortisation | (43,765) | (46,312) | (5.5)% |
| Provisions and impairment of depreciable/amortisable assets and Goodwill | (24,077) | (1,758) | S.S. |
| Operating Results (EBIT) | (102,412) | 52,424 | |
| Financial Results | (33,131) | (39,240) | (15.6)% |
| Earnings before tax | (135,543) | 13,184 | |
| Income tax | 17,921 | (10,233) | |
| Consolidated net income for the period | (117,622) | 2,951 | |
| Attributable to: | |||
| Shareholders | (119,140) | 3,558 | |
| Non-controlling interests | 1,518 | (607) |
(Values in thousand euros)
Risk management plays an important role in the Group's management structure: the operating rules and guiding principles that have defined Teixeira Duarte's performance, allowing it to successfully overcome the challenges it has faced over the more hundred years of activity, are a source of pride and to encourage the growth of the Group.
The Risk Management process of Teixeira Duarte Group includes several risk assessments with different levels and complexity, taking into consideration the matters to be dealt with and after identification of the Group's different areas of activity. It is the Board of Directors of Teixeira Duarte, S.A. that, duly supported by the other corporate control areas that provide support to society, is responsible for determining and assessing the risks to which the Company is subject, as well as for the promotion of the necessary initiatives for the respective prevention, which is responsible for designing the internal control and risk management systems that prove necessary and appropriate for the various identified. This body is also responsible for monitoring the functioning of the implemented risk management system.
Teixeira Duarte's activity is exposed to a variety of risks. In fact, in addition to the direct impact that the current Covid-19 pandemic situation and the development of the geopolitical situation in Europe may have on the development of the Group's activity, the companies of the Teixeira Duarte Group are exposed in the exercise of their activities – albeit with different scope and dimensions according to the countries and sectors concerned – the following main economic, financial and legal risks:
Additionally, Point III of the Corporate Governance Report of 2021 - called Internal Control and Risk Management - further explains the risk management model in the Teixeira Duarte Group, with the identification and description of the main risks to which the Company it is exposed in the exercise of its activity, as well as with the explanation of the monitoring model and existing risk mitigation measures.
In the pandemic scenario that lasted throughout 2021, the Board of the Board of Directors maintained the objective assumed in 2020 of defining procedures for the Annual General Meeting that would balance the efficiency in guaranteeing the effective rights of the Shareholders and compliance with the public heath measures was held in person, on 24 May 2021, at Lagoas Park Congress Centre. The exercise of postal voting and the General Meeting work by the Shareholders were allowed through video and audio access made available on the internet.
The presence of Shareholders, members of the Teixeira Duarte family and of collaborating shareholders and former employees, reinforced the union around the Company at a time marked by a difficult situation, but at the same time, of celebration of the 100th anniversary of Teixeira Duarte.
The Annual General Meeting was chaired by José Luciano Vaz Marcos and was attended by the Vice-Presidency of José Mário Ferreira de Almeida. The holders of other social positions were also present, including the members of the Board of Directors and supervisory bodies.
At the meeting of 24 May 2021, the following resolutions were taken, as disclosed by the market published on the actual day of the General Meeting:
The Teixeira Duarte shareholders held an n Extraordinary General Meeting on 8 October 2021.
The holding of this Extraordinary General Meeting - which deliberated on the recomposition of the Board of Directors and the Remuneration Committee - was promoted following the resignation presented by Mr. Dr. Pedro Maria Calainho Teixeira Duarte to the position of Chairman of the Board of Directors, by letter dated 31 May 2021.
This personal decision was made after more than 40 years of work contributing to a better family group, a better world.
Dr. Pedro Maria Calainho Teixeira Duarte had already resigned from the same position at Teixeira Duarte - Construções. S.A. on the date on which he had reached 65 years of age, implementing a common practice within the Teixeira Duarte Group itself.
Thus, and as he expressed, this decision was made following traditional criteria within the Company and understood as appropriate for the implementation of the natural renewal of the teams and governing bodies, which also support the Group's evolution.
The Extraordinary General Meeting held on 8 October 2021 was chaired by José Luciano Vaz Marcos, with the presence of the members of all the other governing bodies, as well as, among others of the Teixeira Duarte family and employed Shareholders and former employees, having approved the proposed recomposition of the Board of Directors and Remuneration Committee, which henceforth have the following composition:
Chairman:
Manuel Maria Calainho de Azevedo Teixeira Duarte
Directors:
This Extraordinary General Meeting was concluded with an intervention by the newly elected Chairman of the Board of Directors, Manuel Maria Calainho de Azevedo Teixeira Duarte, and which is transcribed here:
I thought it more appropriate to make my speech after the items on the agenda were closed, and, first of all, I want to thank the proposal also presented by Dr. Pedro Maria Teixeira Duarte regarding the reshuffle of the Board of Directors, including my appointment as Chairman and also thank the shareholders for the trust placed with the approval. And give a word of welcome to the two new members of this Board of Directors.
It is an honour for such a proposal to be end and a privilege to perform such a position in his succession, with the same sense of mission, both by the Teixeira Duarte Group and by the family that unites shareholders around this Company.
In fact, in addition to other functions with which he began working at Teixeira Duarte, it was in the Teixeira Duarte Group, under the drive of Dr. Pedro Maria, has evolved from a Surveys and Foundations Company to a large Business Group, with operations in several countries and sectors, being one of the construction area that survived the various crises and is recognised in the market, among many other virtues, for this resilience and do it for that.
It was under his leadership that we grew a lot, for various markets and that we also knew how to resist in the most difficult moments that a 100-year-old group ineving, in a process of committed adaptation, gained strengths that made us even stronger.
It was on June 30, this year in which we celebrated the 100th anniversary of Teixeira Duarte ended his duties as Chairman of the Board of Directors of Texeira Duarte. Today, with the acceptance of the position of member of the Remuneration Committee, you will no longer hold any position in the Teixeira Duarte Group.
In his resignation letter, he told us about the more than 40 years he worked at this Establishment, company and a better world, in a clear alignment between his purpose and way of being and the mission of Teixeira Duarte.
He told us about how Doing Better is a permanent challenge, since the crigins of the Company, and a way of contributing to the work already done. He also mentioned how ceasing to exercise the role of Chairman of the Board of the renewal processes of Teams and Governing Bodies that also support the evolution of this Group.
For us, Teixeira Duarte,
It is therefore with this inspiration, and with its example, that we continue to be united, motivated and accepting the responsibility of continuing to do, contributing to the construction of a better world.
Thank you all very much for your attention. And above all, on behalf of the many employees of this Establishment who have so often received your attention, thank you very much, Dr. Pedro Maria!
In order to allow a framed assessment of the Group's performance in the current year, it was considered appropriate to begin this chapter with the presentation of the main economic indicators of the most relevant markets in which the Group operated in 2021.
In Portugal, the expected recovery of GDP was experienced, with GDP having grown by 4.9% in real terms, and average inflation standing at 1.3%.
In relation to foreign markets, it should be noted that the exchanges to which the Group is exposed may have a different impact on the Balance Sheet and the Profit and Loss Statement, as shown by the related to Assets, Liblities and Transactions in foreign currency, set out in the annex to the statements consolidated financial.
With regard to Angola, despite the strong impacts of the Covid-19 pandemic, after five years of consecutive GDP decrease, this indicator will have grown by 0.7% in real terms, and forecasts point to a significant growth in the coming years. Average annual inflation is said to have been around 26%, and although the Kwanza appreciated 20.2% at the end of the year compared to 31 December 2020, the average exchange rate is expected to have decreased by 12.8%.
In Brazil, GDP grew 5.2%, with inflation reaching 7.7%. The Real appreciated 1.0% and the average exchange rate decreased by 8.4%.
In Mozambique, GDP grew 2.5%, with inflation reaching 6.7%. The Metical appreciated 21.4% and the average exchange rate increased by 1.8%.
For the Teixeira Duarte Group, the year of 2021 was particularly difficult, having been heavily influenced by non-recurring effects resulting from exceptional events in Algeria and Venezuela, as well as by the economic impacts derived from the Covid-19 pandemic situation, which were very significant in the geographies where the Group operates, however there is some diversity of its size, depending on the geography and the sector or area of activity concerned, as further explained in the chapter on Activity By Sectors in 2021.
For an adequate reading and understanding of the operational information presented below, it is essential to know, and bear in mind, the two exceptional and relevant facts, mentioned above and which had a significant impact on the Group's activity and accounts:
Operating Income decreased by 11.8% compared to 2020, reaching 637,454 thousand euros, corresponding to a reduction of 85,112 thousand euros.
This decrease is essentially explained by the six works in Algeria, and due to the derecognition of increases in income from these six contracts, as mentioned above, had a negative impact of 73.123 thousand euros on Operating Income.
Portugal recorded a 4.9% increase and overseas markets dropped by 21.3% overall compared to the previous year, with Portugal coming to represent 43.3% of the Group's total operating income in 2021.

Operating Income by Sector of Activity
Sales and Services Rendered reached 539,236 thousand euros, having fallen by 11.4% compared to 2020, i.e., 69,130 thousand euros less.
Portugal registered an increase of 4.7% over the same period last year, driven by the Construction sector. It should be noted that this indicator does not express the continued good performance of the Group's real estate sector in this period – evidenced in the operating income shown above of 71.294 thousand euros –, also driven by income not included in Sales and Services Rendered.
External markets recorded an 18.5% decrease in Sales and Services Rendered as a whole, which corresponds to a reduction of 7,919 thousand euros, and the Algerian market, as mentioned above, negatively affected Sales and Services Rendered by 73,123 thousand euros. The good performances of Brazil and Mozambique were noteworthy, with increases of 24.5% and 68%, respectively.
In this context, foreign markets that accounted for 69.1% of the Group's Sales and services rendered in 2020 shifted to represent 63.5% in 2021.
It should also be noted that Sales and Services Rendered were generally affected in all sectors by the current economic situdion, which is very much affected by the Covid-19 pandemic, even so, with strong growth of the Hospitality and Automotive sector.

Sales and Services Rendered by Sector of Activity
EBITDA reached a negative amount of 34,570 thousand euros, registering a decrease of 135.064 thousand euros compared to the previous year, a reduction influenced by the recognition of losses due to the six works in Algeria of 88,500 thousand euros.

| EBITDA by Sector of Activity | 2021 | 2020 | Var. (%) |
|---|---|---|---|
| Construction | (70,799) | 30,607 | |
| Concessions and Services | 2,268 | 11.849 | (80.9)% |
| Real estate | 19.680 | 41.303 | (52.4)% |
| Hospitality | 11,864 | 12.618 | (6.0)% |
| Distribution | 3,223 | 5,866 | (45.1)% |
| Automotive | 3.903 | 1.256 | 210.7% |
| Not allocated to segments | (4.709) | (3,043) | (54.7)% |
| Fliminations | 38 | S.S. | |
| (34.570) | 100.494 | (134.4)% |
Operating Result (EBIT) reached a negative amount of 102,412 thousand euros, having decreased by 154,836 thousand euros compared to the previous year.
In addition to the development of the Group companies, this indicator was influenced by some facts that we should highlight, namely the recognition of losses due to the six contracts in Algeria of 76,455 thousand euros and the recognition of losses from the Concession - Operation and Management Port of the Specialised Container Terminal of the Port of La Guaira in Venezuela for 33,431 thousand euros.

Financial Results stood at a negative 33,131 thousand euros, compared to the negative 39,240 thousand euros in 2020.

Evolution of Financial Results (Values in thousand euros)
Net Income Attributable to Shareholders stood at a negative 119,140 thousand euros, compared to the positive 3,558 thousand euros in 2020.


Total Assets increased by 3% compared to 31 December 2020, reaching 1,647,705 thousand euros, positively impacted by 131,605 thousand euros of exchange rate effect in the year, mainly as a result of the Angolan Kwanza and the Mozambican Metical and negatively due to the derecognition of losses due to the six works in Algeria of 74,842 thousand euros and the recognition of the loss of the Concession in Venezuela of 26,919 thousand euros.

Net Financial Debt stood at 718,439 thousand euros at the end of 2021, corresponding to an increase of 24,933 thousand euros compared to last year.
It should be noted that the Group spent 65,092 thousand euros on fixed capital, representing an increase of 15.7% compared to 2020, a value 21,327 thousand euros higher than the depreciation and amortisation expenses.


The Net Financial Debt was influenced by exchange rate valuations of 4,674 thousand euros (availabilities increased by 7,008 thousand euros and financing 2,334 thousand euros), highly this effect, the increase in net financial debt would have been 29,607 thousand euros.
Gross Bank Financing increased by 4,239 thousand euros compared to the end of 2020, of which 2,334 thousand euros result, as mentioned, from the exchange rate appreciation.
The Company subscribed to the legal moratorium for principal and interest under the legal protection of loan arrangement due to the Covid-19 pandemic.
The Maturity of the Group's Financial Debt as at 31 December 2021 is as follows:


Equity decreased by 20.6% compared to 31 December 2020, standing at 189,205 thousand euros.
The reduction in Equity of 49,060 thousand euros results essentially from the negative Net Income of 117,622 thousand euros and, positively, from the effects of the Currency Conversion Adjustments resulting from the currencies of the countries in which the Group operates, of the value of 93,718 thousand euros.

It is important to note that the impact of the Group's Consolidated Net Income, negative at 117,622 thousand euros, was not fully reflected in the variation in Equity, which decreased by 49,060 thousand euros, nor in the variation in Net Debt, which increased by 24,933 thousand euros.
Financial Autonomy stood at 11.5% as at 31 December 2021, a decrease of 3.4 p.p. compared to the end of 2020.
During 2021, the share price appreciated by 4.2%, increasing from 0.0904 euros as at 31 December 2020 to 0.0942 euros as at 31 December 2021. In terms of liquidity and volume of trades executed during this financial year, 63,267,278 shares were traded on the Stock Exchange, with a trading volume amounting to 6,118,824 euros. In 2020, 114,114,602 shares were traded, with a trading volume of 13,836,243 The graph shows the evolution of the stock market share prices during 2021: As at today's date, 22 April 2022, the price is €0.0950.

Share Price Evolution
Teixeira Duarte discloses to its stakeholders, for the consolidated non-financial performance of its subsidiaries, namely concerning human resources, socioeconomic aspects, including its relationship with communities, and environmental management.
The information provided here covers the activity of the subsidiaries between 1 January and 31 December 2021. Whenever relevant, information about previous years is included, to allow a comparative assessment of performance.
In addition to complying with the requirements of the Commercial Companies Oode and Decree-Law 89/2017 of July 28, the report follows other voluntary reporting frameworks: it has been prepared in accordance with the GRI Standards - Core option -, and the Non-Financial Information Report Model issued by the Securities Market Commission, with these two references being attached herewith.
The indicators presented here regarding Human Resources, Communities and the Environment cover, whenever possible, 100% of the companies included in the consolidation perimeter of Teixeira Duarte, S.A.
However, given the diversity of sectors and the local circumstances of activity, the scope of coverage may vary in some indicators. This fact is mentioned, when applicable, in the development of this chapter, using the number of employees as coverage index.
Sustainability is understood by the Teixeira Duarte Group companies as the result of a way of being and acting with a sense of responsibility. This attitude is reflected in the relationship of its employees with all stakeholders.
In fact, the Group's Mission – "Execute, contribution of a better world" – and its structuring Values – Ingenuity, Truth and Commitment - reflect a deep-rooted way of acting over several generations, which makes an essential contribution to the effective overall sustainability of its subsidiaries, from economic, social and environmental perspectives.
As there is a wide range of sectivity in this universe of Teixeira Duarte Group companies, which operate in several countries, the sustainable development of the businesses is ensured by each area of activity, given their proximity to operations and greater effectiveness of their actions.
Each subsidiary thus responds to the sustainability challence from the Group regarding cross-cutting guidelines and local objectives for each country.
In order to manage Sustainability in an organised and cohesive manner, ensuring that its subsidiaries are aligned in compliance with the cross-cutting principles defined by the Group, a Sustainable Development Commission was created in 2019.
With sustainability management functions from a strategic point of view at the Teixeira Duarte Group level, the Sustainable Development Committee depends, in the Board of Directors, and operationally consists of representatives of all businesses from the most representative markets of the Group, under general coordination of the Corporate Sustainability Area. In 2019, representatives from Portugal, Angola and Brazil were integrated into this Commission and, in 2020, representatives of the Mozambican market were integrated.
The Commission shall develop joint guidelines for the Group has defined as priorities, in order to establish its position in relation to them, ensure the articulation of information, good practices and enhance synergies between companies through collaboration on cross-cutting projects and in specific initiatives. The Commission meets on a monthly basis and there are also extraordinary meetings whenever appropriate.
The Teixeira Duarte Group encourages regular and systematic dialogue with a wide range of stakeholders, including those identified by its subsidiaries.
In order to better understand the expectations of these different groups and communicate more efficiently with them, the subsidiaries use various instruments, particularly the following:

In 2018, Teixeira Duarte adopted the United Nations Sustainable Development Goals as an overal framework to guide the performance of its subsidiaries in the field of Sustainable Development and among their stakeholders, as it identifies between these Goals and its mission, values and corporate vision on Sustainability.
TO WHAT WE CONTRIBUTE

OUR LOCAL PRIORITIES

The Teixeira Duarte Group's Sustainability Framework as at 31 December 2021
The 17 Sustainable Development Goals (SDGs) were established at a UN Summit in 2015 and unanimously approved by 193 Member States with the aim of creating an ambitious agenda for poverty eradication and global economic, social and environmental development by 2030. Compliance with this plan, known as the 2030 Agenda for Sustainable Development, involves unprecedented joint efforts on a global scale, by all countries and public and private players.
The Teixeira Duarte Group has identified and caries out an ongoing assessment of the activities carried out by its subsidiaries on the global priorities and aspirations for 2030 defined in the 17 SDGs. To prioritise the most significant impacts exerted by these activities on the topics of sustainable development proposed in the SDGs, the sectors/business areas operating in the markets of Angola, Brazil, Portugal and Mozambique were consulted, currently responsible for 94% of the operating income of Group, and determined the material SDGs in each of these countries.
Thus, despite contributing to several other SDGs, Texeira Duarte has taken as priorities, at a local level, 5 SDGs to which it believes it can contribute actively and more effectively.

Priority SDG for the Teixeira Duarte Group in the main markets of action as at 31 December 2021
| GUOD HEALTH AND WELL-BEING |
Health, safety and hygiene promotion policies at work of the subsidiaries; Implementation of occupational health and safety management systems in various subsidiaries; 0 Employee health monitoring policies, including medical and medication assistance in several subsidiaries; 0 Access to health insurance, protocols and partnerships in the field of health in several subsidiaries; o · Disease prevention initiatives, provision of screenings and health training among employees and communities; · Support for social institutions that support people in the health field; EXAMPLES |
|---|---|
| "Give Life" Programme in Angola and Mozambique; | |
| "MaxiHealth" programme in Angola; 0 |
|
| Annual flu vaccination campaign in Brazil; 0 |
|
| "Be Well" Programme in Brazil; 0 |
|
| "We All Give" Programme in Portugal, Angola, Algeria, Brazil, Spain and Mozambique. 0 |
|
| Group Policy for the Development of Skills of employees of the subsidiaries; 0 |
|
| Continuous training programmes aimed at updating skills and advancing the career of employees of the 0 subsidiaries; |
|
| EDUCATION | · Programmes for attraction and development of young talent of the subsidiaries; |
| Training actions for the personal development of employees and for raising awareness in the field of sustainability; |
|
| Initiatives with communities and support for social institutions that support people in the field of education. 0 |
|
| EXAMPLES | |
| "Teixeira Duarte Academy" programme in Portugal and Angola; |
· Teixeira Duarte Professional Development Centre in Angola;
| "Go Fishing" programme in Angola; 0 School Site Projects in Brazil; 0 "We All Give" Programme in Portugal, Angola, Algeria, Brazil, Spain and Mozambique. 0 |
|
|---|---|
| FCONOMIC GRUWI | Creation of jobs and generation of economic wealth in the markets where the subsidiaries operate; o 0 Specific youth employment promotion programmes in various subsidiaries; Widespread adoption of responsible practices on issues such as labour rights, occupational health and o safety, freedom of association and collective bargaining, working hours, remuneration; Generalised promotion of diversity, gender equality and the reconciliation of employees' professional, o personal and family lives; Programmes to support the development of local producers from various subsidiaries mainly in developing 0 countries; |
| EXAMPLES "Teixeira Duarte Academy" programme in Portugal and Angola; ● "Fishing" programme in Angola; 0 "Fazenda Maxi" programme in Angola; 0 Adoption of a Group Plan for Equality; 0 "Roots" programme in Angola. |
|
| JUSTRY, INNOVATIO | · Participation in national and international projects related to Innovation; · Establishment of a Group Innovation Committee; · Contribution to the regulatory action of the activity sectors; · Partnerships between the subsidiaries and Educational Institutions and Entities of the Scientific and Technological Systems; Programmes to support the development of local producers from various subsidiaries mainly in developing a countries. |
| EXAMPLES · Digital Construction Revolution Project - REV@CONSTRUCTION; "OMICRON" Project; 0 "Fazenda Maxi" programme in Angola. 0 |
|
| AND PRODUCTION | · Implementation of environmental management systems in various subsidiaries; · Provision of specialised energy efficiency services by some subsidiaries; Implementation of energy rationalisation measures at company facilities; 0 Programmes to encourage sustainable consumption with the employees of the subsidiaries; 0 Digitalisation/dematerialisation of processes; 0 Generalised assessment of suppliers based on social and environmental sustainability criteria. 0 |
| EXAMPLES "Analysis and Diagnosis and Energy Solutions" services provided to the market by TDGI; Responsible procurement policy of Teixeira Duarte- Engenharia e Construções, S.A.; o Various initiatives to raise awareness among employees. o |
The activities of Teixeira Duarte Group companies are based on their Mission and are in line with the UN Human Rights Declarations, the Guiding Principles of the Organisation for Economic Cooperation and Development (OEOD), the International Labour Organisation (ILO), national and international legislation and the 10 Principles of the United Nations Global Compact in the fields of Human Rights, Labour Practices, the Environment and Anti-Corruption.
Teixeira Duarte - Engenharia e Construções, S.A., in Portugal, is also voluntarily certified to the International Standard SA 8000, showing the organisation's commitment to developing maintaining and applying responsible practices to issues such as slave and child labour,
occupational health and safety, freedom of association and collective bargaining, disciplinary practices, working hours, remuneration and management systems.
Teixeira Duarte, S.A. has a Code of Ethics and Conduct adopted by each of the Group's entities, which enshrines the intra-group principles of action for all employees of Group companies and, therefore the involvement of Texeira Duarte, S.A. with stakeholders. It serves to reinforce and develop the Group's mission and values.
This Code is aimed at all Directors, Employees and other company representatives. In addition, it is these employees not only to be aware of the code, memorise it, implement it within the institution and defend it outside the institution, but also to promote the application of the respective rules during the course of their relationships with all Teixeira Duarte Group entities.
The Code of Ethics and Conduct is mandatory for all employees, and failure to apply it may result in disciplinary procedures and sanctions.
In summary, according to this Code, all Group employees are committed to complying with, defending and enforcing (as well as among indirect recipients) the legislation in force in the geographic areas where the Group operates, including any global or sector agreements and ethical rules specific to each professional, as well as any and all contractual commitments taken on by the Group.
Sent to all employees transversally, the current Code of Ethics and Conduct is available on the website www.teixeiraduarte.com.
Refering its beginning to the performance of its founder, Enginel Teixeira Duarte, Teixeira Duarte marked 100 years of activity in 2021. This milestone was achieved thanks to the commitment and dedication of thousands of men and women who, throughout this period, accompanied and contributed to the Group. The centenary celebration thus sought to focus on the recognition of all the people who were part of the Teixeira Duarte Group and of thand who share the honour and responsibility of starting its second century of activity.
On the occasion of Company Day 2021, employees of Texeira Duarte Group companies in the most diverse marked their centenary through various commemorative including videos produced by employees themselves and internal events.

Teixeira Duarte - Engenharia e Construções, Brazil

EMPA, Brazil

At the Teixeira Duarte Group companies, employee welfare, including the promotion of good hygiene, health and safety conditions, the development of skills and talent retention, are extremely important in the management of human resources, and are duly rooted in a culture of dignified treatment and respect for human and labour rights.
As at 31 December 2021, the Group had 9,03 employees, registering a decrease of approximately 500 employees (6% less) compared to 31 December 2020, to which the number of employees in the Contributed mainly at that time, taking into account the number and type of ongoing projects.

As in previous years, the performance of the subsidiaries operating in the Construction sector of the Teixeira Duarte Group strongly influenced its total number of employees. In 2021, this sector of activity accounted for 52% of the total workforce, but it decreased by 2 p.p. from its weight in 2020.

Distribution of the employees by activity areas as at 31 December 2021
As at 31 December 2021, Angola, Brazil and Portugal represented 83% of the total number of the Teixeira Duarte Group, with 31%, 30% and 22% respectively. In 2020, on the same date, Angola represented 30%, Brazil registered 35%.

Geographic distribution of employees in the main markets in which the Group operates, as at 31 December 2021
In line with previous years, the majority of employees were male in 2021, which is not unrelated to the Group's subsidiaries, particularly Construction and Facilities Management - which together accounted for 69% of the total workforce - where the vast majority of candidates are male.
Teixeira Duarte, S.A. has always been concerned about guaranteeing dignified treatment to all male and female employees, with respect for their human and labour rights, including effective equality among all. It adopts good practices in order to achieve an effective equality of treatment and opportunities between men and women, promotes the elimination and encourages a personal, family and professional life balance. In 2021, the company published a new Equality Plan that presented the set of goals and measures to be developed by its subsidiaries in 2022 «in a manner appropriate to geographic and sector-related aspects of their operating situations.
At a Board of Directors meeting held on 13 September 2021, Teixeira Duarte, S.A. approved a new Equality Plan covering the following areas:
a) Equal access to employment;
This Plan can be found at www.teixeiraduarte.com.
The average age of employees of Teixeira Duarte Group companies was 39 years in 2021.
Although the vast majority of its employees are in the age cohort between 30 and 50 years of the Teixeira Duarte Group consider the needs of the different generations promoting the integration of new employees and simultaneously the passage of knowledge through more experienced generations.
As at 31 December 2021, the majority of the Group companies were in an open-ended contractual situation, indicating a growing trend in this regard in recent years.
From a viewpoint by Areas of Action, there was a predominance of the open-ended contract model, being Jess expressive in Distribution and Concessions and Services activities.
As an employer, Teixeira Duarte is recognised in the markets in which it operates for focusing on its "in-house" people, who are given autonomy, and the corresponding responsibility, to develop their careers within the Group.
Also as a result of this attitude, several areas of activity of the Group stand out for being able to retain employees for several years and present high medium antiques. Overall, the Group has an average seniority of 6 years.
Different cultures, habits and working methods tend to creater openness and growth for companies seeking to ensure a working environment where mutual respect and equal opportunities prevail. As at 31 December 2021, employees from 40 different nationalities worked in the Group, highlighting the degree of diversity in Portugal.
Many of the Group's subsidiaries position their markets as employers that offer personal and professional development perspectives to their employees, regardless of their level of experience. The promotion of young employment, with potential talent, and strong professional qualification policies have been particularly important for the Group's expansion into various markets, in which its subsidiaries consistently demonstrate a great capacity to retain national employees in their operations.

In 2021, several Texeira Duarte Group companies continued using the Applicant Tracking System implemented in 2018, allowing them to manage job offers and applicants more efficiently, using a wide search network integrated with job seeking websites.
Along these same lines, mention should also be made to the role of internal recruitment which, based on performance with recognised merit, has given several employees opportunities to develop their careers within the Teixeira Duarte Group.
In 2021, the Teixeira Duarte Group launched an internal programme aimed at encouraging its subsidiaries in Brazil to autonomously develop actions that contribute to the improvement of the organisational climate and increase the well-being of its employees, named "Be Well". By seeking to work on the aspects of health, environment, communities, nutrition, sports and leisure, this programme assists Group companies in the development of actions that are relevant to the quality of life of employees, in any of their fixed and temporary units, in an aligned and more coordinated manner.





The Group monitors the evolution of the percentage of Men and Women belonging to the Group's Senior Management who are responsible for different companies, sectors, business areas, or other organisational structures in 2021, this structure underwent several changes in terms of its constitution. The respective organisational chart as at 31 December 2021 can be found in this report's "Profile" subchapter.
With regard to absenteeism, the different companies in the Group have rates that vary according to the business areas and the countries in which they operate. It is recalled that, in 2020, the vast majority of companies registered an increase in the rate of absenteeism due, on the one hand, to the compliance and applications of the health and government authorities regarding the prevention of Covid-19 in terms of work reorganisation and, from absences directly related to the disease and compliance with quarantine/orophylactic isolation and assistance to the family. However, in 2021, absenteeism generally declined again due to the easing of Covid-19 restrictions. Overall, in the Group's companies, absenteeism was 2.8% in the last financial year.
As at 31 December 2021, 41 people with disabilities or included in the companies owned by Texeira Duate. In Portugal and Brazil, these employees represent 1% of the workforce.
The promotion of the fundamental conventional Labour Organisation (ILO) and human rights is enshrined in the Code of Ethics and Conduct of Teixeira Duarte, S.A., which extends to all the entities that form part of its consolidation perimeter.
The Code expresses the commitment of the Group's subsidiaries to recognising the right to association and collective bargaining. Their corporate practices protect labour rights and promote safe and healthy working environments for all workers.
The activities of the Construction, Hospitality, Distribution and Automotive sectors are the Group's most prominent activities in terms of collective labour regulation instruments, collective agreements, collective agreements and company agreements.
This scope is reflected in the number of unionised employees in the markets where these sectors operate. Although it is not possible for the subsidiaries to identify the totality of unionies operating in the Brazilian and Mozambican markets in particular have found a higher percentage of unionised employees. In Brazil, it should be noted that the union contribution was mandatory until 2017.

Covid-19 disinfection tunnel at Teixeira Duarte - Engineering and Construction site, in Portugal
The corporate vision of the Teixeira Duarte Group has always included a strong human resources management strategy. Its measures aim to improve the quality of life of all those who work for its subsidiaries, in order to optimise the balance between work and personal and family life and promote employee loyalty, regardless of the activity of the companies and the markets in which they operate.
This vision is reflected in the socially responsible attitude of its subsidiary companies with regard to the promotion of health, safety and hygiene at work.
In terms of occupational health, emphasis should be placed on the employee heath monitoring policy, which takes the form of general health examinations, visits to work stations and the monitoring of situations of illness.
Although the same support mechanisms in the field of curative medicine continue to be ensured in the various markets, directly (internal services) and/or indirectly (protocols with private clinics and/or health insurance), since 2020, as the impacts of the Covid-19 pandemic have been reflected in the rate of employee coverage with examinations carried out at Group companies, either due to limitations in conducting face-to-face exams or due to the efforts channelled to prevent and respond to the risks of the pandemic.
Even so, in emergency situations of high severity, such as those experienced in 2021 with the pandemic crisis, the existence of internal curative medicine services allowed an effective monitoring of problematic situations in health matters and, in parallel, improved the response capacity of companies.
Employees are offered the chance to access medical services and drugs that, due to the stuation in some of the Group companies operate, are an essential part of clinical monitoring and access to primary health care by employees. In some situations, this access is through private clinics with which partnerships have been set up, seeking to make health care more effective and less expensive.
In the case of Angola and Mozambique, for example, Group companies have defined a medication policy that includes access to medical consultations for all employees and first-degree relatives.

Awareness action on World Mosquito Day, at the TDA Centre, in Angola
As Malaria is the leading cause of death in Angola, Teixeira Duarte Group companies regularly reinformation and training among their employees with a view to contributing to alower incidence of this disease. In August 2021, on the occasion of World Mosquito Day, various subsidiaries of the Teixeira Duarte Group in this country acted, once again and in different ways, to raise the awareness of their employees on the importance of preventing daily situation of mosquitoes, reinforcing the care to be taken for the prevention and treatment of the disease.
Throughout 2021, the Group companies provided their employees with 1,391 curative consultations and 31,832 complementary diagnostic tests, which represented, compared to 2020, an increase of 12% and 25% respectively.
As its core business originated in the Construction sector, the Teixeira Duarte Group and its subsidiaries have a deeply rooted corporate culture of constant investment in safety and fighting against risks. This commitment includes strict prevention policies, which aim to ensure that the lives of all employees and service providers at all facilities are safeguarded.
Every year, several Teixeira Duarte Group companies are mobilising to mark the 28th of April, World Occupational Safety and Health Day, with a view to strengthening the awareness of employees and the resilience of their professional risks. In accordance with the theme "Anticipate, prepare and respond to crises - Investing now in resilient occupational health and safety systems", in 2021, actions were carried out with work teams from the most diverse sectors of activities and markets.

Somafel, Portugal
In the cases of Portugal, Brazil, and Mozambique, the good practices of subsidiary companies in the Construction sector, where the risks are higher with regard to the health and safety of employees, are strengthened by the ISO 45001 standards certification in occupational health and safety management systems, providing a more comprehensive and effective management of operational risks and contributing to employee protection and better performance.
In 2021, Teixeira Duarte Group companies in the Construction sector recorded fewer work-related injuries with medical discharge than in recent years, reducing their frequency rate by half. However, in 2021, the Group regrets the occurrence of one fatal took the life of an employee of one of the subsidiaries in this sector in Brazil.
Regarding the severity (number of days lost due to the occurrence of occupational accidents per one million man-hours worked), and although Construction and Real Estate performance worsened in 2021, the levels of all sectors were in the parameters of "Good" and "Very Good", according to the World Health Organisation reference values.
Within the scope of health promotion, several activities are also promoted in Group companies, such as screening, awareness activities and individual and group health training activities.
During the months of August and September 2021, the Teixeira Duarte Group held several screening sessions aimed at identifying cardiovascular disease risks for employees in all its sectors of activity in Angola. With the technical support of the Angolan Society of Cardiovascular Diseases, aspects such as weight, blood pressure and waist circumference were controlled, and recommendations on health and nutrition were provided. More than 550 employees participated, with an identified incidence of arterial hypertension of around 35%.

Screening at Teixeira Duarte Group facilities in Morro Bento, Angola
Several Teixeira Duarte Group companies, namely in Portugal and Brazil, marked Mental Health month in September 2021.
Awareness-raising actions were developed in the companies' fixed and temporary premises, interviews were given to specialists with online broadcasting, among other initiatives.

Awareness action at EMPA construction site in Brazil

Lactation space made available to nursing employees at the Teixeira Duarte Group headquarters in Portugal
In accordance with the legislative provisions in countries where Group companies operate, all employees have the right to protection during parenthood. In the case of Portugal, there is a range of maternity/paternity leave options available to employees, in accordance with the provisions of the Labour Code.
Companies forming part of the Teixeira Duarte universe also offer other employee benefits, such as:
Most Group companies provide health insurance to their employees in accordance with defined criteria, including the possibility of extending insurance to cover their families.
In some subsidiary companies, life insurance is also available in addition to health insurance to ensure protection in situations of personal accidents, death and disability. This insurance is to supplement the apply in each country to social security and labour legislation matters.
A set of protocols and partnerships with external entities is made available to Group company employees, in various areas, such as telecommunications, barking, insurance companies, educational establishments, car dealerships, allowing employees access to goods and services under more advantageous market conditions.
In 2021, the Group's automotive companies in Angola established a protocol with a view to their employees an integrated insurance plan with subsidised prices that are not accessible to the general public, including 50% of the auto insurance bonus and 30% of the bonus in health insurance, funeral, personal accidents, housing, among others.

In 2021, the Group promoted, with its companies in Portugal, the adoption of a complementary solution within the scope of partnerships to expand the network of discounts accessible to employees and their families - the "Compras.TD" Portal.
In January 2021, the Teixeira Duarte Group launched a new edition of the programme created in 2019 that offers employees the possibility of accessing a set of benefits for themselves and their families according to their preferences.
Addressed to all employees of the permanent staff of the subsidiaries in Portugal, membership of the programme is voluntary and allows access to advantages, such as reimbursement of health expenses, child vouchers, professional training, acquisition of technology and acquisition of vehicles.
The Teixeira Duarte Group has a Family Monitoring Policy in place which includes administrative, logistical and financial support with a view to the legalisation, travel and accommodation of family members of employees who are subject to certain criteria and are displaced outside their country.
In the universe of Teixeira Duarte Group companies, and over one century of history, a strong culture of ethics, work and merit has always been promoted, widely recognised and systematically applied at all levels.
Given the speed of transformations that characterise today's world, which has been strongly accelerated by the Covid-19 pandemic, along with the volatility, complexity and ambiguity of the contexts in which we live, it is critical that organisations adapt quickly to changes in their environment and stakeholder expectations.
Always guided by the Values of Ingenuity, Truth and Commitment and by the Mission "To Do, contribution of a better world", the Group's companies are aware of their People in their capacity for adaptation and resilience in this increasinaly non-linear world. The development and qualification of employees are therefore essential to direct companies to new growth models and to overcome constant challenges.
Despite the diversity of activities that exist today within the Teixeira Duarte Group and the geographic dispersion across several countries, the Group has developed, and has been evolving, a robust model for the effective transmission of values and practices that constitute its corporate vision with regard to employee development and training. The Group encourages its subsidiaries to pursue the following objectives:
In 2021, the Teixeira Duarte Group's Skills Development Policy was continued acording to the model defined in 2018 and duly adapted, since 2020, to other learning from the circumstances caused by the Covid-19 pandemic. This Policy is based on a matrix that includes a common/cross-company component for all business areas and a specific component. It can therefore be adapted to any sector, market and professional category in which the employee is located.
The business areas, in turn, define, implement and assess the Skills Development Plans (SDP) for their employees. These are continuous training programmes that allow each employee to be trained over time, specifically with a view to updating skills and career progression.
In 2021, the Professional Qualification Committee continued with the continuous support work for transversal processes and with the promotion of key projects in the especially relevant projects was the adoption of a common e-learning platform that aggregated personal and professional development regardless of the physical location of is possible to access online training and information on the "OK – Online Knowledge | Powered by Grupo Teixeira Duarte" platform, on which content developed externally and internally by each Group company can be accessed.
In line with the need for personal and professional development of employees as a privileged way of responding to current and future challenges, the companies included in the consolidation perimeter of Teixeira Duarte, in 2021, an overall average of 24 hours of training per employee (+30% than in 2020), with positive emphasis on the performance of activities in Angola and Brazil in particular, despite the constraints that the Covid-19 pandemic situation imposed on professional training formats.

Employees in practical training at "Maxi" stores in Angola
Qualifying activities, in 2021, covered 58,991 trainees (number of employees who attended an activity) and amounted to 222,205 hours of training volume (total training hours attended by all trainees), which, compared to 2020, represent decreases of 67% and 68% respectively. The growth of these indicators was transversal to the Group's companies in the different markets and reveals their ability to overcome the adaptation needs - in methodologies and formats imposed by the Covid-19 pandemic. To account for these indicators from a geographic point of view, the Teixeira Duarte Group considers the market of the company to which the employee is assigned, and in specific situations, that the employee may be displaced from it.



On the occasion of World Engineering Day for Sustainable Development, which is celebrated annually on March 4, Texeira Duarte -Engenharia e Construções, S.A. promoted a series of podcasts on the "Opportunities and challenges of a more sustainable industry", released during said month on its internal commels, in all markets. With the participation of invited experts, the objective of the initiative was to raise the awareness of the growth strategies based on new policies and legislation with a view to profoundly transforming the economy and society and putting them on a more sustainable path.
In Portugal, Teixeira Duarte - Engenharia e Construções, S.A. maintained its training entification, granted by DGERT - Directorate General of Employment and Labour Relations, which enables the company to provide certified training in several areas including Health and Safety at Work, Civil Construction and Civil Engineering, Metallurgy and Metalwork, among other areas.
With the "Building Information Modelling" (BM) methodology as a pillar to leverage the digital transformation of its sector, Teixeira Duarte - Engenharia e Construções consistently promotes the qualification of employees in BM, including Givil Engineers, Architects, Designers and Preparers. In 2021, more than 60 hours of training were given in this matter by external entities, and the training was adjusted to real cases of the Company in order to prepare trainees for their day-to-day needs.
In October 2021, the Teixeira Duarte Group started a new edition of the Teixeira Duarte Academy Trainee in Portugal. As part of Teixeira Duarte – Engenharia e Construções, S.A. and SOMAFEL – Engenharias, S.A., eight young graduates from various areas of Engineering were selected to join this 9-month programme, with a view to contacting each of the Companies and learning methodologies of work, with the possibility of receiving mentoring from key people in the organisation.

Welcome session for the trainees of the Teixeira Duarte Academy, held on 11 October at the headquarters of the Teixeira Duarte Group, with the presence of the Chairman of the Board of Directors, Dr. Manuel Maria Teixeira Duarte
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Young people living in an underprivileged social situation.
To take advantage of resources and instruments focused on the training and professional development of employees of different Teixeira Duarte Group subsidiaries, to train the recipients and to give them the opportunity to make a start in the job market.
"Teach a man to fish and you'll feed him for the rest of his life", Lao Tzu
"Fazer Pescar" (Teaching to Fish) is an initiative aimed at creating opportunities for young people, training them to autonomously become a fundamental part of the development of the community of which they form a part. It is an educational programme created in 2013 by the Teixeira Duarte Group in Angola, currently lasting 3 months, which includes a component of social integration, integration into the company and integration at work. Attendance is free and trainees benefit from daily meals, a daily transport allowance, personal accident insurance, uniforms and clothing for individual use, school supplies and reqular medical monitoring. At the end of the course, trainees with positive assessments join companies Group companies.

All sectors operating in Angola.
In Brazil, the improvement of procedures and access to training by employees resulting from the adaptations triggered by the Covid-19 pandemic had a very positive influence on the training capacity of the Group's companies. In 2021, activities were carried out that included 22,893 trainees, amounting to a training volume of 90,367 hours, which represent increases of 57% and 97% respectively when compared to 2020. The average number of training hours increased from 18 to 29 hours.
In Brazil, reference is made to two programmes in the fields of professional qualification and youth employment. Texiera Duarte -Engenharia e Construções has for several years been running a training programme for newly graduated professionals, with a minimum duration of 12 months, aimed at developing young people through on-the-job training to enable them to join the future. In 2021, 24 trainees were integrated - the largest number in recent years - with 6 young people being promoted in the company after the internship period and 18 integrated in a follow-up phase between 1 and 2 years. "Young Apprentice" is another important programme, aimed at young people in high school, that included 42 young people in 2021, of whom 3 joined the company. This initiative lasts for 16 months and aims to provide young people with experience in working environments.

ees of the "Fazer Pescar" Programme giving a presentation in the closing session of a course in Angola
EMPA SUPPORTS "CANTEIRO ESCOLA" PROJECT TO TRAIN AND EMPLOY RESIDENTS OF ILHÉUS, BRAZIL

Within the scope of the Porto Sul works, in which EMPA, a Teixeira Duarte Group company, participates, the "School Site" Project was created in 2021. The initiative is from BAMN, the owner of the company, and aims to provide theoretical professional training to the residents of Ilhéus with a view to their training and employability in the area of civil construction.
By the end of the year, 200 new professionals were trained to be absorbed, not only by EMPA, but also by other construction companies in the region.
The classes were provided by SENA teachers, and EMPA was responsible for the operation of the courses (electricity, air conditioning, internet, toilets) and equipment for practical classes.
In addition to the professional qualification component, the "School Site" Project is distinguished as a good practice to promote job creation and address the shortage of local specialised labour.
The activities of the Teixeira Duarte Group's subsidiates, regardless of the sector in which they are an impact on the socioeconomic development of the places where they operate.
In order to enhance its positive impacts and, on the other hand, to mitigate the negative ones, the Group promotes a culture of ethics and quality among its subsidiaries, of commitment to local hiring and the development of local subcontractors and suppliers, and of strengthening their technological capabilities and social responsibility, particularly in developing countries, which contributes to the sustainable development of communities.
In Portugal, Teixeira Duarte - Engenharia e Construções, S.A., is a company certified in social responsibility according to the SA 8000 benchmark.
Corruption and bribery are inherent risks of all economic activities. The tool that guides the management of the Group's subsidiaries in this area is a compliance programme that establishes and procedures based on the Compliance Policy, on the Code of Ethics and Conduct and on Teixeira Duarte's Mission and Values. With greater effectivenes, its aim is to ensure compliance with the law and internal rules, thereby contributing to an effective climate of integrity and ethical culture during the course the activities of Teixeira Duarte Group companies.
The compliance system also ensures compliance and the assessment of the effectiveness of the Code of Ethics and Conduct, according to which employees must act in order to assess and avoid possible conflict of interest situations, as well as to actively or passively prevent any corrupt behaviour, including facilitation payments or gifts, or the creation, maintenance or promise of irregular situations or favours.
Employees shall be obliged to report any information that constitutes misconduct, including those that constitute possible illegal or illicit practices in financial and accounting matters, fraud, corruption and money laundering, as well as any actions related, directly or indirectly, to terrorist entities or those that may target or support terrorist practices.
They are also responsible for ensuring that indirect recipients of this code also do so.
Employees must act in a manner that actively combats possible attempts at money laundering, refusing to participate in any act that as such may be considered, under current legal and regulatory standards, as well as in any attempt, complicity, facilitation or advice to carry it out.
They must also take actions to prevent the business of any Teixeira Duarte Group from being able to supply, collect or hold funds or assets in any way that could be used for financing and supporting criminal activities, specifically terrorists.
The Teixeira Duarte Group's compliance system, applicable to all subsidiary companies, includes the following mechanisms:
The practices and procedures for the prevention of money
laundering and terrorist financing, established by Teixeira Duarte Group companies on the different markets, have moved hand-in-hand with the respective changes in legislation. In the specific case of real estate activity, this evolution has been reflected in the strengthening of risk assessment and increased pre-contractual diligence.
Under the Teixeira Duarte Group's compliance system, the appointment of a Chief Compliance Officer stands out in 2021.
A focus on quality, on continuously improving overall performance and the intention to meet and expectations has led Teixeira Duarte Group companies to commit to the implementation of Quality Management Systems according to the ISO 9001 standard, as a business strengthening and sustainability factor.
Sectors and markets in which Texeira Duate Group companies had implement Systems (ISO 9001), as at 31 December 2021:
Due to the heterogeneous nature of the businesses that make up the Teixeira Duarte Group, it is up to each area to establish its own mechanisms for listening to clients and for receiving complaints, and to assess their levels of satisfaction in accordance with the most appropriate specific criteria.
In awareness of the importance of third parties to the Teixeira Duarte Group's activities, the underlying principles of its compliance policy must always be present in the reationship between Texeira Duarte Group companies and its business partners, as well as in the relationship and interactions with public agents.
Teixeira Duarte also encourages its business to adopt compliance systems compatible with the objective of promoting and maintaining an ethical business environment.
In Portugal, Teixeira Duarte - Engenharia e Construções, S.A. underpinned by the SA 8000 Standard that it implemented in Portugal, promotes respect for labour rights and healthy working environments for all workers, and among suppliers and contractors, by demanding compliance with social responsibility requirements, in particular:
In 2021, 100% of the contracts established by Teixeira Duarte — Engenharia e Construções, S.A. with its suppliers included specific clauses on the requirements to be ensured with responsibility, ethics, integrity and transparency, in line with the Code of Ethics and Conduct of Teixeira Duarte, thus ensuring that the principles referred to therein are disseminated throughout the supply chain.
In the particular case of subcontractors, Group companies which operate in Construction have put specific mandatory contractual provisions in place, in addition to legal provisions, in the areas of occupational health, safety and hygiene, including occupational accident insurance, personal protective equipment, accident rates, training and the prevention and control of alcoholism, among other areas.
Teixeira Duarte - Engenharia e Constructured the supplier qualification and risk assessment process in order to reinforce sustainability criteria, namely in the environment, social responsibility, health and safety at work and compliance management and, in this way, privilege the hiring of suppliers that apply the best sustainability practices.
Based on the geographic area in which the supplier operates, the type of activity it carries out and the Company's ability to influence it, Teixeira Duarte – Engenharia e Construções, S.A. assesses the potential social risk of suppliers in relation to the expected risk, with highest risk cases being subsequently selected for monitoring. In 2021, 10 supplier inspections were carried out in the group of companies with which Teixeira Duarte - Engenharia e Construções, S.A. maintained supply relationships.
In the Distribution sector in Angola, the subsidiary CND had a programme for suppliers, aimed at supporting agricultural and livestock production activities, job creation and encouraging the formalisation and growth of micro, small and medium-sized enterprises. Through the "Fazenda Maxi" programme, CND establishes partnerships with national producers, supports them and ensures that their production is purchased and high-quality produce available to the population in its stores.
Originally of an agricultural nature, "Fazenda Maxi" is now a programme in the farming together a community of experienced and independent farmers, where the automation of production processes will be the next step.
In 2021, the number of members of the "Fazenda Maxi" Programme rose to 40 producers, expanding the programme's coverage to 11 provinces in Angola. The number of products purchased by CND from this network has been increasing consistently in recent years, having grown 27% from 2020 to 2021.

Presentation and promotion of products originating from the "Fazenda Maxi" programme in a "Maxi" store in Angola

Scope
Agricultural producers, with an emphasis on small and mediumsized producers.
Consumers in general.
Reduce the difficulties in obtaining high-quality agricultural produce for CND's food retail business, at prices accessible to all, in a consistent and sustainable manner, taking advantage of its resources and instruments focused on the training and professional development of workers directly and indirectly related to this activity.
A programme created in 2012 and promoted by CND through its "Maxi" brand, which establishes partnerships with producers, with the aim of developing national production and making the best national agricultural products accessible to the entire population.
The "Fazenda Maxi" (Maxi Farm) programme gives producers the assurance that products are sent to Maxi stores, by collecting them and transporting them. It also provides technical advice throughout the production process, and specialised training with a view to improve the quality and regularity of their production.
The savings obtained by shortening the distribution chain are passed on to the end client.

Under this programme, CND ensures the technical monitoring of producers, supplies, logistics and quality and food safety of products, by assigning the programme a fleet of refrigerated vehicles with a capacity of 8 tonnes, specially developed transport boxes and the operational support of its central structure, including the company's modern distribution centre located in Morro Bento.
Distribution Sector in Angola.
Also in terms of support to local suppliers, CND in 2021, maintained the "Raizes" Programme. Through the "Dakaza" retail brand specialising in furniture and decoration, the company established partnerships with Angolan artists and craftsmen and promoted contact between them and individual clients, by exhibiting, promoting their articles in the brand's stores and other communication channels. In the fourth year of the initiative, 15 new exhibitions were held and around 5,000 items were sold.

Artists and small and medium-sized national craftspeople.
Consumers in general.
To boost the unique factors of CND's specialised retail business by including locally manufactured original articles, integrating national artists and craftspeople into organised retail.
A programme created in 2018 and promoted by the CND through its "Dakaza" brand, which establishes partnerships with Angolan artists and craftspeople, aimed at promoting the creativity, innovation and entrepreneurship of national creators.
The "Raízes" (Roots) Programme makes it possible for Dakaza's clients to purchase national artwork and crafts.

Artisans and craftsmen are given spaces in the brand's stores to exhibit articles and run demonstrations and workshops with the participation of clients. "Dakaza" also promotes the reputation of creators in addition to selling their articles.
Distribution Sector in Angola.
The Group's mission and values, particularly the "Commitment" value, reflect Texeira Duarte's concern for Social Responsibility. This is also reinforced by the principles and rules laid down in the Code of Ethics and Conduct, which particularly applies to human capital, and by the sustainability vision and model that states the intention of contributing to the development of communities.
Under its support for social projects and social soldarity organisations, it should be noted that Teixeira to adopt an institutionalised position through initiatives that are neither exclusive nor centralised in decisions but rather involve all the employees in direct actions.
It was for this purpose that the "Todos Damos" Programme was promoted for the first time in 2015, a people-orient allows companies in this Group to reinforce the donations that to make to projects and institutions of social solidarity that support people.
Texeira Duarte provides an annual amount for this purpose, and employees choose the institutions they want to support and, as a result, the Group companies donate twice the amount donated by them, thus tripling the donation delivered to the institutions.
In 2021, 64 applications were granted, involving employees from 15 companies of the Group in Portugal, Angola and Brazil.
A total of €59,103.00 was collected from employee donations from Teixeira Duarte Group companies, distributed to 40 institutions.

Social Responsibility .
Social institutions that support people in markets where Teixeira Duarte Group companies operate.
Support social solidarity projects and institutions through initiatives that involve employees in direct action that is neither exclusive nor centralised in a decision by the Board of Directors.
The "Todos Damos" (We All Give) Programme is an annual Social Responsibility programme created in 2015 by the Teixeira Duarte Group, which allows Group companies to reinforce the donations that their employees intend to make to projects and social solidarity institutions that support people.
Teixeira Duarte provides an annual amount for this purpose, and employees choose the institutions they want to support. The company donates twice the amount donated by employees, thus tripling the value of the donation received by the institutions.
Any employee of the Group's companies can apply for the Programme, indicating a social institution based in a country where the Group operates to which he or she wishes to contribute or has already contributed with a donation.

The "Todos Damos" Programme for 2021 was run between 1 January and 31 December 2021. The total budget for the programme amounted to €150,000.00, including the maximum donations from employees and companies.
All companies included in the consolidation perimeter of Teixeira Duarte can join the Programme.
Institutions supported financially through employee applications under the "Todos Damos" Programme are sometimes identified for other types of support by the subsidiaries of product raising actions from their employees, including food, clothing, books, toys, among others.
In 2021, the AIDS Orphan Children Support Association, in Mozambique, was supported by offering goods by employees of the Group's companies in this country, after being identified, in 2020, through the "We All Give" Programme. During the year, there were campaigns to collect goods on the occasion of International Children's Day (toys and clothing), International Literacy Day (books) and Christmas (food).

In Angola, the "MaxiSaúde" (Maxi Health) Programme, launched in 2016 by the company CND, which aims to promote the health of the population through awareness, prevention, screening and treatment actions in the "Max" stores, has been suspended since 2020 due to the pandemic situation that has started.
In 2021, TDA, a subsidiary of the Teixeira Duarte Group that operates in the automotive sector in Angola, continued its awareness programme for the prevention of road accidents. As road accidents are the second largest cause of death in Angola, one of the main parts of TDA's corporate responsibility is road safety. The campaign, which will continue in 2022, includes training for employees and internal and external information, namely through the social media of TDA and the brands it represents.

Despite the constraints imposed by health regulations to combat the Covid-19 pandemic, various companies kept the "Dar Vida" Programme in operation in 2021. Created by the Group's Construction sector in Angola in 2019, the Programme aims to encourage regular voluntary blood donation by employees, thereby contributing to increase the amount of blood held by partner health institutions.
In 2021, in partnership with the National Blood Institute and the "Sagrada Esperança" Clinic, 12 blood collection actions were carried out within the Group companies in Angola, which brought together 175 volunteer employees.
Also this year, and according to the Teixeira Duarte Group, the "Dar Vida" Programme was extended to Mozambique, where various subsidiaries were able to implement blood collection actions that mobilised 88 volunteer employees.
Thus, in 2021, employees from these countries made 260 blood donations, which, considering that each donation can help save up to 3 lives, made it possible to help save the lives of nearly 800 people.
Main Sustainable Development Goals

Target Group
Employees
Health institutions
To contribute to the improvement of the voluntary blood donation system that allows universal access to timely supplies of safe, quality assured blood and blood components. In countries where the Group operates, such as Angola and Mozambique, the percentage of voluntary blood donations is quite low, so many employees are directly or indirectly faced with this potential unavailability of blood at some point in their lives.
Social responsibility programme created in 2019 in Angola by the Group's Construction sector and currently promoted by several subsidiaries in Angola and Mozambique. It aims to encourage the regular voluntary blood donation of employees, contributing to the increase of the blood reserve in the health system. It aims to encourage employees to donate blood voluntarily on a regular basis to contribute to increasing blood reserves in the health system. By making its employees aware of the importance of voluntary blood donation and providing conditions for donations to be made, through technical partnerships, the Group aims to contribute to reducing the current shortage of blood stocks in health institutions and stimulate a greater sense of solidarity with employees and their personal lives.
With the aim of promoting innovative solutions, fostering synergies and stimulation agents, the Teixeira Duare Group established, in 2021, an Innovation Committee involving Management and representatives of its business areas and corporate areas. This team works to:

Various sectors in Angola and Mozambique.

Pilot project: Campo Grande Viaducts in Lisbon

Pilot project: D. Luís Building in Lisbon


Pillar assembly scheme in the Campo Grande Viaducts project, in Lisbon

"OMICRON" is a European project funded by Horizon 2020, under the scope of Mobility for Growth applications, with a duration of 42 months, in which Teixeira Duarte - Engenharia e Construções, S.A. participates with another 15 partners from 7 European countries. This project aims to develop innovative solutions for the maintenance and regeneration of road infrastructure, using more automated and optimised solutions through robotic technologies and smart decision-making support tools.
Teixeira Duarte is responsible for coordinating the main demonstrator of the project that aims to develop modular solutions for constructing overpasses (for highway widening stuations, fauna crossings and the replacement of existing ones), in a fast, safe and sustainable way. The company Armando Rito is also involved in the Portuguese team, by indication of Teixeira will also participate as a stakeholder, providing access, signage, and safety during the tests to be performed on the demonstrator.
The financing €268,500.00 is a 100% grant, with being awarded to Teixeira Duarte.
This project began in 2019 and remains ongoing 2021. The aim is to develop an innovative product that is unique in that can be installed in a central location of any apartment, at very low cost, and will save the lives of the event of a strong earthquake.
It is a 1.1 million euro project co-developed by "Instituto Superior Técnico" (Higher Technical Institute - IST), financed by the Portugal 2020 Programme, with a total duration of 3 years. The part of Teixeira Duarte - Engenharia e Construções, S.A., the Metalworking areas, in the development of prototypes, and of Buildings, in the construction of partial models of masony buildings. External participants are the National Civil Engineering LAEG), for seismic table testing, IADE - European University for the design and architectural integration of the shelter, and SPI, for provision of services.
Given the needs of clients, especially in the hospital area, and which, due to the Covid-19 pandemic, have become widespread in other sectors of activity, TDGI has been developing different disinfection solutions based on ultraviolet light. UV-Cradiation is a wellknown surface and environment disininates 99.9% of viruses, bacteria and other microorganisms, including viruses of the Coronavirus family, automatically, safely and effectively, leaving spaces sterilised and disinfected. TDGI offers engineering services for the installation of fixed disinfection solutions and, more recently, its own mobile solutions, whose European certification was obtained in 2021.

UV-C radiation disinfection robot
In order to guarantee the protection of all intellectual property rights generated through Research, Development and Innovation activities, Teixeira Duarte - Engenharia e Construções, S.A. has been granted several patents in Portugal, with an emphasis on the following pioneering systems and methods:
No new invention patents were submitted for registration during the 2021 financial year.
With regard to brands, the Teixeira Duarte Group has a vast number of protected trademarks for exclusive use in several countries. Since 2017, these companies have amassed over 500 trademarks.
For the companies, contributing to the standardisation of sectors of activity constitutes a way of setting them apart from the competition, as it prioritises the development of activities in accordance with national and international standards.
In this context, it should be highlighted that, in 2021, Teixeira e Construções continued participating in work groups of the European Federation of Foundation Contractors (EFFC) and CO2 Foundations – Geotechnical Carbon Calculator aimed at calculating the carbon footpint of geotechnical work, as well as the Technical Working Group (TWG), which is aimed at cooperation and the development of guidelines and standards for the execution of geotechnical works.
Teixeira Duarte - Engenharia e Construções in the standardisation activities of the Portuguese Technical Commission for Standardisation CT156 - Geotechnics in Civil Engineering, chairing the technical body responsible for issuing normative opinions and translating European standards from CEN and ISO in the field of Geotechnical Structures Testing and Execution of Special Geotechnical Works, also integrating the ISO Technical Committee TC182, responsible for the preparation of ISO 22477-2 Geotechnical investigation and testing of geotechnical structures - Part 2: Testing of piles: Static tension load testing and ISO 22477-6 Geotechnical investigation and testing of geotechnical structures - Part 6: Testing of soil nails and rock bolts.
In the sector in which it operates, Teixeira Duarte - Engenharia e Construções also promotes technological innovation and development by carrying out Research, Development and Innovation activities in partnership with institutions from the scientific and technological system and with other similar companies.
Plataforma Tecnológica
Portuguesada Construção

PTPC brings together companies, designers, universities, public entities and other entities of the National Scientific and Technological System (SCTN), with the mission of encouraging reflection on the Construction sector, implementing Research. Development and Innovation initiatives and projects, contributing to boosting their respective competitiveness in the general framework of the economy and promoting cooperation between stakeholders in the Construction and Public works sector, and related sectors.

Established in 2016, the AEC Cluster is managed by PTPC. Its objectives are to act in the economic sector of Architecture, Engineering and Construction and within its effective ranks or value chain, promoting the achievement of high levels of innovation, technological development and competitive capacity, cooperation and networking, and the promotion of the internationalisation of the cluster, specifically through participation in international networks.

In 2020, the PTPC saw its application approved for a Collaborative Laboratory that is intended to provide services, by highly qualified human resources, that promote the development of cooperative or internal business skills. The overall value of the 5-year nonrepayable grant is 3.4 million euros.
The following business skills development areas are eligible, under the scope of this Collaborative Laboratory:
In 2021, Built CoLab had in its portfolio several projects relevant from the sustainability of the sector, such as the "PaqGreen" project, "Towards Green Construction Facility", "Circular Buildings", "Future of Construction", among others.
The Portuguese Structures Engineering Association (PSEA), which is the Portuguese group of the International Association for Bridge & Structural Engineering (IABSE)

Teixeira Duarte - Engenharia e Construções, S.A., through PTPC, participates in this association that aims to develop and promote structural engineering at an international level. It is in charge of the organisation of major international congresses and conferences.
Teixeira Duarte - Engenharia e Construções, S.A. has also established protocols with the following entities in the national scientific and technological system: Faculty of Engineering of Porto (FEUP), Higher Technical Institute (IST), the National Civil Engineering Laboratory (LNEC) and Minho University (UM).
ENCORD - European Network of Construction for Research and Development

Teixeira Duarte - Engenharia e Construções, S.A. was accepted into ENCORD in 2014. ENCORD is the contact association with the European Commission for innovation in construction, and oversees the activity of the ECTP - European Construction Technology Platform. The largest Construction companies in Europe that promote innovation and competitiveness all participate in ENCORD.
Teixeira Duarte - Engenharia e Construções, S.A. is a member of the Strategic Council of ENCORD and participates in the "Foresignt" group, among others.

ECTP is an association similar to PTPC but with more of a European scope. As Chairman of the PTPC. Teixeira Duarte - Engenharia e Construções, S.A. sits on the Steering Committee of the ECTP, in the Vision Group and the Heritage and Regeneration Working Group.
The management of environmental aspects within the Teixeira Duarte Group is directly related to the environmental impacts of the activities of its subsidiaries and to the environmental performance of the buildings and infrastructures they construct and often maintain for their clients, specifically in the Construction and Real estate sector.
In this context, we highlight the obligation to comply with applicable legal requirements associated with the identified environmental aspects, as well as minimental impacts resulting from their activity in the various business areas, in order to guarantee sustained development of the Company's activities.
Within the scope of the Code of Ethics and Conduct, which extends to all entities within its consolidation perimeter and the scope of management, the Group states environmental preservation and friendliness must be essential principles of subsidiaries. These principles must also be transmitted to the indirect recipients of this instrument.
Every year, Teixeira Duarte Group companies promote multiple initiatives aimed at strengthening the awareness of employees about the role of each one in action on the environment June 5, World Environment Day, is a milestone that within the scope of this objective. In 2021, various activities were carried out in various markets seeking, once again, to increase employees' awareness of the importance of preserving natural resources and encouraging them to concentrate efforts around pressing environmental issues.

Teixeira Duarte - Engenharia e Construções, Brazil
EPOS, Portugal

Given the wide range of activities of these companies, as well as the fact that their best known activity - Construction - is subject to strong fluctuations in the impacts it causes, depending on the works in progress (type, quantity and phase) - which limits the annual comparability of data -, the choice of a panel of indicators and an appropriate reporting approach to reflect the performance of Group's various activities is partially impaired.
The cross-company principles of environmental actions taken by empanies, enshrined in the Code of Ethics and Conduct, can be seen in several of these companies, through the adoption of environment systems that allow the effective management of environmental risks and contribute to the objectives of the areas of activity.
ISO 14001 is a world benchmark for environment systems, and several Teixeira Duarte Group companies use it to support their practices with a view to continuously improving their environmental performating specific processes to identify and manage the main environmental risks.
Several companies in the Construction and Facilities Management sector had, in 2021, environmental management systems certified according to the ISO 14001 standard, in different countries:

The contracts developed by EMPA, in Brazil, for the implementation of the Porto Sul Project, located on the north coast of Ilhéus - Bahia, constituted, in 2021, an important case study in the field of environmental responsibility in the Construction sector. EMPA's activities included the implementation of various programmes aimed, among others, at controlling erosion and silting and environmental suppression, with a view to preserving the ecosystems of the areas where the structures are installed.
These environmental programmes determined technical procedures based on the qualitative and quantitative characterisation of the areas, seeking to ensure, for example, the economic use of commercially valuable firewood and wood contained in plant biomass and the targeting of the migration of terrestrial fauna to the remaining forest areas before the implementation of the project, thus reducing the mortality and stress caused by the handling of animals during rescue.
In the remaining realities of the Group companies, the parameterised and safeguarded environmental risks are indexed to the legal aspects and, where applicable, to contractual requirements. From the point of view of operational efficiency, measures and investments are also implemented that are reflected in gains nonergy consumption, material consumption, waste management, among others.
As an example, and with regard to the environmental sustainability of the goods supply chain in the Construction sector, in 2021, the identification of relevant indicators applicable to suppliers of materials continued. Of particular note is the steel bar category for the production of reinforcement, due to the fact that it has more than 80% of the supplies provided by manufacturers that have implemented an environmental management system.
In 2021, Teixeira Duarte — Engenharia e Construções, S.A. maintained its certification in the scope of the production of metal structures according to the EN 1090-1 standard contains the technical requirements for the execution of structures and forms the basis for the CE marking. It should be noted that, in this exercise, the Company achieved Execution Class EXC4, which constitutes the highest level of Factory Production Control Certification under this standard.
In the normal course of their activities, Group companies operating in the construction sector and in supplementary areas are exposed to environmental risks. In this regard, it should be noted that, in order to comply with the scope of liability for environmental damage, resulting from Decree-Law 1472008 and subsequent amendments, the Teixeira Duarte Group companies covered by this legislation chose, in Portugal, to constitute guarantees amounting to €96,812.00 as at 31 December 2021, an amount that remained unchanged from the previous year.
It is therefore considered that the risk of the occurrence of any environmental damage caused by the activities of these companies is duly covered.
With operational efficiency as a focus, particularly within environmentally certified companies, in which efficiency is added to the continuous quest for improved environmente, the Texeira Duarte Group's subsidiary companies have taken action with a view to minimising energy consumption and, consequently, greenhouse gas emissions.
Rationalisation measures have been implemented to reduce the specific consumption per user inside of the companies, specifically in offices and operational centres, including raising awareness among employees of the regulated use of energy and best practices to take into account.
Likewise, increasingly efficient energy solutions are chosen in the real estate activity of the Group companies, aimed at optimising consumption during the project operation phases.
Through its area of "Analysis and Energy Solutions", TDGI offers its clients services that allow the reduction of energy consumption in their facilities, with the consequent reduction of greenhouse gas emissions.
In 2021, the measures proposed to TDGI clients in this area represented a potential energy savings of around 3,000,000 KWhyear, equivalent to a reduction of almost 1,000 tons CCelyer, values that have become increasingly significant along with the evolution of technologies of audit and of energy efficiency solutions available on the market.
Under the scope of environmental management systems, several Teixeira Duarte Group companies assess the environmental impacts resulting from the use of water resources, and strive to reduce consumption and minimise the pollution load discharged into the soil or water.
During the course of construction activities caried out by subsidiary companies can be consumed from various sources - public supply network, groundwater collection, tanks supplied from outside and packaged - and this consumption is subject to significant fluctuations depending on the type, quantity and phase of each project. In construction activities, it is common practice to reuse water for parallel activities such as irrigation/sprinkling dusty surfaces, washing wheels at the exit, and washing cement mixers, among other uses. This theme is widely disseminated in training actions among work teams, with the aim of eliminating the resources available onsite. Even so, the majority of the water onsumed comes from the supply network.
Activities that normally take place along water courses are subject to monitoring of surface water resources for the purpose of identifying any quantitative or qualitative change. At the same time, water intakes and discharges into the soil or water er there is a potential for an environmental impact.
In the development of projects of the Group's real estate companies, the concern is increasingly rooted in the choice of equipment that allows the reduction of water consumption and that provides more efficient consumption throughout their life cycle.

Awarenss action on the preservation of water resurces of World Water Day, in 2021, by Teixeira Duate - Engineering and Construction in Mozambique
The consumption of materials in the construction sector is also directly related to the quantity, size and type of projects that are carried out. Concrete, cement and aggregates stand out among the most-used raw materials in this sector.
Teixeira Duarte - Engenharia e Construções, S.A. runs a Materials Laboratory in Portugal with the aim of providing support for the manufacturing and control of concrete to be used for its projects. Accredited by the Portuguese Quality Institute (PQ) since 1996, and as one of the first laboratories in the country to obtain this accreditation in the field of concrete and aggregates, in 2021 the Materials Laboratory maintained its accreditation under the NP EN ISO/IEC17025 Standard.
In 2021, the Teixeira Duarte Group continued its digital process transformation strategy, consolidating several projects it has implemented in the last two years, and developing new instruments aimed at dematerialising processes and, consequently, reducing the consumption of role in the various fixed and temporary installations of their companies.
Noise during construction activity can be an environmental and social risk during some phases and types of work. The loudest activities carried out close to sensitive receivers are planned such as to minimise their respective impact - whenever possible, noisy activities are planned to be carried out during daytime periods, and not on Saturdays. If this is not all possible, a special noise license is requested to carry them out.
Concern about noise in projects with close sources of high noise is evident in the scope of the real estate activity. In these cases, designs are drawn up to ensure that the lowest amount of noise is transmitted to the interior of the buildings.
Whether in offices, operating facilities or in the supply chain, Teixeira Duarte Group companies work to reduce their ecological footprint by reducing CO2e emissions and inherent to their activities.
In 2021, in Portugal, 95% of the purchases of Teixeira Duarte - Engenharia e Construções, S.A. were made from suppliers in Portugal, reducing their environmental impacts, resulting from shorter distances covered in transport and consequently lower OQe emissions.
As part of the scope of its environmental management certification, Teixeira Duarte - Engenharia e Construções, S.A. collects data on CO2e emissions in Portugal, Brazil and Angola, where it is possible to extrapolate the rest of its operations. Emissions are calculated based on two major sources: business travel in the Company (plane, train and car) and sumption (electricity, gaseous and liquid fuels).
The energy source with the greatest weight in emissions produced by Teixeira Duarte - Engenharia e Construções, S.A. is liquid fossil fuel, used to carry out the projects.
As regards CO2e emissions from travel related to the operation of real estate developments, the Texeira Duarte Group companies are committed to innovative mobility solutions, specifically through the use of networks of partners and dialogue with local authorities.

Action carried out by volunteer employees of Teixeira Duarte – Engineering and Construction for beach cleaning in Luanda, Angola
Waste production is one of the most significant environmental aspects in the Construction sector. The Teixeira Duarte Group companies have run awareness and training campaigns in recent years, with the aim of promoting waste segregation and its consequential recovery. These campaigns are not only targeted at the Group's employees, but also at all stakeholders and waste management participants, specifically subcontractors and suppliers.
When it is not possible to guarantee recycling and/or recovery, the waste is sent to duly authorised and licensed sites within the framework of the situation of each geographic area.
In 2021, Lagoas Park Hotel, a hotel belonging to the Teixeira Duarte Group, located in Oeiras, was once again recognised by the Portuguese Hospitality Association (AHP) with the "We Care" seal, under this unit's adherence to the HOSPES Programme.
The seal "We Care" recognises the implementation of good practices, specifically the collection, treatment and recycling of various types of hotel waste.

In 2021, Teixeira Duarte - Engenharia e Construções continued to participate in the European Federation of Foundation Contractors (EFFC) for providing a tool that calculates CO2 emissions from foundation and geotechnical work: the "CQz Foundations - Geotechnical Carbon Calculator". This is the first standardised tool for calculating CC2 emissions for these types of projects, allowing the comparison of different technical approaches to their respective CO2 emissions. In addition, it can be used throughout the development of a project to compare actual and planned performance.
With the approval of Regulation (EU) 2020/852 on 22 June 2020 - Taxonomy Regulation - companies subject to the obligation to publish a consolidated non-financial statement pursuant to Decree-Law 89/2017 of 28 July, now have to disclose the proportion of turnover, capital expenditures (CapEx) and operationes (OpEx) that derive from environmentally sustainable economic activities. This Regulation seeks to direct investments towards sustainable projects and activities, contributing to the European Green Deal as part of the EU's response to climate and environmental challenges.
For each economic activity considered within the scope of the technical assessment criteria specify the enviromental performance requirements that ensure that the activity contributes substantially to the environmental objective in question and that, at the same time, it does not significantly harm any of the remaining environmental objectives. The technical assessment criteria for two of the six environmental objectives - climate change mitigation to climate change - were published in December 2021, in Annexes I and II of Delegated Regulation (EU) 2021/2139, and are applicable from January 2022. The publication of the technical criteria relating to the other environmental objectives is scheduled for 2022.
The requirement for organisations to disclose the Taxonomy is gradual. During the year of 2022, organisations must first disclose, for the financial year of 2021, the eligibility of the two climate goals. An activity is considered eligible when it is included in the activities listed in the Taxonomy, regardless of its alignment with the technical evaluation to eligibility, the disclosure of this alignment of activities with Taxonomy is required.
In this context, Teixeira Duarte publishes its first exercise within the scope of the reporting requirements defined in Article 8 of the Taxonomy Regulation.
For the eligibility analysis of the Group companies, Teixeira Duarte relied on the Taxonomy Regulation, in particular, on Annexes I and II of Delegated Regulation (EU) 2021/2139. In this context, it is important to note that, due to the dynamic characteristics of the European Taxonomy, the assessment caried out by Teixeira Duarte in future years may be subject to variations, in accordance with the guidelines of the Regulation.
In methodological terms, Teixeira Duarte began the exercise of implementing the Taxonomy with the mapping of the eligible and ineligible economic activities of the companies in its consolidation perimeter. From this mapping, the following eligible activities in the Construction, Concessions and Services and Real Estate sectors were identified:
| Objectives | |||
|---|---|---|---|
| Elegible Activities | Climate Change Mitigation |
Climate Change Adaptation |
|
| 5.2 Renew al of w ater collection, treatment and supply systems | > | ||
| 5.3 Construction, extension and operation of w aste w ater collection and treatment | > | ||
| 6.14 | Infrastructure for rail transport | > | |
| 6.15 Infrastructure enabling road transport and public transport | |||
| 7.1 | Construction of new buildings | ||
| 7.2 | Renovation of existing buildings | > | |
| 7.3 Installation, maintenance and repair of energy efficiency equipment | > | ||
| 7.4 | Installation, maintenance and repair of charging stations for electric vehicles in buildings (and parking spaces attached to buildings) |
> | |
| 7.5 | Installation, maintenance and repair of instruments and devices for measuring, regulation and controlling energy performance of buildings |
> | |
| 7.6 Installation, maintenance and repair of renew able energy technologies | > | ||
| 9.3 Professional services related to energy performance of buildings | > | ||
| 11 | Fducation |
For 2021, the proportion of the Group's eligible economic activities for the Taxonomy, based on the consolidated total of its turnover, capital expenditures and operational expenditures, is as follows:
| Taxonomy | ||||
|---|---|---|---|---|
| Total | elegible activities | Taxonomy | Taxonomy non- | |
| (Thousand | (Thousand | eligible activities | eligible activities | |
| KPI | euros) | euros) | (%) | (%) |
| Turnover | 539 236 | 305 757 | 57% | 43% |
| Capital Expenditures (CapEx) | 65 092 | 48 545 | 75% | 25% |
| Operational Expenditures (OpEx) | 30 714 | 9 776 | 32% | 68% |
For the calculation of the proportion of eligible turnover, Texeira Duarte consolidated revenues related to the eligible activities (numerator). Regarding the denominator of the consolidated turnover was considered, presented in more detail in Note 8 of the Financial Statements.
The CapEx KPI (capital expenditures) is defined as the percentage of the Teixeira Duarte Group companies, in reference to the eligible taxonomic activities. It is important to note that the CapEx eligible for Taxonomy of investments related to the acquisition and ownership of buildings. The denominator includes additions to tangible and investment property during the fiscal year of 2021, before depreciation and possible new valuations, including those resulting from revaluations and impairments, corresponding to the year in question, excluding changes in fair value. Additions to tangible assets, and investment property resulting from business combinations are also included.
The OpEx KPI (operational expenditures) is defined as the Texeira Duarte Group companies, according to the definition mentioned in the Taxonomy, in reference to the eligible taxonomic activities. Of the total operational costs for 2021 (395.1 million euros), the OpEx denominator, as specified in the Regulation, represents 7.8% (30.7 million euros). For the OpEx denominator, all direct costs of the Group related to maintenance and short-term leasing costs were considered, whose accounting accounts at the consolidated level are aligned with the Taxonomy. For the calculation of the numerator, all denominator costs related to the eligible activities were considered.
| Standard Indicator | Response | Location | SDGs |
|---|---|---|---|
| GRI 102 - GENERAL DISCLOSURES: 2016 | |||
| ORGANISATIONAL PROFILE | |||
| 102-1 Name of the organisation. |
Teixeira Duarte, S.A. | ||
| 102-2 Main activities, brands, products and services. |
See Management Report of the Board of Directors. Chapter I.1 "Profile" | Page 12 | |
| 102-3 Location of the organisation's headquarters. |
Lagoas Park, Edificio 2, 2740-265 Porto Salvo. Portugal | ||
| 102-4 Location of operations. | See Management Report of the Board of Directors. Chapter I.1 "Profile" | Page 12 | |
| 102-5 Ownership and legal form. |
Teixeira Duarte, S.A. is a public company, with head office at Lagoas Park, Edifício 2, 2740-265 Porto Salvo, registered at the Commercial Registry Office of Cascais (Oeiras). Teixeira Duarte, S.A. is listed on the Lisbon Stock Exchange (Euronext Lisbon) |
||
| 102-6 Markets served. | See Management Report of the Board of Directors. Chapter I.1 "Profile" | Page 12 | |
| 102-7 Scale of the organisation. |
See Management Report of the Board of Directors. Chapter I.1 "Profile" | Page 12 | 8 |
| 102-8 Information on employees and other workers. |
See Management Report of the Board of Directors. Chapter III. "6.1. Human Resources in 2021" |
Page 37 | ಹ 10 |
| 102-9 Supply chain. | Teixeira Duarte, S.A.'s perimeter includes companies operating in 6 sectors of activity with supply chains that differ significantly |
||
| 102-10 Significant changes to the organisation and its supply chain. |
See Corporate Governance Report, C. "Internal Organisation", III. 53 "Identification and description of the main types of risks (economic, financial and legal) to which the company is exposed in the course of its business" |
Page 164 | |
| 102-11 Precautionary Principle or approach. |
See Corporate Governance Report, C. "Internal Organisation", III. "Internal Control and Risk Management" |
Page 162 | |
| 102-12 External initiatives. | See Management Report of the Board of Directors. Chapter III. "7.3. Investigation, Development and Innovation (IDI)" |
Page 57 | |
| 102-13 Membership of associations. |
See Management Report of the Board of Directors. Chapter III. "7.3. Investigation, Development and Innovation (IDI)" |
Page 57 | |
| STRATEGY AND ANALYSIS | |||
| 102-14 Statement from senior decision-maker. |
See Management Report of the Board of Directors. Chapter 1.2. Message of the Chairman of the Board of Directors |
Page 20 | |
| 102-15 Key impacts, risks, and opportunities. |
See Management Report of the Board of Directors. Chapter 1.4 Risk Management |
Page 22 | |
| ETHICS AND INTEGRITY | |||
| 102-16 Values, principles, standards, and norms of behaviour. |
See Management Report of the Board of Directors. Chapter I. "Profile Chapter 1.1"Mission and Values" and "Code of Ethics and Conduct". Chapter III. "5. Ethics and Conduct" and "7.1. Fighting Corruption and Bribery, Money Laundering and Terrorist Financing" |
Page 18 Pages 36 and 50 |
16 |
| 102-17 Mechanisms for advice and concerns about ethics. |
See Management Report of the Board of Directors. Chapter III "7.1. Fighting Corruption and Bribery, Money Laundering and Terrorist Financing" |
Page 50 | 16 |
| GOVERNANCE |
| Standard Indicator | Response | Location | SDGs | |
|---|---|---|---|---|
| 102-18 Governance structure. |
See Corporate Governance Report, B. "Governing Bodies and Commissions" |
Page 143 | ||
| 102-19 Delegating authority. | See Corporate Governance Report, B. "Governing Bodies and Commissions" |
Page 143 | ||
| 102-20 Executive-level responsibility for economic, environmental, and social topics |
See Corporate Governance Report, B. "Governing Bodies and Commissions" |
Page 143 | ||
| 102-21 Consulting stakeholders on economic, environmental, and social topics. |
See Management Report of the Board of Directors, Chapter III "3. Alignment with Sustainable Development Goals" |
Page 33 | 16 | |
| 102-22 Composition of the highest governance body and its committees |
See Corporate Governance Report, B. "Governing Bodies and Commissions" |
Page 143 | 5 16 |
|
| 102-24 Nominating and selecting the highest governance body. |
See Corporate Governance Report, B. "Governing Bodies and Commissions" |
Page 143 | 16 | |
| 102-24 Nomination and selection of the highest governance body. |
See Corporate Governance Report, B. "Governing Bodies and Commissions" |
Page 143 | 5 16 |
|
| 102-25 Conflicts of interest. | See Corporate Governance Report, E. "Transactions with Related Parties" |
Page 180 | 16 | |
| 102-26 Role of highest governance body in setting purpose, values, and strategy. |
See Corporate Governance Report, B. "Governing Bodies and Commissions" |
Page 143 | ||
| 102-27 Sustainability knowledge of highest governance body. |
See Corporate Governance Report, B. "Governing Bodies and Commissions" |
Page 143 | ||
| 102-28 Evaluating the highest governance body's performance |
See Corporate governance report, D. "Remunerations" | Page 170 | ||
| 102-29 Identifying and managing economic, environmental, and social impacts. |
See Corporate Governance Report, C. "Internal Organisation", III. "Internal Control and Risk Management" |
Page 162 | 16 | |
| 102-30 Effectiveness of risk management processes. |
See Corporate Governance Report, C. "Internal Organisation", III. "Internal Control and Risk Management" |
Page 162 | ||
| 102-31 Review of economic, environmental and social topics. |
See Corporate Governance Report, C. "Internal Organisation", III. "Internal Control and Risk Management" |
Page 162 | ||
| 102-32 Highest governance body's role in sustainability reporting. |
Responsibility for approving the Non-Financial Information Report, included in the Annual Report and Accounts, lies with the General Meeting of Shareholders. |
|||
| 102-33 Communicating critical concerns. |
See Corporate Governance Report, C. "Internal Organisation", III. "Internal Control and Risk Management" |
Page 162 | ||
| 102-34 Nature and communication of critical concerns. |
See Corporate Governance Report, C. "Internal Organisation", III. "Internal Control and Risk Management" |
Page 162 | ||
| 102-35 Remuneration policies. |
See Corporate governance report, D. "Remunerations" | Page 170 |
| Standard Indicator | Response | Location SDGs |
||||
|---|---|---|---|---|---|---|
| 102-36 Processes for determining remuneration. |
See Corporate governance report, D. "Remunerations" | Page 170 | ||||
| 102-37 Stakeholders' involvement in remuneration. |
See Corporate governance report, D. "Remunerations" | Page 170 16 |
||||
| 102-38 Annual total compensation ratio. |
See Corporate governance report, D. "Remunerations" | Page 170 | ||||
| 102-39 Percentage increase in annual total compensation ratio. |
See Corporate governance report, D. "Remunerations" | Page 170 | ||||
| STAKEHOLDER ENGAGEMENT | ||||||
| 102-40 List of stakeholder groups. |
See Management Report of the Board of Directors, Chapter III "2. Communication with the Stakeholders |
Page 33 | ||||
| 102-41 Collective bargaining agreements. |
See Management Report of the Board of Directors, Chapter III "6.1. Human Resources in 2021", "Compliance with International Labour Organisation (ILO) Conventions" |
Page 40 8 10 |
||||
| Percentage of unionised employees by activity sector, as at 31 December 2021 |
||||||
| 40% | ||||||
| 21% 40% |
13% | |||||
| 19% 8% |
26% 11% |
|||||
| Area Construção Concessões Imobiliária Hotelana Distribuição Automóvel Corporativa e Serviços |
||||||
| Homens = Mulheres | ||||||
| Annual evolution of unionised employees by market (%): 62% |
||||||
| 48% | ||||||
| 43% 36% |
||||||
| 33% 27% |
19% | |||||
| 19% 16% -16% |
19% 7% |
|||||
| 1%1%1% | ||||||
| Argélia Angola Brasil Espanha Moçambique Outros Portugal |
Global Mercados |
|||||
| =2019 =2020 =2021 | ||||||
| 102-42 Identifying and selecting stakeholders. |
See Management Report of the Board of Directors, Chapter III "2. Communication with the Stakeholders |
Page 2 | ||||
| 102-43 Approach to stakeholder engagement. |
See Management Report of the Board of Directors, Chapter III "2. Communication with the Stakeholders |
Page 2 | ||||
| 102-44 Key topics and concerns raised. |
Due to the diversity of stakeholders within the various sectors of activity, the respective stakeholder topics and concerns and addressed in the Management Report of the Board of Directors. Chapter IV. "Activity by Sectors in 2021" |
Page 92 |
| Standard Indicator | Response | Location | SDGs | |
|---|---|---|---|---|
| REPORTING PRACTICE | ||||
| 102-45 Entities included in the consolidated financial statements. |
See Notes Attached to the Consolidated Financial Statements as at 31 December 2021, 4 - "Companies Included in the Consolidation Perimeter" |
Page 247 | ||
| 102-46 Defining report content and topic boundaries. |
See "Introduction", Management Report of the Board of Directors. Chapter 1.1 "Profile" and Chapter III "3. Alignment with Sustainable Development Goals" |
Pages 12 and 33 |
||
| 102-47 List of material topics. |
See Management Report of the Board of Directors, Chapter III "3. Alignment with Sustainable Development Goals" |
Page 33 | ||
| 102-48 Restatements of information. |
See "Introduction" | Page 9 | ||
| 102-49 Changes in reporting. | See "Introduction" | Page 9 | ||
| 102-50 Reporting period. | From 1 January 2021 to 31 December 2021 | |||
| 102-51 Date of most recent report. |
April 2021 | |||
| 102-52 Reporting cycle. | Annual | |||
| 102-53 Contact point for questions regarding the report. |
[email protected] | |||
| 102-54 Claims of reporting in accordance with the GRI Standards. |
See Management Report of the Board of Directors, Chapter III "Introduction" |
Page 32 | ||
| 102-55 GRI content index. | This table | |||
| 102-56 External assurance. | "See Introduction" and Reports, Opinions and Certifications of the Supervisory Bodies 2021 |
Pages 9 and 296 |
||
| GRI 200 - ECONOMIC DISCLOSURES | ||||
| SOCIO-ECONOMIC PERFORMANCE | ||||
| 103-1 Explanation of the | Since this is not a material tonic the Teixeira Duarte Group requiraly |
100 - Explanation of material topic and its
boundary. monitors and assesses part of the indicators associated with this topic 201-3 Defined benefit plan See Corporate governance report, D. "Remunerations" Page 170 obligations and other retirement plans.
| 103-1 Explanation of the material topic and its boundary. |
The Teixeira Duarte Group considers investment in communities as a material topic, specifically through the creation of local jobs, promotion of entrepreneurship, education and health, monitoring indicators associated with the impact of initiatives and projects developed in this area |
||
|---|---|---|---|
| 203-2 Significant indirect economic impacts. |
See Management Report of the Board of Directors, Chapter III "6.4. Qualification for the Expression of Talent: Development and Training" and "7.2. Relations with people and organisations affected by the activities of Group companies" |
Pages 44 and 51 |
3 8 ব 10 |
| ANTI-CORRUPTION | |||
| 103-1 Explanation of the material topic and its boundary. |
The Teixeira Duarte Group considers the prevention and fight against corruption to be a material topic, having control mechanisms and procedures that emanate from its Code of Ethics and Conduct, the application of which is mandatory for all administrators, workers and other representatives |
||
| 205-2 Communication and training about anti-corruption policies and procedures. |
See Management Report of the Board of Directors. Chapter I. "Profile Chapter 1.1 "Mission and Values" and "Code of Ethics and Conduct". Chapter III. "5. Ethics and Conduct" and "7.1. Fighting Corruption and Bribery, Money Laundering and Terrorist Financing" |
Page 18 Pages 36 and 50 |
16 |
| 103-1 Explanation of the material topic and its boundary. |
Given the wide range of activities of the subsidiary companies, as well as the fact that their best known activity - construction - is subject to strong fluctuations in the impacts it causes, depending on the works in progress (type, quantity and phase) - which limits the annual comparability of data -, the choice of a panel of indicators and an appropriate reporting approach to reflect the performance of Group's various activities is partially impaired |
Page 63 | |
|---|---|---|---|
| 103-2 The management approach and its components. |
Emphasis should be placed on compliance with all applicable legal requirements and other requirements associated with identified environmental aspects, as well as on the obligation to minimise the environmental impacts resulting from the activities of the different business areas, to ensure that the Company's activities can be developed in a sustainable manner. The main companies in the Construction and Facilities Management (Concessions and Services sector) had, in 2021, environmental management systems certified according to the ISO 14001 standard, in Portugal, Angola and Brazil |
Page 64 | |
| 301-1 Materials used by weight or volume. |
See Management Report of the Board of Directors. Chapter III. "8.5. Consumption of Materials" |
Page 66 | 8 12 |
| ENERGY | |||
| 103-1 Explanation of the material topic and its boundary. |
Given the wide range of activities of the subsidiary companies, as well as the fact that their best known activity - construction - is subject to strong fluctuations in the impacts it causes, depending on the works in progress (type, quantity and phase) - which limits the annual comparability of data -, the choice of a panel of indicators and an appropriate reporting approach to reflect the performance of Group's various activities is partially impaired |
Page 63 | |
| 103-2 The management approach and its components. |
Emphasis should be placed on compliance with all applicable legal requirements and other requirements associated with identified environmental aspects, as well as on the obligation to minimise the environmental impacts resulting from the activities of the different business areas, to ensure that the Company's activities can be developed in a sustainable manner. The main companies in the Construction and Facilities Management (Concessions and Services sector) had, in 2021, environmental management systems certified according to the ISO 14001 standard, in Portugal, Angola and Brazil |
Page 64 |
| 302-4 Reduction of energy consumption. |
See Management Report of the Board of Directors. Chapter III. "8.3. Energy" |
Page 65 | 8 12 |
|---|---|---|---|
| BIODIVERSITY | |||
| 103-1 Explanation of the material topic and its boundary. |
Given the wide range of activities of the subsidiary companies, as well as the fact that their best known activity - construction - is subject to strong fluctuations in the impacts it causes, depending on the works in progress (type, quantity and phase) - which limits the annual comparability of data -, the choice of a panel of indicators and an appropriate reporting approach to reflect the performance of Group's various activities is partially impaired |
Page 63 | |
| 103-2 The management approach and its components. |
Emphasis should be placed on compliance with all applicable legal requirements and other requirements associated with identified environmental aspects, as well as on the obligation to minimise the environmental impacts resulting from the activities of the different business areas, to ensure that the Company's activities can be developed in a sustainable manner. The main companies in the Construction and Facilities Management (Concessions and Services sector) had, in 2021, environmental management systems certified according to the ISO 14001 standard, in Portugal, Angola and Brazil |
Page 64 | |
| 304-1 Operational sites owned, leased, managed in, or adjacent to, protected areas and areas of high biodiversity value outside protected areas. |
The Teixeira Duarte Group's infrastructures meet all environmental legal requirements, and its vast majority its located in urban settings |
0 14 15 |
|
| EMISSIONS | |||
| 103-1 Explanation of the material topic and its boundary. |
Given the wide range of activities of these companies, as well as the fact that their best known activity - construction - is subject to strong fluctuations in the impacts it causes, depending on the works in progress (type, quantity and phase) - which limits the annual comparability of data -, the choice of a panel of indicators and an appropriate reporting approach to reflect the performance of Group's various activities is partially impaired |
Page 63 | |
| 103-2 The management approach and its components. |
Emphasis should be placed on compliance with all applicable legal requirements and other requirements associated with identified environmental aspects, as well as on the obligation to minimise the environmental impacts resulting from the activities of the different business areas, to ensure that the Company's activities can be developed in a sustainable manner. The main companies in the Construction and Facilities Management (Concessions and Services sector) had, in 2021, environmental management systems certified according to the ISO 14001 standard, in Portugal, Angola and Brazil |
Page 64 | |
| GHG emissions. | 305-3 Other indirect (Scope 3) See Management Report of the Board of Directors. Chapter III. "8.7. Emissions" |
Page 66 | 3 12 13 14 15 |
| WASTE AND EFFLUENTS | |||
| 103-1 Explanation of the material topic and its boundary. |
Given the wide range of activities of the subsidiary companies, as well as the fact that their best known activity - construction - is subject to strong fluctuations in the impacts it causes, depending on the works in progress (type, quantity and phase) - which limits the annual comparability of data -, the choice of a panel of indicators and an appropriate reporting approach to reflect the performance of Group's various activities is partially impaired |
Page 63 | |
| 103-2 The management approach and its components. |
Emphasis should be placed on compliance with all applicable legal requirements and other requirements associated with identified environmental aspects, as well as on the obligation to minimise the environmental impacts resulting from the activities of the different business areas, to ensure that the Company's activities can be |
Page 64 |
GRI
GRI
| developed in a sustainable manner. The main companies in the Construction and Facilities Management (Concessions and Services sector) had, in 2021, environmental management systems certified according to the ISO 14001 standard, in Portugal, Angola and Brazil |
|||
|---|---|---|---|
| 306-3 Significant spills. | In 2021, there were no records of spills with significant environmental impacts |
3 6 12 14 15 |
|
| ENVIRONMENTAL COMPLIANCE |
|||
| 103-1 Explanation of the material topic and its boundary. |
Given the wide range of activities of the subsidiary companies, as well as the fact that their best known activity - construction - is subject to strong fluctuations in the impacts it causes, depending on the works in progress (type, quantity and phase) - which limits the annual comparability of data -, the choice of a panel of indicators and an appropriate reporting approach to reflect the performance of Group's various activities is partially impaired |
Page 63 | |
| 103-2 The management approach and its components. |
In order to meet legal obligations in the area of liability for environmental damage, arising trom Directive 2004/35/EC, amended by Directive 2006/21/EC, the Teixeira Duarte Group companies in Portugal covered by this legislation opted to constitute financial guarantees amounting to the total value of 98,812.00 euros as at 31 December 2021 |
Page 65 | |
| 307-1 Non-compliance with environmental laws and regulations. |
According to the information available as at 31 December 2021, an environmental fine was registered. |
16 | |
| 308 - SUPPLIER ENVIRONMENTAL ASSESSMENT | |||
| SUPPLIER ENVIRONMENTAL ASSESSMENT | |||
| 103-1 Explanation of the material topic and its boundary. |
See Management Report of the Board of Directors. Chapter III. "7.2. Relations with people and organisations affected by the activities of Group companies", b) Partners, suppliers and subcontractors" and "8.1 Environmental Management Systems" |
Pages 51 and 64 |
|
| 103-2 The management approach and its components. |
See Management Report of the Board of Directors. Chapter III. "7.2. Relations with people and organisations affected by the activities of Group companies", b) Partners, suppliers and subcontractors" and "8.1 Environmental Management Systems" |
Pages 51 and 64 |
|
| 308-1 New suppliers that were screened using environmental criteria. |
See Management Report of the Board of Directors. Chapter III. "7.2. Relations with people and organisations affected by the activities of Group companies", b) Partners, suppliers and subcontractors" and "8.1 Environmental Management Systems" |
Pages 51 and 64 |
12 16 |
| 400 - SOCIAL DISCLOSURES | |||
| EMPLOYMENT | |||
| 103-1 Explanation of the material topic and its boundary. |
The welfare of employees, including the promotion of good hygiene, health and safety conditions, as well as the development of skills and retention of talent, are extremely important to the management of human resources of Teixeira Duarte Group companies, and are duly |
||
| rooted in a culture of dignified treatment and respect for human and labour rights. |

Evolution of the number of employees as at 31 December by market:


103-2 The management approach and its components.
See Management Report of the Board of Directors. Chapter III. "6.1. Page 37 Human Resources in 2021"
Page 37
401-3 Parental Leave.
See Management Report of the Board of Directors. Chapter III. "6.1. Human Resources in 2021"
5 8
Number of employees who took parental leave (2021 coverage = 96%)
| Area | Concessões | Total | Total | Total | ||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Corporativa | Construção | e Serviços | Imobilária | Hotelaria | Distribuição | Automóvel | 2021 | 2020 | 2019 | |
| Portugal | 7 | 30 | 25 | 6 | 5 | 2 | 75 | 88 | 57 | |
| Homens | 5 | 29 | 21 | 4 | 3 | 1 | 63 | 75 | 48 | |
| Mulheres | 2 | 1 | 4 | 2 | 2 | 1 | 12 | 13 | 9 | |
| Angola | 5 | 2 | 10 | 1 | 23 | 54 | 5 | 100 | 109 | 130 |
| Homens | 1 | 1 | 2 | 9 | 4 | |||||
| Mulheres | 4 | 1 | 10 | 1 | 23 | 54 | 5 | ರಿಕ | 100 | 126 |
| Argélia | 5 | 9 | 14 | 10 | 28 | |||||
| Homens | 2 | 2 | 0 | 26 | ||||||
| Mulheres | 3 | 9 | 12 | 10 | 2 | |||||
| Brasil | 1 | 18 | 2 | 2 | 23 | 15 | 11 | |||
| Homens | 6 | 1 | 7 | 8 | 4 | |||||
| Mulheres | 1 | 12 | 2 | 1 | 16 | 7 | 7 | |||
| Espanha | 7 | 4 | 11 | 8 | 7 | |||||
| Homens | 6 | 3 | 9 | 5 | 7 | |||||
| Mulheres | 1 | 1 | 2 | 3 | ||||||
| Moçambique | 3 | 1 | 2 | ნ | 10 | 7 | ||||
| Homens | 2 | 2 | 3 | 1 | ||||||
| Mulheres | 1 | 1 | 2 | 4 | 7 | රි | ||||
| Outros Mercados | 0 | 0 | 0 | 0 | 0 | 0 | n/d | 12 | 7 | |
| Homens | n/d | 6 | 4 | |||||||
| Mulheres | n/d | 6 | 3 | |||||||
| Total | 18 | 69 | 42 | 9 | 30 | 56 | 5 | 229 | 252 | 247 |
| Homens | 8 | 44 | 24 | 5 | 3 | 1 | 0 | 85 | 106 | 04 |
| Mulheres | 10 | 25 | 18 | 4 | 27 | રક | 5 | 144 | 146 | 153 |
3% 2% colaboradores colaboradores 3% colaboradores 146 153 144 106 94 85 2019 2020 2021 Homens ■Mulheres
Evolution of the number of employees taking parental leave in the Group's companies as a whole:
103-1 Explanation of the The welfare of employees, including the promotion of good hygiene. health and safety conditions, as well as the development of skills and material topic and its boundary. retention of talent, are extremely important to the management of human resources of Teixeira Duarte Group companies, and are duly rooted in a culture of dignified treatment and respect for human and labour rights 403-1 Occupational health The main subsidiary companies, particularly those operating in the areas Page 40 and safety manaqement of Construction and Facilities Management, have occupational health and safety management systems in place under the ISO 45001 and svstem OHSAS 18001 standards 403-3 Occupational health See Management Report of the Board of Directors. Chapter III. "6.3. Page 40 3 8 services Health and safety protection and promotion" Main activities of the Occupational Health Services of the Group companies as at 31 December 2021 (Coverage = 96%): Exames com-Consultas médicas Consultas Consultas plementares Medicina do Enfermaqem Medicina de Curativa do Trabalho diagnóstic o Trabalho 1 310 1 774 277 7 495 Portugal 904 Angola 1 626 1 424 1 626 0 0 Argélia 101 0 Brasil 5 106 20 500 87 Espanha Moçambique 633 210 423 2 211 Total 2021 8 863 3 621 1 391 31 832 Total 2020 7247 2852 1 237 25 496 Coverage rate of medical examinations performed on Group company employees (Coverage= 96%) Conc essões
| Corporativa | Construção | e Serviços | Imobilária | Hotelaria | Distribuição | Automovel | 2021 | 2020 | A Comment 201 |
|
|---|---|---|---|---|---|---|---|---|---|---|
| Portugal | 90% | 94% | 91% | 90% | 97% | 93% | 63% | 93% | 95% | 100% |
| Anqola | 88% | 79% | 74% | 75% | 88% | 79% | 91% | 82% | 90% | 96% |
| Argelia | 59% | 46% | 57% | 61% | 70% | |||||
| Brasi | 100% | 98% | 87% | 100% | 97% | 86% | 97% | |||
| Espanha | 96% | 24% | 57% | 44% | 329 | |||||
| Mocambique | 81% | 65% | 34% | 0% | 100% | 67% | 67% | 100% |
403-4 Worker participation, consultation, and communication on occupational health and safety
Under the ISO 800 standard, Teixeira Duarte - Engenharia e Construções has a committee of workers' representatives that ensures worker consultation and communication on social performance matters

| 403-5 Worker training on occupational health and safetv |
See Management Report of the Board of Directors. Chapter III. "6.3. Health and safety protection and promotion" |
Page 40 | 3 8 |
|---|---|---|---|
| 403-6 Employee health promotion |
See Management Report of the Board of Directors. Chapter III. "6.3. Health and safety protection and promotion" |
Page 40 | 3 8 |
| 403-8 Workers covered by an occupational health and safety management system |
Employees covered by occupational health and safety management systems (ISO 45001 and OHSAS 18001 standards) at 31 December 2021 represented 38% of the total number of employees of the Group's subsidiaries: Portugal: 1,895 employees Brazil: 1,248 employees Mozambique: 319 employees |
3 8 |
|
| 403-9 Work-related injuries | See Management Report of the Board of Directors, Chapter III "6.3. Health and Safety Protection and Promotion" Evolution of Work-related injuries as at 31 December by activity sector - number of work-related injuries: 89 83 ર્દેર |
Page 40 | 3 8 16 |

39
33 34
44
35
18 17
26
Evolution of Work-related injuries as at 31 December by activity sector — frequency index:

Evolution of Work-related injuries at 31 December by activity sector – severity index:

Classification of Work-related injuries indexes according to the World Health Organisation:
| Indice de | Indice de | |
|---|---|---|
| Classificação | Frequência | Frequência |
| Muito bom | <20 | <500 |
| Bom | 20 a 40 | 500 a 1 000 |
| Médio | 40 a 60 | 1 000 a 2 000 |
| Mau | 60 a 100 | >2 000 |
| Fonte: OMS, referido em DSHS 2012 |
103-1 Explanation of the material topic and its boundary.
See Management Report of the Board of Directors. Chapter III. "6.4. Qualification for the Expression of Talent: Development and Training"
Page 44
404-1 Average hours of training per year per employee.
Evolution of the average number of training hours per employee per year, by market and in the Group as a whole (Coverage = 96%):


Number of trainees covered by qualification activities by market and by area of expertise (Coverage = 96%):
| Area | Concessions | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Mercados | Corporativa | Constructão | e Serviços | Imobillária | Hotelaria | Distribuit, So | Automovel | Total 2021 | Total 2020 | Total 2019 |
| Portugal | 799 | 8198 | 731 | 28 | 200 | 35 | 6 | 9 997 | 4822 | 8 985 |
| Homens | 397 | 7 883 | 549 | 23 | 55 | 22 | 6 | 8 935 | 4 132 | 8 146 |
| Mulheres | 402 | 315 | 182 | 5 | 145 | 13 | 1 062 | 690 | 830 | |
| Angola | 592 | 3597 | 3215 | 75 | 6667 | 6293 | 853 | 21 292 | 17 481 | 30 006 |
| Homens | 440 | 3 404 | 2820 | 35 | 4 409 | 3 745 | 671 | 15 524 | 12 142 | 21 721 |
| Mulheres | 152 | 193 | 395 | 40 | 2 258 | 2 548 | 182 | 5 768 | 5 339 | 8 285 |
| Argélia | 822 | 822 | 131 | 2 062 | ||||||
| Homens | 822 | 822 | 128 | 2 020 | ||||||
| Mulheres | 0 | 3 | 42 | |||||||
| Brasil | 680 | 19740 | 1971 | 502 | 22 893 | 14 615 | 11 351 | |||
| Homens | 237 | 17 836 | 1 550 | 248 | 19 871 | 12 363 | 9 804 | |||
| Mulheres | 443 | 1 904 | 421 | 254 | 3 022 | 2 252 | 1 547 | |||
| Espanha | 1228 | 1 228 | 407 | 789 | ||||||
| Homens | 1 222 | 1 222 | 407 | 669 | ||||||
| Mulheres | 6 | 6 | 0 | 120 | ||||||
| Moçambique | 24 | 226 | 2510 | 2 759 | 1 841 | 2 140 | ||||
| Homens | 8 | 165 | 1 548 | 1 721 | 1 322 | 1 581 | ||||
| Mulheres | 16 | 60 | 962 | 1 038 | 519 | 550 | ||||
| Total | 2 095 | 33 810 | 5917 | 605 | 9 377 | 6 328 | 8 60 | 58 991 | 39 297 | 56 333 |
| Homens | 1 082 | 31 332 | 4 919 | 306 | 6 012 | 3 767 | 677 | 48 095 | 30 494 | 43 941 |
| Mulheres | 1 013 | 2 478 | 998 | 200 | 3 365 | 2 561 | 182 | 10 896 | 8 803 | 11 392 |
Number of hours of training volume by market and by area of activity (Coverage = 96%):
| Ama | Concessions | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Merc. ados | Corporativ a | Construção | e Serviços | mobiliaria | Hotelaria | Distribuir, ão | Automóvel | Trai 2021 | Total 2020 | Total 2019 |
| Portugal | 40 572 | 21 414 | 31 853 | |||||||
| Homens | 1073 | 32695 | 1 629 | 277 | 121 | 88 | 13 | 35 896 | 18 898 | 27 672 |
| Mulheres | 1 232 | 1726 | 392 | 34 | 1 003 | 289 | 4676 | 2516 | 4 181 | |
| Angola | 76 376 | 73 216 | 106 360 | |||||||
| Homens | 1 037 | 4 992 | 2 632 | 65 | 9 710 | 27 366 | 6 693 | 52 495 | 47 230 | 70 342 |
| Mulheres | 176 | 334 | 861 | 81 | 4 890 | 15 203 | 2 336 | 23 881 | 25 986 | 36 018 |
| Argelia | 1 300 | 113 | 1 887 | |||||||
| Homens | 1 300 | 1 300 | 110 | 1 815 | ||||||
| Mulheres | 0 | 3 | 72 | |||||||
| Brasil | 90 367 | 45 930 | 33 786 | |||||||
| Homens | 683 | 77 515 | 5 734 | 315 | 84 247 | 41 512 | 31 054 | |||
| Mulheres | 1 859 | 2 837 | 1 109 | 315 | 6 120 | 4 418 | 2 732 | |||
| Espanha | 2387 | 1 090 | 3 936 | |||||||
| Homens | 2 360 | 2 360 | 1 090 | 2 962 | ||||||
| Mulheres | 27 | 27 | 0 | 974 | ||||||
| Mocambique | 11 204 | 8 903 | 17 781 | |||||||
| Homens | 75 | 943 | 6 149 | 7 167 | 6629 | 13 448 | ||||
| Mulheres | 51 | 515 | 3 471 | 4 037 | 2274 | 4 333 | ||||
| Total | 6 185 | 125 244 | 12 357 | 1 087 | 25 344 | 42 946 | 9 042 | 222 205 | 150 665 | 195 603 |
| Homens | 2 868 | 119 805 | g gos | 657 | 15 980 | 27 454 | 6 706 | 183 464 | 115 469 | 147 293 |
| Mulheres | 3318 | 5 439 | 2 362 | 430 | 9 364 | 15 492 | 2 336 | 38 741 | 35 196 | 48 310 |
404-2 Programmes for transition assistance programmes.
See Management Report of the Board of Directors. Chapter III. "6.4. upgrading employee skills and Qualification for the Expression of Talent: Development and Training"
5 10
103-1 Explanation of the material topic and its boundary.
See Management Report of the Board of Directors. Chapter III. "6.1. Human Resources in 2021"
Page 37
Page 44
405-1 Diversity of governance bodies and employees.
See Management Report of the Board of Directors. Chapter III. "6.1. Human Resources in 2021" and Corporate Governance Report, B. Governing Bodies and Commissions"
Pages 37 and 143
ട് 8
Employees by gender, by area of activity at 31 December 2021:

Homens = Mulheres
Evolution of the percentage of Men and Women in the Senior Management of the Teixeira Duarte Group:

Number of nationalities of the employees by market as at 31 December 2021:

Annual evolution of the percentage of employees by age group by area of activity:
| Area | Concessoes e | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Corporativa Construção Senços Incolidara Distribução Automóvel Total 2021 Total 2019 | ||||||||||
| Até 30 anos | 15% | 17% | 18% | 25% 25% 18% - 18% | 35% -------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 22% 20% 20% 20% | 22% | |||
| 30 a 50 anos | 64% | 63% | 65% | 65% | 69% 7 | 60% | 68% | 64% | 65% / | 63% |
| Mais de 50 Anos | 17% | 10% 13% | 5% 5% - 1 - 5% - | 10% 16% 15% | 15% |
Average age of employees by area of activity as at 31 December 2021:

Percentage of employees by contract type and gender:
| Total 2021 | Total 2020 | Total 2019 | |
|---|---|---|---|
| Sem termo | 68% | 62% | 56% |
| Homens | 69% | 62% | 56% |
| Mulheres | 62% | 60% | 52% |
| Com termo | 32% | 38% | 44% |
| Homens | 31% | 38% | 44% |
| Mulheres | 38% | 40% | 48% |
| Total | 9 093 | ਰੇ ਦੌਰੇਰੇ | 10 763 |
Percentage of employees by contractual status and area of activity as at 31 December 2021:

Average seniority of employees by area of activity as at 31 December 2021:


Employees per professional group in the Group as at 31 December 2021:


| NON-DISCRIMINATION | |||||
|---|---|---|---|---|---|
| 103-1 Explanation of the material topic and its |
See Code of Ethics and Conduct at www.teixeiraduarte.com. | ||||
| boundary. | See the Equality Plan at www.teixeiraduarte.com | ||||
| 406-1 Incidents of discrimination and corrective actions taken. |
There were no cases of discrimination to report | 5 | 8 | ||
| FREEDOM OF ASSOCIATION AND COLLECTIVE BARGAINING | |||||
| 103-1 Explanation of the material topic and its boundary. |
The promotion of the fundamental conventions of the International Labour Organisation (ILO) and human rights, is enshrined in the Code of Ethics and Conduct of Teixeira Duarte, S.A., which extends to all the entities that form part of its consolidation perimeter |
||||
| 407-1 Operations and suppliers in which the right to freedom of association and collective bargaining may be at risk. |
No operations and suppliers were identified in this situation | 8 | 16 | ||
| CHILD LABOUR | |||||
| 103-1 Explanation of the material topic and its boundary. |
See Code of Ethics and Conduct at www.teixeiraduarte.com | ||||
| 408-1 Operations and suppliers at significant risk for incidents of child labour. |
No operations and suppliers were identified in this situation | 8 | 16 |
| 103-1 Explanation of the | See Code of Ethics and Conduct at www.teixeiraduarte.com | ||
|---|---|---|---|
| material topic and its boundary. |
|||
| 409-1 Operations and suppliers at significant risk for incidents of forced or compulsory labour. |
No operations and suppliers were identified in this situation | 8 | |
| SECURITY PRACTICES | |||
| 103-1 Explanation of the material topic and its boundary. |
See Code of Ethics and Conduct at www.teixeiraduarte.com | ||
| 410-1 Security personnel trained in human rights policies or procedures that are relevant to operations. |
Subsidiary companies carry out training activities on this topic under the scope of the Code of Ethics and Conduct and the applicable labour legislation |
||
| RIGHTS OF INDIGENOUS PEOPLE | |||
| 103-1 Explanation of the material topic and its boundary. |
See Code of Ethics and Conduct at www.teixeiraduarte.com | ||
| 411-1 Incidents of violations involving rights of indigenous and traditional people and measures taken in this regard. |
No cases were identified | ||
| ASSESSMENT OF HUMAN RIGHTS | |||
| 103-1 Explanation of the material topic and its boundary. |
See Code of Ethics and Conduct at www.teixeiraduarte.com | ||
| 412-2 Training in human rights procedures or policies. |
Subsidiary companies carry out training activities on this topic under the scope of the Code of Ethics and Conduct and the applicable labour legislation |
||
| LOCAL COMMUNITIES | |||
| 103-1 Explanation of the material topic and its boundary. |
The activities of the Teixeira Duarte Group's subsidiaries, regardless of the sector in which they are active, have an impact on the socio- economic development of the places where they operate. In order to enhance its positive impacts and, on the other hand, to mitigate the negative ones, the Group promotes a culture of ethics and quality among its subsidiaries, of commitment to local hiring and the development of local subcontractors and suppliers, and of strengthening their technological capabilities and social responsibility, particularly in developing countries, which contributes to the sustainable development of communities |
||
| 413-1 Operations with local community engagement, impact assessments, and development programmes. |
All operations have implemented and maintain one or more local community engagement programmes. Impacts described in the presentation of each programme. See Management Report of the Board of Directors, Chapter III .: "Todos Damos" Programme, "Fazer Pescar" Programme, "Fazenda Maxi" Programme, "MaxiSaúde" Programme, "Raízes" Programme, "Dar "Dar Programme and at |
1 3 8 |
| 103-1 Explanation of the material topic and its boundary. |
Teixeira Duarte encourages its business partners to adopt a compliance system compatible with their activities, with the objective of promoting and maintaining an ethical business environment. In Portugal, Teixeira Duarte - Engenharia e Construções, in compliance with Standard SA 8000, promotes respect for labour rights and safe and healthy working environments for all workers, and among suppliers and contractors, by demanding compliance with social responsibility requirements |
|
|---|---|---|
| 414-2 Actual and potential significant negative social impacts on labour practices in the supply chain and measures taken. |
Based on the geographic area in which the supplier operates, the type of activity it carries out and the Company's ability to influence it, the potential social risk of suppliers is assessed in relation to the expected risk, and the cases of greatest risk are monitored. In 2021, Teixeira Duarte - Engenharia e Construções carried out 10 supplier monitoring actions in Portugal |
5 |
| CUSTOMER PRIVACY | ||
| 103-1 Explanation of the material topic and its boundary. |
The Teixeira Duarte Group's subsidiary companies implemented Data Protection Management Systems in 2018 with a view to compliance with the provisions of the General Data Protection Regulation (GDPR). These systems are periodically audited |
|
| 418-1 Substantiated complaints concerning breaches of customer privacy and losses of customer data. |
No complaints were registered | |
| SOCIOECONOMIC COMPLIANCE | ||
| 103-1 Explanation of the material topic and its boundary. |
The activities of Teixeira Duarte Group companies are based on their Mission and are in line with the UN Human Rights Declarations, the Guiding Principles of the Organisation for Economic Cooperation and Development (OECD), the International Labour Organisation (ILO), national and international legislation and the 10 Principles of the United Nations Global Compact in the fields of Human Rights, Labour Practices, the Environment and Anti-Corruption |
|
| 419-1 Non-compliance with laws and regulations in the social and economic area. |
No non-compliances were recorded |
| Theme | Information to be provided | Response | Location | |
|---|---|---|---|---|
| PART I - INFORMATION ON ADOPTED POLICIES | ||||
| A. | Introduction | Description of the Company's general policy on 1. sustainability issues, indicating any changes to the previously approved policy. |
See Management Report of the Board of Directors, Chapter II "1. Sustainability in the Teixeira Duarte Group" |
Page 32 |
| 2. Description of the methodology and the reasons for its adoption in the reporting of non-financial information, as well as any changes made in relation to previous years and the reasons for them. |
See Management Report of the Board of Directors, Chapter III "Introduction" and "3. Alignment with Sustainable Development Goals" |
Pages 32 and 33 |
||
| B. | Business Model |
General description of the Company's/Group's business model and form of organisation, indicating the main business areas and markets in which it operates (if possible using organisational charts, graphs or functional tables). |
See Management Report of the Board of Directors, Chapter 1.1 "Profile" |
Page 12 |
| C. | Main Risk Factors |
1. Identification of the main risks associated with the topics being reported and arising from the Company's activities, products, services or business relationships, including, where appropriate and whenever possible, the supply and subcontracting chains. |
See Management Report of the Board of Directors. Chapter 1.4 "Risk Management". |
Page 22 |
| 2. Indication of how these risks are identified and managed by the Company. |
See Corporate Governance Report, C. "Internal Organisation", III. "Internal Control and Risk Management," No. 54 "Description of the process for identifying, assessing, monitoring, controlling, and managing risks." |
Page 167 | ||
| 3. Explanation of the internal functional division of competencies, including governing bodies, commissions, committees or departments responsible for risk identification and management/monitoring. |
See Corporate Governance Report, C. "Internal Organisation", III. "Internal Control and Risk Management", No. 51 "Explanation, including the use of an organisational chart, of the hierarchical and/or functional dependency relations with other company bodies or committees. |
Page 163 | ||
| 4. Express statement of the new risks identified by the Company in relation to reports from previous years, as well as the risks that are no longer reported. |
See Management Report of the Board of Directors. Chapter 1.4 "Risk Management". |
Page 22 | ||
| 5. Indication and brief description of the main opportunities that are identified by the Company in the context of the topics in the report. |
See Management Report of the Board of Directors. Chapter IV. "Activity by Sectors in 2021". |
Page 92 | ||
| D. | Implemented Policies |
Description of the Company's policies: i. environmental, ii. social and fiscal, iii. concerning employees, gender equality and non-discrimination, iv. concerning human rights and v. concerning the fight against corruption and attempted bribery, including due diligence policies, as well as the results of their implementation, including related non-financial key performance indicators, and their comparison with the previous year. |
||
| Environmental Policies |
1. Description of the company's strategic objectives and See Management Report of the Board of the main actions to be taken to achieve them. |
Directors, Chapter III "8. Environmental Management |
Page 63 | |
| 2. Description of the main defined performance indicators. | See Management Report of the Board of Directors, Chapter III "8. Environmental Management |
Page 63 |
| Theme | Information to be provided | Response | Location | |
|---|---|---|---|---|
| 3. Indication, in relation to the previous year, of the extent to which these objectives are achieved, at least by reference to: |
||||
| i. | Sustainable use of resources: consumption of water, other raw materials and energy; indication of measures taken to improve the efficiency of the use of these resources; indication of measures taken to promote energy efficiency and the use of renewable energy. |
Partially answered in the Management Report of the Board of Directors, Chapter III "8. Environmental "8.3. Management", Energy"/"8.4. Water Resources" /"8.5. Consumption of Materials". |
Page 63 | |
| ii. | Pollution and climate change: indication of greenhouse gas emissions values; indication of emissions of pollutants into nature; indication of penalties incurred and measures to prevent, reduce or remedy the aforementioned emissions. |
See Management Report of the Board of Directors, Chapter III "8.7. Emissions". |
Page 63 | |
| III. | Circular economy and waste management: prevention, recycling and reuse measures and other means of waste recovery and disposal. |
See Management Report of the Board of Directors, Chapter III "8.8. Waste". |
Page 67 | |
| IV. | Protection of biodiversity: impacts caused by activities or operations in protected areas and measures taken to preserve or restore biodiversity. |
See Management Report of the Board of Directors, Chapter III "8.2. Provisions and financial guarantees for environmental risks". |
Page 65 | |
| Social Policies | 1. Description of the company's strategic objectives and the main actions to be taken to achieve them. |
See Management Report of the Board of Directors, Chapter III "7. Socio-Economic Performance |
Page 50 | |
| 2. Description of the main defined performance indicators. | See Management Report of the Board of Directors, Chapter III "7.2. Relations with people and organisations affected by the activities of Group companies", "a) Clients, "b) Partners, suppliers and c) Community Support". |
Page 51 | ||
| 3. Indication, in relation to the previous year, of the extent to which these objectives are achieved, at least by reference to: |
||||
| 1. | Commitment of the company to the community: the impact of the company's activity on employment and local development; the impact of the company's activity on local populations and the territory; relationships with local community agents and the respective means of dialogue; partnership or sponsorship activities. |
See Management Report of the Board of Directors, Chapter III "6.2. Recruitment, Selection and Retention of People with Potential Talent", "6.4. Qualification for the Expression of Talent", "7.2. Relations with people and organisations affected by the activities of Group companies", b) Partners, suppliers and c) Community Support" |
Pages 39, 44, 51 and 54 |
|
| II. | Subcontracting and suppliers: the inclusion of social, gender equality and environmental issues in the procurement policy; consideration of social, environment and governance responsibility in relations with suppliers and subcontractors; control and audit systems and their respective results. Where possible, include a reference to the fact that the Company's suppliers apply policies that are consistent with those established by the Company. |
See Management Report of the Board of Directors, Chapter III "7.2. Relations with people and organisations affected by the activities of Group companies", b) Partners, suppliers" |
Page 51 | |
| iii. Consumers: consumer health and safety measures; systems for receiving, processing and resolving complaints, specifically the number of complaints received and the number of complaints pending, as well as those in which the complainant was found to be right, satisfaction surveys, and indication of the person responsible for complaints. |
Partially answered in the Management Report of the Board of Directors, Chapter III "7.2. Relations with people and organisations affected by the activities of Group companies", "a) Clients" |
Page 51 |
| Theme | Information to be provided | Response | Location |
|---|---|---|---|
| Responsible investment: if applicable, information Not applicable IV. on the responsible investment the Company has aimed to attract, including the issuance/acquisition of green bonds or SDG-linked bonds. |
|||
| V. Stakeholders: information regarding possible ways of listening to stakeholders. |
See Management Report of the Board of Directors, Chapter III "2. Communication with the Stakeholders |
Page 33 | |
| Fiscal information: information on measures or acts vi. with fiscal impact, including any subsidies or any type of grant or monetary advantage granted by the State. |
Under the "We All Give" Programme, Teixeira Duarte Group companies provide an annual amount to increase any donations that their employees wish to make to social solidarity projects. Double the amount donated by employees is donated to the institutions chosen by them. Considering that this is a programme based on the spirit of liberality and that there are no pecuniary or commercial counterparts, the donations made under the "We All Give" Programme, in Portugal, are covered by the tax regime applicable to patronage. |
Page 55 | |
| Workers and Gender Equality and Non- |
1. Description of the company's strategic objectives and the main actions to be taken to achieve them. |
See Management Report of the Board of Directors, Chapter III "6. Management and Development of Human Resources" |
Page 36 |
| Discrimination | 2. Description of the main defined performance indicators. |
See Management Report of the Board of Directors, Chapter III "6. Management and Development of Human Resources" |
Page 36 |
| 3. Indication, in relation to the previous year, of the extent to which these objectives are achieved, at least by reference to: |
|||
| temporary work, etc.) by gender and age, average length of contracts; percentage of the workforce receiving the national minimum wage, regardless of contractual relationship; remuneration for equal or average positions in the company, by gender; average remuneration of directors and managers, including variable remuneration, allowances, severance payments, payment to long-term savings schemes and any other payments broken down by gender; employees with disabilities (including an indication of how the Company is complying, or preparing to comply, with Law 4/2019 of January 10, on the system of employment quotas for people with disabilities). |
i. Employment: total number and distribution of Partially answered in the Management Heport of employees by gender, age, country and professional the Board of Directors, Chapter III "6.1. Human classification, as well as the total number and Resources in 2021", Report of the Government distribution of types of contractual relationships of the Society, "D. Remuneration" and (e.g., employment contract, service providers, Correspondence Table with GRI Standards. |
Page 37 and 170 GHI Table 400 GRI Table 405-1 |
|
| ii. including measures to facilitate time off work and family life. |
See Plan the Equality at www.teixeiraduarte.com |
||
| iii. - Health and safety: workplace health and safety conditions and number of occupational accidents. |
See Management Report of the Board of Directors, Chapter III "6.3. Protection and Promotion of Health and Safety" and Correspondence Table with GRI Standards. |
Page 40 GRI Table 403-9 |
| Theme | Information to be provided | Response | Location | |
|---|---|---|---|---|
| iv. Social relations: organisation of social dialogue, including procedures for informing and negotiating with staff, specifically the number of interactions with unions and/or works councils, if any; new agreements concluded or revision of agreements in force; number of court cases and complaints to the Working Conditions Authority; percentage of employees covered by collective bargaining agreements by country; assessment of collective bargaining agreements, particularly in the field of health and safety at work. |
See Management Report of the Board of Directors, Chapter III "6.1. Human Resources in 2021", "Compliance with International Labour Organisation (ILO) Conventions" and Table of Correspondences with GRI Standards. |
Page 40 GRI Table 102-41 |
||
| Human rights | 1. Description of the company's strategic objectives and the main actions to be taken to achieve them. |
See Management Report of the Board of Directors, Chapter III "7. Socio-Economic Performance |
Page 50 | |
| 2. Description of the main defined performance indicators. | See Management Report of the Board of Directors, Chapter III "7.2. Relations with people and organisations affected by the activities of Group companies", b) Partners, suppliers" |
Page 51 | ||
| 3. Indication, in relation to the previous year, of the extent to which these objectives are achieved, at least by reference to: |
||||
| . . | Human rights due diligence procedures applied, particularly with regard to the contracting of suppliers and service providers. |
See Management Report of the Board of Directors, Chapter III "7.2. Relations with people and organisations affected by the activities of Group companies", b) Partners, suppliers" |
Page 51 | |
| ii. | Measures to prevent the risks of human rights violations and, where appropriate, measures to correct possible abuses; elimination of discrimination in employment (where not already mentioned above); elimination of forced or slave labour, effective abolition of child labour. |
The Code of Ethics and Conduct is mandatory for all employees, and failure to apply it may result in disciplinary procedures and sanctions. |
Page 36 | |
| iii. | Legal proceedings for human rights violations. | There were no records of situations of this nature. |
||
| Fighting Corruption and Bribery Attempts |
1. Corruption prevention: measures and instruments adopted to prevent corruption and bribery; policies implemented to dissuade these practices among employees and suppliers; information on the compliance system indicating the respective functional managers, if any; indication of legal proceedings involving the Company, its directors or employees related to corruption or bribery; measures adopted in relation to public procurement, if relevant. |
See Management Report of the Board of Directors, Chapter III "7.1. Fighting Corruption and Bribery, Money Laundering and Terrorist Financing". |
Page 50 | |
| 2. Prevention of money laundering (for issuing companies subject to this regime): information on measures to prevent and combat money laundering. |
See Management Report of the Board of Directors, Chapter III "7.1. Fighting Corruption and Bribery, Money Laundering and Terrorist Financing". |
Page 50 | ||
| 3. Codes of ethics: indication of any code of ethics that the company has signed up to or implemented; indication of the respective implementation mechanisms and monitoring of its compliance, if applicable. |
See Management Report of the Board of Directors, Chapter III "5. Ethics and Conduct" and "7.1. Fighting Corruption and Bribery, Money Laundering and Terrorist Financing". |
Pages 36 and 50 |
||
| 4. Management of conflicts of interest: measures to manage and monitor conflicts of interest, specifically requiring managers and employees to sign declarations of interests, incompatibilities and impediments. |
See Management Report of the Board of Directors, Chapter III "5. Ethics and Conduct" and "7.1. Combating Corruption and Bribery, Money Laundering and Terrorist Financing" |
Pages 36, 50 and 180 |
| Theme | Information to be provided | Response | Location | ||||||
|---|---|---|---|---|---|---|---|---|---|
| and Report on Corporate Governance, E. "Related Party Transactions". |
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| PART II - INFORMATION ABOUT THE STANDARDS / GUDELINES THAT ARE FOLLOWED | |||||||||
| 1. | Identification of Standards / Guidelines followed in the Reporting of Non-Financial Information |
ldentification of the standards / guidelines followed for the preparation of non-financial information, including the respective options, as well as other principles considered in the Company's actions, if applicable. If the Company refers to the United Nations Agenda 2030 Sustainable Development Goals (SDG), include the identification of any goals to which the Company is committed to contribute, indicating the measures taken each year towards achieving the goals set for each of these SDGs. In other words, identify specific actions, projects or investments aimed at meeting these SDGs. |
See Management Report of the Board of Directors, Chapter III "Introduction" and "Alignment with Sustainable Development Goals". |
Pages 32 and 33 |
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| 2. | Identification of the Scope and Methodology for Calculating Indicators |
Description of the scope and calculation methodology (including the calculation formula) of the presented indicators, as well as the limitations of this reporting. Whenever possible, presentation of a table of correspondence between the presented indicators and the principles and objectives that are considered, indicating the location where the information will be detailed (e.g., the page of the stand-alone report for reporting non-financial information, the annual report, another document or the company's website). |
See Management Report of the Board of Directors, Chapter III "Introduction". |
Page 32 | |||||
| 3. | Explanation if the policies do not apply |
If the Company does not apply policies to one or more issues, the non-financial information report should explain this fact. |
The Company applies policies regarding all issues. |
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| 4. | Other Information |
Additional elements or information that are not included in the previous points and are relevant for the understanding, context and justification of the relevance of the disclosed non-financial information, particularly with regard to networks/consortia of entities related to issues of sustainability and responsibility of the organisations that it is part of/belongs to, at both a national and international level, and local or global sustainability commitments voluntarily assumed by the Company. |
See Management Report of the Board of Directors, Chapter III "7.3. Research, Development and Innovation (IDI)", "c) Partnerships with Entities of the Scientific and Technological System of the Construction Sector" and "8. Environmental Management", "8.9. Environmental research partnerships". |
Pages 61 and 68 |
Next, the activity carried out by the Teixeira Duarte Group companies in the various sectors will be reported, followed, for all of them, by a similar structure, that is, starting by contextualising the respective sector within the Teixeira Duarte Group, then presenting the Sales and Services Rendered, the Consolidated EBITDA and Operating Results (EBIT), the contribution of this business area to the Group and concluding with a statement on the performance during 2021, accompanied by unconsolidated indicators that allow an analysis and perspective on the total activity and not only its final contribution to the consolidated figures.

Cuiabá Mine - Brazil
Construction is the reference activity and genesis of the Teixeira Duarte Group companies that, in this areas of Geotechnics and Foundations, Building a Concrete Production Centre), Infrastructure (including Maritime Works), Metalworking, Underground Works and Works Railways.
It should be noted that an internal reorganisation took place during the provision of teams from the different areas, with martime works becoming intecrated in the area of Infrastructure. Rehabilitation being a transversal action to all areas and allowing teams that operate in the areas of Geotechnics a greater operational focus in their scope of activity.
All of these operational areas divide production and commercial skills into structures that are traning of management staff and in the monitoring of their career in the Operation Centres and Departments. These operational areas also have a set of specific Support Structures for this Construction sector, in the areas of Formwork and Prestressing (including a Reinforcement Production Centre), Projects, Equipment Management and Logistics of Proposals, and a Materials Laboratory.
In this Sector, the Group also has an important Project Department, through which Engineering Studies are developed and executed, for the entire Texeira Duarte Group, which have proved to be of great importance in the technically based presentation of proposals and projects. This Department is also responsible for coordinating and implemation Modelling) throughout the entire Teixeira Duarte Group, by consolidating internal training, developing projects with this methodology and creation of internal procedures.
Also integrated into the Construction structures that, although more focused on this activity, also support other sectors of the Group in terms of Management, and also has an Operational Centre installed in Montijo, in an area of more than 100,000 m² and which is an enormous additional value for the services provided to its clients.
In addition to all those structures more directly linked to the operational area, there is a set of Central Structures and Services with special transversal support responsibilities, which constitute the so-called Corporate Area.
Its founder, Engineer Ricardo Esquível Teixeira Duarte, who concluded the first course of Civil Engineering administered at the Higher Technical Institute and acted as the president of the Order of Engineers, he was always recognised by his contemporaries for his technical merit and innovation.
Texeira Duarte continued its operation mark, always considering itself a true Engineering Establishment. From large infrastructures like bridges, dams, highways and other public works, as well as hospitals and large buildings considered historic landmarks, Teixeira Duarte is recognised as a synonym of knowledge and experience, being a construction market.
In addition to "Teixeira Duarte - Engenharia e Construções, S.A." - which is the Group's parent company - there are also other subsidiary companies operating in specific areas of Construction, particularly Underground and Railway works, as well as several Complementary Groups of Companies (ACE) and other similar structures related to specific projects.
In 2021, the Teixeira Duarte Group companies working in this Construction sector operated in the markets of Portugal, Angeria, Brazil, Cape Verde, Colombia, Ecuador, Spain, Gabon, Kuwait, Mozambique and Peru and maintained commercial activities on the French, Moroccan and British markets.
Teixeira Duarte's activities on all of these markets were affected by the Covid-19 pandemic, although with different circumstances and scope according to the official measures implemented in different countries and the measures taken by other stakeholders, specifically clients, suppliers and partners.
Since the beginning of this situation, in all proceed, Teixeira Duarte implemented a wide range of measures that varied according to the markets and clients, such as providing more bathrooms and canteens, taking temperature measurements, protective equipment, logistics to avoid contact with potentially contaminated areas, regular procedures for sanitising the sites, rules on the use and capacity of spaces and entering and exiting the sites, in many cases in specific coordination with the health authorities and other project entities (project owner, supervisory bodies and the authorities).
This effort and cooperation of all those involved, especially the employees themselves, allowed contingency and prevention measures to be created to comply with the guidelines of the authorities and contain the public health risk, to achieve this design and to take the necessary steps to safeguard business continuity and the impact that all of the above has on its stakeholders.

Joao Pessoa President Castro Pinto International Airport - Brazil

Evolution of Construction Turnover (Values in thousand euros)

Sales and Provision of Construction Services overall decreased by 10.9% year-on-year.
Portugal registered an increase of 16.9% compared to 2020, mainly due to the good performance of the private sector.
Foreign markets decreased by 28.2% year-on-year, which corresponds to a reduction of 58.698 thousand euros, influenced by the suspension of six works in Algeria and the recognition of losses from increases in income of 73,123 thousand euros.
In addition to the reduction in Algeria referred to above, Angola presented a decrease of 16.8% from the previous year, while the Brazilian and Mozambican markets showed increases of 28.6% and 89.3%, respectively.
Foreign markets now represent 49.7% of Construction Services, instead of the 61.7% it represented in 2020.
In terms of the different business areas in which Teixeira Duarte Group companies operated in 2021, it should be noted that the contributions, in consolidated terms, of each company were as follows:

Weight of the Areas of Action in Construction Sales and Services Rendered
EBITDA in Construction fell by 101,406 thousand euros compared to last year, reaching a negative EBITDA of 70,799 thousand euros in 2021.
The reduction in EBTDA was strongly influenced by the six contracts in Algeria with an impact of 88,509 thousand euros and the negative variation of 6,040 thousand exchange differences, as well as by the reduction in activity in Angola and Algeria, partly affected by the Covid-19 pandemic.
Operating Result reached a negative amount of 84,426 thousand at the end of 89,820 thousand euros compared to the same period, to which the aforementioned Algerian impact of 76,455 thousand euros and the negative variation of 6,040 thousand euros in exchange rate differences contributed operational.
In non-consolidated terms and in order to gain a perspective on total activity in 2021, it is hereby reported that the operating revenues achieved by Group companies in the Construction sector reached an overall value of 388,277 thousand euros, a decrease of 14% compared to 2020.
Designed and carried out in the area of Geotechnics are Technical Solutions of Engineering and Foundations, Geological Studies, Mining Prospection, Pie Wallings, Anchors, Consolidations, Injections, Jet-Grouting, Projected Concrete, among other special works.
Overall, the activity developed in this area of Geotechnics and Foundations decreased compared to 2020, with Portugal continuing to be the main market, representing around 40% of the total, with the remainder of the activity distributed by the ongoing contracts Angola, Algeria. Brazil, Colombia and Mozambique.
In Portugal, the following works stand out:
In Angola, the conclusion of the contract "Foundations and Reinforced Concrete of Silos and Grinding Factory", caried out for "HIGITEC", as well as the realisation of the indirect foundations and bottom slab of the "MFINDA Building" and also the execution of indirect foundations and reinforced concrete works in the "INDUVE – Indústrias Alimentares, S.A."

Cacuaco General Hospital, Luanda - Angola
In Algeria, due to the conclusion of the ongoing contracts in this area, the equipment of this speciality that the Group had allocated for these works took place in 2021.
Brazil became the second most significant market in this area of activity, with the following in particular:
In Colombia, the Group participated in some of the most important public contracts with indirect foundation work for piles and slope containment with shotcrete, Californian drains, nailing anchorages, among which "CONCESSIÓN FERROCOL - UNIT FUNCTIONAL 7 Y 8" for the FERROVIAL/COLPATRIA consortium and "PROYECTO MAR 2" for CHEC.
In Mozambique, the "Construction of Port Facilities for Nacala Port Development Project Phase I & II' work was completed in Nacala, carried out under the subcontract for the Japanese consortium "Penta Ocean/Toa", Construction of the Port of Nacala, Phases Land II, for the Ministry of Transport and Communications in Mozambique and given the the country is experiencing, only a few geotechnical prospecting works were carried out.
Significant activity has still been maintained in the construction and refurbishment of all building types, specifically large scale and highly complex public and private buildings designed for a wide range of uses. In 2021, the Group operated in this area in Portugal, Angola, Algeria, Brazil, Mozambique and Kuwait.
Overall, in 2021 we saw a 36% growth in activity compared to that recorded in 2020, and the same was true for the main economic indicators.
This growth in turnover was supported by the markets of Portugal, Kuwait, Brazil and Mozambique, which recorded significant increases in activity compared to 2020.
In Angola, the trend towards a reduction in the volume of work, which has been accentuating since 2018, has continued.
Portugal continued to assume itself as the main market in the area of Buildings with a contribution of around 60% of the total operations in this area.
In Portugal, activity grew by 25% in 2021 compared to 2020, thus resuming the growth cycle started in 2017.
Despite this situation, in 2021 and similar to what was observed in the previous year, the activity continued to suffer severe constraints resulting from the Covid-19 pandemic and also from the lack of labour that occurs in the construction sector in Portugal, situations that prevented an increase even more expressive workload in 2021.
The year was also marked by the anomalous rise in the prices of raw materials of construction materials, as a consequence of disruptions in the dobal logistion chains caused by the Covid-19 pandemic, as well as by the significant increase in the cost of labour, situations that impacted direct form in the contracts in 2021.
Throughout 2021, there continued to be a strong dynanic in the private real estate market, with a special focus on new housing construction and construction of offices, which constitute the vast majority of our current portfolio, from which a new growth in activity is expected for 2022.
Possible growth of activity in the public works area is also expected, resulting from the Recovery and Resilience Plan designed for the coming years.
In this market, in 2021, the housing and commercial development "One Living" - Lot 2, in Cascais, as well as the Amoreiras Garden development, for EMGI, for 11.4 million euros and the Valrio I development, in Lisbon, for ENIGMACROPOLE for 15.2 million euros, was concluded for the real estate company of the Teixeira Duarte Group million euros.
Still in 2021 and also for the real estate company of the housing and commercial developments "One Living" - Lot 1, in Cascais and the 1st phase of the "1921 Factory", in Benfica, continued. The River Plaza project, in Vila Nova de Gaia, was also started.
During 2021, following the contracts signed in 2019 and 2020 for the Development at the Entrada Nascente de Cascais for GRAND BAY RESIDENCES - SICAFI, S.A. and AUCHAN RETAL PORTUGAL, S.A., two further amendments to the contract were signed in June and December, of the value of 17.5 million euros, corresponding to the finishes and special installations of Lots 2 and 3 of the Residential Project.
For OCM Capital Partners, the contract for the "Villa Unika" project, in Cascais, worth 14 million euros, also of a residential nature, with 16 apartments, was continued and, for the same client, the Lot 14.5 contracts started in Alta de Lisboa.
Also associated with the "Valrio" project, ENIGMA COLOSSAL contract for the "Valrio II" building in Lisbon, with a total of 55 apartments and an award value of 8.9 million euros.
For Reformosa, the construction of the "High Lapa" and "Legacy" housing projects in Cascais continued.
For EMGI, a contract was initiated for the rehabilitation of a residential building on Avenida da República 55, in Lisbon, and for the Sete Colinas Closed Real Estate Investment Fund, the "Dom Luís Boavista" building, which will give rise to a hotel.
In different areas of activity, the projects of the "Henrique Mendonça Palace", in Lisbon, for ISMACO and Beneficência Familiar in Porto continued in 2021, and the works of the "Hoso Tower" in Porto for the "MUDE - Design and Fashion Museum", in Lisbon, for the Society of Urban Rehabilitation, from "iBET - Institute of Experimental Biology and Technology and the Senior University in Seixal for Uniseixal,
In Brazil, in 2021, there was, as expected, an increase in activity of approximately 40% compared to 2020, resulting from the completion of the contract for the "Feira da Madrugada" and the construction of Phase 2 of the "Brasília Cathedral". Despite the constraints imposed by the Covid-19 pandemic throughout the year, the economic situation in Brazil improved due to the continuity of aid in 2021, implemented by the Federal Government in 2020, to the States and Municipalities, companies and the most disadvantaged population, which promoted the increase in the consumption of services and consequently industrial production.
In the course of 2021, in addition to the outstanding works related to the "Feira da Madrugada" for the São Paulo Shopping Circuit SPE S.A. and the "Cathedral of Brasilia" for the Universal Church of God, four new contracts are also being registered: the construction of a Temple for the Mormons, in the State of Bahia, of a value of approximately 253 million reais; the shopping centre renovation works in the interior of the State of São Paulo, for Aliansce Sonae, of a value of 17 million reais; the works of the Regional Hospital of Ourilandia do Norte, in the State of Pará, for Vale, of a total value of 101.85 million reais; and the renovation and expansion works of Joao Pessoa President Castro Pinto International Airport and Campina Grande President João Suassuna Airport, both in the State of Paraíba, for AENA Brazil, in a consortium with leadership of Teixeira Duarte and corresponding value of 145.5 million reais.
For 2022, a new growth in activity resulting from the portfolio is expected and also from the expected increase in private investment motivated by the stimulus to the economy promoted by the Central Government in the area of concessions.
In Angola, the weak performance of the economy during 2021 by the vacination process against Covid-19, strongly conditioned the construction environment, delaying the start of new projects, both public and private, whose investments remained at historically low levels.
On the other hand, the increase in inflation had a very significant impact on the construction industry, reaching exceptionally lov levels of activity.
However, the significant increase in cement and clinker imports, which occurred during the last quarter sign that allows us to foresee a moderate growth in activity for 2022.
In this context, the contract for the General Hospital of Cacuaco for Alkra Technologies FZ-LLC, which took place in the last quarter of 2021. in the last quarter of 2021. is part of a structured financing by VAMED Engineerig Deutschland GmbH. with a value of 9.5 million of euros, whose main works focus on the execution of indirect foundations and reinforced concrete structure. The contract, carried out in consortium with Alves Ribeiro, is scheduled for completion in September 2022.
With a gross construction area of 28,000 m², spread over 6 3-storey buildings, the hospital will have a total of 302 beds, of which 272 are in hospitalisations and 30 in intensive care, 4 operating theatres, 4 delivery rooms and an oncology unit.
Thus, and taking into account the portfolio of works, namely in the hospital area, a moderate increase in the Buildings area is expected for 2022.
In Mozambique activity remained at low levels, as a result of the difficult economic and financial situation that the country is experiencing in recent years, aggravated by the impact of the 2nd year of the Covid-19 pandemic.
In this context, in addition to the effects of climate disasters and the instability caused by the armed conflict that has plagued the north of the country, a significant change in the low levels of activity for the construction area is not expected in 2022.
During 2021, under the contract for the Construction of the Port of Nacala, Phases I and II, for the Japanese consortium "Penta Ocean/Toa", the construction of support buildings continued.
In the second semester, the contract for the design/construction of an Administrative Building in Porto Maputo is registered for DP World, for an amount of approximately 3.5 million euros.
In Kuwait, Teixeira Duarte contract for the construction of the Umm Al Hayman Wastewater Treatment Plant for WTE Wassertechnik GmbH - Kuwait Branch, of a value corresponding to around 166 million euros. As occurred in 2020, construction activity continued to be strongly conditioned by the effects of the Covid-19 pandemic in 2021.
The measures enacted by the local authorities limited, for much of the year, the entry and movement of people, goods and services in the state of Kuwait, which severely affected the adequate mobilisation of human resources, equipment and materials for this project, which led to a progression of the work much lower than expected and, consequently, caused the to be extended to December 2023.
In the last quarter of 2021, with the easing of the restrictions related to the Covid-19 pandemic, it was possible to meet the necessary conditions for the normal development of the work plan for the contract.
Thus, for 2022, while maintaining current conditions, we will see a significant increase in production levels in this contract and consequent billing, compared to what occurred in 2021.

Barra do Cuité Bridge, Minas Gerais - Brazil

"One Living" Venture, Cascais - Portugal
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UMM AI Hayman Wastewater Treatment Station - Kuwait
In the area of Infrastructure, the Teixeira Duarte Group companies bring together a wide and diverse set of works caried out, namely roads and highways, bridges and viaducts, dams, tunnels, railroads and interfaces, maritime, river and port works, environmental construction and also water and natural gas infrastructures.
In 2021, the Group had contracts in Portugal, Algeria, Ecuador, Mozambique and Venezuela, and also continued technical and commercial activity in some countries in Latin America, Africa and Europe, which allows to medium term, the award of some contracts in these geographies.
In Portugal, the activity grew, with the following contracts standing out:
Also in Portugal, the following contracts carried out in the area of Rehabilitation are highlighted:
In the area of maritime infrastructure, two works stand out in Portugal:
In Algeria, after the impact of the pandemic that caused the suspension of all works for a long period of time after the closure of the Algerian Borders, decreed on 19 March 2020, the political and economic situation the development of the activity, with the greater part suspended works, with the exception of maritime works "L'étude, la réalisation des aires de transfert, les infrastructures maritimes et génieures et l'instalation d'un complexe élévateur à bateaux d'une capacité de levage égale ou supérieure à 9000 tonnes et la formations ", for the E.C.R.N. "L'établissement de Construction et de Réparation Navales" (part of the Algerian Ministry of National Defence), based at the Mers-el-Kebir Naval Base, which continued to develop as normal as possible and is expected to be completed in the first half of 2022.
In Mozambique, the consortium led by Teixeira Duarte — Engenharia e Construcões, S.A., continued to the "Construction of Port Facilities for Nacala Port Development Project Phase I & II" in Nacala, carried out under the subcontract for the Japanese consortium "Penta Ocean/Toa". The work includes the reconstruction of a 400-meter-long pier and the construction of container parks, railways, buildings and multiple infrastructures.
In Cape Verde, the Covid-19 pandemic continued to have an impact on the expansion and requalification of the English Port in Ilha do Maio, although less significant than last year, which allowed the turnover to have grown considerably in that country.
In Brazil, despite the negative effects felt by the Covid-19 pandemic, the Group registered an increase of Construction in the order of 60% compared to the previous year, which became the market with the highest volume of activity in the area of infrastructure, with around 40% of the total.
This growth contributed, on the one hand, to a significant increase in activity and also that, for the first time, rehabilitation activity was integrated within the infrastructure area.
In terms of the activity carried out during the period under review, we highlight the following contracts:
· For the DNT - National Department of Transport Infrastructure, the elaboration of projects and execution of duplication works on the BR-116/BA Highway - Lots 06, with a length of 40 km, continued at a pace conditioned by the availability of the public budget, in the State of Bahia. It is a project of duplication of one of the most important highways in Brazil, in a state very lacking in infrastructure and where the economy has grown at a faster pace than the infrastructure available for its development. This project made moderate progress in 2021, having, despite all the constraints and with a lot of effort on the
part of the construction consortium, allowed the opening to traffic of another 18 km of duplicate road, with a very positive impact for the region;
In the area of rehabilitation, the following contracts executed for VALE stand out in 2021:
For 2022 there are encouraging signs of recovery in the construction sector in Brazil, focusing on the area of infrastructure, allowing us to look at the coming years with some optimism.
In Ecuador, the crisis caused by the Covid-19 pandemic has further aggravated the chronic problems facing this country, a situation that has led to strong containment in infrastructure. Nevertheless, the monitoring of this market was maintained, where a project of relevant dimension (Daule-Guayaquil Bridge, over the Daule River) was concluded in 2020, with success recognised by all.

Évora and Elvas Line/Évora/Évora North border and subsection – Portugal

Port of Ponta Delgada, Azores - Portugal

Bridge over the Almada River, Ilhéus - Brazil
The Metalworking area has a strong vocation, showing particular expertise in its manufacturing and assembly aspects, combined with a specialisation in the field of mechanics and oil-hydraulics. This valence enables the Group to study, develop and implement technical solutions of high complexity and precision, including the movement and assembly of large structures.
These activities, developed directly for external clients, or in an integrated manner with other areas of the Group, include projects for the rehabilitation and construction of mixed bridges and viaducts, buildings, industrial constructions and hydromechanical equipment.
In 2021, the Metalworking activity developed with an important contribution to several projects in Portugal, Algeria and Brazil.
Overall, there was a decrease in the volume of activity compared to the previous year.
In Portugal, a market in which there was some stagnation and postponement of decision-making on contracts in this area of construction, the activity remained without growth.
At the manufacturing facilities at the Teixeira Duarte Operational Centre, in Montijo, where the production of metallic structures takes place, the production for works of the Group continued, in projects such as "MUDE - Museum of Design and SIDUL Açucares, or for supply to external clients such as the BRISA and EDP Groups.
In the area of Mechanics, dedicated to the repair and maintenance of equipment, the collaboration with the Equipment Management and also with other companies of the Group such as EPOS, S.A. and external clients such as "SOMINCOR - Sociedade Mineira de Neves Corvo, S.A.".
In the area of research and development, collaboration with the project to develop an anti-seismic shelter "SHELTER", within the scope of the Portugal 2020 Programme.
In 2021, for the manufacture of metal structures at the Teixeira Duarte Operational Centre, in Montijo, the EXC4 Execution Class Certification was obtained according to the standard "EN 1090-1:2009 +A 1:2011". This is the highest level of Factory Production Control Certification under that standard.
In Algeria, the activity was maintained in collaboration with other areas of activity, especially the participation in the contract "Structures Génie Civil et Maritime or Installation d'un Complexe élévateur a Bateaux", following the contract established with "L'Etablissed de Construction et de Réparation Navales (E.C.R.N.). In this large and technical complexity enterprise, the Metalworking's participation was
highly important, namely in the installation of various technical equipment and installations, as well as in the entire process of training and knowledge transfer to the owner.
In Brazil, the activity was maintained at a significant level, having participated in projects in partnership with the other areas.
The Metalworking area participated in the Brasilia Cathedral, for the UCKG, in the supply and assembly of metallic structures, some of which were of great complexity, especially the roof with a procedure using a high-precision oilhydraulic system.
The construction of the bridge over the Almada River, a work with a very significant metallic component, in Ilhéus, Bahia, was completed with the Brazilian law firm, in Ilhéus, Bahia, for "BAMIN - Bahia Mineração, S.A.".
For VALE, the contract called "Replacement of the Cuieté Bridge" was carried out in Conselheiro Pena (Minas Gerais), consisting of the work on replacing the railway bridge, with the use and adaptation of the existing bridge for road traffic. To this end, a complex engineering solution was developed and implement of the bridge, and the work was carried out with total success and customer satisfaction, similar to other projects previously executed.
For the 2022, despite the well-known global contingencies, namely with the increasing evolution of raw materials, and the consequent high degree of uncertainty, intense and attentive commercial action has been maintained, with the exploration of business opportunities and the presentation of various proposals, both in the markets where has been activity, or in other markets, namely in Europe.

Mers El Kebir Boat Lift - Algeria
For Underground Works, the Teixeira Duarte Group holds 100% of the capital in specialised company, "E.P.O.S. - Empresa Portuguesa de Obras Subterrâneas, S.A." (EPOS, S.A.), which, since 1986, has been active in the mining area, with branches operating in Brazil, Colombia, Spain and Peru.
The year of 2021 was characterised by the candemic state and the inevitable impact on the normal development of the activity. However, its effects on the dynamics of the company's activity were not as last year.
In this context, the volume of activity in this business area was approximately 23% higher.
It was in Portugal where the growth in activity was most significant, with an increase of more than 50% when compared to 2020. The Portuguese market thus reinforces its leadership position with 49% of the total activity, mainly due to the activity at the Neves Corvo Mine in the execution of the development of mining infrastructure, drilling, loading, sustaining and removing ore, transportation and application of shotcrete for the client SOMINCOR - Sociedade Mineira de Neves Corvo, SA., and this contract is in the process of being concluded, so a possible new 3-year contract is being negotiated with the client.
Brazil remains the most important foreign market in this business area, representing around 30% of the Cuiabá Mine contract for client Anglo Gold Ashanti, Córrego do Stio — Mineração, S/A, which runs until 2024. EPOS is commercially involved in large mining projects, committed to a strategy of growth and diversification of customers in order to minimise risk exposure.
The operation in Spain registered an increase of around 8% in turnover this year, maintaining the activity exclusively for the client "MATSA – Mina de Aguas Teñidas S.A.U", with the main contract ending in 2025, with 20% of the works being executed so far.
In Colombia, the only contract in execution to the subcontract of the La Paz Tunnel for the FERROCOL consortium was concluded, and during 2021 important commercial proposals for the activity in that country were studied, with the respective return on that investment.
In Peru, the Lima metro contract for the "Constructor M2 Lima" for "Excavación, Revestimiento Primario Y Revestimiento Secundario de Los Túneles Ramales Natio Taller Santa Anita" is nearing completion, with profits doubling for the year previous.
In terms of budgeted proposal volume, the market contributing most in 2021 was Brazil with 26%, Spain with 23%, Colombia with 8%, and finally Portugal representing only 5%.
In a significant part of this volume of proposals submitted in 2021, the process was not completed by the respective contracting entities, which postponed the decision making, and there is a good prospect that the year of 2022 will bring the corresponding return in terms of awards and respective contribution to the increase in the success of the company.
It is also expected that the start of the Recovery and Resilience Plan, as well as the continued implementation of Portugal 2020, will boost the country's growth, through the reinforcement of public investment in construction and public works, with an increase in labour shortages, and the extension of the deadlines for delivery of services, equipment parts and new equipment.

La Paz Tunnel - Colombia
In the Railway Works sector, the Teixeira Duarte Group operates through Teixeira Duarte – Engenharia e Construções, S.A. and "SOMAFEL – Engenharia e Obras Ferroviárias, S.A.", a company that was 60% owned by the Teixeira Duarte Group during the financial year under analysis. This company is geared towards the construction, refurbishment and upkeep of railway infrastructure, induding electrification (catenary), where it operates both directly and through its subsidiary in Brazil "SOMAFEL – Obras Ferroviárias e Maritimas. Ltda" and Gabon "SOMAFEL GABON" – all hereafter referred to as SOMAFEL.
In this area, SOMAFEL has consolidated its operations in the railway area, which currently enshrines Portugal (50% of the total) and Brazil (30% of the total) as its two maintaining productive activity in Algeria, Mozambique and Gabon, these three markets together represent the remaining 20% of the activity of this subsidiary.
In Portugal, its activity focused practically only on the maintenance contract for Lot 1 and 2 of the National Railway Network, while in Brazil work was carried out indirectly linked to the provision of heavy mechanical attack services. In Algeria, work was completed on the rolling path of the military base in Oran and in Mozambique the road work started at the Port of Nacala.
It should be noted that in Portugal, the important works raised in their administrative processes in the contracting phase and delays in obtaining environmental IP licenses by Infrastructures of Portugal, with particular emphasis on the Beira Alta Line and the rail link between Évora and Elvas, recognised as the largest new railroad construction project of the last 100 years in Portugal. This set of events culminated with the start of work for 2022, hampering the Group's performance in this area in 2021.
Regarding commercial activity, studies and proposals were developed for the central and northern European markets and for countries in Latin America and Africa.
The year of 2021 is marked by the investment in a new heavy mechanical attack group, consisting of a MATISA B66U-C Lacing and a MATISA R21 Ballast Adjuster. This is a major increase in SOMAFEL's production capacity and an important technological advance in its capacity, since these devices are equipped with the most sophisticated systems on the market.
The prospects for the coming years in this area of activity remain promising both due to the portfolio of works aready collected, in particular, in the domestic market, and in the global perspectives of strong investment in the railway.
It should be noted in this regard that the objectives outlined by the Paris Agreement and the targets for 50% reduction of CO2 emissions by 2030 and emission neutrality by 2050, will only be possible to achieve with a strong investment in this sense, the European Commission plans to double existing high-speed lines by 2030 and increase freight transport by 50%.
Also in Africa and Latin America, the strong demographic pressure on large cities will boost the construction of rail means of transporting passengers and goods.

Rail loading/unloading operation – Portugal

Carajás Railroad - Brazil
The Teixeira Duarte Group started operating in this area in 1984, in Macau, through a stake in "CPM - Companhia de Parques de Macau, S.A.", which it still holds today and to which it has added others in Portugal. Angola, Algeria, Brazil, Belgium, Spain, Luxembourg, Mozambique, Qatar and Venezuela.
In the Concessions and Services sector, Group companies work in business areas with different natures, such as Facilities Management and Facilities Services, the Environment, educational activities in Angola, small hydroelectric power stations in Brazil, and the operation and management of a port in Venezuela.
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. Various notes are also presented at the end of this chapter on the most important ones.
Teixeira Duarte's activities in all of these markets were aftected by the Covid-19 pandemic situation, albeit in different circumstances and with different scopes depending on the areas of apital held by these entities, the countries, the official measures implemented there and measures put in place by other stakeholders, specifically clients, partners and sector supervisory authorities, such as the case of the Ministry of Education in Angola.
The two areas with the greatest impact on Teixeira Duarte's activities in this Concessions and Services sector are Facilities Management, both significantly affection, albeit in different ways, to which they reacted right from the start: the first through logistics measures taken at the school's premises, involving a deep-rooted adaptation to new educational-teaching methodologies, and the second with a vast set of measures that varied according to markets and customers, such as taking temperature measurements, providing protective equipment, logistics with potentially contaminated zones, procedures to regularly sanitise the premises, rules for the use and capacity of spaces and for entering and exiting premises in specific coordination with the health authorities themselves and other entities involved in the works.
This effort and cooperation of all those involved, especially the employees themselves, allowed contingency and prevention measures to be created to comply with the guidelines of the authorities and contain the public health risk, to achieve this design and to take the necessary steps to safeguard business continuity and the impact that all of the above has on its stakeholders.

Evolution of Sales and Services Rendered of Concessions and Services (Values in thousand euros)

Evolution of Operating Results (EBIT) of Concessions and Services (Values in thousand euros)
Sales and Services Rendered of Concessions and Services decreased 16.7% year-on-year.
In Portugal, values were similar to the previous year, still impacted by the Covid-19 pandemic situation.
It should be noted that in Angola where the Group decreased by 1.6% compared to 2020, disregarding the Angolan Kwanza, the Group would have registered an increase of 10.9% in Angola.
In Brazil, the Group registered an increase of 18% compared to the same period last year, impacted by the Brazilian Real, so that without the devaluation effect, the increase would be 27.9% compared to 2020.
In Mozambique, the Group registered a 36.8% increase in Sales and Services Rendered. In Venezuela, the operation of Puerto de La Guaira registered a 29% drop in Sales and Services, reaching 9,280 thousand euros, corresponding to a decrease of 3,795 thousand euros, as a result of BOLIPUERTOS' occupation of the facilities assigned to Puerto La Guaira.
EBITDA in Concessions and Services stood at 2,268 thousand euros, corresponding to a decrease of 80.9% compared to the previous year, penalised by the operation of Puerto La Guaira as well as by the situation derived from the Covid-19 pandemic.
The Operating Result on Concessions and Services reached a negative amount of 28,968 thousand euros, which translates into a loss of 38,365 thousand euros compared to last year, penalised by the operation of Puerto La Guaira, with the recognition of losses of 33,431 thousand euros related to the Concession and also by negating exchange differences of 6.018 thousand euros compared to 2020.
In non-consolidated terms and in order to provide a perspective on total activity in 2021, we report that the Group's operating revenue in the Concessions and Services sector reached a total value of 88,736 thousand euros, 55% of which came from overseas activities. Overall, these values reflect a year-on-year decrease of 15% when compared to 2020. To give an idea of the main areas of activity of the Group in this sector, records show that out of the aforementioned non-consolidated operating revenue, 77% comes from the Facilities Management area and 6% from the Environment area.
The Teixeira Duarte Group has been performing Facilities Services activities since 2000, and today has a group of entities operating in Portugal, Algeria, Belgium, Brazil, Spain, Luxembourg, Mozambique and Qatar through the TDGI brand.
The main areas of activity today are (i) Integrated Management of Hard and Soft Services, (ii) Technical Maintenance, (iii) Analysis and Diagnosis and Energy Solutions, and (iv) Space and Project Management.
TDGI was created with engineering at its heart, and it is committed to the development of specific technical skills and adequate technological solutions that improve service quality, operational efficiency and customer cost optimisation. In this regard, emplasis is placed on the partnership project for the development of the Glose EAM.
Given the economic situation in Portugal, 2021 was a year of stabilisation of customer numbers, and it was possible to renew several contracts with existing customers and even win new ones. This country accounted for over 50% of TDGI's activity.
In the areas of Integrated Management of Hard and Soft Services and Technical Maintenance, which repress, the renewal of some contracts such as LUSIADAS SAUDE stands out. It should also be noted the start of new contracts with clients such as UPFIELD, MINICLIP and HOTEL RITZ. Thus, in a difficult year, TDGI was an important partners, actively contributing to the rationalisation and efficiency of the management of their facilities.
The Analysis and Diagnosis / Energy Solutions area also saw an increase in turnover, particularly in the areas of Technical Audits, Energy Certification and Special Technical Installations. TDGI has been positioning itself with its clients as a technical and strater, providing a continuous service focused on reducing energy consumption. The market has at the been requesting technical due-diligences to be performed on buildings as part of acquisition processes, with the aim of installations and equipment. Emphasis should also be placed on the specialised technical work that TDGI has been carrying out for both existing and future customers, as a result of the increased technical specialisation that it has been developing.
The "Space and Project Management" area continued to perform significant interior space remodelling processes, both in the buildings area, as was the case of the European University, and BBVA, and in industry, at Philip Morris, responding to new wellbeing concepts that have been creating new trends and styles in the field of space architecture. However, this was one of the areas most affected by the pandemic, as customers generally postponed the work that they had planned due to the reduced ocupancy of spaces and uncertainty about what the office market will be like in the future.
Of note is the Industrial Area, which has been a strong focus in recent years, with the strengthening of the contractual relationship with OZ ENERGIA through the start of the operation in this area, the Project Management of the expansion works of the various facilities of this client should also be noted the work to develop a new sugar supply solution for the main production line of the SIDUL Açucares factory, in Santa Iria, with a view to the future expansion of this line, which culminated in the award to TDGI of SIDUL's own Industrial Works Project.
In Angola, which continues to be one of the largest TDGI markets globally, the year of 2021 stood out for the maintenance of the main contracts, with reference clients in the area of barking and Oil & Gas. In a year when many companies reduced their teams in Angola, TDGI always maintained its operational capacity, and therefore was able to respond to various requests from customers, thus reducing the impact of the pandemic. Of note are the maintenance work carried out for TOTAL offshore on its Dalia and Girassol platforms. Similarly, there was continued commitment to training of teams and several technical training sessions were held for employee qualification purposes.
The activity of TDGI in Algeria during 2021 was essentially to monitor the work of the new headquarters building of Bank AGB, in Algiers and the start of the maintenance contract, which will be the responsibility of TDGI for a period of two years after the completion of the work, i.e., until 2023.
In Belgium, TDGI strengthened its ongoing operations at H&M stores, while also initiating a maintenance contract with Apple. This new contract reflects the TDGI's commitment to the private market in this country. It should be noted that this market was very much affected by the pandemic, as most European institutions, stores and offices ended up with very low occupancy throughout the year.
In Brazil, despite the negative impact of the Covid-19 pandemic situation, it was possible to increase the turnover of previous years as a result, essentially, of the increase in work with existing clients and interior remodelling works.
In Spain, the year of 2021 also turned out to be significantly impacted by the pandemic. Several of TDGI's clients had their facilities closed or with very low occupancies, which ended up also reducing the TDGI's activity. Even so, it was possible to conclude new contracts, as a result of the commercial work that has been carried out, such as the provision of services to Drager, and the beginning of relations with Percassi, which allowed the contract for the maintenance of four stores of brands globally recognised as Lego, Victoria Secret, and Nike.
In Mozambique, TDGI continued to cary out its activity in a sustained manner, increasingly striving to create value and set itself apart as a benchmark company in the maintenance and facilities management sector. In the Oil & Gas area, which has been a strong focus point of TDGI, it was possible to maintain contracts with several entities, such as BAKER HUGHES, SCHLUMBERGER and also to strengthen the contract with ENI. In the Industrial sector, emphasis should be placed on the ongoing maintenance contract for the CERVEJAS DE MOCAMBIQUE factory. In the area of banking, mention should be made of the new Facilities Management contract with Banco ABSA and also the increase in contractual scope with Banco BCl. TDGI has been consolidating its activity and team by showing a commitment to training and qualification, in order to the challenges that lie ahead. Despite the difficulties in the county, TDGI's activity on this market increased in 2021 and it even strengthened its presence throughout the territory.
In Qatar, TDGI operates through the local entity "TDGISERV", held jointly with the local company "PETROSERV" - which has been operating there for more than 30 years in the area of services associated with the Oil & Gas sector - essentially with a large and longterm contract relating to the facilities of the Qatar Foundation. The term of this contract ended in September 2020 and a new maintenance contract with the Qatar Foundation was concluded for the next five largest hospital in the Middle East: the Sidra Medical & Research Centre. In 2021, TDGISERV also won three contracts with Hamad Medical Centre, in the area of Health. These new contracts reflect the commitment to make in Health in the various markets in which it operates and how the market recognises TDGI as an important player in this technical and specialised area.

Sidra Medical & Research Centre, Doha - Qatar
"RECOLTE - Servicios y Medioambiente, S.A.U" (RECOLTE), wholly owned by the Teixeira Duarte Group, dedicated itself for several years to the provision of various services related to the environment in Spain, and in September 2019 an agreement was signed between RECOLTE and URBASER S.A.U. assignment of RECOLTE's contractual position in all Administrative and Private Contracts in the Area of the Environment, in Spain, which took place throughout 2020 and 2021, as the necessary requirements for each of these assigments were verified, with the purpose of confirming the withdrawal of Teixeira Duarte of this business area.
By the end of the period and after several meetings with URBASER and the municipal entities, 17 of the 20 contracts had been transferred and 3 out of the 9 existing temporary corporate syndicates (UTEs) had been closed.
As part of this framework, RECOLTE also focused on reducing structural costs, specifically by reducing the number of central support teams for the contracts it held.
Para 2022 the aforementioned process of transfering the continued with the aim of closing down the activity in this area.
EDUCARE - Actividades Educativas e Culturais, Lda" is a company 100% owned by the Teixeira Duarte Group, which was incorporated in 2007 and since its inception its purpose has been to develop the "S. Francisco de Assis South Luanda School", based in Talatona/South Luanda, Angola.
Recognised by the Portuguese Ministry of Educational establishment that provides top quality teaching from Pre-School Education to the Secondary School.
Its Educational Project, based on a solid mission and values, justifies the award of several prizes and the fact that families choose it as a privileged space and environment for the education of their children.
In this year and in this sector that, in another year, was heavily penalised by the Covid-19 pandemic situation and the containment measures implemented, EDUCARE maintained its operations in accordance with the recommendations that were being issued by the World Health Organisation, by the public entities responsible for health area where the company operates and, also due to its tutelage, balancing this design with the necessary steps to safeguard the continuity of the availability of digital equipment and the training of teachers in skills that would enable their appropriate use of the emerging teaching models).
In order to have an idea of the factors that, as a result of the heatth crisis experienced, most directly impacted the development of the activity of the "Colégio S. Francisco de Assis Luanda Sul", the time of suspension of face-to-face teaching activities in preschool education, the effective reduction of students/classroom capacity ( due to the obligation to establish social distance) with subsequent increase in the number of classrooms and teachers as a response strategy to the registered demand and, also, the maintenance of fixed charges for structures that no longer produce revenues (due to restrictions on schedules and use of spaces).
The school results obtained in external assessment tests, conducted only at the Nations level by order of the Portuguese Ministry of Education, were higher than the national average in all subjects, with the exception of History A (the average was only 6 percentage points lower).
All students who completed the 12th grade enrolled on courses at their first choice universities in Portugal and overseas.
In September 2021, the school year started with a re-enrolment rate of around 83%.
Secondary education continued to provide Science and Humanities (LH) and Socioeconomic Sciences (SC) courses.
It should be noted that it stands out due to its strong digital component associated with educational projects and platforms, as well as due to its current use of Information Technology in both school management tools and mobile devices, allowing parents/guardians to access full information on the students.
For the year of 2022, emphasis will be placed on renewal of the Technological Plan and the development of new ICT skills by teachers in order to enhance innovative teaching and assessment practices in digital learning environments, as well as the careful management of the various areas and resources of the "Colégio S. Francisco de Assis Luanda Sul" continuing the solid work that makes this College an educational reference at national and international level.

São Francisco de Assis College Luanda Sul - Angola
"PAREDÂO DE MINAS ENERGIA, S.A.", "GONGOJI MONTANTE ENERGIA, S.A." are two companies governed by Brazilian law directly owned by Teixeira Duarte - Gestão de Participações e Investimentos Imobiliários, S.A. that own projects for the construction of Small Hydroelectric Plants (SHPs), being corresponds to an area of activity understood by the Group as non-strategic, In 2021, the sale of the company "TABOQUINHA ENERGIA, S.A.", also the holder of a project in the same branch, was completed and the steps continued to be taken with a view to the sale of the projects or the companies "PAREDÃO DE MINAS ENERGIA, S.A.", "GONGOJI MONTANTE ENERGIA, S.A.". Here, the retail energy prices and the pandemic situation constitute an adverse situation for the sale of these projects.
Based on the license granted to Teixeira Duarte - Engenharia e Construções, the Group has pursued the marketing, maintenance, operation, administration, construction and use the "specialised container terminal (docks 27 and 28 - West Sector) at La Guaira Port". In effect, it was on 30 March 2017 that this Group company received this authorisation under the "Strategic Partnership for the port operation and management of the Guaira Port specialist container terminal", entered into with "Bolivariana de Puertos (BOLIPUERTOS), S.A.".
The aim of this partnership was to optimise the development and growth of the terminal's activity, turning it into a transshipment port between the Caribbean Sea and Latin America. For a period of 20 years, Teixeira Duarte - Engenharia e Construções has assumed responsibility for the commercialisation, maintenance, operation and use of the aforementioned La Guaira Port specialised container terminal, which has sufficient yard space to move 1,200,000 tonnes/year and a surface area of 17 ha; it has 693 m of docking beths and bottoms at 15.2 m. It is fitted out with state-of-the-art port operation equipment - 6 STS quarside ganty cranes, 15 yard RTG cranes, 2 reach-stackers, 6 front loaders, 32 terminal tractors and 40 platforms, along with a total of over 5 ha of administrative and technical facilities and equipment maintenance and repair spaces.
This investment, in 2021, presented a performance in line with those of previous periods, keeping the port operational 24 hours a day, 7 days a week, which, considering the socioeconomic and political circumstances of this country, aggravated by the pandernic situation caused by Covid-19, reflects the effort and commitment of Teixeira Duarte in this operation.
Nevertheless, contrary to all expectations and at a time when working tables had managing to overcome a number of issues that were dragging on and impacting the performance of the Alliance, we were surprised, on 15 October 2021, with the formal notification of Bolipuertos to unilaterally terminate the Alliance contract.
Unaware to this day of the reasons that motivated this unilateral and extemporaneous decision by Bolipuertos, in clear violation of the existing bilateral agreements and of the rights and expectations of Teixeira Duarte as an investor company in Venezuela for more than 40 years, Teixeira Duarte promoted the diligence necessary to claim your rights, which is currently under negotiation.
Amongst the companies operating in the Concessions and Services sector where "Texeira Duarte, S.A." merely has a non-controlling stake, that is, whose direct management is not carried out by the Teixeira Duarte Group, are the following, in particular:
"TDHOSP - Gestão de Edifício Hospitalar, S.A." (TDHOSP), in which Teixeira Duarte - Engenharia e Construções, S.A. currently holds 10% of the respective share capital, is a company whose purpose is the management of Cascais Hospital for a period of 30 years, including planning, design, construction, financing, upkeep and maintenance activities.
Since the construction of Cascais Hospital building was completed in February 2010, TDHOSP's activity has focused on the management and maintenance of the hospital building, as well as the management and operation of its car park.
The year under review, the twelfth calendar year of activity of TDHOSP, was again marked by compliance with the different assessment parameters of the Management Contract, specifically: Service, Availability and Satisfaction.
Regular monthly reports were issued during the financial year, showing good performance by this expected to receive a positive assessment of "Very Good" for 2021. However, this expectation will only become effective at the end of April 2022, after analysis and validation by the establishment's managing body LUSIADAS - Parcerias Cascais, S.A. and the Public Contracting Entity -ARSLVT, of the annual activity report.
As part of the activities provided for in the Management Contract, TDHOSP carried out minor alteration works to the building, requested and paid for by the Establishment Management Entity and approved by the Public Contracting Entity. It should be noted that this type of work experienced an exceptional increase due to the Hospital to the significant increase in numbers of Covid-19 patients. Incidentally, with the exception in car park revenues, the Covid-19 pandemic had no other notable effect on TDHOSP's activity.
"AEBT - Auto-Estradas do Baixo Tejo, S.A.", incorporated on 15 January 2009, is a company in which Teixeira Duarte - Engenharia e Construções holds 9% of its share capital and which is a sub-concessionaire for the activities of design, plane expansion, financing, operation and upkeep of sections of motorways, regional roads and associated road junctions in the district of Setúbal. AEBT completed construction activities for its sections in November 2012, with a length of 25,6 km and has since then been operating a 60.2 km network. As at 31 December 2021, the Subconcession's purpose is:
In addition to the normal operating activities of the sub-concession network, AEBT's activity in 2022 will be focused on investment activity, especially in the projects to increase the number of A33 and infrastructure maintenance, due to its nature and relevance.
It is a participation already classified as Asset for Sale, in relation to which several steps have been taken with a view to its sale.
"CPM - COMPANHA DE PARQUES DE MACAU, S.A." is an entity in which Teixeira Duarte - Gestão de Participações e Investimentos Imobiliários, S.A. has an indirect stake of 15% of the share capital since its foundation in the mid-80s, after an international public tender, was a pioneer and continues as a reference company in the construction of car parks and related activities in the Macao Special Administrative Region.
In 2021, the management and operation of the 19 public car parks of which this subsidiary is a concessionaire continued in Macau, with total revenue corresponding to around 16.3 million euros, reflecting an increase of around 1.4 million euros compared to 2020.
This subsidiary regularly distributes and leads a solid project that follows the evolution that the government and new technologies are bringing to this business in that region, namely in relabilitation works of eight car parks - which are expected to be almost completed in end of 2022 – and the plan for the installation of electric vehicle charging equipment in public parking lots in Macau.
The activities of the Teixeira Duarte Group companies in this sector of the start of the seventies. The Group currently has a wide range of companies operating in Portugal, Angola, Brazil, Spain, the United States and Mozambique, in 2021.
Teixeira Duarte's activities on all of these markets were affected by the Covid-19 pandemic, although with different circumstances and scope according to the official measures implemented in different countries and the measures taken by other stakeholders, specifically municipal and licensing authorities, clients, suppliers and partners.
This effort and cooperation of all those involved, especially the employees themselves, allowed contingency and prevention measures to be created to comply with the guidelines of the authorities and contain the public health risk, to achieve this design and to take the necessary steps to safeguard business continuity and the impact that all of the above has on its stakeholders.

Factory Development 1921, Lisbon - Portugal

Evolution of Real Estate Sales and Services Rendered (Values in thousand euros)

(Values in thousand euros)
The Group decreased Sales and Services in the Real Estate sector by 24.7% when compared to the same period last year.
In Portugal, the Group reached 2.817 thousand euros, reflecting a decrease of 13,046 thousand euros compared to 2020.
The Group is developing, in Portugal, the first and second phases of the "Fábrica 1921" project and in conclusion the "One Living" project, with 31% of purchase and sale deedy completed. As at 31 December 2021, purchase and sale contracts for a total amount of 261,711 thousand euros had been concluded and signs and deeds of 131,936 thousand euros had been received.
In Brazil, the Group reached 30,743 thousand euros, registering an increase of 3,221 thousand euros compared to the same period last year, which results from the progress of the projects located in São Paulo.
EBITDA from real estate declined by 21,623 thousand euros, corresponding to a 52.4% reduction compared to the previous year.
The Real Estate Operating Result reached 17.153 thousand euros in 2021, which corresponds to a decrease of 21.439 thousand euros compared to the period of 2020.
In non-consolidated terms and in order to gain a perspective on the total activity in 2021, we report that the Group's operating revenue in the Real Estate sector reached a total of 125,856 thousand euros, corresponding to an increase of 3% compared to 2020. Overseas markets now account for 35% of activity and Portugal 65%, compared to 38% and 62% in 2020, respectively.
In this sector, in 2021, the Group successfully continued to promote, develop and sell ventures in its two main markets – Portugal and Brazil - while in Angola it focused on the management of the assets held there and Mozambique had a more residual performance, following the global collapse of the econtry. In the United States, in 2021, the Group exited this market with the sale of the last asset it held there.
In Portugal, the year of 2021 was once again marked by a good performance of the real estate market in practically all of its segments, with a special focus on residential, where the pace of sales has been maintained at the levels of previous years.
During the period under review, we highlight the continued development and start of the residential matrix "ONE Living", located in Cascais, intended for the upper segment of the residential market, which is fully commercialised and with 40% of the public deeds of purchase and sale carried out.
In the city of Lisbon, we highlight the continuation of the start of the second phase of the residential development "Fabrica 1921", a highly visible project that will contribute in a very positive way to the parish of Benfica and to the renovation of the respective neighbourhood. The first phase, which includes 162 residential units, is fully sold. The second phase, with 82 units, also has a fast pace of sales, with 90% of the units sold.
Also in the city of Lisbon, the approval of the completion of the acquisition process of "Quinta das Garridas" stands out, where the construction of a mainly residential development with around 33,000 m² of construction area is planned.
Still in the metropolitan area of Lisbon, the "Vila Rio" project, located in Póvoa de Santa Iria, Vila Franca de Xira municipality, were continued. In this "mixed use" development, which has a direct frontage of around 500m on the Tagus River, it is planned to construct around 600 homes and 30,000m² of areas intended for commerce and services.
In the retail segment, the year was marked by the "Figueira Parque" Retail architecture project, the commercial actions aimed at the installation of a large food retail area in the Lezíria Park development and the maintenance of good performance levels at Shopping Cidade do Porto. Despite the strong negative impact caused by the pandemic on this type of trade in the past two years, it was possible to maintain good occupancy rates with positive commercial dynamics, which culminated in the opening of a Decathlon store in October 2021.
In Oeiras, the consultants' support was continued in the development of the North of Caxias Detail Plan, many of them supporting the holding of conciliation meetings by the Municipality of Oeiras, with a view to its approval. This project includes a project consisting of several office, housing and commercial buildings, integrated in a model that is intended to be an international reference for innovation and sustainability, in partnership with the company "CSCEC - China Construction Portugal, S.A.".
In the city of Vila Nova de Gaia, the construction of the multi-family building "River Plaza" continued, as well as the marketing of the 39 fractions that compose it, and 36 promissory purchase and sale contracts were concluded by the period.
Also in Vila Nova de Gaia, the Q19 multifamily housing building began, which has 50 residential fractions, and 26 fractions were sold in the period.
Also in this city, the development of two residential-matrix projects in the "Santa Marinha Design District" development and the sale of two lots in the "Quinta de Cravel" should be highlighted.
In Angola, despite the difficult macroeconomic situation, with the consequent impact also on the real estate market - which even resulted in the significant devaluation of Group investment properties -, it was possible during the period to maintain good occupancy levels in the properties in operation, especially in the residential and retail segments, in a context of strict control of operating costs.
In Brazil, in 2021, the scenario was one of GDP recovery, accompanied by the increase in construction costs and the increase in interest rates in the final stretch of the year. On the other hand, record levels of new properties in the real estate market of the city of São Paulo were reached.
In this context, it should be noted:
In the United States of America, in the city of Dallas, Texas, the sale of the "Lee Park" project in Turtle Creek should be highlighted, consummating the exit of the real estate market from this market.
In Mozambique, the year started off with some cheer but was, from an early age, negatively marked by the activity of one of the main Oil & Gas players, following the crisis in Cabo Delgado. The instability in neighbouring South Africa has also generated a climate of greater prudence and consequent retraction on the difficult macroeconomic situation in the country remained, aggravated by the restrictions associated with the global pandemic crisis, resulting in the activity of the real estate market. Despite the unfavourable context, the sale of four separate residential units and the hiring of new tenants at Polana Shopping stands out, with the consequent increase in the occupancy rate.
In 2022 will see the continuation of the development of projects in the portfolio on several markets, along with the Group's real estate assets.
In Portugal and in the Lisbon Metropolitan Area, the completion of the "One Living" project in Cascais is expected, the completion of the construction of the first phase and the construction of the second phase of the "Fabrica 1921" project.
In parallel, there are plans for the commercial launch and start of construction of the "Vila Rio" development, in Póvoa de Santa Iria, with a total of 68 units.
Support for the development of the Northern Caxias Detail Plan will also continue, with the expectation of its approval and publication during 2022.
In the Porto Metropolitan Area, in the city of Vila Nova de Gaia, the construction of the "River Plazz" in the Santa Marinha Design District is expected and, still in this project, the commercial launch of another residential lot.
Still in the same city, in the "Quinta de Cravel" development, the multi-family housing building "Q19" will continue.
In Angola, the operation of income-generating properties and support for the management of Group assets in other sectors will be continued.
In Brazil, in the city of São Paulo, it is planned to deliver the "Loomi Paulista" in the "Loomi Klabin" in the second half, both of which are already almost completely sold, with a total of 147 apartments and, also, the construction of the "Reserva Alta Vista" as well as the beginning of the project "Insignia Campo Belo". At the same time, the commercial launch of a new project, the "Infinity", in Brooklyn, is expected to be commercially launched, with a total of 268 units.
In Mozambique, action will be pursued focused on the sale of separate assets and the performance of its income properties, as well as on the support of the wealth management of other sectors of the Group.

Development Quinta de Cravel, Q19, Vila Nova de Gaia - Portugal

Focus Workplace Solutions, Luanda - Angola

Quartier Brooklin Development, São Paulo - Brazil
The Teixeira Duarte Group operates in this sector through eight hotels, two in Angola and three in Mozambique, amounting to a total 2,452 beds and 1,228 rooms, all operating under the brand TD Hotels.
Teixeira Duarte also develops business in the restaurant area in Angola.
Teixeira Duarte's activities in all of these markets continued to be affected by the Covid-19 pandemic, although with different circumstances and soope according to the official measures inplemented in different countries and the measures taken by other stakeholders, specifically tourism supervisory authorities, clients, suppliers and partners.
In view of the nature of the activity, contingention measures to mitigate and contain public health risk were maintained in all markets where the Group operates, namely the contingency plan and the respective manual of procedures adopted by TD Hotels in all its units and that It revealed not only very efficient in terms of the primary public health objectives, but also the recognition by customers of their trust and the possibility of safe use of the units in the periods and conditions allowed by the authorities of the different markets in which the Group operates in this Sector.
Furthermore, the effort and coperation of all those involved, especially the employees themselves, allowed contingency and prevention measures to be created to comply with the guidelines of the authorities and contain the public health risk, to achieve this design and to take the necessary steps to safeguard business continuity and the above has on its stakeholders.

Evolution of Hospitality Sales and Services Rendered (Values in thousand euros)

Evolution of Hospitality EBITDA (Values in thousand euros)


Hotel Services Sales and Services increased by 3.5% when compared to the same period in 2020, with growth in all the markets in which the Group operates, Portugal of 9.3%, Angola of 2.3% and in Mozambique of 6.6%, despite the strong devaluation of the Kwanza. This sector of activity is suffering a major impact from the contingency and the contingency and prevention measures to mitigate and contain the public health risk, as well as from the devaluation of the Kwanza, which has not allowed the resilience of the Group companies' activities in this sector in Angola to be highlighted in terms of euros.
Hospitality EBITDA decreased by 6% compared to last year, penalised by the devaluation of the Kwanza.
The Hospitality Operating Result stood at 3.890 thousand euros in 2021, registering a reduction of 982 thousand euros compared to the period of 2020.

Lagoas Park Hotel, Oeiras - Portugal
In non-consolidated terms, and in order to gain a perspective on total activity in 2021, it is reported that the Group's operational revenue in the Hospitality sector reached an overall value of 37,936 thousand euros. In this business area, overseas markets accounted for 84% of activity and Portugal 16%.
In Portugal, the Group operates in this sector with two hotels:
| LAGOAS PARK HOTEL | Four-star hotel | Oeiras |
|---|---|---|
| SINERAMA | Three-star hotel Sines | 105 rooms |
The year of 2021 was marked by the Covid-19 pandemic scenario, and tourism was one of the most affected sectors.
Overall, there was an increase of 13.9 p.p. in the occupancy rate in these two units, with a decrease price, resulting from the adaptation of the existing demand, coinciding with the successive states of emergency declared and the consequent temporary closure of the hotels.
In Angola, the Group's companies operating in this sector offer a total of 1,236 beds and 620 rooms, distributed over five hotels, as detailed below:
| HOTEL TRÓPICO | Four-star hotel | Luanda 280 rooms |
|---|---|---|
| HOTEL ALVALADE | Four-star hotel | Luanda 202 rooms |
| HOTEL BAÍA | Four-star hotel | Luanda 138 rooms |
In 2021, as with the previous year, the slowdown of economic activity on the Angolan market continued and the global pandemic crisis had a decisive influence on activity.
Out of the measures taken in this context and in view of the Group's area of operation, the most noteworthy is the adaptation of the hotels in this country to the requirements of the Angolan authorities, to meet institutional quarantine and social isolation needs.
Hotel activity on this market, taking into account demand for the aforementioned quarantines and isolations, reacled higher levels than in 2020, with an increase in occupancy rate of 5.6 p.p. with operating income above the previous year.
It should also be noted that a commercial strategy developed throughout the previous period, which led to the hiring of large corporate clients, namely in the oil and commercial aviation sector, also contributed to this performance.
In the catering sector, the operation of the Group's cafeterias continued, once again under the terms and measures necessarily adapted to the Covid-19 pandemic situation.
In Mozambique, the Group's companies operating in this sector offer a total of 642 beds and 321 rooms, distributed over three hotels, as detailed below:
| HOTEL AVENIDA | Five-star hotel | Maputo 159 rooms | |
|---|---|---|---|
| HOTEL TIVOLI MAPUTO | Three-star hotel | Maputo 88 rooms | |
| HOTEL TIVOLI BEIRA | Three-star hotel | Beira | 74 rooms |
Economic activity in Mozambique continued to decelerate in 2021, which, combined with the global pandemic crisis, definitely affected the performance of the hotels in this market. There were successive declared states of calamity, as well as the temporary limitation of airspace and land borders.
Despite this context, the occupancy rate of units was maintained compared to the same period last year, with a significant increase in operating income, as a consequence of the resumption of corporate events, resulting from the restrictive measures imposed by the entities officers.
For 2022, a progressive resumption of activity is expected in Portugal, starting in the second quarter, due to the positive evolution of the pandemic, with a considerable increase in demand associated with business and leisure travel, as well as in the congress and event market.
In Angola, it is expected, at the current juncture, a decrease in the demand of some corporate clients, namely in the Oil & Gas areas, as a result of the end of the mandatory institutional quarantines in hotels decreed by the competent authorities, however, with the expectation of an increased demand from airlines with the expected resumption of flights, as well as the gradual resumption of the flow of business tourism.
In Mozambique, the possible resumption of the Oil & Gas projects in the north of the country, as well as the commercial activities under development aimed at corporate customers, should contribute to considerably better performance in 2022.

Hotel Sinerama, Sines - Portugal

Lagoas Park Hotel, Oeiras - Portugal
The Teixeira Duarte Group's operations in this sector began in 1996 and currently consists of several international operating in Portugal through "Teixeira Duarte Distribuição, S.A." and in Angola through the subsidiaries "CND - Companhia Nacional de Distribuição (SU), Lda.", "DCG - Distribuição e Comércio Geral (SU), Lda.", "OCC - Operador Central de Comércio, Lda." and "COM 1 - Comércio e Distribuição (SU), Lda.
Throughout 2021, the Group has always monitored the Covid-19 pandemic situation and acted in accordance with the recommendations that were issued by the World Health Organisation and the public entities responsible for the health area where the companies operate.
Within this framework, contingency and preventive measures have been taken to follow the guidelines of these entities and to mitigate and contain the public heath risk, and to balance these intentions with the steps necessary to safeguard the continuity of the business and the impact of the situation on all of its stakeholders.



127 Teixeira Duarte | Report and Accounts 2021
Group companies operating in the Distribution sector had a 13.1% decrease in Sales and Services Rendered compared to the same period of the previous year.
Distribution EBITDA decreased 45.1% vear-on-year and Distribution Operating Result decreased by 2.945 thousand euros compared to last year, reaching a negative Operating Result of 1,390 thousand euros.
In non-consolidated terms and in order to gain a perspective on the total activity in 2021, we disclose that the Group's operating income in the Distribution sector reached a total of 88,656 thousand euros, corresponding to a decrease of 11% compared to 2020.
The year of 2021 was marked by a relative stabilisation of the sector's activity, including some improvement in the second haf.
Some restrictions were maintained due to the Covid-19 pandemic, namely at the supply chain level, affecting the availability of supply and the deadlines and costs of transportation of air cargo availability stands out, albeit with very high prices, in the order of double the values normally charged before the pandemic.
In Portugal, the subsidiary "Teixeira Duate Distribuição, S.A.", whose main market is Angolan, marked a year with income similar to 2020. As an exporter of products to this market, it is worth noting the regularistility of foreign exchange by the BNA, while maintaining some legal and contextual restrictions on the licensing of imports by the Angolan authorities.
In the "Procurement" area, efforts continued with a view to identifying and obtaining the most suitable of consumers.
In the scope of information technologies, emphasis is placed on the introduction of new technological solutions and processes that allowed to improve communication within the structure and the management of tasks and reports in some operational areas, namely with the use of Bitrix24 and Power BI tools.
In Angola, the Teixeira Duarte Group operates in this several Business Units and points of sale to the public, integrated in the following entities:
Through "CND- Nacional de Distribuição (SU), Lda.:
Through "DCG - Distribuição e Comércio Geral, Lda (SU) ", in the Representation and Distribution of Trademarks.
For Maxi, 2021 was a year of focus on the programme for the evolution of stores towards a more qualitative concept, with emphasis on the diversification of the "cardex", through an exhaustive "procurement" of new product ranges and the cleepening of the quality of the services of fresh products in the store, with emphasis is placed on the bakery, butcher sen, as well as operation simplification and the optimisation of processes. Special mention should be made out in the stores of Morro Bento, Maianga and Zango, whose remodelling was well accepted by customers, which resulted in a onsistent increase in sales.
Three sales units were closed during the current year (Maxi Congolenses and Maxi Golfe), due to the inadequacy of these locations for the new intended store format.
Emphasis should be placed on measures taken in recent years by the Angolan government to boost national production, which has led to intense development in the agriculture and industrial sectors, decreasing dependence over time and creating conditions for retail operators to work with a wide range of locally produced goods.
Alongside store operations, strong focus was given to Business (B2B) sales, which maintained their good performance, with special emphasis on attracting new customers.
Earnings at Maxi grew 20.4% "like-for-like" in Kwanzas, although customer traffic also decreased by around 5% "like for like", showing an increase in the average earnings.
In the Furniture and Decoration area, Dakaza achieved good performance levels, largely due to the new products presented, in line with the transformation plan of this brand. In December, the fifth Dakaza store was inaugurated in the Xyami Kilamba Shopping Centre, located in the largest centrality of the Luanda metropolitan area.
Earnings in this brand grew by 4.2% in Kwanzas, despite customer traffic having decreased by around 20%.
In specialised retail, in the area of Health and Wellbeing, Farmácia Popular maintained its focus on excellence in the quality of pharmaceutical products. Strict control of losses was maintained in 2021, as in previous years.
In Farmácia Popular, revenues grew 13% "like-for-like" in Kwanzas, despite the fact that customer traffic only grew by around 6%.
At DCG, and especially in the Beverage Unit, there was a decrease in earnings of around 21%, maintaining this trend already recorded in the previous year. The imposed customs duties, combined with the purchasing power of the population and the containment measures against the Covid-19 pandemic, namely the prohibition of working hours in the restaurant, resulted in a very penalising scenario for the marketing of these products.
The DCG Food Unit grew by about 10% "like for like", largely due to the regularity in imports of Matutano products, which had the factories closed for a few months in 2020
Despite the challenges of the year of 2021, the craining of the various employees in the sector was not waived, with emphasis on another course for Store Directors and a course for Intermediate Managers, confirming "Maxi" as a great "school" for building good retail staff in Angola.
For 2022, Angola is expected to continue its movement, adjustment, and to continue promoting policies aimed at reducing dependence on the oil sector, pursuing a strategic commitment to the diversification of naticularly industry and agriculture, which have been identified as priority areas for the country's development.
A year of consolidation of the different activities is expected, and the focus will continue to be on quality, diversity, and competitive prices of the sold products, as well as on boosting the loyalty of retail end customers, with a wider range of goods, new services in stores and excellence in customer service.
Strict cost control will continue, specifically of losses, as well as the optimisation of processes through the continuous simplification of procedures and investment in IT tools.
The Group will also continue its constant and regular focus on the area of Professional Qualification, with several training plans covering all employees of the various brands and function-specific programmes, as well as new editions of programmes run by the Maxi Academy aimed at promoting the professional development and know-how of all employees.

Dakaza stores, Luanda - Angola

Farmácia Popular, Luanda - Angola


Evolution Automotive Operating Results (EBIT) (Values in thousand euros)
The Automotive sector registered an increase in Sales and Services Rendered of 39.3% compared to 2020, although strongly impacted by the devaluation of the Kwanza.
In Portugal, a 25.3% decrease was seen in this indicator when compared to the same period of the previous year.
In Angola, the main market where the Group operates in this sector and which represents 97.1% of total Sales and Services, there was an increase of 43% compared to the same period of the previous year. Disregarding the effect of the Kwanza, this change would have been 61.3%.
EBITDA from real estate increased by 2,647 thousand euros in relation to the previous year, corresponding to a 210.7% increase yearon-year.
The Operating Result shows a slight improved to 2020, although it still reached a negative figure of 3,768 thousand euros.

Nissan Stand at Polo TDA Talatona, Luanda - Angola
In non-consolidated terms and in order to gain a perspective on the total activity in 2021, we disclose that the Group's operating revenue in the Automotive sector reached a total of 37,573 thousand euros, corresponding to an increase of 77% compared to 2020.
In Portugal, SMOTORS, S.A. ended the Suzuki brand representation contract for the district of Lisbon on 14 November 2021, and until that date it maintained the activity of vehicle sales, after-sales technical assistance and sale of parts at the counter.
ln Angola, the year was marked by an increase in the volume of vehicles sold, with an increase of around 62%, from 2,390 units sold in 2020 to 3,876 vehicles sold in 2021.
The activity was also strongly impacted in 2021 by the Covid-19 pandemic, both by the continued constraints on circulation between countries, and by the drastic interruption of logistics chains for the supply of vehicles and parts by international operators.
The Covid-19 pandemic situation implied limitations on the normal running of operations, with emphasis on the workshops' operating regime, namely the maximum permissible personnel load per establishment.
In this challenging context, the focus remained on the strict management of operating costs and the continuous optimisation of processes. Commercial activity with the corporate segment was intensifip relations and strengthening customer loyalty through personalised service and Technical Assistance of recognised quality.
Ongoing investments were made in staff qualifications and several training courses were run in accordance with current professional development models in force for the different technical teams.
Careful stock management will continue in 2022, resources will be optimised and organisational processes will be strengthened and digitalised in the different areas of this business.
Particular attention will be paid to deepening institutional relationships with the represented, which have also been affected by the pandemic, and whose organisational re-structuring operations in some cases in new teams to monitor this market.
The focus will remain on the corporate segment and on proximity to key customers, and actions will be implemented to improve the services provided.
Continuous training will still be given to all employees, with a particular emphasis on technical areas.

Renault Stand at TDA Talatona Centre, Luanda - Angola
The decision of the Board of Directors to recognise in the financial year of 2021 the effects derived from the suspension of the activity of six public contracts in Algeria, taken following a court judgement of last resort handed down on 17 February 2022, by an Algerian court under a lawsuit concerning a partner of Teixeira Duarte - Engenharia e Construções, S.A., whose consequences and impacts were set out above in the Economic and Financial Assessment chapter.
The war situation in Ukraine, which has brought disruptive effects on the normal functioning of product supply chains, both in terms of availability and prices.
Teixeira Duarte envisages the continuity of operations in the different sectors and markets in which it has been operating, even if influenced by the impacts of the Covid-19 global pandemic situation and the fact that the devaluations of countries in which the Group operates decrease the relevance of the activity in euros, as well as the most recent war situation in Ukraine and the various consequences thereof, including those mentioned above.
This notwithstanding, in view of the significance of Construction to the Group's operating revenues, it should be remembered that the Construction Orders Portfolio had an overall value of 1,024,297 thousand euros as at 31 December 2021.
Similarly, it should be reported in this regard that projects anounting to a total of 21,854 thousand euros were awarded contracted after 31 December 2021, which is in addition to the order book ascertained as at 31 December 2021.
For 2022, Teixeira Duarte expects to achieve consolidated operating revenue of around 700 million euros.
The Teixeira Duate Group continues with the purpose of distributing profits to the members of the Board of Directors and employees.
This did not occur in 2021 in Teixeira Duarte, S.A., but this objective was achieved in its subsidiary companies that presented positive individual results. For this purpose, it posted a total of €4,850,000.00 (four million eight hundred and fifty thousand euros) as an expense for the financial period.
The Board of Directors proposes that the net income of "TEIXEIRA DUARTE, S.A." calculated for 2021, of the negative value of €125,858,431.74 (one hundred twenty-five million, eight hundred and four hundred thirty-one euros and seventyfour cents), be transferred to retained earnings.
Lagoas Park, 22 April 2022
The Board of Directors,
Manuel Maria Calainho de Azevedo Teixeira Duarte
Carlos Gomes Baptista
Maria da Conceição Maia Teixeira Duarte
Diogo Bebiano Branco de Sá Viana Rebelo
Isabel Maria Nunes Correia Teixeira Duarte
Miguel Calainho de Azevedo Teixeira Duarte
In compliance with the duties of information to which it is bound due to several different pieces of current legislation, Teixeira Duarte, S.A. hereby presents a list of securities issued by the Companies with which it has a controlling or group relationship, held by members of company boards, as well as all acquisitions, encumbrances or transfers during the amount, the date of the fact and the compensation paid or received:
| Name | Company | Position | Number of shares |
|---|---|---|---|
| José Luciano Vaz Marcos | Teixeira Duarte, S.A. Chairman of the Board of the General Meeting | ||
| José Mário Ferreira de Almeida | Teixeira Duarte, S.A. Vice-chair of the Board of the General Meeting | 3,000 | |
| José Pedro Poiares Cobra Ferreira | Teixeira Duarte, S.A. | Secretary of the Board of the General Meeting | |
| Pedro Maria Calainho Teixeira Duarte | Teixeira Duarte, S.A. | Chairman of the Board of Directors | 42,000 |
| Manuel Maria Calainho de Azevedo Teixeira Duarte | Teixeira Duarte, S.A. | Member of the Board of Directors | 5,030.575 |
| Carlos Gomes Baptista | Teixeira Duarte. S.A. | Member of the Board of Directors | 62,671 |
| Maria da Conceição Maia Teixeira Duarte | Teixeira Duarte, S.A. | Member of the Board of Directors | 3,967,473 |
| Diogo Bebiano Branco de Sá Viana Rebelo | Teixeira Duarte, S.A. | Member of the Board of Directors | 31,160 |
| Oscar Manuel Machado de Figueiredo | Teixeira Duarte, S.A. | Chairman of the Supervisory Board | |
| Ana Cristina Louro Ribeiro Doutor Simões | Teixeira Duarte, S.A. | Member of the Supervisory Board | |
| João Salvador dos Santos Matias | Teixeira Duarte, S.A. | Member of the Supervisory Board | 10 |
| Rui Pedro Ferreira de Almeida | Teixeira Duarte, S.A. | Alternate of the Supervisory Board | |
| Moore Stephens & Associados, SROC, S.A. | Teixeira Duarte, S.A. | Statutory Auditor |
There were no transactions with shares held directly by the Members of the Governing Bodies during the period between 1 January and 31 December 2021.
| Name | Company | Position | Number of shares |
|---|---|---|---|
| José Luciano Vaz Marcos | Teixeira Duarte, S.A. | Chairman of the Board of the General Meeting | |
| José Mário Ferreira de Almeida | Teixeira Duarte, S.A. | Vie-chair of the Board of the General Meeting | 3,000 |
| José Pedro Poiares Cobra Ferreira | Teixeira Duarte, S.A. | Secretary of the Board of the General Meeting | |
| Manuel Maria Calainho de Azevedo Teixeira Duarte | Teixeira Duarte, S.A. | Chairman of the Board of Directors | 5,030,575 |
| Carlos Gomes Baptista | Teixeira Duarte, S.A. | Member of the Board of Directors | 62,671 |
| Maria da Conceição Maia Teixeira Duarte | Teixeira Duarte, S.A. | Member of the Board of Directors | 3,967,473 |
| Diogo Bebiano Branco de Sá Viana Rebelo | Teixeira Duarte, S.A. | Member of the Board of Directors | 31.160 |
| Isabel Maria Nunes Correia Teixeira Duarte | Teixeira Duarte, S.A. | Member of the Board of Directors | 50,000 |
| Miguel Calainho de Azevedo Teixeira Duarte (a) | Teixeira Duarte, S.A. | Member of the Board of Directors | 49,673,026 |
| Oscar Manuel Machado de Figueiredo | Teixeira Duarte, S.A. | Chairman of the Supervisory Board |
| Name | Company | Position | Number of shares |
|---|---|---|---|
| Ana Cristina Louro Ribeiro Doutor Simões | Teixeira Duarte, S.A. Member of the Supervisory Board | ||
| João Salvador dos Santos Matias | Teixeira Duarte, S.A. Member of the Supervisory Board | 10 | |
| Rui Pedro Ferreira de Almeida | Teixeira Duarte, S.A. Alternate of the Supervisory Board | ||
| Moore Stephens & Associados, SROC, S.A. | Teixeira Duarte, S.A. Statutory Auditor |
(a) 1,408,416 shares held directly by the Administrator and by the directly controlled company "MDNVEST - Gestão e Invessal, Lda."
There are no own shares.
In compliance with applicable legal and regulatory provisions, and on information received, TEXEIRA DUARTE, S.A. hereby discloses the list of holders of qualifying stakes in its equity as at 31 December of shares held with the corresponding voting right percentages, calculated under the terms of Article 20 of the Securities Market Code.
| TEIXEIRA DUARTE 1886. S.A. (formerly named TEIXEIRA DUARTE - Sociedade Gestora de Participações Sociais, S.A.) |
at 31.12.2021 | No. of shares as Share capital with right to vote |
|---|---|---|
| Directly | 168 550 000 | 40.13% |
| Through the members of the Board of Directors of "Teixeira Duarte 1886, S.A." (a) | 53 248 164 | 12.68% |
| TOTAL ATTRIBUTABLE | 221 798 164 | 52.81% |
(a) 3,575,138 shares held by the Director António de Azevedo Texeira Duarte, 1,408,416 shares held directly by the Director Miguel Calainho de Azeved Teixera Duarte and 48,264,610 shares held by the directly controlled company "MIDINVEST - Gestão e Investimentos, Sociedade Unipessoal, Lda."
| Miquel Calainho de Azevedo Teixeira Duarte | No. of shares as at 31.12.2021 |
Share capital with right to vote |
|---|---|---|
| Directly | 1 408 416 | 0.34% |
| Through the directly controlled company "MIDINVEST - Gestão e Investimentos, Sociedade Unipessoal, Lda." | 48,264,610 | 11.49% |
| TOTAL ATTRIBUTABLE | 49,673,026 | 11.83% |
This operation was caried out by the controlled company PACM - Gestion was caried out belween the company "MDNVEST - Gestio e Investimentos, Sociedade Unipessoal, Lea." and "Texera Duarte - Societade Gestora de Participações Sociais, S.A." (in which, at the time, Pedro Maria Calainho Texeira Duate and Maria Calainho de Azevedo Texaira Duarte were Directors), who, for every 35 TEXERA DUARTE, S.A. shares aquired, sold 1 share epital. (c) This peration was caried out by the controlled company PACM - Gestio of TEIXERA DUARTE, S.A. sold, received 1 stare representing the share capital of TEIXEIRA DUARTE - Sociedade Gestora de Participações Sociais, S.A.

REPORTS AND ACCOUNTS 2021
The share capital of "Teixeira Duarte, S.A." (hereafter referred to as TD,SA, of the total value of € 210,000,000.00 (two hundred and ten million euros), is totally paid-up and represented by 420,000,000 shares with the nominal value of €0.50 (fifty euro cents) each.
All the shares are ordinary, book entry, registered and listed for trading in regulated markets (EURONEXT LISBON). The shares belong to a single category, each corresponding to one vote, and there are no shares with special rights or duties.
According to the ascertained items, the share capital of TD,SA were distributed among a total of 4,166 shareholders as follows at the end of 2021:
There are no restrictions to the transferability of shares, namely clauses of consent for disposal or limits to the ownership of shares.
There are no own shares.
TD,SA is not party to significant agreements that could terminate in the event of control of the Company, with the exception of situations provided for in financing contracts, according to normal market practice, some of which provide for the financial institution requesting early repayment in the event of a change of control of the Company.
These financing contracts are not likely to harm the economic interest in the shares, due to their conditions and characteristics.
It should also be noted that TD,SA does not adopt any measures that have the effect of requiring payments or the assumption of charges by the Company in the event of a transition of change in composition of the board of directors, nor measures that could affect the free transferability of shares and the free appraisal by shareholders of the management body.
TD,SA has no provisions in its Articles of Association and defensive measures that limit the number of votes that may be held or exercised by a single shareholder, acting individually or in concert with other shareholders.
As far as the Company knows, as at 31 December 2021, there were no agreements between shareholders, namely those which might lead to restrictions on matters relative to the transfer of securities or voting rights.
It is hereby informed that, as at 31 December 2021, the owners of qualifying holdings, calculated in accordance with Article 20 of the Securities Market Code, in compliance with Article 8(1)(b) of CMVM Regulation 05/2008, were as follows:
| TEIXEIRA DUARTE 1886. S.A. (formerly named TEIXEIRA DUARTE - Sociedade Gestora de Participações Sociais, S.A.) |
at 31.12.2021 | No. of shares as Share capital with right to vote |
|---|---|---|
| Directly | 168 550 000 | 40.13% |
| Through the members of the Board of Directors of "Teixeira Duarte 1886, S.A." (a) | 53 248 164 | 12.68% |
| TOTAL ATTRIBUTABLE | 221 798 164 | 52.81% |
| Miguel Calainho de Azevedo Teixeira Duarte | No. of shares on 31.12.2021 |
Share capital with right to vote |
|---|---|---|
| Directly | 1 408 416 | 0.34% |
| Through the directly controlled company "MIDINVEST - Gestão e Investimentos, Sociedade Unipessoal, Lda." | 48,264,610 | 11.49% |
| TOTAL ATTRIBUTABLE | 49,673,026 | 11.83% |
| No. of shares on | Share capital | |
| IDS Value, Lda. | 31.12.2021 | with right to vote |
| Directly | 10 999 820 | 2.62% |
| TOTAL ATTRIBUTABLE | 10 999 820 | 2.62% |
| João Afonso Calainho de Azevedo Teixeira Duarte | No. of shares on 31.12.2021 |
Share capital with right to vote |
| Directly | 10 266 363 | 2.44% |
| TOTAL ATTRIBUTABLE | 10 266 363 | 2.44% |
TD,SA presents below a list of securities issued by companies with which it is in a controlling or group relationship, held by members of the governing bodies, as well as all acquisitions, encumbrances or transfers during the 2021 financial year, specifying the amount, the date of the event and the consideration paid or received.
| Name | Company | Position | Number of shares |
|---|---|---|---|
| José Luciano Vaz Marcos | TD.SA | Chair of Board of the General Meeting | |
| José Mário Ferreira de Almeida | TD.SA | Vice-chair of Board of the General Meeting | 3,000 |
| José Pedro Poiares Cobra Ferreira | TD,SA | Secretary of Board of General Meeting | |
| Pedro Maria Calainho Teixeira Duarte | TD,SA | Chair of Board of Directors | 42,000 |
| Manuel Maria Calainho de Azevedo Teixeira Duarte | TD.SA | Member of Board of Directors | 5,030,575 |
| Carlos Gomes Baptista | TD.SA | Member of Board of Directors | 62,671 |
| Maria da Conceição Maia Teixeira Duarte | TD,SA | Member of Board of Directors | 3,967,473 |
| Diogo Bebiano Branco de Sá Viana Rebelo | TD.SA | Member of Board of Directors | 31.160 |
| Oscar Manuel Machado de Figueiredo | TD.SA | Chair of Supervisory Board | |
| Ana Cristina Louro Ribeiro Doutor Simões | TD.SA | Member of Supervisory Board | |
| João Salvador dos Santos Matias | TD.SA | Member of Supervisory Board | 10 |
| Rui Pedro Ferreira de Almeida | TD.SA | Alternate of Supervisory Board | |
| Moore Stephens & Associados, SROC, SA | TD.SA | Statutory Auditor |
There were no transactions with shares held directly by the Members of the Governing Bodies during the period between 1 January and 31 December 2021.
| Name | Company | Position | Number of shares |
|---|---|---|---|
| José Luciano Vaz Marcos | TD,SA | Chair of the Board of the General Meeting | |
| José Mário Ferreira de Almeida | TD.SA | Vice-chair of Board of the General Meeting | 3,000 |
| José Pedro Poiares Cobra Ferreira | TD,SA | Secretary of Board of General Meeting | |
| Manuel Maria Calainho de Azevedo Teixeira Duarte | TD,SA | Chair of Board of Directors | 5,030,575 |
| Carlos Gomes Baptista | TD,SA | Member of Board of Directors | 62,671 |
| Maria da Conceição Maia Teixeira Duarte | TD,SA | Member of Board of Directors | 3,967,473 |
| Diogo Bebiano Branco de Sá Viana Rebelo | TD.SA | Member of Board of Directors | 31.160 |
| Isabel Maria Nunes Correia Teixeira Duarte | TD.SA | Member of Board of Directors | 50,000 |
| Miguel Calainho de Azevedo Teixeira Duarte (a) | TD,SA | Member of Board of Directors | 49,673,026 |
| Oscar Manuel Machado de Figueiredo | TD.SA | Chair of Supervisory Board | |
| Ana Cristina Louro Ribeiro Doutor Simões | TD,SA | Member of Supervisory Board | |
| João Salvador dos Santos Matias | TD.SA | Member of Supervisory Board | 10 |
| Rui Pedro Ferreira de Almeida | TD.SA | Alternate of Supervisory Board | |
| Moore Stephens & Associados, SROC, SA | TD,SA | Statutory Auditor |
Under the TD,SA's Articles of Association, the Board of Directors is granted special powers to:
· Resolve that the Company participate in the incorporation, subscribe capital, assume interests in or take part in other companies, undertakings, complementary groups or associations of any kind and cooperate, collaborate or enter into consortia with any other entities, as well as provide technical administration and management services, or human and financial resource services to subsidiary companies with which it has entered into a contract of subordination (Article 4); and
There are no significant business relations between the holders of qualifying stakes and the company.
Under the terms of Article 14 of TD,SA's Articles of Association, the Board of the General Meeting consists of a Chairperson, a Vicechairperson and by the Company's Secretary. It currently consists of the following members:
Chairman: José Luciano Vaz Marcos Vice-Chairman: José Mário Ferreira de Almeida Secretary: José Pedro Poiares Cobra Ferreira
All of the identified members of the General Meeting Board were elected at the General Meeting of 27 May 2019, to serve on that body for the 2019/2022 four-year period.
There are no restrictions on voting rights, specifically limitations on exercising of voting rights depending of a number or percentage of shares; in terms of the time imposed for exercising voting rights, the only limitations are those set out below for the case of postal voting.
TD,SA has not established any type of system to highlight equity rights or mechanisms that have the effect of causing a mismatch between the right to receive dividends or to subscribe to new securities, and the voting rights of each common share.
It should also be noted that TD,SA discloses, within the applicable legal periods, and in all places imposed by law, the call for General Meetings, together with the proposed resolutions and preparatory information. This is all done to guarage the participation of shareholders, either in person or through representatives appointed by them, in the General Meetings.
According to the contents of Article 13 of the Articles of Association, those who, on the date of registration, corresponding to midnight (GMT) of the 5th trading day prior to the Meeting, hold shares giving them at least one vote may participate in the General Meeting and discuss and vote therein.
Each share, under the conditions referred to above, corresponds to one vote. Although Articles of Association provide for the existence of non-voting shares, these do not exist.
For the exercise of the right to vote by correspondence and for the procedures indicated in the Articles of Association, the Company has implemented the indispensable means for the necessary forms on its website and at its head office, namely drafts of letters and the voting ballot, as well as instructions for their completion.
Although it acknowledges that the use of new technologies enhances the exercise of shareholder rights. TD.SA believes that there are very significant specific security requirement to the electronic voting process, particularly regarding the technical resources necessary to verify the authenticity of the corresponding voting declarations and to guarantee the integrity of their contents. It also acknowledges the high level of security and operational reliability necessary to receive the aforementioned declarations.
Additionally, TD,SA has never received any request for the implementation of this system, nor any noticipating in the General Meetings or in exercising voting rights.
The above consideration, along with the fact that TD,SA's general meetings traditionally have a very high representation of share capital, are the reason why the Company did not consider it advantageous to implement the right to vote by electronic means.
In 2021, TD,SA held two General Meetings: the Company's Annual General Meeting, on 24 May 2021, and an Extraordinary General Meeting, on 8 October 2021, to deliberate on the Board of Directors, including the appointment of the new Chairman of the Board of Directors, as well as to deliberate on the replacement of a member of the Remuneration Committee.
Both General Meetings were held in person and by telematic means. In effect, due to the public health emergency situation caused by the Covid-19 disease, the company decided to provide audio and video access, via the Internet, to be viewed remotely. It should be noted that at both General Meetings, no person requested the use of this medium, and their representatives chose to be physically present at the meeting, as usual.
In this context, TD,SA considers that it fully guaranteed the participation of shareholders at General Meetings, even in the event that they are unable to attend, either through postal voting or through the existing mechanisms of representation, and that the adopted model promotes and encourages the participation of shareholders in General Meetings. The company is prepared to promote remote participation in situations where this is justified, using telematic means for this purpose.
The Articles of Association of TD,SA do not stipulate a maximum number of voting rights that may be exercised by a single shareholder (individually or in concertation with other shareholders which are engaged in any of the relations referred to in Article 20(1) of the Securities Market Code.
There are no provisions in the Articles of Association that impose quorums of qualified majorities for resolutions on certain matters by shareholders, without prejudice to legal provisions that, in certain cases, may require qualified majorities or establish other forms of expiry of proposals.
(Board of Directors, Executive Board of Directors and General and Supervisory Board)
Ever since its incorporation on 30 November 2009, Teixeira Duarte, S.A. has adopted a Corporate Governance model known as the "strengthened Latin" model, with its governing bodies being and its respective board, two independent oversight bodies: the Supervisory Board and the Audit Firm.
It is important to note the existing collaboration between all these structures of the Group, as well as the advartages arising from these synergies, reflected in the privileged and effective manner of the achievement of objectives perceived by all as collective.
The adopted corporate model fully complies with the objectives that served as a basis, namely ensuring that TD,SA mains good levels of operation and efficiency as each governing body performs its functions both in conjunction with others. Therefore, this corporate model is appropriate for the modus operandi of TD,SA, for its structures and for members of the governing bodies, specifically the members of the Board of Directors.
Members of the management body of TD,SA are elected at the General Meeting by a list system, for four years, coinciding with the company's financial years, and they may be re-elected one or more times, under the legally established terms and they are deemed sworn in as soon as they are elected, without depending on any further formalities.
Under the special election rules established in the Law, TD,SA adopted the systems which enables a Director to be elected amongst the persons proposed in lists which are undersigned and presented by groups of shareholders, provided that none of these groups own shares representing more than twenty percent and less than ten percent of the share capital. Pursuant to this choice, any Director elected in this manner automatically replaces the one last on the list who would have fallen due in the Directors.
The Articles of Association establish the number of consecutive absences from meetings per term of office at five, without justification accepted by the Board of Directors, which lead to a situation of permanent absence of a Director, with the other consequences established in the Law.
The Articles of Association do not provide for any alternate Director and do not establish any specific rule for the substitution of members of the Board of Directors. Therefore, the general regime established in the Commercial Companies Code on this matter is applicable. This means that the Board of Directors may substitute a Director who ceases to perform duties for any of the reasons stipulated in the law, namely due to resignation or accumulation of absences, and under the applicable terms and conditions, the corresponding co-optation is carried out, which must be ratified at the next General Meeting.
The procedural and material requirements applicable to the appointment and replacement of members regarding of the Board of Directors shall safeguard gendersity, diversity, diversity of qualifications and diversity of professional backgrounds, as provided for in Article 29-H(q) of the Securities Code, as amended by Law 99-A/2021 of January 31.
In effect, in recognition of the advantages of diversity in the composition of its Management and Supervisory in terms of age, gender, qualifications and professional background, at the General Meeting of 26 May 2018, TA, SA approved its Diversity Policy, which is currently in force and sets out criteria for the selection and appointment of the Company's governing be Board of Directors) and which is disclosed here, in accordance with the provisions of Article 29-H of the Securities Market Code, as worded by Decree-Law 99-A/2021 of 31 December:
TEIXEIRA DUARTE, SA recognises the advantages derived from the composition of its Management and Supervisory Bodies, namely in terms of age, sex, qualifications and professional background.
Such benefits result mainly from the enrichment of management models, from a greater efficiency in the evaluation and decision-making processes by weighing different perspectives, taking advantage of the plurality of knowledge, experiences of the members of those social bodies.
At the same time, respect for these differences shows the Human Resources structure of the business Group led by TEIXEIRA DUARTE, SA. through the valorisation of skills and diverse competencies, making the Company itself a reflection of the community in which it is present and of the various markets and sectors in which it operates.
This "Diversity Policy of the Management and Supervisory Bodies of Teixeira Duarte, SA" was prepared taking into account, in addition to the applicable legal provisions, the historical reality of the entire TEIXEIRA DUARTE Group, which it operates.
Having said this, it is hereby clarified that although diversity in the above terms is an important criterion, it is not an absolute one, nor is it superimposed on others considered to the sustainable development of the activity of the Company and the Group and to the simultaneous compliance with applicable legal regulations.
The privileged criterion for the selection and appointment of the Board of Directors of the top company of the Teixeira Duarte Group - currently Teixeira Duarte, SA - has been to focus on (i) executive members and therefore linked to the Group's activity; and, within these (i) those which have been designated internally as "household persons"; a focus of the identification with the same values, with a shared history and that privileges this connection more idiosyncratic than the choice of an outside expert in any sector of activity, market of action, or corporate area.
That is why now all members of the board of directors have more than twenty-five years in the Teixeira Duarte Group, as well as many of the members of the Group's Senior Management.
For this reason, it is understood that all the commitments to be undertaken and the implemented should take into account the one that has been the privileged criterion for the selection and appointment of the Board of Directors, as well as their adequacy to the activities developed by the Corporate Group that Teixeira Duarte, SA leads, and to the realities of the markets and sectors in which it operates.
It is in this context that Teixeira Duarte, SA undertakes to make its best efforts to promote diversity in the Board of Directors, namely through:
Pursuant to the corporate model in force at Teixeira Duarte, SA, the Supervisory Board and the Audit Firm.
As the Audit Firm is not a collegiate body by nature, and therefore does not include a plurality of members, this body is excluded from this "Diversity Policy of the Management and Supervisory Bodies of "Teixeira Duarte, SA".
The Supervisory Board is currently composed of three permanent members and one alternate, undertaking the following commitments to promote the diversity of its composition:
Under the provisions of Articles of Association, the Board of Directors of TD,SA shall consist of a minimum of five and a maximum of eleven members.
When electing this Board, the General Meeting of TD,SA shall determine the number of Directors who, within these imits, shall sit on it in each term of office and shall appoint, from among them, the member who shall act as Chairperson.
Under the terms of Article 10(2) of the Articles of Association, the members of the governing bodies are elected for periods of four years, as noted above.
At the beginning of 2021, the Board of Directors consisted of five members, all of whom were permanent, with a Chairman and four members:
Pedro Maria Calainho Teixeira Duarte
Manuel Maria Calainho de Azevedo Teixeira Duarte Carlos Gomes Baptista Maria da Conceição Maia Teixeira Duarte Diogo Bebiano Branco de Sá Viana Rebelo
Following the letter of resignation presented by Pedro Maria Calainho Teixeira Duarte on 31 May 2021 and the Extraordinary General Meeting held on 8 October 2021, Isabel Maria Nunes Correia Teixeira Duarte and Miguel Calainho de Azevedo Teixeira Duarte were elected as Directors and appointed as Chairman of Directors of Manuel Maria Calainho de Azevedo Teixeira Duarte, to exercise these functions until the end of the current term (2019/2022).
The current Board of Directors is thus composed of 6 members, all permanent, with a Chairman and five members:
Manuel Maria Calainho de Azevedo Teixeira Duarte
Carlos Gomes Baptista Maria da Conceição Maia Teixeira Duarte Diogo Bebiano Branco de Sá Viana Rebelo Isabel Maria Nunes Correia Teixeira Duarte Miguel Calainho de Azevedo Teixeira Duarte
The former Chairnan of the Board of Directors, Pedro Maria Calainho Teixeira Duarte, was appointed for the first time when the Company was formed on 30 November 2009, to perform duties in the 2009/2010 term of office. He was then successively re-elected for the 2011/2014, 2015/2018 and 2019/2022 terms of office, and left office following his resignation on 30 June 2021.
The current Chairman of the Board of Directors Manuel Maria Calainho de Azevedo Teixeira Duarte and Director Carlos Gomes Baptista were appointed for the first time when the Company was formed, on 30 November 2009, to perform duties during the 2009/2010 term of office. They were then successively re-elected for the 2015/2018 and 2019/2022 terms of office. On 8 October 2021, Manuel Maria Calainho de Azevedo Teixeira Duarte was appointed Chairman of the Board of Directors to perform duties until the end of the term of office in course.
The Director Maria da Conceição Maia Teixeira Duarte was elected for the first time at the General Meeting of 27 May 2019, to perform duties during the 2019/2022 term of office.
The Director Diogo Bebiano Branco de Sá Viana Rebelo was elected for the General Meeting held on 20 May 2011, to perform duties during the 2011/2014 term of office and was elected at the General Meeting of 26 June 2015/2018 term of office, having then been re-elected at the General Meeting of 27 May 2019/2022 term of office.
The Director Isabel Maria Nunes Correia Teixeira Duarte was elected for the General Meeting of 8 October 2021, to perform duties up to the end of the 2019/2022 term of office.
The Director Miguel Calainho de Azevedo Teixeira Duarte was elected for the General Meeting of 8 October 2021, to perform duties hold office up to the end of the 2019/2022 term of office.
The current Board of Directors of TD,SA, arising from the recomposition decided at the General Meeting held on 8 October 2021, includes two women, who represent 33.33 % of the Board of Directors in office. Therefore, TD,SA meets the gender balance criteria and requirements for the members of the Board of Directors.
The members of the Board of Directors of TD,SA have executive duties in this area, considering that there are no non-executive directors, since they all perform duties inherent to their position in a company of the Group, manages its holdings and appraises the respective actions while not taking direct decisions or exercising management powers over the activities of these entities.
Being top, it manages investments, coordinates and supervises integrated with its Business Group, acting essentially in the fields of strategic and organisational planning.
It should be noted in this regard that some members of the Board of Directors and positions in other entities of the Group, for which they exercise the direction and management powers with proximity in their performance, which facilitates the Board of Directors of TD,SA have timely knowledge of the reality of the Economic Group, enabling this Council to intervene in support of the management of these subsidiaries, including the definition of transversal policies, namely in the financial field, which is achieved globally taking into account the complementary strengths of each of the members of this Council.
TD,SA has chosen to maintain all its Directors in executive duties which would have been entrusted to any non-executive Directors - namely regarding supervision, monitoring and assessment of the executive members - are adequately carried out by the Supervisory Board, Remuneration Committee and General Meeting pursuant to the corporate purpose of TD, SA.
With regard to the independence of its members, even if under the law the Director Miguel Calainho de Azevedo Teixeira Duarte is not considered independent, the Board of Directors considers that none of its members is in circumstances likely to affect its exemption from analysis or from decision.
Furthermore, the complete indepence and absence of incompatibilities of members of the Supervisory Board allows them to participate in an impartial and useful manner in the supervision of Company activity. Not only from an accounting point of view - where the Audit Firm intervenes regularly - but also from a policy perspective, in this and soope to safeguard essential compliance with current legislations, all with a view to ensuring continuous transparency and compliance with adequate levels of disclosure of information to the market, in general, and particularly to the General Meeting.
In effect, the Statutory Auditor collaborates with the Supervisory Board and immediately information about any relevant irregularities that may be detected, as well as any difficulties encountered in the performance of its duties.
It follows from the above that there is an adequate relationship bodies, not just between the Audit Firm and the Supervisory Board, that hold periodic meetings, but also between these bodies and the Board of Directors always provide the information requested by other members of governing bodies in a timely and useful manner, and all are provided with any essential elements and documents for analysis and decision-making on matters for which they are responsible while performing their respective duties.
It should also be noted that, in compliance with the principle of close cooperation between the Chairperson of the Supervisory Board and the Statutory Auditor's representative are invited to all to approve the Board of Directors' financial statements, being sent copies of the call notices and minutes of all the meetings of that body.
This body sends copies of notifications and minutes of them. These tasks are performed, through indication of the Chairman of the Board of Directors, by the Company Secretary who delivers copies of the Board of Directors meetings to the Chairman of the Supervisory Board, after they have been duly signed.
In view of the corporate model that has been adopted, and the composition and operating methods of its goesifically the executive nature of the Board of Directors under the aforementioned framework, and the independence of the Supervisory Board and the Audit Firm, without delegation of powers and duties between them or to other committees - in view of Recommendations III2 and III.3 - that the appointment of non-executive members to hold positions would not bring significant added value to the good operation of the model that has been adopted, which has proved to be adequate and efficient.
This justifies TD,SA's choice to not have non-executive members of the Board of Directors for monitoring, supervising and assessing the activity of the other members of the body, as set out in Recommendations III.2 and III.3, as the effective capacity of the supervisory bodies to critically and impartially monitor, supervise and assess the activity of the executive directors is guaranteed.
It should be added that, despite the fact that the chairman of the board of directors performs executive functions, as there are no nonexecutive Directors, the provisions of Recommendation II.1 do not apply to TD,SA. This recommendation states that, if the chair of the board of directors has executive functions, this body must an independent director from among its members, to ensure that the work of the other non-executive members is coordinated, and to create conditions to made decisions in an independent and informed manner, or find another equivalent mechanism to ensure that this coordination takes place.
Licentiate degree in Law from the "Faculdade de Direito da Universidade de Lisboa", in 1989.
Appointed for the first time in 2009, when the company was incorporated, he was elected in 2019 to perform duties for the 2019/2022 term.
Furthermore, it should be noted that he has been a Director of the Group's leading listed company since 2005 (which was "Teixeira Duarte - Engenharia e Construções, SA until 2010").
Lawyer/legal adviser with his own office from 1989 to 1996.
Director of "TDF - Sociedade Gestora de Investimentos Imobiliário, SA", from 30.06.1992 to 22.04.2005, with supervision and control over investment decisions, within the sope of competences assigned to Board of Directors members by the Companies Code and the Company's Articles of Association, as well as concerning relations with the Portuguese Securities Market Commission (CMVM).
He has been part of the staff of the Teixeira Duarte Group since 1993, acting as a legal adviser and manager in various companies, in particular in the real estate sector.
He has been a member of the governing bodies of many Teixeira Duarte Group companies. In April 2005 he also became a member of the Board of Directors of the Group's listed parent company - "Teixeira Duarte- Engenharia e Construções, SA" at the time, and currently TD,SA.
Since 6 May 2019, he has been Chairman of the Board of Directors of the two sub-holding companies of the Teixeira Duarte Group, Teixeira Duarte - Engenharia e Construções, SA and Teixeira Duarte - Gestão de Participações e Investimentos Imobiliários, SA. Since 8 October 2021, he was appointed to the position of Chairman of the Board of Directors of TD, SA.
On several occasions and since 1991, he served mandates as a member of the Board of Directors of the company currently called Teixeira Duarte 1886, SA - a company owned by members of the Teixeira Duarte family to which a 50% stake in the capital of TD,SA is attributed - and of which he was Director from 2011 to 11 April 2019.
BSc in Engineering from "Instituto Industrial de Lisboa", in 1973.
Appointed for the first time in 2009, when the company was incorporated, he was last elected in 2019/2022 term.
Furthermore, it should be noted that he has been a Director of the Group's since 2005 (which was "Teixeira Duarte - Engenharia e Construções, S.A." until 2010).
In November 2013, he ceased to be a member of the Board of Directors of "Teixeira Duarte - Engenharia e Construções, SA", a position to which he was again elected in 2018.
His career includes, in particular, employment at "M.S.F., SA", where he was Head of Services from 1975 to 1979, collaborating in various works, namely of hydraulic nature (pipeline and dam SA"
He entered into "Teixeira Duate - Engenharia e Construções, SA" in February 1980, as Site Manager in the area of buildings, at that time referred to as "Civil Construction".
From 1982 to 1983, he was on assignment in Venezuela where he monitored various building contract works for housing and offices.
Back in Portugal, he was appointed to the Director in 1984, with responsibilities in a large number of enterprises in the areas of tourism, roads, housing, buildings, and especially for banking entities.
In 1989 he was appointed to the position Centre Director, and in 1992 Director of the Operating Centre of what was, at that time, referred to as the "Civil Construction" area, where he was coordinator from 1998 to 2005, when he was appointed director of "Teixeira Duarte - Engenharia e Construções, SA", until November 2013.
Does not perform any professional activity or hold any position outside the Teixeira Duarte Group.
Holder of a degree in Agronomy, with a specialty in Phytopathology, from the Higher of Agronomy of Lisbon Technical University (1981).
Masters in Plant Production from the Higher Institute of Agronomy of Lisbon Technical University (1989).
Appointed for the first time to the position of Director of TD,SA by resolution of the General Meeting of 27 May 2019, to perform duties for the 2019/2022 term of office.
It should also be noted that he held the position of Member of the company currently called Teixeira Duare 1886, SA, during various terms and until April 2020.
From May 2011 to May 2019, she was a Member of the Remuneration Committee of "Teixeira Duarte -Engenharia e Construções, SA".
Licentiate degree in Civil Engineering from "Instituto Superior Técnico", in 1992.
Appointed to the position for the first time in 2011, by a General Meeting decision, he was last elected in 2019 to perform duties for the 2019/2022 term.
He worked at "PROFABRL, SA" as a Design Engineer in the Buildings Division, participating in reinforced concrete structure projects from October 1992 to May 1993.
From October 1993 to November 1999, he was a member of the "Texeira Duarte - Engenharia e Construções, SA" teams in the Buildings Operating Centre, at that time referred to as Civil Construction, performing the Manager and Site Manager of various works in SA"
From November 1999 to May 2011, he was a member of the Teixeira Duarte Group, being responsible for the technical area with duties in the development of realbility analysis, design of real estate solutions, project coordination, contract work coordination of related marketing products, management of rented assets and cordination of sales teams
His responsibility included all the segments of the sector, from residential to offices, commercial spaces, health and leisure, industry/logistics and car parks, as well as dedication to the expansion of spaces allocated to other activities of the Group, especially Construction, Hospitality, Distribution and the Automotive sector.
In 2010 he also started to coordinate the Group's action in the Distribution and Automotive sectors (the latter until July 2021), and in May 2011 he was elected Director of the leading listed company of the Teixeira Duarte Group, TD,SA.
Does not perform any professional activity or hold any position outside the Teixeira Duarte Group.
Law Degree, Faculty of Law - School of Lisbon, Universidade Católica Portuguesa since 2010.
LL.M. Law in a Euopean and Global Context, Faculty of Law, Universidade Católica Portuguesa, with exchange at Duke University School of Law, North Carolina, USA. (2011).
Master in Private Law, Faculty of Law - School of Lisbon, Universidade Católica Portuguesa (2015).
PhD student in Private Law, Faculty of Law – Escola de Lisboa, Universidade Católica Portuguesa (since 2017).
The fact that she practiced law at the law firm Cuatrecasas, Gonçalves between 2013 and 2016 stands out, as well as the fact that she has been a professor at the Faculty of Law – Escola de Lisboa, Universidade Católica Portuguesa since 2016, and member of the Coordination Council of the Catholic Research Centre for the Future of Law since 2018.
She is the author of several scientific articles published in speciality books and journals.
Degree in Decisional Systems Engineering - Cocite - Cooperative of Advanced Management and Informatics Techniques C. R. L. in 1995, later called the Higher Institute of Informatics and Management.
Post-Graduation in Finance - Faculty of Economics, Universidade Nova de Lisboa in 2005.
Completion of the Graduate Programme in Accounting at ISCTE in 2006.
Business Management Programme (PDE) - AESE in June 2002.
In the Teixeira Duarte Group: from 1988 to 1992 he was responsible for computerisation in the real estate and hospitality sectors. Between January 1992 and March 2002, he was commercial director of the real estate sector.
In March 1998 and until March 2002, he was Director of "Gedoisis – Sociedade de Investimento Imobilário SA.
Between January 2002 and June 2013, he was director of "Cimile – Sociedade Gestora de Participações Sociais SA" and in April 2014 he was elected director of "Verdadobjectiva SA", a position he holds until the present date;
He is also the administrator of "Ramo Verde - Exploração Florestal, Ltda" from March 2018 to the present date.
He is the manager of the company "Midinvest, Gestão e Investimentos, Sociedade Unipessoal Lta." from January 2009 to the present date, having been director of "Midinvest Brasil Ltda." from September 2017 to November 2019.
He has been a member of the Board of Directors of Noronha Sanches - Investimentos Incobiliários SA since November 2020 to date.
In October 2021, he was elected Director of the top listed company of the Teixeira Duarte, SA", continuing to exercise these functions under the term ending in 2022.
In April 2019, he was elected Member of the Board of Directors of the company currently called "Teixeira Duarte 1886, SA" - a company owned by members of the Teixeira Duarte family to which a stake of more than 50% in the capital of TD,SA is charged – and continues to perform these duties under the term of office that ends in 2022.
The Chairman of the Board of Directors Manuel Maria Calaina Duarte is the cousin of shareholder Miguel Calainho de Azevedo Teixeira Duarte and cousin of shareholder João Afonso Calainho de Azevedo Teixeira Duarte.
Director Maria da Conceição Maia Teixeira Duarte is the cousin of shareholder Miguel Calainho de Azevedo Teixeira Duarte and cousin of shareholder João Afonso Calainho de Azevedo Teixeira Duarte.
Director Isabel Maria Nunes Correia Teixeira Duarte is the niece of shareholder Miguel Calainho de Azevedo Teixeira Duarte and niece of shareholder João Afonso Calainho de Azevedo Teixeira Duarte.
The Director Miguel Calainho de Azevedo Teixeira Duarte holds 100% of the shareholder "MIDINVEST — Gestão e Investimentos, Sociedade Unipessoal Lda.", is a member of the Board of "Teixeira Duarte 1886, SA" and is the brother of shareholder João Afonso Calainho de Azevedo Teixeira Duarte.
Regarding the remaining members of the Board of Directors, we disclose that none of them maintain habitual and significant family, professional or business relations, with shareholders who may be imputed a qualifying holding greater than 2% of the voting rights.
The Articles of Association of the Competence of each of the governing bodies, namely in Articles 12 (General Meeting), 19 (Board of Directors) and 23 (Supervisory Board and Audit Firm).
There is no distribution or delegation of competence by any of the Board of Directors, to any specific committees or commissions, in particular an Executive Committee.
The members of the Board of Directors respect the general duties of diligence, care and loyalty, taking management decisions in a critical and impartial manner, always in the interest of the Company.
It is therefore the responsibility of the Board of Directors to ensure that the Company acts in accordance with its objectives, so this body does not delegate powers with regard to i) definition of the company's strategy and main policies; ii) organisation of the corporate structure; iii) matters that should be considered strategic due to their value, risk and special characteristics.
The organisational structures of the Group, identified in the following organisational chart, are integrated into the Group's main subholding companies: Teixeira Duarte - Engenharia e Construções, SA (TD-EC) and Teixeira Duarte - Gestão de Participações e Investimentos Imobiliários, SA (TDGPI), whose respective Supervision will be the responsibility of the directors of these two subholdings, without prejudice to the direct articulation with the Board of Teixeira Duarte, SA regarding the relevant matters within the scope of the Corporate Area.
| AREA CORPORATIVA | SETORES DE ATIVIDADE | |||
|---|---|---|---|---|
| Auditoria Interna | Construção | Concessões e Serviços | ||
| Contabilidade | ||||
| Finanças | Geotecnia e Fundações | Cofragens e Pré-Esforço | Facilities Management | |
| Inovação | Edificações | Projetos | Educação | |
| Jurídicos | Infraestruturas | Aprovisionamentos | ||
| Processos Partilhados | Metalomecânica | Gestão de Equipamento | Imobiliária | |
| Recursos Humanos | Obras Subterrâneas | Sistemas de Gestão | Hotelaria | |
| Societário e Corporativo | Obras Ferroviárias | Logística das Propostas | Distribuição | |
| Sustentabilidade | Laboratório de Materiais | |||
| Tecnologias de Informação | Automóvel | |||
Considering the corporate model that has been selected, the Board of Directors and its scope of activities as described in section 18, the fact that the competences and responsibilities of this body cannot be delegated to any others, not even specialised committees or departments, that the Board of Directors operates is very simple, as well as the fact that the number of members that make up this body is not large or sufficient to justify the stipulations, of additional operating rules, TD,SA has not adopted any operating regulations in the provisions relating to the operation and organisation of the Board of Directors that result from the Company's Articles of Association and applicable legislation.
The individual competence of each member is established by decision of the actual Board of Directors and their interaction is maintained in a regular form under the legally stipulated terms and considered sufficient for this purpose.
Detailed minutes of the meetings of the Board of Directors and the other governing bodies of TD,SA are always drawn up.
Although this is not established in the Articles of Association or in any other specific mechanism, it is guaranteed that, within the limits of the applicable legislation, the members of the management and supervisory bodies are permanently ensured access to all company information and employees for the company's performance, situation and development prospects, specifically including minutes, the documentation supporting decision-making, the call notices and files of meetings of the Board of Directors, without prejudice to access to any other documents or persons from whom clarifications may be requested.
Without prejudice to the above, TD,SA currently has a "Code of Ethics and Conduct of the Teixeira Duarte Group", which is mandatory for all of the respective Directors. However, no part of this code contains regulatory provisions for the operation of governing boties or other relevant bodies in this area: https://www.teixeiraduarte.pt/codigo-de-etica/
During 2021, the Board of Directors of TD,SA held 23 meetings.
For all due purposes, it is disclosed that the attendance of this Board was as follows:
The former Chairman of the Board of Directors, Pedro Maria Calainho Teixeira Duarte, participated in all the date on which he submitted a letter of resignation from the position of Chairman of the Board of Directors.
The current Chairman of the Board of Directors Manuel Maria Calainho de Azevedo Teixeira Duarte participated in all 23 meetings of this body.
Director Carlos Gomes Baptista participated in all 23 meetings of this body.
Administrator Maria da Conceição Maia Teixeira Duarte participated in all 23 meetings of this body.
Director Diogo Bebiano Branco de Sá Viana Rebelo participated in 22 of this body and was represented by the Chairman of the Board of Directors at the only meeting in which he was not present.
Director Isabel Maria Nunes Correia Teixeira Duarte participated in all 9 meetings of the Board of Directors held after her election (at the General Meeting held on 8 October 2022).
Director Miguel Calainho de Azevedo Teixeira Duate participated in all 9 meetings of the Board of Directors held after his election (at the General Meeting held on 8 October 2022).
The competent body for assessing the Company's Directors is the General Meeting which, under the terms of Article 376(1) of the Commercial Companies Code, conducts an annual review of the Company's administration and supervision.
The Supervisory Board monitors, under the established in this document, the action of the Board of Directors, ensuring compliance with a series of matters and issuing an the annual report and accounts which is submitted to the appraisal of the shareholders at the General Meeting.
Moreover, the Remuneration Committee assesses the activity developed by each Director for the purpose of establishing the respective remuneration, based on the remuneration policy approved at the General Meeting.
It is also report that, due to the organisational model established between the various corporate codes, it was not deemed iustified to create another Committee, in addition to the Remunerations Committee, for the purpose of ensuring a competent and independent assessment of the performance of the Directors and its own overall performance.
Indeed, in view of the adopted model and the structure and composition of the Governing Bodies, these duties are explicity entrusted to the General Meeting, Supervisory Board and Remuneration Committee, under the terms indicated above.
Likewise, for the same reasons, it is understood that there is no justification for creating another Committee to reflect on the governance system, structure and practices that have been adopted, to verify their effectiveness and propose to the measures to be executed, in view of their improvement.
These duties are performed by each of the Governing Bodies, which are able to identify any constraints and difficulties they may have encountered. They also cooperate with each other on the adopted corporate governance model, reporting and overcoming any possible operation and interconnection difficulties.
Ultimately, the overall assessment of the governing bodies is always entrusted to the shareholders at the General Meeting.
There are no predefined criteria for the assessment of the Executive Directors.
In effect, all Directors are assessed according to their respective performance during the year, based on objectives that are set and achieved for each financial vear, the Company's results and several other diverse nature and changes over the years, should not be exhaustive but rather adaptable to the circumstances of each specific situation, based on the Remunerations Policy that is approved annually by the General Meeting.
On this issue, see the remuneration policy of the governing bodies, reproduced below in point 69.
All members of the Board of Directors have adequate availability to perform the duties inherent to the position they hold in TD,SA, as the Group's parent company, which manages its holdings and appraises its respective actions, but does not take direct decisions or exercise management powers over the activities of these entities.
In this regard, it should be mentioned that:
As at 31 December 2021 he held no positions in other companies.
As at 31 December 2021 he held no positions in other companies.
Director: Diogo Bebiano Branco de Sá Viana Rebelo
As at 31 December 2021, he held the following positions in other companies of the Teixeira Duarte Group:
As at 31 December 2021, he held the following positions outside the Teixeira Duarte Group:
As at 31 December 2021, he held the following positions outside the Teixeira Duarte Group:
Considering the number of members of the Board of Directors and the fact that there are no non-executive directors, since they all perform duties inherent to their positions in a company of the Group, manages its holdings and appraises the respective actions, but does not take direct decisions or exercise management powers over the activities, there is an exemption from creating any committees in this case, specifically for monitoring the appointments of any managers, as suggested in Recommendation V.3.2.
As no appointments committee is constituted, Recommendation V.3.4. does not apply to TD,SA.
Considering that there is neither an Executive Committee nor Chief Executive Officers, the present rule is not applicable to TD, SA.
Considering that there are no commissions created under the Board of Directors, as noted in 2.7 above, the present rule is not applicable to TD,SA.
(Supervisory Board, Audit Committee or General and Supervisory Board) a) Composition
The corporate model adopted is the one usually known as the "strengthened Latin" model. In this regard, it has been decided to appoint a Supervisory Board as the oversight body.
Pursuant to Article 24 of the Articles of Association of TD,SA, the Supervisory Board is three permanent members and one alternate, who should comply with the requirements and are entitled to use the powers established by law. When electing the members of this Board, the General Meeting must, mandatorily, elect one of them to perform the duties of Chairman.
As is the case with the other governing bodies and under the terms of Article 10(2) of the Memorandum and Articles of Association, the members of the Supervisory Board are elected at the General Meeting, through the list system, for periods of four years, oinciding with the financial years, and may be re-appointed once or twice, under the terms and with the legally established limits.
The supervisory board currently has the following members:
Chairman: Óscar Manuel Machado de Figueiredo
Members: Ana Cristina Louro Ribeiro Doutor Simões João Salvador dos Santos Matias
Rui Pedro Ferreira de Almeida
All of the identified members of the Supervisory Board were elected at the General Meeting of 27 May 2019, to serve on that body for the 2019/2022 four-year period.
The Chairman of the Supervisory Board was elected by the Shareholders on 31 May 2014, as an Alternate of that body, having taken office, following the resignation presented by previous Chairman, as a permanent member on 7 November 2014, and been appointed Chairman of the Supervisory Board at its meeting of 5 December 2014. At the Annual General Meeting of 30 May 2015, he was elected Chairman of the Supervisory Board to serve during the 2015/2018 term, having been reappointed at the General Meeting of 27 May 2019, to serve during the current term, 2019/2022.
The Members of the Supervisory Board, Ana Cristina Louro Ribeiro Doutor Simões and João Santos Matias, were appointed for the first time at the Annual General Meeting of 27 May 2019, to perform duties during the current 2019/2022 four-year period.
The substitute member of the Supervisory Board, Rui Pedro Ferreira de Almeida, was elected to the first time at the General Meeting of 30 May 2015, for the 2015/2018 term of office, and was reappointed to the General Meeting of 27 May 2019, to perform duties during the 2019/2022 term of office, currently in progress.
Furthermore, it should be noted that they all possess suitable competence of their duties, as described below in 33.
The current Supervisory Board of TD,SA, elected at the General Meeting held on 27 May 2019, includes a woman, who represents 33.33% of the permanent members of the Supervisory Board currently performing duties. TD,SA therefore meets the gender equality criteria and requirements for the members of the Supervisory Board.
No other members of the supervisory board or other governing bodies have been elected since then.
It should also be noted that TD,SA, in recognition of the composition of its Management and Supervisory Bodies, specifically in terms of age, gender, qualifications and professional background, at the General Meeting of 26 May 2018, TD,SA approved its Diversity Policy, which is currently in force and sets out criteria for the Company's governing bodies (including the Supervisory Board).
All the current members fully comply with all the requirements of incompatibility for the performance of their duties for any of them, under the terms established in the Commercial Companies Code.
The facts referred to in the previous paragraph are investigated periodically in relation to each member of the Supervisory Board.
The professional qualifications and other relevants of the members of the Supervisory Board are described below:
Academic background in Business Organisation and Management, her professional career dates back to 1987 in the area of financial auditing.
Two major areas of expertise can be highlighted, based on her professional experience:
External financial audits: conducted as an employee of Ernst & Young Limitada until 1997, working as freelance Chartered Accountant up to 2004 and as founding partner of Ana Gomes & Cristina Doutor, Sociedade de Revisores Oficiais de Cortas, Lda. until 2018.
Training: she has taught financial auditing and other education courses (including a partnership with the Army Pupils Military Institute and the Portuguese Catholic University), and she has been involved in several professional training activities, with an emphasis on her collaboration with the Association of Statutory Auditors.
· Executive Training in Human Behaviour in Organisations (AESE) (2007);
· Post-graduate studies in Mergers and Acquisitions (EGP-UPBS) (2009);
As described above in number 22 of this Report, there are no operating regulations for the governing bodies.
Without prejudice to the above, it is reported that a resolution by the Board of D,SA implemented the current "Code of Ethics and Conduct of the Teixeira Duarte Group", which is mandatory for all members of supervisory bodies. However, no part of this code contains regulatory provisions on the functioning of governing bodies or other relevant provisions in this area.
During 2021, the Supervisory Board held 6 meetings, all of which were attended by all of its permanent members.
All the members of the Supervisory Board show the appropriate availability for the performance of their duties at TD,SA, namely for participation in the periodic meetings of the Board of Directors and for follow-up of the Company's activity and the preparation and publication of the documents presenting the accounts, coordinated with the Audit Firm's action.
The positions held by each of the Supervisory Board in companies within and outside the Group are indicated below:
Óscar Manuel Machado de Figueiredo (Chairman of the Supervisory Board)
Holding the following positions as at 31 December 2021:
Ana Cristina Louro Ribeiro Doutor Simões (Member of the Supervisory Board)
Holding the following positions as at 31 December 2021:
João Salvador dos Santos Matias (Member of the Supervisory Board)
As at 31 December 2021, he did not perform duties in any other companies.
Rui Pedro Ferreira de Almeida (Alternate of the Supervisory Board)
Holding the following positions as at 31 December 2021:
No services are contracted from the external auditor other than those related to the statutory audit, hence the present regulation is not applicable to TD,SA.
The supervisory bodies do not perform any duties other than those described above and legally defined.
The position of statutory auditor is held by "Moore Stephens & Associados - SROC", represented by António.
The aforementioned 'Moore Stephens & Associados — SROC, SA', represented by António Gonçalves Monteiro, was elected for the first time to the position of Statutory Auditor of TD,SA at the General Meeting held on 30 May 2015, to perform the respective duties during the 2015/2018 quadrennium. At the General Meeting of 27 May 2019, this entity was again elected to hold the same position during the 2019/2022 quadrennium, now in progress, following the approval of a proposal submitted by the Supervisory Board.
The statutory auditor does not provide any services other than those related to the statutory audit of TD,SA.
The external auditor appointed under the Securities Market Code, is the audit fim "More Stephens & Associados - SROC", represented by António Gonçalves Monteiro and registered at the Association of Audit Firms (OROC) under number 173 and at the CMVM under number 20161476.
The external auditor and the respective statutory auditor partner who represents it in the performance of these have held this position at TD,SA since their first election at the General Meeting of 30 May 2015, i.e., for seven years.
There is no defined policy on the rotation of the external auditor anditor partner who represents it in compliance with these duties.
However, TD,SA follows the rotation rules provided for in Article 17 of Regulation (EU) 537/2014 of the European Parliament and of the Council of 16 April 2014 and in Article 54 (2) and (3) of the Association of Statutory Auditors, approved by Law 140/2015 of 7 September, which provides that the maximum term of office of the statutory audit is seven years (which can be extended for a further three years, under the 544), and the audit firm may, under the terms of Article 54(3), be appointed as Statutory Auditor and External Auditor for the maximum performance of two terms of office of four years each.
In this regard, it should be noted that the external auditor currently performing the duties was appointed for the for the 2015/2018 term of office and re-elected, for a second time, at the General Meeting of 27 May 2019 for the current 2019/2002 term of office.
The actions of the external auditor have been appraised by the Supervisory Board – which obtains from the team all information and elements that are deemed necessary to perform its duties – and by all other governing bodies of TD, SA on annual basis without any oircumstances ever having ocurred that could justify its dismissal or termination of the service provision contract with iust cause.
The Board of Directors of TD,SA and the services under this board have assumed the commitment to ensure of appropriate conditions for the provision of services by the external auditor within the Company, since the Board of Directors are placed directly within the operating structure of TD,SA and ensure that they have the necessary physical means, information and documentation in order to provide the external auditor with the appropriate conditions for the performance of its duties.
The main point of contact and primary recipient of the external auditor's reports is the Supervisory Board.
It should be noted that neither the External Auditor, nor any other entities in a holding relationship or which are part of the same network, provide TD,SA any services other than audit services.
The retribution paid by the company and/or legal persons in a controlling or group relationship with the auditor and other natural or legal persons belonging to the same network determined in accordance with the volume and quality of the context of the duties entrusted under the terms of the Law and Articles of Association.
| By the Company* | |||
|---|---|---|---|
| -- | -- | ----------------- | -- |
| Value of the statutory audit services | 61,000.00 | 100.00% |
|---|---|---|
| Value of reliability assurance services | ||
| Value of tax advisory services | ||
| Non-statutory audit services By entities included in the Group* |
||
| Value of review of legal accounts services | 315,135.00 | 100.00% |
| Value of reliability assurance services | ||
| Value of tax advisory services | ||
| Services other than legal review of accounts |
There are no specific rules for any amendments of the Articles of Association, with the general rules established in the Commercial Companies Code being applicable, in particular the provisions in Articles 85, 383(2) and 386.
In 2018, following the approval of the "Code of Ethics and Conduct of the Teixeira Duarte Group", the policy for reporting alleged irregularities was adjusted, as part of strengthening the compliance system that was already being developed by the Company.
This Code aims to serve as guidelines for the professional conduct of all employees, regardless of their position or duties that they perform, and sets out the principles and values of the Teixeira Duarte Group, as well as the currently applicable procedure for reporting any irregularities in internal relationships between all Group companies and their stakeholders.
In effect, it is stated in this Code that, in order to monitor the application of its rules, the Employees – and the Indirect Recipients, under the terms and scopes set out above – are responsible for ensuring compliance with this Code of Ethics and Conduct. This is done by publicising it, quoting it in their defence, application in the ine management, including their own, as well as by reporting any irregularities identified by the measures developed by each Company for this purpose, normally referred to as the "Ethics Channel".
Without prejudice to these means, this Code also assumes that any irregularitied in relation to any external or internal regulations should be reported through the following means:
The Company guarantees the confidentiality of communications received, the absence of any reprisals by whistle-blower complainants in good faith and the protection of the reporter's and the suspected offender's personal data. Reprisals are frowned upon by the Company and may give rise to disciplinary proceedings and the persons who have allowed such reprisals.
In addition, the General Procedure for Preventing Harassment at Work is in force, which establishes the principles of action and procedures that are considered appropriate to prevent and combat harassment in the Teixeira Duate Group, to be observed by all people that are part of it, making the Procedure a self-regulatory instrument and the expression of an active policy aimed at avoiding, identifying, eliminating situations that may substantiate the practice of harassment in the workplace. The General Procedure for Preventing Harassment at Work is complementary to the Teixeira Duarte Group Code of Ethics and Conduct.
As a result, TD, SA has mechanisms for the detection of irregularities, in line with Recommendation I.2.4, and has adopted a policy that guarantees adequate means for reporting and processing irregularities, while ensuring the confidentiality of any information that is transmitted and the identity of the reporter, whenever requested.
The Board of Directors is the body responsible for the determination and assessment of the most relevant risks to which the Company is subject, as well as for the promotion of their prevention. It is responsible for designing and designing the internal control and risk management systems that are prove necessary and appropriate for the various identified, as well as monitor their implementation and monitor and evaluate their operation, duly supported by the other corporate control areas that provide support to the Company.
The Internal Audit Services of the Teixeira Duare progressively played a fundamental role regarding the implementation of internal control systems.
As at 31 December 2021. these services had five employees from Group companies and were hierarchically and functionally decendent on the Chairman of the Board of Directors Manuel Maria Calainho de Azevedo Texeira Duarte. This work was also cordinated at meetings attended by the other members of the Board of Directors and of the Supervisory Bodies.
Also noteworthy in the Compliance System implemented by the Teixeira Duarte Group, is the appointment, in 2021, of a Chief Compliance Officer whose mission is to develop a Compliance Programme to promote, within the Teixeira Duarte Group (i), the compliance with legal, regulations, (ii) the correct identification and assessment of the respective risks inherent to the activities carried out by the Group companies and (ii) the development of efficient measures to comply with the aforementioned regulations and to mitigate the respective risks, establishing guidelines for the analysis of reality, processing and reporting of information, defining areas of action and respective means and subsequent monitoring of the necessary reviews of such measures.
In addition, the Management Systems Department also control, which includes in its functions to ensure that the Group Policies are complied with, implext, also supervision criteria, carrying out the corresponding training, respective internal audit and presenting improvement proposals.
Since its creation and until 2019, within the Teixeira Duate Group, the Internal Audit Services have always answered hierarchically to the Board of Directors and have always reported functionally to the Director responsible for the financial area.
However, in 2021, the Internal Audit Officer started to report functionally and administratively to its Chairman of Directors, ensuring the independence of the Internal Audit department of TD,SA.
The Supervisory Board monitors the work caried out by the meetings it deems necessary for this purpose and analysing the work carried out or in progress with the depth and as deemed appropriate in the circumstances. As a result, it deliberates the issuance of formal recommendations whenever it considers that there is a matter for this purpose.
In line with the mentioned change regarding to the Board of Directors, the communication system with the Supervisory Board was also revised, which now has access to a direct internal Audit Service where all reports are made available on a monthly basis issued by the department, so that the Supervisory Board can ensure the follow-up of the work, as a result of Recommendations VI.4 and VI.5.
This model has proved to be appropriate, since this not only facilitates the communication and exchange of information between the said Departments within the company's organisational structure, it should be stressed, has ensured that none of their impartiality has ever been placed in question.
In 2021, the Board of Directors of TD,SA decided on the appointment of a Chief Compliance Officer, who functionally responds to the Board of Directors and whose mission is to develop a Compliance Programme to promote, within the Teixeira Duarte Group (i) compliance with legal regulations, regulatory and internal, (ii) the correct identification and assessment of the respective risks inherent to the activities carried out by the compand (ii) the development of efficient measures to comply with the aforementioned regulations and to mitigate the respective risks, establishing guidelines for the analysis of reality, treatment and reporting of information, defining areas of action and respective means and subsequent monitoring of results and promoting the necessary reviews of such measures.
There are no other areas with exclusive competences in the area of risk control, and, in view of the Group on this matter, all areas share responsibility under the terms described above and the Compliance System implemented in the Teixeira Duare Group applies to all of them.
In addition to the direct and indirect impact that the current Covid-19 pandemic situation may have on the Group's activity - albeit with different scopes and dimensions depending on the countries and sectors in question - the main economic, financial and legal risks to which the company is exposed during the course of its activities are as follows:
Furthermore, the activity of the Teixeira Duarte Group is dependent on the consequences which certain macroeconomic situations might have on the lifferent economic agents, on investment volumes, exports and global trade, as well as on employment levels and consumption patterns.
The evolution of the activity areas in which the Group operates, namely the construction area, is historically correlated, more or less directly, with the macroeconomic performance of the countries or markets in which the Texeira Duarte Group operates, in particular, with the evolution of Gross Domestic Product (GDP) and corresponding market prices. Therefore, the Group's activity and its results may be significantly affected by the performies where the Teixeira Duarte Group operates, mainly through the effect of the growth or retraction of the construction market, the most representative business area in the Group's operating income.
As the construction business is the reference activity of the Texeira Duarte Group, a description of this business is given below:
Large-scale construction business involves a major allocation of human and material resources, which implies a high fixed cost structure not only due to the necessary need to invest in the teams and their training, but also the significant investment required in the acquisition, maintenance and adaptation of equipment.
The costs associated to many of the tenders, both in the preparation of proposals and in the insurance, guarantees and completion bonds which are sometimes necessary to provide, also constitute another risk factor inherent to the activity, especially taking into account the penalties very often related to the large public contract works in which the Teixeira Duarte Group participates.
Similarly, the nature of the service often involves changes that are initially negotiated, as a result of difficulties with contracts in progress (climate change; discovery of characteristics of an adverse nature, different to those planned; natural, social and economic phenomena resulting from the impact of the project), and of changes to designs, often due to new choices made by project owners that require great flexibility and efficiency during their execution.
Yet another important aspect arises from the of suppliers of goods and equipment and service providers with which the Company deals in this area of action and which might imply risks due to actions imputable to them, including interruptions or delays in the service or supply of goods.
From a commercial point of view, globalisation has enabled the entry of other major Construction Groups into the main and oldest markets of action of Teixeira Duarte - especially Portugal and Angola - forcing greater effort in the presentation of solutions and proposals, as well as the optimisation of costs to enable meeting the strength of these entities.
Concessions are normally long-term projects which involve increasingly more areas, such as those linked to planning, design, construction, financing and operation and, which, both due to their complexity and the longevity of the processes, imply heavy risk in the evaluation of assets and projects in the long-term, in an increasingly more dynamic world characterised by unexpected changes.
The Group's real estate activity is affected by more stringent requirements for new projects at all levels (administrative, economic, social, environmental, among others), and by changes in demographic effects, changes in interest rates and availability of financing.
Hospitality in Portugal has suffered minor fluctuations, and hotels in Africa are naturally exposed to their respective countries and to competition that is increasing to an extent never seen before.
Distribution in Angola is very exposed due to the specific circumstances of the country and logistic difficulties related to supply, transport and travel.
The Automotive sector is currently subject to heavy competition, in the Angolan market, where competitiveness is increasing considerably and the investment made by the Group implies strong optimisation of processes and costs, in a market which is becoming progressively more demanding.
The risks described above, should have a negative impact on the net income of the Teixeira Duarte Group and its financial situation.
TD,SA exposed to strategy risks, through the possibility of taking inadequate strategic decisions, failures in the implementation of decisions or lack of response capacity regarding changing market conditions.
The Teixeira Duarte Group's international business represents a significant portion of the Group's turnover (344,447 thousand euros in 2021). It is impossible to guarantee the full success of operations on the foreign markets in which the Group operates. Moreover, these operations are exposed to foreign exchange risks arising from possible adverse economic developments in the countries where they are established. These factors could adversely affect the activity, financial situation and net income of the Teixeira Duarte Group.
The Teixeira Duate Group operates in various sectors of activity, of which emphasis should be placed on the Construction sector due to its contribution to the Group's operating income, as well as other sectors such as Real Estate, Distribution and Automotive, which can be described as very competition environment, when associated to negative cycles in the activity areas in which the Group operates, may have a negative impact on the Company's marketing margins and, consequently, on its financial situation.
The capacity of the Teixeira Duarte Group to successfully implement its ability to recruit and retain qualified and competent employees for each position. Although the human resources policy of the Texeira Duarte Group is directed towards the achievement of these objectives, it is impossible to guarantee that, in the will be no limitations in this area. Such circumstances could obstruct or delay the defined strategy, which could have a negative effect on the Group's activity, financial situation, and net income.
The deterioration of global economic conditions or adversities that affect the economies at a local scale of the inability of the Group's customers to meet their obligations or significantly delay their payment, leading to the entering into a situation of default. This scenario would result in loses affecting the activity, financial situation and net income of the Teixeira Duarte Group.
The Teixeira Duarte Group might, in the future, be part of a number of disputes related to its activity, including those where the sentence has been favourable, totally or partially, and which might be subject to appeal or action for annulment by the counterparts under the terms of the applicable procedural rules and until the reading of the final judgement on these same sentences. The Textera Duarte Group cannot guarantee that it will win any lawsuits relative to its activities and a negative decision in this area might have an adverse effect of significance to the activity, financial situation and net income of the Teixeira Duarte Group.
The activities of TD,SA require investments. The Group finances part of the cash flow generated by its operating activities. However, TD,SA its subsidiaries finance most of their investments through external sources, including bank loans and offers in capital markets.
The Teixeira Duate Group is exposed to a series of risks, interest rate risks and exchange rate risks, amongst others, and in the event of exceptionally adverse scenarios, the policies and procedures used by TD,SA to identify, monitor and manage risks might not prove to be totally effective.
As is the case of any other economic group integrated in a competitive environment, the Teixeira Duarte Group is also subject to risks related to liquidity. The Group considers that it is adequately provided with the means for the ectivity. It considers that the actions taken by the administ that are provided to it by the Internal Audit Department and the Accounting Department are effective. The Accounting Department is under the Chairman of the Board of Directors Manuel Maria Calainho de Azevedo Teixeira Duarte – who is also Chairman of the Group's subholding companies Teixeira Duarte - Engenharia e Construções, SA and Teixeira Duarte - Gestão de Participações e Investimentos Imobiliários, SA - and monitoring by the supervisory bodies. The Accounting Departments particularly oversees the Teixeira Duate Group's liquidity.
TD,SA manages the Group's liquidity risk in two ways: ensuring that the Group's financial debt has a high medium and long-term component with suitable maturities for the expected capacity for generating funds and negotiating credit facilities.
During its normal business, the Group is subject to certain risks, including interruption or delays in the provision of services. frauds, omissions, errors and delays in the implements for risk management. These risks are monitored by the Group in an ongoing manner through administrative and information systems, with some of the operating risks being covered by insurance policies.
The operations developed by the Teixeira Duate Group are dependent on computer processing involves the maintenance of records, financial reporting and other systems for the monitoring and control of the different operations of the Group, in particular in human resources management, accounts, logistics, administration and storage. Notwithstanding the assessment which has been made of the computer systems and the belief that their capacities are appropriate, it is impossible to guarantee potential investors that all the information technology systems will be fully identified and corrected in due time, nor systematic success in the implementation of technological improvements.
The cost of the vast majority of the financial debt incurred by the Teixeira Duarte Group is indexed to variable reference rates, whereby TD,SA is, through this means, exposed to interest rate risk.
The variation of the exchange rate of the Euro relative to other currencies, in particular the US Dollar, Angelan Dinar, Brazilian Real. Mozambican Metical and Venezuelan Bolivar might have an impact on the financial situation of TD.SA. The Teixeira Duarte Group operates in various markets, records revency and has monetary assets and liabilities denominated in currencies other than the Euro and, therefore, in this way, is exposed to variations in the respective currencies.
In indirect terms, note should also be made of the Teixeira Duarte Group acquires a variety of materials, of special importance in the construction, distribution and automotive areas in currencies other than those in which the final products are subsequently sold, namely in Angola, which could partially influence the net income achieved by the Group in these sectors.
Particular note should be made of the import of materials for construction and products which are essentially consumables to the companies established under Angolan law which operate in the area of distribution, as well as motor vehicles, spare parts and equipment for the different local subsidiaries in the automotive sector in Angola.
Adverse variations in the price of oil and other commodities might also significantly affect the net income and financial situation of the Teixeira Duarte Group.
The volatility of the price of commodities a risk for the Teixeira Duarte Group, affecting the operating activity of the construction business area, although this is on occasions mitigated through supplier contracts with fixed prices and customer contrasts which enable reflecting these alterations in the prices paid by these customers.
In particular, the Teixeira Duarte Group is indirectly exposed to the price of oil. The Group's capacity to reflect increases in the price of oil in the prices of its final products and services , negative consequences might arise in the direct margins of the final products sold and in the net contribution of the services rendered. Furthermore, an increase in the price of oil has a direct impact on the transport costs associated to the Group's activity, therefore, adverse variations in the price of cil could have a negative material impact on the Group's activity, financial situation and net income.
More specifically, the evolution in the price of oil could significantly affect the net income of the Teixeira Duarte Group for three reasons:
Any increase in taxes or reduction in tax benefits could have an adverse effect on the Teixeira Duarte Group.
The Teixeira Duarte Group could be affected by changes in the legislations applicable in Portugal, in the European Union and in the different countries in which the Group operates.
The financial statements of the Teixeira Duarte Group might be influenced by the financial stakes held.
The net position, equity and event, in certain situations of impairnent, the Texeira Duarte Group may be influenced by the valuation/devaluation of financial investments that are held.
The entities of the Teixeira Duarte Group are subject to the risks inherent to any economic activity, which is the case of accidents, breakdowns or natural catastrophes that might lead to loses in the Group's assets or temporary interruptions in the respective activity. Likewise, these risks might affect the main customers and suppliers of the Teixeira Duarte Group, which would have a significant impact on profitability where it is not possible to find replacement customers in order to guarantee the turnover level or suppliers to enable maintaining the same cost structure.
In addition, both the Board of Directors of TD.SA and those of the Texeira Duarte Group continue monitoring the development of the Covid-19 pandemic situation, which began at the end of 2019, and are acting in accordance with the recommendations issued by the World Heath Organisation and the public bodies responsible for heath in the respective countries where Group companies operate.
Within this framework, contingency and preventive measures have been taken to follow the guidelines and to mitigate and contain the risk, and to balance these intentions with the steps necessary to safeguard the impact of the situation on all of its stakeholders.
Likewise, the development of the geopolitical situation in Europe and its impacts with which the Group operates directly and indirectly is continued, with particular focus on obtaining services, commodities and raw materials.
Currently, due to the direct and indirect nature of possible impacts and risks, as well as the unpredictable nature of their scale and duration, it is not possible to quantify them.
The risk identification, monitoring, control and management process of TD,SA includes various at different levels and complexity, taking into account the matter identification of the types of risk underlying the Group's different areas of action. In this sense, different identification, analysis, processing, control and review methods can be used in order to meet the desired objectives for the implementation of the risk assessment system, taking into account the type of risk to be assessed.
The Board of Directors is the body responsible for the determination and assessment of the most relevant risks to which the Company is subject, as well as for the promotion of the necessary initiatives for their prevention. It is responsible for designing the internal control and risk management systems that are prove necessary and appropriate for the various identified, as well as monitor their implementation and monitor and evaluate their operation, duly supported by the other corporate control areas that provide support to society, namely:
· The Management Systems Department, which includes in its functions to ensure that the Group Policies are complied with, also implementing supervisory criteria, carrying out the corresponding training, respective internal audit and presenting proposals for improvement.
Responsibility for assessing the operation of these systems and submitting to TD,SA's needs lies with the Board of Directors – and not with the Supervisory Bodies as shown in Recommendation VI.2. - as this is a matter which, due to its nature and the specific aspects described above, falls within the framework of the Board of Directors and this body's control and supervision of the different departments of Group companies. This system has proven itself to the respective purposes.
On the other hand, there are no control commissions within the Teixeira Duarte Group, since the assessment of the way it is managed, the composition of the management and managers of the Teixeira Duarte Group and the fundamental principles that are applied, it is concluded that the efficiency and control commissions would be far greater than the benefits that could result from control carried out through such commissions.
Despite the fact that the internal control and risk management system implemented in society with all the requirements listed in Recommendation V.6, – as it has not defined a written Policy, but nonetheless has established a risk management system - with the implementation of a Compliance Programme - TD,SA maintains its confidence in the model described above.
The financial information disclosure process is coordinated by the Board of Directors and always monitored by the oversight bodies. Teams from the Accounting, Company and Corporate Departments, respecially to draw up and ascertain the accounts and other accounting and financial reports, and to draw up and publish the final document.
These two structures monitor the evolutions, both in the financial and legal areas, and interact with the Portuguese Securities Market Commission, specifically when updating reports and supplementary regulations on these matters, both reporting directly to the Board of Directors.
All employees who work for the Accounting Department and Corporate team who participate in drawing up and disclosing the final document, are included in the list established in Article 246-A(7) of the Securities Market Code, and Article 18 of Regulation (EU) 596/2014 of the European Parliament and of the Council of 16 April 2014. In other words, they are employees with access to privileged information. All of them are notified terms, of their inclusion in the aforementioned ist and the legal consequences arising from the disclosure or misuse of privileged information.
Through meetings scheduled with the external auditor, the supervisory body monitors the adequacy of the process of preparation and disclosure of financial information by the management body, including the suitability of accounting policies, estimates, judgements, relevant disclosures and their consistent application over several financial years, in a duly documented and reported manner.
In order to strengthen the information disclosure policy referred to above and with the aim of promoting permanent contact with the market and responding to investors' requests in good time, ensuring strict compliance with the principle of equality between shareholders and in order to prevent any imbalance in information, the Company has an Investor Relations Office, which operates under the supervision of the Board of Directors Manuel Maria Calainho de Azevedo Teixeira Duate, coordinated by José Pedro Poiares Cobra Ferreira, who is the market relations representative duly registered with the Portuguese Securities Market Commission (CMVM).
All the information required by investors and available under applicable directives is provided by this Office and may be accessed through the following means of communication:
Address: Lagoas Park, Edifício 2, 2740-265, Porto Salvo, Oeiras Telephone: + 351 217 912 415
Fax: + 351 217 941 108 E-mail: [email protected]
The Investor Support Office also assures the maintenance of a record of the different stakeholders and their subsequent treatment.
In addition, the aforementioned Market Relative is also the Company Secretary and, in coordination with the Board of Directors, he discloses information to members of the management and supervisory bodies.
As stated in point 56 above, the position of Market Relations Representative is held by José Pedro Poiares Cobra Ferreira.
The average response time to information requests in 2021 was 4 days.
The internet website of TD,SA has the following address: www.teixeiraduare.pt. The Company provides, on this website, in Portuguese and English, the information which is considered relevant and enables knowledge on its evolution and current reality in economic, financial and governance terms.
These elements can be consulted at: www.teixeiraduarte.pt/investidores/identificação-da-sociedade.
The Company's Articles of Association can be found at: www.teixeiraduarte.pt/investidores/estatutos.
As noted above, there are no operating regulations for the bodies and/or committees or commissions.
The information on the identity of the members of the governing bodies may be consulted at: www.teixeiraduarte.pt/investidores/orgaossociais.
The information on the representative for market relations and the may be consulted at: www.teixeiraduarte.pt/investidores/gabinete-apoio-investidor.
The accountability documents since the increation of the company in 2009 can be found at: www.teixeiraduare.pt/inancialinformation.
The six-monthly calendar of corporate events may be consulted at: www.teixeiraduarte.pt/calendário-do-investidor.
All the elements related to the General Meetings of TD,SA may be consulted at: www.teixeiraduarte.pt/assembleias-gerais.
All these elements may be consulted at: www.teixeiraduarte.pt/assembleias-gerais.
Pursuant to Article 11 of the Articles of Association of TD,SA and under the terms established in the Policy of Remuneration of the Management and Supervisory Bodies of the Remuneration Commission is competent to determine the remuneration of the governing bodies.
It should also be noted, as has already been clarified, there is no executive officer, hence, in this regard, this issue is not applicable to TD,SA.
However, based on the criterion set out in Article 3(1)(25) of Regulation (EU) 596/2014 of the European Parliament and of the Council of 16 April 2014, the only leaders of TD,SA are its own Directors. Because there are no non-executive directors, no rule on this matter is envisaged.
The Remunerations Committee is elected for a period of four years and the term of office for the 2019-2022 four-year period is in progress.
The Remunerations Committee currently has the following members:
António Carlos Calainho de Azevedo Teixeira Duate and Manuel Ferreira were elected at the General Meeting of 27 May 2019, to serve on that body for the 2019/2022 four-year period. Miguel Calainho de Azevedo Teixeira Duarte was elected at the Extraordinary General Meeting held on 8 October 2021.
The member of the Remuneration Committee Miguel Calainho de Azevedo Teixeira Duarte is not considered independent from the members of the Board of Directors, since he is also the Director of that management body.
As TD,SA is majority-owned by companies owned by members of the Teixeira Duarte family, and by members of the Teixeira Duarte family, it is only natural that they should sit on the respective Remunerations Committee. This has tractice followed for decades, always in accordance with the rules and recommendations established by the Portuguese Securities Market Commission (CMVM) at any given time on remuneration for members of the Body of Directors, with no reasons being envisaged to change this.
It is important to stress that this is a Company which, following the example of the Group's former holding company ("Teixers Duarte -Engenharia e Construções, S.A."), with its own specific way of acting and its strongly distinctive business image, has adopted a very particular way of being and a healthy management policy which has been recognised as such by the public and market.
In addition, no natural or legal persons have been engaged to assist the Remunerations Committee in the performance of its duties, as decided by the Committee itself.
For the purposes of Recommendation V.2.4, it is stated that the members of the Remuneration Committee tend to always be present at the Company's Annual General Meetings.
The members of the Remuneration Committee Miguel Calainho de Azevedo Teixeira Duarte and António Carlos Calainho de Azevedo Teixeira Duarte have knowledge and experience in matters of remuneration policy, bearing in mind that they performed these duties for several years in other companies.
The Remuneration Committee of TD,SA issued the respective remuneration to the members of the Management and Supervisory Bodies, which was approved unanimously at the General Meeting of this company, held on 24 May 2021, where the contents of this statement are reproduced below:
Under Article 399 of the Commercial Companies Code and Article 11 of the Company's Articles of Association, it is up to this Committee to submit for approval by the General Meeting a proposal for the members of the management and super isory bodies of this Company, which is drawn up in accordance with and for the purposes set out in Articles 26-A to 26-F of the Securities Code.
Depending on the corporate model adopted by "Teixeira Duarte, SA", this Policy covers all members of the Board of Directors, of the Supervisory Board and the Audit Firm.
This "Remuneration Policy for Members of Management and Supervisory Bodies" was prepared by taking into account the historical situation and framework of the issue within the Teixeira Duarte Group over the applicable legal provisions.
Whenever reference is made in this text to the labour and contractual reality with the Texeira Duarte Group, it is understood that this refers to Teixeira Duarte - Engenharia e Construções, SA and Teixeira Duarte - Gestão de Participações e Investimentos Imobiliários, SA, the main sub-companies holding companies of the Group.
In this context, it is deternined that the Directors of "Teixeira Duarte, SA" may only receive remuneration, in whatever capacity, paid by one of the following entities: "Teixeira Duarte – Engenharia e Construções, SA" or "Teixeira Duarte – Gestão de Participações e Investimentos Imobiliários, SA".
There are no contracts or agreements with the members of the management bodies, and four of the Board of Directors have an employment contract with the Teixeira Duarte Group, without prejudice to their suspension, under the Law, at the time of the elections for the positions held in the Group Teixeira and administrator Maria da Conceição Maia Teixeira Duarte also have no written management contract, resulting in their contractual status only from the term for which they were elected at the General Meeting.
There are therefore no specific contractions for the applicable notice periods, nor any termination or payment clauses associated with the termination of them, and the terms provided by the Law that is in force apply.
This remuneration policy for the members of the Board of Directors was developed with the determination of remuneration under the terms described herein contributes to the company's business strategy, to its long-term interests and to its sustainability.
The fixed remuneration must be determined taking into account the Teixeira Duarte Group, as well as the compatibility with the terns and conditions of employment and remuneration of the Teixeira Duarte Group, in order to promote a sense of ownership and interconnection between directors and all with the global strategy of the Teixeira Duarte Group, and it should be noted in this regard that four of the Board of Directors began their journey as employees of the Group more than twenty-five years ago.
The fixed amount must be assigned and paid in accordance with the conditions of employment and remployees of Teixeira Duarte, SA and of the main sub-holding companies of the Group, Teixeira Duarte - Engenharia e Construções, SA and Teixeira Duarte - Gestão de Participações e Investimentos Internes of any bonuses or benefits specifically attributed to the members of the Board of Directors, and the amounts of insurance, allowances and expenses in service must be made under the same terms and conditions as those applied to employees of the said companies.
This policy promotes a commitment of the Board of Directors to the long-term business project, not only because the fixed remuneration values and other complementary conditions are integrated into a global framework of employees of the Teixeira Duarte Group, but also because there is a variable and deferred part of the remuneration, and payments are subject to the verification of conditions that reflect the positive performance of the concrete, determinable indicators and considered references for sustainability and long-term development of society, which are exposed below.
The variable amount should be established for each member of the Board of Directors as supplementary remuneration and performance bonus, where this component is totally unrelated to the evolution of the Company's shares, but rather depends on the evolution of corporate business, financial indebtedness and financial autonomy, dedication by each member to the achievement of the tasks and objectives inherent to their respective duties, as well as the year and corresponding policy on its appropriation.
No Director has any right to the variable component of his remuneration until there are specific assignments by this Remuneration Committee, the sums of which will be paid in instalments of quantities and deadlines to be defined also by decision of this Commission, and the respective payment of those parts. deferred depending on the continued exercise of tunctions by each of the Board of Directors concerned within the company itself or on the provision of remunerated collaboration within the Group.
Furthermore, there are no mechanisms limiting the variable remuneration, in the net income showing a considerable deterioration in the company's performance in the last reported year or when such is expected for the year in progress.
However, the Committee should consider whether a significant part of the variable remuneration should be deferred for a period not less than three years, and if its payment should be subject to the continued positive performance of the period, where this is defined as the occurrence of at least one of the following facts:
The possibility for the company to request the refund of variable remuneration already delivered is not foreseen.
There will be no system for the attribution of shares or rights to acquire options on shares or any other shame.
For the overall remuneration of the Board of Directors, no sum will be paid in the form of profit-sharing.
There should not be any other relevant non-cash benefits, apart from those established by this Committee.
No sums have been paid, and nor are there any foresen sums payable, relative to the dismissal or termination of office of Directors.
The Remuneration Committee is responsible for establishing all this context to any retired former Directors, under all circumstances and to review annually the awarded amounts.
As to the attribution of supplementary pension schemes, the actual Articles of Association establish, in Article 22, transcribed below, the terms and criteria on which the Remuneration Committee should base the establishment of such amounts:
ONE - When people who have performed duties as Directors cease to hold office, the Company may grant them a retirement pension for life, whenever they meet one of the following requirements:
a) Have held that position in this Company for over ten years, counting, for the years of service under the same position at "Teixeira Duarte - Engenharia e Construções, SA";
b) Have provided, even with a shorter period of holding this position, a total of over twenty-five years of service to this Company, counting, for the effect, the years of service at "Teixeira Duarte - Engenharia e Construções, SA";
TWO - The value of this pension will be determined taking into consideration the time or relevance of the services and the situation of the beneficiary, and should be reviewed on an annual basis but can never be greater than the highest remuneration received any given time by the permanent Directors.
THREE - By delegation of the General Meeting, hereby established, the Remuneration Committee referred to in Article Eleven will be responsible for the assessment of the cases submitted to it and establishing the values and other procedures for the award of persions.
The determination of the Memorandum and Articles of Association referred to above does not invalidate that the Remuneration Committee may submit such a matter to the General Meeting, however taken place because this has never proved necessary or appropriate in view of the established statutory rule.
For all intents and purposes, it is reported that at no time between the incorporation of the company, in 2009, and today's date has the General Meeting approved any retirement being established for members of governing bodies, as this competence is expressly assigned to the Remuneration Committee, under the aforementioned provisions of the Articles of Association.
There are no contracts or agreements with the members of the Supervisory Board, resulting in their contractual status only from the term for which they were elected at the General Meeting.
There is also no supplementary pension or early retirement scheme for any of the Supervisory Board.
All the members of the Supervisory Board should, pursuant to the current system established in the Commercial Companies Code, receive a fixed remuneration for the performance of the respective positions, determined by this Remuneration Committee, where none of these members should receive any other retribution from "Teixeira Duarte, SA" or other it was in a controlling or group relationship, in particular for any other services provided to these entities.
Likewise, and as referred to above on the Management Board, there should not be attribution of shares and/or rights to acquire options on shares and/or any other scheme, nor any sum paid under the form of profit-sharing, nor any other bonuses or relevant non-cash benefits
The Company shall, following the election taken by the General Meeting for the Audit Firm, conclude with such entity a contract for the provision of statutory audit services.
The remuneration of the Audit Firm should be determined in accordance with of the services provided in the context of the duties entrusted under the terms of the Law and Articles of Association
In the case of "Teixeira Duarte, SA", this supervisory body is responsible for conducting and verification required for the review and legal certification of the Company's accounts, for which an amount should be established in the form of an annual overall value to be paid under the terms and with the Board of Directors, according to its sensitivity and monitoring of the business and activity of this Supervisory Body.
It should be noted in particular that this same Audit Firm might also provide legal review of accounts and auditing services, exclusively of the same nature, to other entities included in the Teixeira Duarte Group, receiving retributions from these companies, whose overall value shall be disclosed under the terms of the Law.
Since the Supervisory Board has played an active role work of the Audit Firm, this board should be consulted in order to issue an opinion on the establishment of the remunerations of this firm.
There is no supplementary pension or early retirement scheme for the Statutory Auditor, nor for any of the Audit Firm elected for this position.
The decision-making process followed for the determination of this policy consists of holding meetings of the Remuneration Committee to discuss the istervention of any other committee, entity or governing body, with the values and criteria determined in the terms described above and aligned with the remuneration strategy of the company's management and of its reference sub-holdings - Teixeira Duarte - Engenharia e Construções, SA and Teixeira Duarte - Gestão de Participações e Investimentos Inobiliários, SA - there are no conflicts of interest, as cross-cutting criteria are used for the fixed and variable remuneration values and contribute to the company's business strategy, to its long-term interests and to its sustainability.
Therefore, it shall be based on this remuneration policy that this Committee should, specifically, establish the remunerations of the indicated management and supervisory bodies of the company, in accordance with the personal opinion of their members, expressed in a decision drawn up in minutes whose content is the Board of Directors for implementation, under the strict terms defined therein.
In compliance with Article 26e of the Securities Code, this Remuneration Policy is published on the company's website, containing reference to the results of the vote and the respective date of approval at the general meeting, and remains available to the public, free of charge, at least while in application.
The disclosure of information regarding the members of the management and supervisory bodies shall be made in accordance with the legislation in force.
In order to comply with the current legislation in force, this Remuneration Policy must be revised at least four years from now.
Without prejudice to this, it was noted that many of the aspects set out above aim to comply with the applicable legal regulations, which may be susceptible to any changes that these rules may undergo."
In addition to the obligations inherent to perforning the directors' remuneration is determined such as to align their interests with those of the Company. Indeed, the remuneration is determined by this Committee elected at the General Meeting, which establishes these values in accordance with guidelines related to the performance and results of the Company as a whole, as well as the overall activity of the management board, relatived objectives, taking into account the conditions and amounts of the remunerations of the other employees of the company 100% held by it, Teixeira Duarte - Engenharia e Construções, SA".
The establishment of remunerations also takes into account the company's long-term performance, compliance with the rules applicable to the company's activity, restraint in excessive risk-taking and market knowledge.
In addition, in determining the remuneration received by members of the Board of the fact that some of these members have duties and positions in other Group entities, as part of which they exercise management powers in greater proximity to the actions of the companies and with direct responsibility for them.
As set out in the "Remuneration Policy for Members of Management and Supervisory Bodies of Teixeira Duarte, SA", described in point 69, Director remuneration consists of a variable component - known as "performance bonuses" - which are avarded within the scope and limits of the distribution of part of the results from the financial year in question to employees and members of the Board of Directors, as resolved at the respective Annual General Meetings. This bonus is subsequently set based on the terms, conditions, amounts and periods to be established by the Remunerations Committee, taking into account the stipulations of the Remunerations Policy for the Company's Administration and Supervisory Bodies".
This variable component of remuneration is unrelated to the stock market prices of the Company's shares, but rather depends on the evolution of corporate business, financial indicators such as net debt and financial autonomy, the dedication shown by each member in the accomplishment of the tasks and objectives inherent to their duties, as well as the year and the corresponding policy of its appropriation, which has also always prioritised the reinforcement of the Company's equity and assurance of the continued and balanced distribution of dividends to shareholders
Accordingly, there is no maximum ceiling for each component, but rather an attribution in conformity with the parameters identified above, the remuneration policy defined for the assessment of the performance and execution of duties of each Director. The variable component has always been reasonable as a whole in relation to the fixed component.
Although part of the variable component attributed by the Remuneration Committee may be deferred over time, it is important to note that no Director is entitled to any right to the variable component of his remuneration until a specific allocation has been made by the Remuneration Committee, under the terms and on the grounds established by this committee.
It is also reported that the members of the Board of Directors did not enter into contracts, either with third parties, that would have the effect of mitigating the risk inherent to the remuneration set for them by the company.
As decided by the Remunerations Committee, part of the variable component will be paid from October 2023 on a date to be set by the Remunerations Committee. This payment shall depend on the Company's postive performance over the financial years 2021 to 2023, defined as the occurrence of at least one of the following facts:
Not applicable. The variable retribution is not attributed in shares and no contracts have been signed with the characteristics described above.
Not applicable. The variable retribution is not attributed through options.
The bonus (referred to as "performance bonus") is attributed under the scope and within the limits of the net income for the year in question to the employees and members of the Board of the respective Annual General Meetings. This attribution is subsequently materialised pursuant to the terms, conditions, amounts and time limits established by the Remuneration Committee, taking into account the provisions established in the "Remuneration Policy of the Management and Supervisory Bodies of the Company" in force.
Therefore, the Remuneration Committee takes into consideration, in the attribution of annual bonus, the performance and net income of the Company as a whole, as well as the overall activity of the management board, in view of the defined account the conditions and values of the remunerations of its employees and the other employees.
The annual bonuses were established taking into account the Company's long-term performance, complicable to the company's activity, restraint in excessive risk-taking and market knowledge, as already indicated above.
Furthermore, no relevant non-cash benefits were attributed to the Directors of the Company.
Regarding any retired former Directors, it should be mention Committee is responsible for establishing all the amounts paid in this context, under all circumstances. The aforesain Committee is also responsible for conducting an annual review of the amounts attributed.
As to the attribution of supplementary pension schemes, the actual Articles of Association establish, in Article 22, transcribed below, the terms and criteria on which the Remuneration Committee should base the establishment of such amounts:
ONE - When people who have performed duties as Directors cease to hold office, the Company may grant them a retirement persion for life, whenever they meet one of the following requirements:
a) Have held that position in this Company for over ten years, counting, for the years of service under the same position at "Teixeira Duarte - Engenharia e Construções, SA";
b) Have provided, even with a shorter period of holding this position, a total of over twenty-five years of service to this Company, counting, for the effect, the years of service at "Teixeira Duarte - Engenharia e Construções, SA";
TWO - The value of this pension will be determined taking into consideration the time or relevance of the services provided and the situation of the beneficiary, and should be reviewed on an annual basis but can never be greater than the highest remuneration received any given time by the permanent Directors.
THREE - By delegation of the General Meeting, hereby established, the Remuneration Committee referred to in Article Eleven will be responsible for the assessment of the cases submitted to it and establishing the values and other procedures for the award of pensions.
The General Meeting reserves the right to appoint the Remuneration Committee which is exclusively competent to decide on these matters
The determination of the Memorandum and Articles of Association referred to above does not invalidate that the Remuneration Committee may submit such a matter to the General Meeting, however taken place because this has never proved necessary or appropriate in view of the established statutory rule.
For all due purposes, it is reported that at no time between the incorporation of the company, in 2009, and today's date has the General Meeting approved any retirement being established for members of governing bodies, as this competence is expressly assigned to the Remuneration Committee, under the terms of the statutory provisions referred to above.
| Fixed | Variable Remuneration | Travel | |||||
|---|---|---|---|---|---|---|---|
| Board of Directors | Remuneration | Assigned | Assigned in | 2021 | Sub-Total | Total | |
| in 2013 | 2017 | Awards | compensation | ||||
| Manuel Maria Calainho de | 182,220.95 | 1,500.00 | 30,000.00 | 75,000.00 | 288,720.95 | 4,379.05 | 293,100.00 |
| Azevedo Teixeira Duarte | |||||||
| Carlos Gomes Baptista | 137,200.00 | 35,000.00 | 24,000.00 | 196,200.00 | - | 196,200.00 | |
| Maria da Conceição Maia | 35,000.00 | 6,000.00 | 41,000.00 | 41,000.00 | |||
| Teixeira Duarte | |||||||
| Diogo Bebiano Branco de | 177,036.26 | 15,000.00 | 75,000.00 | 267,036.26 | 265.00 | 267,301.26 | |
| Sá Viana Rebelo | |||||||
| Isabel Maria Nunes Correia | 7,971.28 | 7,971.28 | 7,971.28 | ||||
| Teixeira Duarte (a) | |||||||
| Miguel Calainho de | 7,971.28 | 7,971.28 | 7,971.28 | ||||
| Azevedo Teixeira Duarte | |||||||
| (a) | |||||||
| Pedro Maria Calainho | 57,818.18 | 57,818.18 | 57,818.18 | ||||
| Teixeira Duarte (b) | |||||||
| 605,217.95 | 16,500.00 | 65,000.00 | 180,000.00 | 866.717.95 | 4,644.05 | 871,362.00 |
(a) Members of the Board of Directors of Teixeira Duarte, S.A. since 8 October 2021; (b) Chairman of the Board of Directors of Teixeira Duarte, S.A. up to 30 June 2021.
| Variable remuneration paid in 2021 | |||
|---|---|---|---|
| To 2021 | To 2024 | Total | |
| Manuel Maria Calainho de Azevedo Teixeira Duarte | 75,000.00 | 77,000.00 | 122,000,00 |
| Carlos Gomes Baptista | 24,000.00 | 26,000.00 | 50,000.00 |
| Maria da Conceição Maia Teixeira Duarte | 6,000.00 | 8,000.00 | 14,000.00 |
| Diogo Bebiano Branco de Sá Viana Rebelo | 75,000.00 | 77,000.00 | 122.000.00 |
| Isabel Maria Nunes Correia Teixeira Duarte (a) | |||
| Miquel Calainho de Azevedo Teixeira Duarte (a) | |||
| Pedro Maria Calainho Teixeira Duarte (b) | |||
| 180,000.00 | 188,000.00 | 368,000.00 |
(b) Members of the Board of Directors of Teixeira Duarte, S.A. since 8 October 2021; (b) Chairman of the Board of Directors of Teixeira Duarte, S.A. up to 30 June 2021.
The amounts indicated above, attributed as variable remuneration of the Directors Manuel Maria Calainho de Azevedo Teixeira Duarte and Diogo Bebiano Branco de Sá Viana Rebelo were decided by the Remuneration Committees of Texeira Duarte - Engenharia e Construções, S.A. and Teixeira Duarte - Gestão de Participações e Investimentos Imobiliários, S.A., companies directly 10% owned by TD,SA and in which they are also members of the respective Boards of Directors.
Notwithstanding the above in point 77 of this Report on the "2021 Premiums" paid to directors Manuel Maria Calainho de Azevedo Teixeira Duarte and Diogo Bebiano Branco de Sá Viana Rebelo for the aforementioned Teixeira e Construções, S.A. and Teixeira Duarte - Gestão de Participações e Investimentos Inobiliários, S.A., none of the Board of Directors received, in 2021, any remuneration, whatever it may be, paid by other companies that are in a controlling or group relationship with Teixeira Duarte, S.A.
In the overall remuneration of the Board of Directors, no sum is paid in the form of profit-sharing.
In effect, members of the Board of Directors are paid a premium amount - known as the "performance premium" - which is allocated within the limits of distribution of part of the financial year in question, to employees and members of the Board of Directors. This is decided at the respective Annual General Meetings and the terms, conditions, amounts and deadinn are subsequently established by the Remuneration Committee, taking into account the current "Remunerations Policy for Administration and Company Supervisory Bodies".
In 2021, the bonuses that were paid were established due to the Company as a whole, as whole, as well as by the activity of the management body as a whole, compared to the targets that had been set, taking into account the remuneration onditions and amounts of its employees and other workers.
The establishment of the bonuses also took into account the Company's long-term performance, compliance with the rules applicable to the company's activity, restraint in excessive risk-taking and market knowledge.
No compensation has been paid, or is owed, to any former executive to their termination of office during the financial year.
All the members of the Supervisory Board receive, under the current system established in the Commercial Companies Code, and as determined by the Remuneration Committee, fixed remunerations for the duties inherent to their respective positions.
Thus, during 2021, the remunerations received by the Supervisory Board of TD,SA were distributed as follows:
| Supervisory Board | Fixed Remuneration |
Variable Remuneration |
Total Remuneration |
|---|---|---|---|
| Oscar Manuel Machado Figueiredo | 30.000.00 | 30.000.00 | |
| João Salvador dos Santos Matias | 18.000.00 | 18,000.00 | |
| Ana Cristina Louro Ribeiro Doutor Simões | 18.000.00 | 18.000.00 | |
| 66.000.00 | 66.000.00 |
The total value of annual fees paid to the Audit Firm "MOORE STEPHENS & ASSOCIADOS, SROC, SA" and to other natural or legal persons belonging to the same network supported by the firm and/or by legal persons in a controlling or the services provided by it, i.e., Statutory Audit and Auditing services, was:
| Remuneration | |
|---|---|
| Statutory audit services for the Group | 376,135.00 |
| Other reliability assurance services | |
| Tax advisory services | |
| Non-statutory audit services | |
| 276 125 00 |
All the values listed above relative to the members of the Supervisory Board and Audit Firm were paid during 2021; therefore, there are no portions whose payment is deferred over time.
Furthermore. it should also be noted that, as established in the Policy of Remuneration of the Management and Supervisory Bodies, the remuneration of the members of the supervisory body does not include any component whose value depends on the performance of the company or its value.
With the exception of the aforesaid Secretary of the General Meeting, all the other members of this body, under the current system established in the Commercial Companies Code, namely the provisions in 422-A, by virtue of Article 374-A(3), receive a fixed remuneration for the performance of the respective positions, determined by the Remuneration Committee established in Article 11 of the Articles of Association.
Under these terms, it is reported that the remuneration of the General Meeting Board, during the 2021 financial year, was €5,000.00 (five thousand euros).
There is no contractual limit established for the compensation payable for the Board of Directors, considering, firstly, that no contract us signed for the position of Director, nor is any agreement signed on any possible compensation payable for fair or unfair dismissal. The existence of a contractual limit under the terms referred to above would be incoherent, in view of the characteristics of the existing relationship between the Company and the members of its management body.
No legal mechanisms are put in place – other than those legally established – for any indemnity or compensation, beyond that which is legally due, to not be payable when the removal of a Director is not due to a serious breach of his or her unfitness for the normal exercise of his or her respective duties, but is nevertheless attributable to inadequate performance.
There has never been a situation of dismissal of a Director since the incorporation of the payment of any compensation for termination of a contract, so it is therefore considered inappropriate to establish any legal mechanisms in the sense described above.
There are no agreements with these characteristics. The Company follows the policy of not undertaking any payments related to the early termination of the exercise of duties by the Directors or other senior managers, as well as not signing any agreements relative to these matters
There are no plans relative to the attribution of shares or attribution of options for the acquisition of shares.
As described in 85 above, there are no plans relative to the attribution of options for the acquisition of shares, hence the present provision is not applicable.
As described in 85 above, there are no plans relative to the attribution of options for the acquisition of shares, hence the present provision is not applicable.
There is no system of participation of the share capital, therefore there is no justification for the existence of control mechanisms to the extent that the voting rights are not exercised directly by them.
All transactions between entities of the Teixeira Duartes are conducted at market prices. The concept is clear and undertaken by all business managers of the different areas of the Group who deal with related parties.
This attitude is transversal to all transactions of this nature, in other words, any transfer of resources or obligations between related parties, regardless of the existence of a price debit.
In addition to these general guidelines, on 2 December 2021, the Board of Directors of Teixeira Duarte S.A. approved, in compliance with the applicable regulations and with the prior of the Supervisory Board, the Regulations on Transactions with Related Parties, which established rules and procedures that TD,SA must observe whenever Transactions occur between TD,SA or any entity of the Teixeira Duarte Group and the Related Parties, the text of which is transcribed here:
Teixeira Duarte Group: TD.SA and its subsidiaries.
Related Parties: A "Related Party" means a party related to TD,SA within the meaning of international accounting standards adopted pursuant to Regulation (EC)1606/2002 of the European Parliament and of the Council of 19 July, including International Accounting Standard (IAS) 24.
Transactions with Related Party Transactions, for the purposes of this Regulation, are those that are so qualified by the international accounting standards adopted pursuant to Regulation (EC) 1606/2002 of the European Parilament and of the Council of 19 July, namely by the International Accounting Standard (IAS) 24 (hereinafter "Transactions").
to them, namely providing evidence that they were carried out within the scope of their current activity and under market conditions
This Regulation does not apply to Transactions whose applicable laws and regulations treat as exempt, namely:
(a) transactions carried out between the company and its subsidiaries, provided that they are in a controlling with the company and no party related to the company has an interest in that subsidiary;
b) Transactions related to the remuneration of directors, or to certain elements of that remuneration:
(c) transactions caried out by credit institutions on the basis of measures to ensure their stability, adopted by the competent authority responsible for prudential supervision within the meaning of European Union law;
d) Transactions proposed to all shareholders on the same terms in which equal treatment of all shareholders and the interests of the company are ensured.
Transactions with the same Related into during any 12-month period or during the same financial year, and which have not been subject to the obligations set out in the preceding articles, are aggregated for the purposes of those articles.
All transactions between related parties are recorded electronically on a global basis by the Group. In addition to the business managers themselves, these electronic records can be accessed by the finance, accounting and audit teams, as well as the Board of Directors and, in addition, the supervisory bodies of the Company and Group.
It should also be noted in this regard that, on 5 February 2018, the Board of Directors of TD,SA approved the new "Code of Ethics and Conduct of the Texeira Duarte Group", mandatory for all Directors, employees and other representatives under the terms defined in that document
An excerpt of this text on "Customers and Suppliers" is quoted below:
Employees must act – and encourage the Indirect Recipients of that the decisions made by the clients and to be taken relatively by the suppliers follow objective, technical and profession criteria, that aim at the efficiency of the decision and safeguard the interests of the entities they represent, repudiating any possible criteria that privilege interests, as well as any actions constituting power or position abuse.
Employees must act – and ensure that the indirect recipients of this Code also act, to assess possible situations of interest, which should be avoided. They must also actively forbid any corrupt behaviour, including payments or receiving facilitations, or creating, maintaining or promising irregular or favourable situations.
Furthermore, Employees shall be obliged to report – and encourage the Indirect Recipients of this Code to also report - any information that constitutes misconduct, including those that constitute possible illeit practices in financial and accounting matters, fraud, corruption and money laundering, as well as any actions related, to terrorist entities or those that may target or support terrorist practices.
As previously mentioned, the Code of Ethics and Conduct is mandatory for all employees (this concept includes directors, employees and other representatives of Teixeira Duarte Group entities) and any failure to apply the code may lead to disciplinary procedures and sanctions. Therefore, given this scope and effective linkage - which has been considered efficient - TD,SA is complying with Recommendation I.5.1, and has defined a more specific internal procedure for the verification of related party transactions.
In this context and in view of the mechanisms referred to above, all the transactions with related parties were subject to control under the aforesaid terms. These transactions with related parties and additional information may be consulted in Note 29 of the Notes to the Consolidated Financial Statements as at 31 December 2021.
The procedures and criteria in the terms mentioned above are defined and implemented in the Requlations on Related Party Transactions described in point 89. The transactions carried out between the Company and holders of a qualified shareholding are of a current nature and for the exercise of the activity.
The information on business with related parties, in accordance with IAS 24, is reproduced in Note 29 of the Consolicated Financial Statements as at 31 December 2021.
In addition to the applicable legislation and regulations, specifically the Commercial Companies Code, the Securities Market Code and the CMVM Regulations, in particular Regulation 4/2013, TD,SA decided to adopt the Portuguese Institute of Corporate Governance (IPCG) Code.
Indication of the location where the texts on corporate governance codes to which the issuer is subject (Article 245-A(1)(p).
The aforementioned Corporate Governance Code issued by the IPCG can be consulted at www.cgov.pt.
Under the terms of Article 245-A(1)(0), the statement of the corporate governance code to which the issuer is subject should be presented, specifying which, if any, parts of this code there is divergence and the reasons for this divergence.
The information to be presented should include, for each recommendation:
The following table reproduces the text of these Recommendations as broken down on the table of multiple recommendations of the "Note on the interpretation of the Corporate Governance Code IPCG 2018 (revised 2020) - Note 3", with the numbering referred therein, following by an indication of whether or not they are adopted and reference to the Report that covers the topic in question in which, respecting the principle "comply or explain" principle, justification is given of its possible non-adoption or partial adoption.
Out of the 74 Recommendations, the Company did not adopt thirteen and partially adopted three.
Recommendation
Adoption Reference l. GENERAL PART 1.1. The company's relationship with investors and information 1.1.1. Yes The company must put in place mechanisms to ensure. in an appropriate and rigorous 18. 22. 45. manner, the timely disclosure of information to its governing bodies, shareholders, and 55 to 65 investors and other stakeholders, financial analysts and the market in general. 1.2. Diversity in the make-up and functioning of the governing bodies 1.2.1. Companies must put in place criteria and requirements relating to the suitable profiles Yes 16, 18 and of new members of governing bodies for the role to be performed and, in addition to 31 individual attributes (such as competence, independence, integrity, availability and experience), these profiles must consider diversity requirements, paying particular attention to gender, which may contribute to improving the performance of the body and to balancing its respective composition. 1.2.2.(1) The management body must have internal regulations - specifically on the exercise of No 18 and 22 its powers, chairmanship, frequency of meetings, operation and the duties of its members - fully disclosed on the company's website. No 34 1.2.2.(2) Idem for the supervisory body. 27 1.2.2.(3) Idem in relation to internal committees Not applicable Minutes of the meetings of the management body must be drawn up. Yes 22 1.2.2.(4) Yes 22 1.2.2.(5) Idem for the supervisory body. 27 1.2.2.(6) Idem in relation to internal committees. Not applicable 1.2.3.(1) The composition of the management and supervisory bodies and their internal Yes 23 and 35 committees must be disclosed on the company's website. The number of annual meetings of the management and supervisory bodies and their Yes 23 and 35 1.2.3.(2) internal committees must be disclosed on the company's website. 49 1.2.4. A policy for reporting irregularities (whistleblowing) must be adopted that ensures Yes appropriate means for reporting and dealing with such irregularities, safeguarding the confidentiality of the information transmitted and the identity of the whistleblower, whenever this is requested. 1.3. The company's relationship with investors and information 1.3.1. The Articles of Association or other equivalent means adopted by the company must Yes 18 and 22 put mechanisms in place to ensure that, within the limits of applicable legislation, members of the management and supervisory bodies are permanently allowed access to all information and company employees for the assessment of the performance, situation and development prospects of the company, specifically including minutes, documentation supporting decisions taken, notifications of meetings and archives of meetings of the executive management body, without prejudice to access to any other documents or persons from whom clarification may be requested.
| Recommendation | Adoption | Reference | |
|---|---|---|---|
| 1.3.2. | Each of the company's bodies and committees must, in a timely and appropriate manner, ensure the flow of information, from the time of the respective meeting notifications and minutes, which is necessary to allow each of the other bodies and committees to exercise their legal and statutory powers. |
Yes | 12. 18, 22 and 45 |
| 1.4. | Conflict of interests | ||
| 1.4.1. | By internal regulations or equivalent means, the members of the management and supervisory bodies and of the internal committees are under the obligation to inform the respective body or committee whenever there are facts that may constitute or give rise to a conflict between their interests and corporate interests. |
Yes | 22 and 89 |
| 1.4.2. | Procedures must be adopted to ensure that the member affected by the conflict does not interfere in the decision-making process, without prejudice to the duty to provide information and clarification as requested by the committee or its members. |
Yes | 89 |
| 1.5. | Transactions with related parties | ||
| 1.5.1. | The management body must disclose the internal verification procedure for transactions with related parties, in the governance report or by other publicly available means. |
Yes | 10. 22 and 89 |
| 1.5.2. | The management body must report the results of the internal verification procedure for transactions with related parties, including transactions under analysis, to the supervisory body at least every six months. |
Yes | 10, 22 and 89 |
| 11. | SHAREHOLDERS AND GENERAL MEETING | ||
| II.1.(1) | The company should not set an excessively high number of shares required to grant the right to one vote, |
Yes | 1 and 12 |
| II.1.(2) | must explain its choice in the governance report whenever it implies deviating from the principle that each share corresponds to one vote. |
Not applicable | |
| 11.2. | The company should not adopt mechanisms which hinder the taking of decisions by their shareholders, in particular establishing a deliberative quorum greater than that stipulated by law. |
Yes | 14 |
| 11:3 | The company must implement adequate means for shareholders to remotely participate in the General Meeting at a distance, in terms proportional to their dimension |
Yes | 12 |
| 11.4. | The company must also implement appropriate means for exercising remote voting rights, including by correspondence and electronically. |
Partial | 12 |
| 11.5. | Any Articles of Association of the company which set a limit on the number of votes which may be held or exercised by a single shareholder, individually or jointly with other shareholders, must also establish the commitment that at least every five years the maintenance or not of this statutory provision will be subject to deliberation at the General Meeting - with no requirement of a quorum larger than that legally established - and that in this deliberation all the votes cast will be counted, without the application of the above limit. |
5 and 13 |
| Recommendation | Adoption | Reference | |
|---|---|---|---|
| II.6. | Measures must not be adopted that determine payments or the assumption of burdens by the company in the event of a change in control or of a change in the composition of the management body, if they are likely to undermine economic interest in the transter of shares and the tree appraisal by shareholders of the performance of directors. |
Yes | 2, 4 and 6 |
| NON-EXECUTIVE MANAGEMENT AND SUPERVISION | |||
| III.1. | Without prejudice to the legal duties of the Chairman of the Board of Directors, if he/she is not independent, the independent directors must appoint a coordinator from among their ranks to, specifically, (i) act, whenever necessary, as a point of contact between the Chairman of the Board of Directors and the other directors, (ii) ensure that they have all of the necessary conditions and means to perform their duties; and (iii) coordinate them for the performance assessment by the management body provided for in recommendation V.1.1. |
Not applicable | 18 |
| III.2.(1) | The number of non-executive members of the management body must be appropriate for the size of the company and the complexity of the risks inherent to its activity, but sufficient to efficiently assure the functions that have been entrusted to them. The governance report must state how this judgement of adequacy is arrived at. |
Yes | 18 |
| III.2.(2) | Idem for the number of members of the supervisory body. | Yes | 31 |
| III.2.(3) | Idem for the number of financial matters committee members. | Not applicable | 27 |
| III.3. | In any case, the number of non-executive directors must be greater than the number of executive directors. |
No | 18 |
| III.4. | No less than one third of the non-executive directors of each company must meet the independence requirements, and these directors must always be plural. For the purposes of this recommendation, a person is deemed to be independent if he or she is not associated with any specific interest group in the company, and is not in any circumstance likely to affect his or her impartiality when conducting analyses or making decisions, specifically by virtue of: Having held positions in any governing body for more than twelve years, continuously or with breaks; Having been an employee of the company or companies which are in a controlling or group relationship with the former during the last three years; Having, in the last three years, provided services or established significant business relations with the company or companies which are in a controlling or group relationship with the former, whether directly or as a partner, administrator, manager or director of a legal person; Being a beneficiary of remuneration paid by the company or companies which are in a controlling or group relationship with the former in addition to the remuneration arising from the performance of directorship duties; Living in a non-martial partnership or being the spouse or straight line relative or similar, up to and including the 3rd degree, in the collateral line, of directors of the company, of directors of a legal person that holds a qualified stake in the company or of individuals that directly or indirectly hold a qualified holding; Holding a qualitying stake or representing a shareholder holding a qualifying stake. |
No | 18 |
| Recommendation | Adoption | Reference | |
|---|---|---|---|
| III.5. | The provisions of Recommendation 111.4(i) do not preclude the qualification of a new director as independent if, at least three years have elapsed between the end of his or her duties at any governing body and his or her new appointment (cooling-off period). |
Not applicable | 18 |
| III.6.(1) | With respect for the powers conferred on it by law, the supervisory body assesses and issues opinions on the strategic guidelines prior to their final approval by the management body. |
Yes | 50 and 51 |
| III.6.(2) | ldem for the risk policy. | Yes | 50, 51 and 54 |
| .7.(1) | Companies must have a specialised corporate governance committee | No | 22, 24 and 27 |
| 111.7 .(2) | Idem in relation to appointments. | No | 22, 24 and 27 |
| 111.7 .(3) | Idem in relation to performance assessment | No | 22, 24 and 27 |
| IV. | EXECUTIVE MANAGEMENT | ||
| IV.1. | The management body must approve, through internal regulations or equivalent means, the regime for actions taken by executive directors, applicable to their exercising of executive functions in entities outside the Group. |
No | 22 |
| IV.2.(1) | l he management body shall ensure that the company acts in a manner consistent with its objectives and shall not delegate powers, particularly with regard to: i) definition of the company's strategy and main policies; |
Not applicable | 9 and 21 |
| IV.2.(2) | ii) organisation and coordination of the corporate structure; | Not applicable | 21 |
| IV.2.(3) | iii) matters that should be considered strategic due to their monetary value, risk or special characteristics. |
Not applicable | 21 |
| IV.3. | In the annual report, the management body explains how the defined strategy and main policies seek to ensure the long-term success of the company and, and what main contributions result from the report for the community at large |
Yes | 53 and 54 |
| V. | PERFORMANCE ASSESSMENT, REMUNERATION AND APPOINTMENTS | ||
| V.1. | Annual Performance Assessment | ||
| V.1.1.(1) | The management body must assess its performance on an annual basis, taking into account compliance with the company's strategic plan and budget, risk management, its internal operation and the contribution of each member for this purpose, as well as the relationship between the company's bodies and committees. |
No | 24 and 25 |
| V.1.1.(2) | Idem for the performance of management body committees. | Not applicable | 22 and 24 |
| V.1.1.(3) | Idem for the performance of executive directors. | No | 22, 24 and 25 |
| V.2 | Remunerations |
| Recommendation | Adoption | Reference | |
|---|---|---|---|
| V.2.1. | The company must set up a remuneration committee, the composition of which should ensure that it is independent from the administration. This may be the remuneration committee designated under the terms of Article 399 of the Commercial Companies Code. |
Yes | 66 and 67 |
| V.2.2. | The remuneration is to be set by the remuneration committee or by the general meeting, following a proposal by that committee |
Yes | 66 and 67 |
| V.2.3. a proposal from the committee, must also approve the maximum amount of all compensation to be paid to a member of any governing body or committee as a result of the termination of his or her duties, and must disclose the aforementioned situation and amounts in the governance report or remunerations report. |
No | 76 and 80 | |
| V.2.4. | In order to provide information or clarification to shareholders, the chairman or, in his or her absence, another member of the remuneration committee must be present at the annual general meeting and at any other meeting, if the respective agenda includes a matter related to the remuneration of members of the company's bodies and committees, or it his or her presence has been requested by the shareholders. |
Yes | 67 |
| V.2.5. | Within the company's budget limitations, the remuneration committee shall be free to decide on the hiring, by the company, of any consultancy services that may be necessary or appropriate for performing its duties |
Yes | 67 |
| V.2.6. | The remuneration committee must ensure that these services are provided independently and that the respective providers are not contracted to provide any other services to the company itself or to others that are in a control or group relationship with it, without the express authorisation of the committee. |
Not applicable | 67 |
| V.2.7. With a view bringing the interests of the with those of the executive directors, part of their remuneration shall have a variable nature, reflecting the sustained performance of the company and not encouraging the taking of excessive risks. |
Yes | 69, 70 and 71 |
|
| V.2.8. | A significant part of the variable component must be partially deferred over time, for a period of not less than three years, and it must necessarily be associated with the confirmation of sustained performance, under the terms laid down in the company's internal regulations. |
Yes | 70, 71 and 72 |
| V.2.9. | If the variable remuneration includes share options or other instruments directly or indirectly dependent on the value of the shares, the beginning of the financial year period must be deferred for a period of not less than three years. |
Not applicable | 73 and 74 |
| V.2.10. | The remuneration of non-executive directors must not include any component whose value depends on the performance of the company or its value. |
Not applicable | 18 and 66 |
| V.3. | Appointments | ||
| V.3.1. | The company must, under the terms it deems appropriate, ensure that proposals for the election of members of governing bodies are accompanied by justifications in terms of suitability for the profile, knowledge and CV, for the role to be performed by each candidate, in a way that can be demonstrated. |
Yes | 16 and 17 |
| Recommendation | Adoption | Reference | |
|---|---|---|---|
| V.3.2. | Unless this is not justified by the size of the company, the role of monitoring and supporting appointments of management staff must be assigned to an appointments committee. |
Yes | 21 |
| V.3.3. | This committee includes a majority of independent non-executive members. | Not applicable | 27 |
| V.3.4. the extent of its powers, foster transparent selection processes that include effective mechanisms for identifying potential candidates, ensuring that those with the greatest merit and who are best suited to the requirements of the role are selected, and that suitable diversity, including gender diversity is promoted. |
Not applicable | 27 | |
| VI. | INTERNAL CONTROL | ||
| VI.1.(1) | The management body must discuss and approve the strategic plan. | Yes | 53 and 54 |
| VI.1.(2) | The management body must discuss and approve the company's risk policy, which includes setting limits on risk-taking. |
Yes | 53 and 54 |
| VI.2. | The supervisory body must organise itself internally, by implementing mechanisms and periodic control procedures with a view to ensuring that the risks to which the company is effectively exposed are consistent with the objectives set by the management body. |
No | 54 |
| V.3. The internal control system, consisting of the risk management, compliance and internal audit functions, shall be structured in terms that are appropriate to the size of the company and the complexity of the risks inherent to its activity. The supervisory body shall assess it and, within the scope of its duties to supervise the effectiveness of this system, propose any adjustments that may be necessary. |
Partial | 51 and 54 | |
| VI.4. The supervisory body must issue an opinion on the work plans and resources assigned to the internal control system services, including the risk management, compliance and internal audit tunctions, and may propose any adjustments that may be necessary. |
Yes | 51 | |
| VI.5. services, including the risk management, compliance and internal audit functions, at least when matters in question are related to accountability, identification or resolution of conflicts of interest and detection of potential irregularities. |
Yes | 51 | |
| VI.6.(1) | Based on its risk policy, the company must establish a risk management function, identifying (i) the main risks to which it is subject during the course of its activity, |
Yes | 53 and 54 |
| VI.6.(2) | (ii) the probability of their occurrence and their impact, | Yes | 53 and 54 |
| VI.6.(3) | (iii) the instruments and measures to be adopted for their mitigation and | Yes | 53 and 54 |
| VI.6.(4) | (iv) monitoring procedures, aimed at follow-up. | Partial | 53 and 54 |
| Recommendation | Adoption | Reference | |
|---|---|---|---|
| VI.7. | The company must put in place procedures for the supervision, periodic assessment and adjustment of the internal control system, including an annual assessment of the level of internal compliance and performance of this system, as well as the prospects for changing the previously defined risk framework. |
Yes | 53 and 54 |
| VII. | FINANCIAL INFORMATION | ||
| VII.1. | Financial Information | ||
| VII.1.1. | The internal regulations of the supervisory body shall require it to supervise the suitability of the management body's process to prepare and disclose financial information, including the suitability of accounting policies, estimates, judgements, relevant disclosures and their consistent application from one financial year to the next, in a duly documented and communicated manner. |
Yes | 55 |
| VII.2. | Statutory audit and supervision | ||
| VII.2.1. | The supervisory body must use internal regulations to define the supervisory procedures aimed at ensuring the independence of the statutory auditor, under the terms of the applicable legal regime. |
No | 45 and 55 |
| VI.2.2.(1) The supervisory body should be the main point of contact of the Statutory Auditor within the company and the primary recipient of the respective reports, |
Yes | 45. | |
| VI.2.2.(2) that suitable conditions for rendering the services are provided within the company. |
Yes | 45 and 47 | |
| VII.2.3. auditor, its independence and suitability for performing the duties. The supervisory body must propose to the competent body its dismissal or termination of the contract for the provision of its services, whenever there is just cause to do so. |
Yes | 45 |
The company should provide any elements or additional information which, not having been presented in the preceding points, are relevant for the comprehension of the model and governance practices that have been adopted.
At a meeting of its Board of Directors on 13 September 2021, "Teixeira Duarte, SA" approved - based on current guidelines (Article 1(a) and Article 4 of Regulatory Order 18/2020 - an Equality Plan, in accordance with the provisions of Article 7(a) of Law 62/2017, which, as stipulated in Article 3(3) of Regulatory Order 18/2019, was communicated in the Information Disclosure System (SDI) of the Portuguese Securities Market Commission, the description of which is disclosed herein:
Teixeira Duarte, SA (TD,SA) has always been concerned with ensuring the dignified treatment of its employees, with respect for their human and labour rights, including effective equality among all.
Law 62/2017 of 1 August determined that the management and supervisory bodies of companies issuing on a regulated market shall progressively in terms of gender, which Teixeira Duare, SA complies with.
The same law established that companies lish now have to approve annual equality plans aimed at achieving effective equal treatment and opportunities for women the elimination of gender discrimination and encouraging a balance between personal, family and professional life, and must publish the plans on their respective website by 15 September each year, under the terms of Normative Order 18/2019 of 21 June.
In this context, on 11 September 2020, Teixeira Duarte, SA approved its Equality Plan for 2021 at a meeting of its Board of Directors, which, associated with internal and external factors relevant to its purpose and strategic orientation, served as the basis for the preparation of the Plan for Equality for 2022 that is now being presented.
Teixeira Duarte, SA has incorporated, in its management strat contribute to ensuring that gender equality in its different domains (i.e., respect for the dignity of men and women in the workplace; reconciliation between professional, family and personal life and quality in employment) is a reality within the Group companies.
Based on the Mission "To do, contributing to the construction of a better world", an objective shared by all Group employees and workers, regardless of their area of activity, geography, or work team, Teixeira Duarte adopted several instruments guiding the performance of the companies involved in the promotion of discriminatory practices, including the following:
Teixeira Duarte, SA operates in line with the UN Human Rights Declarations, the Organisation for Eonomic Cooperation and Development (OECD), the Internation (ILO), national and international legislation and the 10 Principles of the United Nations Global Compact in the fields of Human Rights, the Environment, Competition and the fight against Corruption and Bribery, Money Laundering and Financing of Terrorism.
The Teixeira Duate Group has in force a Code of Ethics and Conduct that is mandatory for all its employees, which in its chapter on "Commitments to Labour Rules" expressly enshines the obligation of equal treatment and non-discrimination, prohibition of harasment. as well as the promotion of reconciliation with family and protection in parenting. The Code of Ethics and Conduct provides for the existence of an Ethics Channel where all employees (as well as third parties) must regularities (namely harassment at work) identified, without the complainants being able to suffer reprisals for complaints in good faith.
Aware of the importance of employees' opinions with the implementation of measures that effectively meet the interests of the worker, Teixeira Duate implemented an ideas channel, accessible through the Corporate Portal at www.canaldeideias.teixeiraduarte.pt, where suggestions and measures can be considered important for the reconciliation of professional, family and personal life.
Based on its culture and equality objectives, Teixeira Duarte, SA presents its Equality Plan for 2022 which, in line with the guidelines contained in the "Guide for the Implementation of Equality Plans for Companies" and the recommendations of CITE regarding the Annual Plan for the Equality of Teixeira Duarte, SA for 2020, established by Normative Order 18/2019, aims to disclose new measures to be implemented, as well as to update and disseminate procedures and practices already implemented and in force in the Teixeira Duarte Group within the scope of Gender Equality defined by legislation Portuguese.
The Plan for Equality, defined for 2022, represents the commitment of Teixeira Duarte, SA to the measures contained therein and will be monitored by a Working Group (internal Task Force) through the evaluation of the goals defined for each of the measures in order to incorporate new measures and/or or readjust the existing ones.
This Working Group is composed of four men and two women - from different areas of activity within the Teixeira Duare Group (Sustainability/Human Resourcessions and Services/Management System) and who work with the supervision of the Board of Directors.
Teixeira Duarte, SA, as the top listed company of the Teixeira Duarte Group, has no employees of the governing bodies and has in force a Diversity Policy of Management and Supervisory Bodies approved at the General Meeting.
In this circumstance, and considering that the Texeira Duarte Group companies operate in six different sectors (Construction, Concessions and Services, Real Estate, Hospitality, Distribution and in 22 countries with very different cultures and legal frameworks, it is understood that the appropriate way to achieve effective equal treatment and opportunities between women and men, promoting the elimination of discrimination based on sex and fostering reconciliation between personal family and professional life within the Teixeira Duarte Group, will be obtained through the elaboration of a Plan for Equality that presents a set of objectives and measures that should be implemented and developed directly by its subsidiaries.
Thus, the approval of the Plan for Equality 2022 by Teixeira Duarte, SA, as the top listed company of the Teixeira Duarte Group, that is, to be applied to itself and extended to all entities integrated in its consolidation and management perimeter - in a manner appropriate to its realities of operation, both geographic and sectoral - the meanings and scope of the following expressions used throughout this document are clarified:
Teixeira Duarte: The identity of a business Group that presents itself through its brand image: a Portuguese Group originally founded as an engineering company. Its engineering roots came from its founder who, with an entrepreneurial spirit and with support from its human resources and technical equipment, has for a century extended its action and markets, with a marked identity experienced and upheld by all involved, with pride and affection.
Teixeira Duarte Group: Set of entities integrated in the consolidation perimeter and scope of management of Teixeira Duarte, SA.
The 2022 equality plan can be consulted at the address: https://www.teixeiraduarte.pt/wpcontent/uploads/2021/09/TDSAPlanolgualdade2022.pdf
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Individual Financial Statements 2021
REPORTS AND ACCOUNTS 2021
| Items | Notes | 31/12/2021 | 31/12/2020 |
|---|---|---|---|
| Assets | |||
| Non-current assets: | |||
| Tangible fixed assets | 7 | ||
| Goodwill | 8 and 9 | 13,002 | 16,253 |
| Intangible assets | 6 | ||
| Financial holdings - equity method | 9 | 957,981 | 980,588 |
| Deferred tax assets | 14 | 18,864 | 5,375 |
| 989,847 | 1,002,216 | ||
| Current assets: | |||
| Clients | 15.1 and 22 | 6,755 | 11,942 |
| Government and other public entities | 15.1 | 5,608 | 4,606 |
| Other credit receivable | 15.1 | 15,146 | 28,693 |
| Deferrals | 15.1 | 1,525 | 790 |
| Cash and bank deposits | 4 | 121 | 53 |
| 29,155 | 46,084 | ||
| TOTAL ASSETS | 1,019,002 | 1,048,300 | |
| Equity and Liability | |||
| Equity: | |||
| Subscribed capital | 23 | 210,000 | 210,000 |
| Legal reserves | 23 | 42,000 | 42,000 |
| Other reserves | 23 | 242,551 | 242,551 |
| Retained Earnings: | |||
| Retained earnings | (11,788) | 6,116 | |
| Non-attributed profit - equity method | (362,470) | (355,592) | |
| Adjustments/other changes in equity | |||
| Non-attributed profit - equity method | 362,470 | 355,592 | |
| Other adjustments to financial assets | (150,990) | (231,996) | |
| 331,773 | 268,701 | ||
| Net income for the period | 23 | (125,858) | (17,904) |
| EQUITY TOTAL | 205,915 | 250,797 | |
| Liability | |||
| Non-current liabilities: | |||
| Obtained financing | 15.2 and 22 | 220,757 | 229,559 |
| Other debts payable | 15.2 and 22 | 131,746 | 174,286 |
| 352,503 | 403,845 | ||
| Current liability: | |||
| Suppliers | 15.2 and 22 | 86,918 | 69,695 |
| Government and other public entities | 15.2 and 22 | 7,194 | 6,644 |
| Obtained financing | 15.2 and 22 | 66,987 | 47,236 |
| Other debts payable | 15.2 and 22 | 299,485 | 270,083 |
| 460,584 | 393,658 | ||
| TOTAL OF LIABILITY | 813,087 | 797,503 | |
| TOTAL EQUITY AND LIABILITIES | 1.019.002 | 1.048.300 |
(Values in thousand euros)
The notes are an integral part of the Balance Sheet as at 31 December 2021.
| Income and expenses | Notes | 2021 | 2020 |
|---|---|---|---|
| Sales and services rendered | 11 | 3,447 | 4,303 |
| Gains/losses imputed to subsidiaries, associates and joint ventures | 9 and 10 | (102,183) | 9,032 |
| External supplies and services | 19 | (3,052) | (3,333) |
| Staff expenses | 18 | (1,271) | (1,354) |
| Other income | 20 | 200 | 1,188 |
| Other expenses | 21 | (731) | (1,381) |
| Result before depreciation, financing expenses and taxes | (103,590) | 8,455 | |
| 6, 7, 8 | |||
| Depreciation and amortisation expenses/reversals | (3,251) | (3,330) | |
| Operational result (before financing expenses and taxes) | (106,841) | 5,125 | |
| Interest and similar income obtained | 11 and 17 | 59 | 28 |
| Interest and similar costs paid | 17 | (20,580) | (25,268) |
| Result before taxes | (127,362) | (20,115) | |
| Income tax for the period | 14 | 1,504 | 2,211 |
| Net income for the period | (125,858) | (17,904) |
(Values in thousand euros) The notes are an integral part of the Income Statement by Nature as at 31 December 2021.
The Certified Accountant
The Board of Directors
| Equity attributed to the shareholders | ||||||||
|---|---|---|---|---|---|---|---|---|
| Description | Notes | Subscribed capital |
Legal reserves |
Other reserves |
Retained earnings |
Adjustments to financial assets of subsidiaries and associates |
Net income for the period |
Total |
| Balance as at 1 January 2020 1 |
210.000 | 42,000 | 234,672 | (314,458) | 201,452 | 7.879 | 381,545 | |
| Application of equity method | 9 | (35,018) | (77,826) | (112,844) | ||||
| Appropriation of net income | 7,879 | (7,879) | ||||||
| 2 | 7,879 | (35,018) | (77,826) | (7,879) | (112,844) | |||
| 3 Net income for the period |
(17,904) | (17,904) | ||||||
| 4=2+3 Integral income of the period |
(130,748) | |||||||
| Balance as at 31 December 2020 6=1+2+3 |
210,000 | 42,000 | 242,551 | (349,476) | 123,626 | (17,904) | 250,797 | |
| 7 Balance as at 1 January 2021 |
210.000 | 42,000 | 242,551 | (349,476) | 123,626 | (17,904) | 250,797 | |
| Application of equity method | 9 | (6,878) | 87,854 | 80,976 | ||||
| Appropriation of net income | 23 | - | (17,904) | 17,904 | ||||
| 8 | (24,782) | 87,854 | 17,904 | 80,976 | ||||
| 9 Net income for the period |
(125,858) | (125,858) | ||||||
| Integral income of the period 10=8+9 |
(44,882) | |||||||
| Balance as at 31 December 2021 12=7+8+9 |
210,000 | 42,000 | 242,551 | (374,258) | 211,480 | (125,858) | 205,915 |
(Values in thousand euros)
The notes are an integral part of the Statement of changes in equity as at 31 December 2021.
| Description | Notes | 2021 | 2020 |
|---|---|---|---|
| Operational activities: | |||
| Revenue from clients | 7,964 | 6,405 | |
| Payment to suppliers | (5,886) | (4,704) | |
| Payment to staff | (1,014) | (1,008) | |
| Cash generated by operations | 1,064 | 693 | |
| Income tax payment/revenue | 2,626 | 3,902 | |
| Other revenue/payments related to the operational activity | (259) | (1,003) | |
| Cash flows of operational activities (1) | 3,431 | 3,592 | |
| Investment activities: | |||
| Payments related to: | |||
| Other Assets - Related parties | (15,140) | (12,680) | |
| Revenue related to: | |||
| Tanqible fixed assets | 721 | ||
| Financial investments | 4 | 499 | |
| Interest and similar income | 61 | 28 | |
| Other Assets - Related parties | 17,685 | 9,115 | |
| Cash flows of investment activities (2) | 3,105 | (2,816) | |
| Financing activities: | |||
| Revenue related to: | |||
| Obtained financing | 15.2 | 120,074 | 115,050 |
| Obtained financing - Related parties | 15.2 | 48,510 | 23,920 |
| Payments related to: | |||
| Obtained financing | 15.2 | (118,384) | (120,196) |
| Obtained financing - Related parties | 15.2 | (38,969) | (17,850) |
| Interest and similar costs | (17,699) | (1,814) | |
| Cash flows of financing activities (3) | (6,468) | (890) | |
| Variation of cash and cash equivalents (1+2+3) | 68 | (114) | |
| Cash and cash equivalents at the beginning of the period | 4 | 53 | 167 |
| Cash and cash equivalents at the end of the period | 4 | 121 | 53 |
(Values in thousand euros)
The notes are an integral part of the Cash flow statement as at 31 December 2021.
A Teixeira Duarte, S.A. (hereinafter referred to as Teixeira Duarte or the Company), with legal person number 509234526, has its head office in Porto Salvo, was incorporated on 30 November 2009. Its main activity is investment and the coordination and supervision of other companies that are part of or related to its business group. It essentially operates in the areas of strategic and organisational planning.
The financial statements in annex refer to the Company in individual terms with the financial investments in subsidiaries recorded by the equity method, as explained in Note 3.2.a).
All the values of these Notes are expressed in thousand euros.
These financial statements were prepared pursuant to the Accounting Standards and Financial Reporting (NCRF) established by the Accounting Standardisation System (SNC), approved by Decree-Law 158/2009 of 13 July, with the rectrications of the Declaration of Rectification 67B/2009 of 11 September, and with the amendments introduced by Law 20/2010 of 23 August, and by Decree-Law 98/2015 of 2 June, which introduced into the Accounting Standardisation System (SNC), changes considered essential to guarantee its compliance with Directive 2013/34/EU of the European Parliament and of the Council of 26 June, with subsequent amendments being made to the Ordinances and Notices related to the accounting instruments comprising the SNC.
None of the provisions of the Accounting Standardisation System (SNC) were derogated considering the need for these to show a true and appropriate image of the asset, liability and the income of the entity, by which there are no effects on the financial statements resulting from this situation.
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The financial statements have been prepared according to the convention of recorded expenses, on an assumption of the continuity of operations, from the accounting records of the Company, maintained in accordance with the SNC's Acounting and Financial Reporting Standards.
The attached financial statements were prepared with the assumption of the continuity of operations, from the accounting record books of the Company maintained according to the SNC's Accounting and Financial Report Standards.
The financial investments in subsidiaries are recorded by the participation initially being calculated by the cost of acquisition, which was added or deducted by the difference between that cost of acquisition and the from the participation in the capital belonging to those of acquisition or the first application of the mentioned method.
The differences between the acquisition cost of the investor's share of the investor's share of the net fair value of the identifiable assets and contingent liabilities of the subsitive, are recorded as Goodwill or kept under the item of investments in subsidiaries. In cases when the cost of acquisition is less than the fair value of the identified net assets, the calculated difference (negative Goodwill) is registered as gain from the acquisition occurs, under "Other income".
Amortisations are calculated, by the straight-line method according to the company for the Goodwill in cause. Amortisation is calculated in accordance with the following estimated useful life:
Service life in vears Goodwill 10
In accordance with the equity method, financial investments are periodically adjusted by the amount corresponding to the participation in the net income of subsidiaries against "Gains / losses attributed to subsidiaries" and other changes in "Other adjustments to financial assets", as well as recognition of impairment losses. Furthermore, the dividends received from these companies are recorded as a reduction in the value of financial investments.
When the losses in subsidiaries exceed the investment in those entities, provision is recognised up to the limit of the holdings in them.
Tanaible assets used in production services or for administrative use are recorded at acquisition or production cost, including the expenses incurred with their acquisition, minus accumulated depreciation and impairment losses, when applicable.
The tangible fixed assets are depreciated by the straight-line method according to its estimated useful life, from the same is found available to be used for the intended use and stops when the assets are disposed or become classes held for sale. Depreciation is calculated in accordance with the following estimated useful lives:
| Service life in years | |
|---|---|
| Buildings and other constructions | 10 |
| Transportation equipment: | 4 - 5 |
| Administrative equipment | 3 - 10 |
Improvements and upgrades are only recognised as assets when they correspond to the replacement of goods, which are written-off, or lead to an increase in future economic benefits.
Tangible fixed assets in progress correspond to tangible assets under construction and are recorded at acquisition cost minus any impairment losses. These tangible fixed assets are depreciated as from when the underlying assets are concluded or in use.
The gains or losses arising from the sale or write-off of tangible fixed as the difference between the sale price and the net book value on the date of alienation/write-off, being recorded at the income statement under the items "Other income" or "Other expenses".
Intangible assets comprise essentially contractual rights over computer programs, and are recorded at accumulated depreciation and impairment losses. Intangible assets are recognised only if it is probable that they will produce future economic benefits for the company, are controllable by the company and their value can be measured reliably.
Internal costs related to the maintenance and development of software are recorded as costs in the income statement when incurred, except when such costs refer directly to projects which will probably generate future economic benefits for the company. In such cases, these costs are capitalised as intangible assets.
Amortisations are calculated, from the bacome available to be used for their intended use, by the straight-ine method according to the utility period expected by the assets in cause. Amortisation is carried out in accordance with the following estimated useful lives:
Service life in vears Software 3 - 6
Income and expenditure are recorded on an accrual basis of accounting, through which they are recognised as they are generated.
Income and expenditure whose actual value is unknown are estimated based on the date of preparation of the financial statements.
Differences between the amounts received and the corresponding income and costs are recorded under "Other credit receivable" and "Deferrals" in the assets and under "Other debts payable" and "Deferrals" in the liabilities.
Borrowing costs are recognised in the income statement for the year to the extent that the financial costs of the loans received directly related to the acquisition and production of assets that take a substantial period of time to become ready for their intended use, are capitalised as part of the assets. The capitalisation of these costs begins after the beginning of the preparation of construction or development of the asset and is interrupted after the beginning of use or end of production or construction of the asset or when the project concerned. Any financial gain arising from bans obtained in advance and which may be allocated to a specific investment is deducted from financial costs eligible for capitalisation.
Revenue associated with the provision of services is recognised with reference to the transaction on the balance sheet date, when the outcome of a transaction can be estimated reliably. The outcome of a transaction can be reliably estimated when all of the following conditions are met:
Interest revenue is recognised using the effective interest method, when it is probable that future economic benefits will flow to the Company and the related amount can be reliably valued and measured.
Transactions in foreign currency different from the Company's functional currency) are recorded initially at the exchange rate of the dates of the transactions. On each reporting date, the monetary items shown in foreign currency are updated to the exchange rate of that date.
Currency conversion differences calculated on the date of receipt or payment of foreign currency and those arising from the updates referred to above are recorded under financing income or expenses for the period when they are generated.
Financial assets and financial liabilities are recognised when the company becomes a party in the contractual relationship.
The amounts included in the item "Cash and bank deposits" correspond to cash, bank deposits and other cash investments, with a maturity of less than three months and which can be immediately mobilised with no significant risk of change in value.
Accounts receivable are measured, when recognised initially, at fair value and subsequently at their amortised cost in accordance, which does not usually differ from their nominal value. When they are impaired, the corresponding adjustmentis recorded through profit or loss. The recognised adjustment is measured by the difference between the value are recognised and the present value of the cash flows discounted at the effective interest rate determined at their initial recognition.
Investments are recognised on the inherent risks and rewards are transferred substantially. They are initially recorded at their acquisition value, which is the fair value of the price paid, including transaction costs.
Financial liablities and equity instruments are classified in accordance of the contract independently of their legal form. Equity instruments are contracts that have a residual interest in the company's assets after deduction of the liabilities.
The equity instruments issued by the company are received value of costs supported by its issuance.
The accounts payable are initially recognised by the respective fair value and, subsequently, by the respective amortised cost, which usually does not defer from its nominal value.
Loans obtained are initially recorded and recognised as liabilities at the amount received, net of costs of issuing such loans and later measured by the amortised cost method. Financial costs, calculated in accordance with the effective interest rate and including premiums payable, are stated in accrual basis of accounting, being added to the book value of the loan if they are not settled during the financial year.
Loans granted are initially recorded and recognised as assets at the nominal value paid, net of fees for issuing these loans, and are subsequently measured using the amortised costs, calculated in accordance with the effective interest rate and including premiums payable, are stated in accordance with the accrual basis of accounting.
The Company offers retirement insurance to its employees, constituted under a social policy of incentives to workers. It is characterised by its optional nature, it is the exclusive decision of the Management that the contributions are made which are always adequate, taking into consideration performance and economic and financial situation. Thus, these contributions are recorded as a cost on the date when they are due.
Notwithstanding its optional origin, the availability of the contributions made by the Company are those exclusively foreseen in the applicable tax legislation.
The Company is subject to the Special Taxation Regime for Corporate Groups (RETGS) provided for in Article 69 of the Corporate Income Tax Code, having been the controlling company since 1 January 2012.
The "Income tax for the period" recorded in the income statement shows the sum of current tax and deferred tax.
Current tax on income is calculated based on the taxable profits of the company in accordance with the taxable profits can defer from the accounting results, as they can exclude diverse expenses and profits that are only deductible or taxable in years to come, as well as expenses and profits that will never be deductible or taxable.
Deferred tax is the result of the temporary differences between the amount of assets and liabilities for accounting purpose (book value) and the respective amounts for the purposes of taxation (tax basis), according to the dispositions in NCRF 25 - Income taxes.
Deferred tax assets and liabilities are calculated and assessed annually using the taxation rates which are in force or announced to be in force on the expected date of the reversal of the temporary differences.
Deferred taxes assets are recognised only when there are reasonable expectations of sufficient future taxable profits for their use, or in situations where there are temporary differences for taxation purposes the deductible temporary differences in the period of their reversal. Deferred tax assets and liabilities are calculated and assessed periodically using the tax rates expected to be in force when the timing differences reverse.
At the end of each period the deferred income tax is reviewed, the amount of the same being adjusted in function with the expectations of future use.
Deferred taxes are recorded as a cost or income for the year, unless recorded directly under equity, in which case the deferred tax is also recorded under the same item.
Contingent assets are possible assets derived from past events and whose existence will only be confirmed by the ocurrence, or not, of one or more uncertain future events, not totally under the control of the entity.
Contingent assets are not recognised in the consolidated financial statements of the entity, but are disclosed when the existence of a future economic benefit is probable.
Contingent liabilities are defined as: (i) possible liabilities arising from past events and whose existence will only be confirmed by the occurrence, or not, of one or more uncertain future events not totally under the control of the entity, or (ii) present liabilities which arise from past events but are not recognised because it is unlikely that an outflow of resources affecting economic benefits will be required to settle the liability or the amount of the liability cannot be measured reliably.
Contingent liablities are not recognised in the consolidated financial statements, but are possibility of an outflow of funds affecting future economic benefits is remote, in which case they are not even disclosed.
When preparing the financial statements, the Company adopted certain assumptions and estimates which affect the related assets, liabilities, income and costs. All the estimates and assumptions made by the Board on the best existing knowledge, at the date of the approval of the financial statements, of the events and transactions in progress.
The most significant accounting estimates reflected in the financial statements include: i) impairment analyses, namely of accounts receivable, financial investments and goodwill; ii) accruals and deferrals; and iii) deferred tax assets.
The estimates were determined based on the best information available on the financial statements and on the best knowledge and experience of past and/or currents. However, situations might occur in subsequent periods which, not having been predictable on that date, were not considered in these estimates, which occur subsequently to the date of the financial statements, will be corrected prospectively in the income statement.
As at 31 December 2021 and 2020, the cash and bank deposits were detailed as follows:
| 31/12/2021 | 31/12/2020 | |
|---|---|---|
| Cash | 2 | 2 |
| Bank deposits | 119 | 51 |
| 121 | 53 |
The revenues from financial investments in the periods ended on 31 December 2021 and 2020, refer to the following operations:
| 2027 | 2020 | |
|---|---|---|
| Sale of stake in Lagoas Park, S.A. | 499 | |
| 499 |
The amount received for the sale of the stake in Lagoas Park, S.A., corresponds to the "Earn Our" stipulated in the 2018 deed of sale.
The remunerations attributed to the members of the Company's governing bodies for the periods ended on 31 December 2021 and 2020 were as follows:
| 2021 | 2020 | |
|---|---|---|
| Executive directors: | ||
| Short-term benefits | 721 | 918 |
| Supervisory board: | ||
| Short-term benefits | 66 | 66 |
| 787 | 984 |
The terms or conditions applied between the Company and the related identical to those which would normally be contracted, accepted and applied between independent entities in comparable operations.
The main balances for the periods ended on 31 December 2021 and 2020 with related parties can be broken down as follows:
| Clients (Note 15.1) |
Suppliers (Note 15.2) |
Financing obtained (Note 15.2) |
Deferrals | Other credit receivable and other debts payable |
|||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| 31/12/2021 | 31/12/2020 | 31/12/2021 | 31/12/2020 | 31/12/2021 | 31/12/2020 | 31/12/2021 | 31/12/2020 | 31/12/2021 | 31/12/2020 | ||
| Subsidiaries: | |||||||||||
| TEIXEIRA DUARTE - E.C., S.A. | 473 | 5,351 | 86,317 | 68,988 | 3,212 | 257 | 257 | (408,134) | (420,634) | ||
| TEIXEIRA DUARTE - E.C., S.A. (Angola Branch) | 1,799 | 1,798 | |||||||||
| TEIXEIRA DUARTE - E.C., S.A. (E.E. of Algeria) | 162 | ||||||||||
| TEIXEIRA DUARTE - E.C., S.A. (Venezuela Branch) | 15 | 15 | |||||||||
| TEIXEIRA DUARTE - Gestão de Participações e Investimentos Imobiliários, S.A. |
55 | 85 | 25,534 | (19,327) | (18,015) | ||||||
| TDGI - Tecnologia de Gestão de Imóveis, S.A. | 76 | 76 | 5,361 | 3,284 | |||||||
| 2,363 | 7,457 | 86,317 | 69,073 | 28,746 | 257 | 257 | (422,100) | (435,365) | |||
| Other related parties: | |||||||||||
| ALVALADE - Empreendimentos Turísticos e Hoteleiros, Lda. |
335 | 335 | |||||||||
| AUTO COMPETIÇAO ANGOLA (S.U.), Lda. | 126 | 126 | |||||||||
| BONAPARTE - Imóveis Comerciais e Participações, S.A. | રજક | 567 | |||||||||
| C + PA - Cimento e Produtos Associados, S.A. | 1,721 | 1,358 | |||||||||
| CND - Companhia Nacional de Distribuição (S.U.), Lda. | 961 | 961 | 270 | 135 | |||||||
| COMERCIO DE AUTOMOVEIS, Lda. | 151 | 151 | |||||||||
| EDUCARE - Actividades Educativas e Culturais, Lda. | દિવે | દિવે | |||||||||
| EMPA - Serviços de Engenharia, S.A. | 127 | 127 | |||||||||
| EPOS - Empresa Portuguesa de Obras Subterrâneas, S.A. |
3,882 | 2,343 | |||||||||
| ESTA - Gestão de Hotéis, S.A. | 225 | 257 | |||||||||
| GO CORP - Travel Solutions, S.A. | 1,808 | 1,784 | |||||||||
| HOTEL BAIA (S.U.), Lda. | 276 | 276 | |||||||||
| HOTEL TROPICO, S.A. | રિક | રિક | |||||||||
| IMOPEDROUÇOS- Sociedade Imobiliária, S.A. | 2,283 | 2,263 | |||||||||
| IMOTD - SGPS, S.A. | 507 | 388 | |||||||||
| LAGOAS HOTEL, S.A. | 2 | 2,011 | 2,209 | ||||||||
| OCC - Operador Central de Comércio, Lda. | 65 | ||||||||||
| QUINTA DE CRAVEL - Imobiliária, S.A. | 80 | 248 | |||||||||
| SINERAMA - Organizações Turísticas e Hoteleiras, S.A. | 286 | 254 | |||||||||
| SMOTORS, S.A. | (100) | (72) | |||||||||
| TDA - Comércio e Indústria (S.U.), Lda. | 907 | 1,059 | 105 | ટિક | |||||||
| TEIXEIRA DUARTE - Distribuição, S.A. | 2,260 | 1,866 | |||||||||
| TDGI - Tecnologia de Gestão de Imóveis, Lda. | 186 | 186 | 46 | 23 | |||||||
| TDO - Investimento e Gestão, S.A. | ರಾ | તેનું જેવી સ | 38,290 | 3,330 | 6,082 | ||||||
| TDVIA - Sociedade Imobiliária, S.A. | (1,884) | (1,546) | |||||||||
| TDHC-Instalações para Desporto e Saúde, S.A. | (318) | (278) | |||||||||
| TEDAL - SGPS, S.A. | 898 | 705 | |||||||||
| TEIXEIRA DUARTE - Engenharia e Construções (Angola), Lda. |
785 | 690 | |||||||||
| TEIXEIRA DUARTE - Engenharia e Construções, Lda. (Mozambique) |
રિક | ||||||||||
| TDSP, Participações Lda. | |||||||||||
| TD AM, S.A. | 997 | ||||||||||
| Other | 183 | 250 | 9 | ప | 803 | 489 | |||||
| 4,169 | 4,457 | 102 | 2 | 38,290 | 3 | 18,799 | 20,126 | ||||
| 6,532 | 11,914 | 86,419 | 69,075 | 38,290 | 28,749 | 257 | 257 | (403,301) | (415,239) |
| Services rendered | Interest and similar income obtained |
Other income | External Supplies and Services |
Interest and similar costs paid |
||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 2021 | 2020 | 2021 | 2020 | 2021 | 2020 | 2021 | 2020 | 2021 | 2020 | |
| Subsidiaries: | ||||||||||
| TEIXEIRA DUARTE - E.C., S.A. | 3,160 | 3,713 | 4 | 16 | 144 | 104 | 236 | 472 | 11,362 | 15,912 |
| TEIXEIRA DUARTE - E.C., S.A. (Angola Branch) | 2 | |||||||||
| TEIXEIRA DUARTE - E.C., S.A. (Venezuela Branch) | (1) | |||||||||
| TEIXEIRA DUARTE - Gestão de Participações e Investimentos Imobiliários, S.A. |
21 | 145 | 1,053 | |||||||
| TDGI - Tecnologia de Gestão de Imóveis, S.A. | 76 3,236 |
61 3,794 |
ব | 16 | 144 | 48 152 |
236 | 474 | 11,507 | 16.965 |
| Other related parties: | ||||||||||
| CND - Companhia Nacional de Distribuição (S.U.), Lda. | 135 | 317 | ||||||||
| ESTA - Gestão de Hotéis, S.A. | (41) | 23 | ||||||||
| GO CORP - Travel Solutions, S.A. | 1 | 2 | ||||||||
| LAGOAS HOTEL, S.A. | 10 | ி | 25 | |||||||
| SMOTORS, S.A. | 3 | |||||||||
| TDA - Comércio e Indústria (S.U.), Lda. | રિઝ | 124 | ||||||||
| TDGI - Tecnologia de Gestão de Imóveis, Lda. | 23 | િત્વ | ||||||||
| TDO, Investimento e Gestão, S.A. | ર્ટર્ટ | 12 | 673 | |||||||
| TEIXEIRA DUARTE - Engenharia e Construções (Angola), Lda. |
19 | |||||||||
| ALVALADE - Empreendimentos Turísticos e Hoteleiros, Lda. | 12 | |||||||||
| 211 | 498 | રેટ | 12 | 23 | 10 | 27 | 673 | |||
| 3.447 | 4,292 | ਦਰੇ | 28 | 144 | 175 | 246 | 501 | 12,180 | 16,965 |
As at 31 December 2021, the Company did not have Intangible assets.
During the period ended on 31 December 2020, the movements that occurred in the Intangible assets, as well as in the respective accumulated amortisations, were as follows:
| Opening Balance |
Additions | Transfers and write-offs |
Disposals | Closing Balance |
|
|---|---|---|---|---|---|
| Gross assets: | |||||
| Software | 266 | (39) | (227) | ||
| 266 | (39) | (227) | |||
| Accumulated amortisations: | |||||
| Software | 139 | ு | (38) | (110) | |
| 139 | ு | (38) | (110) | - | |
| Net value of intangible assets | 127 | - |
As at 31 December 2021, the Company did not have Tangible fixed assets.
During the period ended on 31 December 2020, the movements that occurred in the Tangible fixed assets, as well as in the respective accumulated depreciations, were as follows:
| Opening Balance |
Additions | Transfers and write-offs |
Disposals | Closing balance |
|
|---|---|---|---|---|---|
| Gross assets: | |||||
| Buildings and other constructions | 612 | (612) | |||
| Transportation equipment: | 11 | (11) | |||
| Administrative equipment | 434 | (14) | (420) | ||
| 1.057 | (14) | (1,043) | |||
| Accumulated depreciations: | |||||
| Buildings and other constructions | 146 | 51 | (197) | ||
| Transportation equipment: | 11 | (11) | |||
| Administrative equipment | 312 | 20 | (14) | (318) | |
| 469 | 71 | (14) | (526) | ||
| Net value of tangible fixed assets | 588 |
The amounts relating to Goodwill for the financial years ended on 31 December 2021 and 2020, were:
| 31/12/2021 | |||
|---|---|---|---|
| Gross amounts | Net amounts | ||
| Investments in subsidiaries - TDGI, S.A. (Note 9) | 32.504 | (19.502) | 13.002 |
| 32,504 | (19,502) | 13.002 |
| 31/12/2020 | |||
|---|---|---|---|
| Gross quantities Accumulated amortisation | Net amounts | ||
| Investments in subsidiaries - TDGI, S.A. (Note 9) | 32.504 | (16.251) | 16.253 |
| 32.504 | (16.251) | 16.253 |
In the period ended on 31 December 2021, based on the business plan of the subsidiary TDGI, S.A., management did not identify any signs of impairment.
As at 31 December 2021 and 2020, the Company had recorded the following different investment amounts under the item 'Financial stakes - equity method":
| 31/12/2021 | 31/12/2020 | |
|---|---|---|
| Net amounts | Net amounts | |
| Investments in subsidiaries | 957.981 | 980.588 |
As at 31 December 2021 and 2020, the Company held stakes in the following subsidiary companies:
| Corporate name | Head Office | Effective percentage holding |
|---|---|---|
| TEIXEIRA DUARTE - Engenharia e Construções, S.A. | Edifício 2, Lagoas Park, Oeiras | 100.00% |
| TEIXEIRA DUARTE - Gestão de Participações e Investimentos Imobiliários, S.A. | Edifício 2, Laqoas Park, Oeiras | 100.00% |
| TDGI - Tecnologia de Gestão de Imóveis, S.A. | Edifício 2, Lagoas Park, Oeiras | 100.00% |
The main financial information, adjusted for the equity method related to subsidiaries as at 31 December 2021 and 2020, is as follows:
| Assets | Liabilities | Income | Net income | |||||
|---|---|---|---|---|---|---|---|---|
| 31/12/2021 | 31/12/2020 | 31/12/2021 | 31/12/2020 | 2021 | 2020 | 2021 | 2020 | |
| TEIXEIRA DUARTE - Engenharia e Construções, S.A. |
1,151,881 | 1,268,070 | 859.149 | 897,492 | 334,907 | 359.111 | (112,827) | (9,179) |
| TEIXEIRA DUARTE - Gestão de Participações e Investimentos Imobiliários. S.A. |
945,532 | 842,252 | 290,809 | 241,655 | 37,882 | 60.429 | 8.346 | 15.353 |
| TDGI - Tecnologia de Gestão de Imóveis, S.A. |
29,435 | 24,885 | 18.909 | 15.472 | 40,257 | 40.540 | 2,298 | 2.104 |
| 2,126,848 | 2,135,207 | 1,168,867 | 1,154,619 | 413.046 | 460.080 | (102.183) | 8,278 |
As at 1 January 2018, the Texeira Duate Group considered the companies in Angola and Venezuela as forming part of hyperinflationary economies, in compliance with the application of IAS 29, with signify of the companies, and which were translated into the Business through its subsidiaries. However, as at 1 January 2019, the Angolan economy was no longer considered as a hyperinflationary economy, for which reason IAS 29 ceased to be applicable to companies domiciled in that geographic region. Furthermore, as at 31 December 2018, the Teixeira Duarte Group changed the measurement model of a group of "homogeneous class" assets from the cost model to the revaluation model, applied again in the 2020 period, maintaining this criterion since then which has resulted in an increase in the equity of the companies holding these assets.
Therefore, the financial statements of the purpose of applying the equity method, as at 31 December 2021 and 2020, include the set of impacts mentioned above, with a very significant effect on the Company's equity.
The following movements occurred in the holdings in subsidiaries during the period ended on 31 December 2021 and 2020:
| Holdings | Goodwill | l otal | |
|---|---|---|---|
| Balance as at 1 January 2020 | 1,085.154 | 19.503 | 1,104,657 |
| Amortisation | (3,250) | (3,250) | |
| Effects of the application of the equity method | |||
| - Effect on the result of the period | 8,278 | 8,278 | |
| - Effect on equity | (112,844) | (112,844) | |
| Balance as at 31 December 2020 | 980,588 | 16,253 | 996,841 |
| Balance as at 1 January 2021 | 980,588 | 16,253 | 996,841 |
| Amortisation | (3,251) | (3,251) | |
| Effects of the application of the equity method | |||
| - Effect on the result of the period | (102,183) | (102,183) | |
| - Effect on equity | 80.976 | 80,976 | |
| Dividends received | (1.400) | (1,400) | |
| Balance as at 31 December 2021 | 957,981 | 13,002 | 970,983 |
In the period ended on 31 December 2021, the Company's net income stood at the negative value of 125,858 thousand euros, having been strongly influenced by the loss arising from the equity method, of the value of 102, 183 thousand euros. This loss was essentially the result of the appropriation of the negative net income of its subsidiary Teixeira Duarte – Engenharia e Construções, S.A., of the value of 112,827 thousand euros, which included two material facts with significant impact on its accounts:
Following the unpredictable decision taken by the Venezuelan public company, BOLIPUERTOS, S.A. which, in summary, resulted in the notification of the decision to terminate the Strategic Alliance for Port Operation and Management of the Specialised Container Terminal of the Port of La Guaira, signed with Teixeira Duarte - Engenharia e Construções, S.A. and which was in force since 1 April 2017 and the inherent occupation, on 15 October 2021, by BOLIPUERTOS, S.A., of the facilities assigned to Aliança, the Board of Directors of Teixeira Duarte - Engenharia e Construções, S.A. decided to recognise the effects in the financial year's accounts of the loss of the concession for the peration of the port of La Guaira. This action following which the recognition of the loss of this concession was recorded in the accounts, with an impact of 26,919 thousand euros;
A court judgement of last resort handed down on 17 February 2022 by an Algerian court in the context of proceedings concerning a partner of Teixeira Duarte - Engenharia e Construções, S.A. called into questional and financial conditions that made it possible to ensure the normal execution of six public contracted in Algeria. In this context, despite being a subsequent event, the Board of Directors decided to recognise, in the period of 2021, the effects resulting from the suspension of the activity of those six public contracts, the estimated impact of which is reflected in an increase in Net Income of 61,120 thousand euros.
The investments in subsidiaries in the periods ended on 31 December 2021 and 2020 are detailed as follows:
| Holdings | ||
|---|---|---|
| 31/12/2021 | 31/12/2020 | |
| TEIXEIRA DUARTE - Engenharia e Construções, S.A. TEIXEIRA DUARTE - Gestão de Participações e Investimentos |
292,732 | 370,578 |
| Imobiliários, S.A. | 654.723 | 600.597 |
| TDGI - Tecnologia de Gestão de Imóveis, S.A. | 10,526 | 9.413 |
| 957.981 | 980.588 |
Effects of the application of the equity method in the periods ended on 31 December 2021 and 2020, are detailed as follows:
| Gains / Iosses | Equity adjustments | Dividends | ||||
|---|---|---|---|---|---|---|
| 2021 | 2020 | 31/12/2021 | 31/12/2020 | 2021 | 2020 | |
| TEIXEIRA DUARTE - Engenharia e Construções, S.A. |
(112,827) | (9,179) | 45,665 | (46,208) | ||
| TEIXEIRA DUARTE - Gestão de Participações e Investimentos Imobiliários, S.A. |
8,346 | 15,353 | 35,096 | (66,203) | ||
| TDGI - Tecnologia de Gestão de Imóveis, S.A. |
2,298 | 2,104 | 215 | (433) | (1,400) | |
| (102,183) | 8,278 | 80,976 | (112,844) | (1,400) |
For the periods ended on 31 December 2021 and 2020, the company presented the following changes in investments in financial stakes in subsidiaries:
| 2021 | 2020 | |
|---|---|---|
| Income: | ||
| Application of equity method | 10.644 | 17.457 |
| Other | 754 | |
| 10.644 | 18,211 | |
| Expenses: | ||
| Application of equity method | (112,827) | (9,179) |
| (112,827) | (9,179) | |
| (102,183) | 9,032 |
In the periods ended on 31 December 2021 and 2020, the revenue recognised by the company were broken down as follows:
| 2021 | 2020 | |
|---|---|---|
| Services rendered | 3.447 | 4.303 |
| Interest (Note 17) | 59 | 28 |
| 3.506 | 4.331 |
In the periods ended on 31 December 2021 and 2020, the services provided by the Company were geographically distributed as follows:
| 2021 | 2020 | |
|---|---|---|
| Angola | 211 | 527 |
| Portugal | 3,236 | 3,777 |
| Venezuela | (1) | |
| 3,447 | 4,303 |
Following the inspections carried out by the Tax and Customs Authority) of the calculation of corporate income tax for the periods of 2015, 2017 and 2018, payable by the Group taxed under the Special Taxation Regime for Corporate Groups (RETGS) of which TD,SA is the parent company, the following corrections were made:
| Corrected tax | |
|---|---|
| 2017 | 663 |
| 2018 | 871 |
| 1.534 |
This correction arises from the Tax Authority having a different understanding as to the deductions provided for in Article 90 of the Corporate Income Tax Code in the Municipal and State Surtax, calculated under the RETGS, and was contested in court by TD,SA, as the parent company.
It should be noted that this correction, also made by the Tax Authority in the periods of 2013 to 2016, had been challenged by "TD,S.A.", the grounds of which were accepted at the administrative stage.
On this subject, the Tax Authority corrected the tax result of the RETGS of TD,SA, under the following terms:
With regard to the correction for the period of 2015, a judicial challenge was lodged by TD,SA as the controlling company, which will pursue a procedure similar to that of the correction for the period of 2018.
The exchange rates used to convert the assets and liabilities expressed in foreign currency to Euros as at 31 December 2021 and 2020, were as follows.
| Closing exchange rate | |||
|---|---|---|---|
| Currency | 31/12/2021 | 31/12/2020 | Variation |
| US Dollar (USD) | 1.1326 | 1.1452 | 1.10% |
The Company is the parent company of companies taxed under the Special Taxation Regime for Corporate Groups (RETGS), which covers all companies in which it directly holds at least 75% of the respective share capital, provided that the stake in question gives it more than 50% of voting rights and, at the same time, its head offices and effective management are in Portugal and it is taxed under the general Corporate Income Tax ("IRC") regime.
The Company is subject to corporate income tax at 21% on the collectable material. In the event of taxable profit, it is also subject to the Municipal Surtax, the rate of which can vary up to a maximum of 1.5%, as well as the State Surtax, levied on the part of taxable profit exceeding the amount of 1,500, 7,500 and 35,000 thousand euros, at the rates of 3%, 5% and 9% respectively. It is also subject to regional taxation, at the rates and with the fees, charges and expenses provided for in Article 88 of the Corporate Income Tax Code.
Pursuant to the terms of the Corporate Income Tax Iosses can be carried for a period of 5 (five) years for losses ocurred during the tax period of 2017 onwards, and may be deducted from the taxable gains subsequently earned. This deduction is limited to 70% of the taxable gains earned during the tax period in which it is made.
The Supplementary State Budget Law for 2020 amended the rules for carrying forward and deducting the aforementioned tax losses, under the following terms:
In accordance with the legislation in force, tax returns in Portugal are subject to review and correction by the tax authorities for a period of four years, unless tax losses have been deducted or inspections, slaims or appeals, in which cases, depending on the circumstances, this period may be increased or suspended.
The Board of Directors believes that any corrections resulting from tax reviews/inspections of these statements will have no significant effect on the financial statements reported as at 31 December 2021.
The item "Income Tax for the Period" represents the sum of current tax, the latter being the recognition of temporary differences between accounting and tax results, as provided for in NCRF 25 - Income Taxes.
Current tax on income is calculated based on the taxable revenue earned by the Company, in accordance with the tax rules in force.
Deferred tax assets and liabilities are calculated and ally using the taxation rates which are in force or announced to be in force on the expected date of the reversal of the temporary differences.
Deferred taxes assets are recognised only when there are reasonable expectations of sufficient future taxable profits for their use, or in situations where there are temporary differences for taxation purposes the deductible temporary differences in the period of their reversal. Deferred tax assets and liabilities are calculated and assessed periodically using the tax rates expected to be in force when the timing differences reverse.
Deferred taxes are recorded as expense or the period, unless they related to temporary differences posted under equity, in which case the deferred tax is recorded under the same item.
At the end of each period, deferred taxes are reviewed and reduced whenever their future use is no longer likely.
The relationship, in Portugal, between the book expense and profit in the periods ended on 31 December 2021 and 2020, is as follows:
| 2021 | 2020 | |
|---|---|---|
| Net income for the period | (125,858) | (17,904) |
| Adjustments for taxable profit: | ||
| Definite differences: | ||
| - To be added | 132,712 | 38,053 |
| - To be deducted | (11,002) | (20,693) |
| Tax loss | (4,147) | (544) |
| Taxable amount | ||
| Other income tax components | ||
| Current tax | 1,146 | |
| Deferred tax | 358 | 2,211 |
| Income tax expense | 1,504 | 2,211 |
The movements occurred in the deferred tax assets and liabilities in the periods ended on 31 December 2021 and 2020, were as follows:
| 31/12/2021 | ||||
|---|---|---|---|---|
| Opening balance | Constitution | Adjustment | Closing balance | |
| Deferred tax assets: | ||||
| Tax losses carried forward | 5,336 | 358 | 13.131 | 18,825 |
| Double international taxation | 39 | 39 | ||
| 5.375 | 358 | 13.131 | 18.864 |
| 31/12/2020 | |||||
|---|---|---|---|---|---|
| Opening balance | Constitution | Adjustment | Closing balance | ||
| Deferred tax assets: | |||||
| Tax losses carried forward | 7.984 | 609 | (3,257) | 5,336 | |
| Double international taxation | 39 | 39 | |||
| Financing net expenses | - | 1.602 | (1,602) | ||
| 8,023 | 2,211 | (4,859) | 5,375 |
Verified incorporations were recognised as a gain or income for the item "Income tax for the period".
The adjustment verified in the periods ended on 31 December 2021 and 2020 refers, respectively, to the reinforcement and use of fax losses under the Special Group Taxation Regime (RETGS).
The current financial assets and liabilities for the periods ended on 31 December 2021 and 2020 were broken down as follows:
As at 31 December 2021 and 2020, the item "Clients" was broken down as follows:
| 31/12/2021 | |||
|---|---|---|---|
| Non-group | Group (Note 5) |
Total | |
| Clients, current account | 223 | 6.532 | 6.755 |
| 31/12/2020 | |||
|---|---|---|---|
| Non-group | Group (Note 5) |
l otal | |
| Clients, current account | 28 | 11,914 | 11,942 |
The credit risk of the Client balance is detailed in Note 22.
As at 31 December 2021 and 2020, the item "Other credit receivable" was broken down as follows:
| 31/12/2021 | 31/12/2020 | |
|---|---|---|
| Current | Current | |
| Accrued income receivable | 3,678 | 2,868 |
| Other debtors: | ||
| Advance payments to suppliers | 354 | 354 |
| Staff | ||
| RETGS | 6,238 | 20,874 |
| Related parties | 3,436 | 4,564 |
| Other | 1,440 | 32 |
| 11.468 | 25,825 | |
| 15.146 | 28,693 |
As at 31 December 2021 and 2020, the item "Accrued income receivable" essentially refers to services rendered and not yet invoiced on the reporting date.
As at 31 December 2021 and 2020, the item "Government and other public entities" was broken down as follows:
| 31/12/2021 | 31/12/2020 | |
|---|---|---|
| Government and other public entities: | ||
| Income tax | 5,344 | 4.499 |
| Value added tax | 264 | 107 |
| 5.608 | 4.606 |
As at 31 December 2021 and 2020, the item "Deferrals" was broken down as follows:
| 31/12/2021 | 31/12/2020 | |
|---|---|---|
| Deferrals: | ||
| Expenses to be recognised | 1.525 | 790 |
As at 31 December 2021 and 2020, the item "Suppliers" was broken down as follows:
| 31/12/2021 | |||
|---|---|---|---|
| Non-group | Group (Note 5) |
Total | |
| Suppliers, current account | 499 | 86.419 | 86.918 |
| 31/12/2020 | |||
|---|---|---|---|
| Non-group | Group (Note 5) |
l otal | |
| Suppliers, current account | 620 | 69.075 | 69,695 |
The liquidity risk of the Suppliers balance is detailed in Note 22.
As at 31 December 2021 and 2020 the item "Other debts payable" is broken down as follows:
| 31/12/2021 | 31/12/2020 | |||
|---|---|---|---|---|
| Current | Non-current | Current | Non-current | |
| Accrued expenses payable | 2,309 | 17,050 | ||
| Other creditors: | ||||
| Staff | 4 | 707 | 40 | |
| RETGS | 39,267 | 36,931 | ||
| Related parties | 257,822 | 131,746 | 215,322 | 174.246 |
| Other | 83 | 73 | ||
| 297,176 | 131,746 | 253,033 | 174.286 | |
| 299,485 | 131,746 | 270,083 | 174,286 |
The liquidity risk of the balance of Other accounts payable is detailed in Note 22.
As at 31 December 2021 and 2020, the item "Acrued expenses payable" essentially concerns interest by Group companies.
As at 31 December 2021 and 2020, the item "Government and other public entities" was broken down as follows:
| 31/12/2021 | 31/12/2020 | |
|---|---|---|
| Government and other public entities: | ||
| Income tax | 7,139 | 6,583 |
| Retention of income tax | 26 | 35 |
| Social Security Contributions | 29 | 26 |
| 7.194 | 6.644 |
The liquidity risk of the balance of the State and other public entities is detailed in Note 22.
As at 31 December 2021 and 2020, the item "Obtained financing" was broken down as follows:
| 31/12/2021 | ||||
|---|---|---|---|---|
| Current | Non-current | Total | ||
| Bank loans | a) | 23,624 | 211,907 | 235,531 |
| Bank overdrafts | a) | 5.073 | 5,073 | |
| Securities market - Commercial paper | b) | 8,850 | 8.850 | |
| Subsidiaries | Note 5 | 38,290 | 38,290 | |
| 66 087 | つつの 757 | 287 711 |
| 31/12/2020 | ||||
|---|---|---|---|---|
| Current | Non-current | Total | ||
| Bank loans | a) | 18.438 | 220,709 | 239.147 |
| Bank overdrafts | a) | 49 | 49 | |
| Securities market - Commercial paper | b) | 8,850 | 8,850 | |
| Shareholders' and other loans | Note 5 | 3 | ന | |
| Subsidiaries | Note 5 | 28.746 | - | 28,746 |
| 47,236 | 229,559 | 276,795 |
The liquidity risk of the balance of the Financing obtained is detailed in Note 22.
The Company subscribed to the legal moratorium for principal and interest under the legal protection of loan arrangement due to the Covid-19 pandemic, for all its ongoing loan this arrangement having ended for interest on 31 March and for principal on 30 September.
During the period ended on 31 December 2021, the following movements occurred in "Financing obtained":
| 31/12/2021 | |||||
|---|---|---|---|---|---|
| Opening | Increase | Decrease | Interest on arrears Closing Balance | ||
| Bank loans | 239,147 | (3.334) | (282) | 235.531 | |
| Bank overdrafts | 49 | 5.024 | 5.073 | ||
| Securities market - Commercial paper | 8.850 | 115.050 | (115.050) | 8,850 | |
| Shareholders' and other loans | ട് | (3) | |||
| Subsidiary companies | 28,746 | 48.510 | (38,966) | 38,290 | |
| 276,795 | 168,584 | 157,353) | (282) | 287,744 |
During the period ended on 31 December 2020, the following movements occurred in "Financing obtained":
| 31/12/2020 | |||||
|---|---|---|---|---|---|
| Opening Balance | Increase | Decrease | Interest on arrears Closing Balance | ||
| Bank loans | 235,702 | (3.592) | 7.037 | 239.147 | |
| Bank overdrafts | 1.603 | (1,554) | 49 | ||
| Securities market - Commercial paper | 8,850 | 115,050 | (115,050) | 8,850 | |
| Shareholders' and other loans | 3 | ന | |||
| Subsidiary companies | 22,679 | 23.917 | (17,850) | 28.746 | |
| 268,834 | 138.970 | (138,046) | 7.037 | 276.795 |
As at 31 December 2021, the item "Obtained financing" contacted operations along with various financial institutions and related parties, bearing interest at normal market rates.
As at 31 December 2021, the bank loans bank related to the secured accounts bore interest at normal market rates. The bank loans contracted by the Company essentially correspond to:
| Bank | Type of financing | Start date | Due date | Financing | Currency | Total amount financed - (€) |
Limit used by the Company - (€) |
Limit used by rest of the Group - (€) |
|---|---|---|---|---|---|---|---|---|
| Banco Comercial Português, S.A. | Bank loans | 27 November 2017 | 30 December 2033 | Group | Euros | 32,015 | 32 | 31,983 |
| Banco Comercial Português, S.A. | Bank loans | 30 January 2018 | 30 January 2023 | Group | Euros | 7,146 | 26 | 7.120 |
| Banco Comercial Português, S.A. | Bank loans | 05 January 2009 | 17 June 2035 | Group | Euros | 145,181 | 145,181 | |
| Banco Comercial Português, S.A. | Bank loans | 12 August 2016 | 30 December 2033 | Group | Euros | 8.643 | 8.643 | |
| Caixa Geral de Depósitos, S.A. | Bank loans | 22 September 2014 | 01 June 2034 | Group | Euros | 85,869 | 70.149 | 15,720 |
| Caixa Geral de Depósitos, S.A. | Bank loans | 12 August 2016 | 30 December 2033 | Group | Euros | 6.101 | 6.101 | |
| Banco Santander, S.A. | Escrow account | 31 October 2012 | 30 December 2033 | Single | Furos | 5.038 | 5.038 | |
| Banco BIC, S.A. | Bank loans | 02 July 2020 | 02 July 2025 | Group | Euros | 4,967 | 4.967 | |
| Banco BIC, S.A. | Escrow account | 06 August 2015 | 31 December 2033 | Group | Euros | 19.605 | 15.105 | 4.500 |
| Banco Português de Investimento, S.A. | Bank loans | 05 July 2016 | 05 May 2023 | Group | Euros | 5.337 | 5.337 | |
| Novo Banco, S.A. | Bank loans | 12 August 2016 | 30 December 2033 | Group | Euros | 8,233 | 8,233 | |
| Novo Banco, S.A. | Bank overdrafts | 01 February 2007 | 31 December 2033 | Group | Euros | 18,335 | 5.073 | 6.542 |
| Banco Comercial Português, S.A. | Escrow account | 27 June 2014 | 31 December 2033 | Group | Euros | 4.825 | 4,825 | |
| 351.295 | 240.604 | 103.971 |
As at 31 December 2021, the Company had negotiated the following commercial paper programmes:
| Bank | Type of financing | Start date | Due date | Financing | Currency | Total amount financed - (€) |
Limit used by the Company - (€) |
Limit used by rest of the Group - (€) |
|---|---|---|---|---|---|---|---|---|
| Novo Banco. S.A. | Commercial Paper | 28 December 2015 | 15 June 2027 | Group | Euros | 95.000 | 8.850 | 86,150 |
| Novo Banco. S.A. | Commercial Paper | 30 December 2013 | 31 December 2033 | Group | Euros | 180.350 | 180.350 | |
| Novo Banco. S.A. | Commercial Paper | 14 January 2016 | 31 December 2033 | Group | Euros | 15.200 | 15.200 | |
| 290.550 | 8.850 | 281.700 |
The Obtained financing above is refundable according to the following terms of redemption:
| 31/12/2021 | 31/12/2020 | |
|---|---|---|
| Less than one year | 66.987 | 47,236 |
| 1 to 2 years | 13.381 | 8,533 |
| 2 to 3 years | 27.456 | 13.416 |
| 3 to 4 years | 27,215 | 15.735 |
| 4 to 5 years | 21,328 | 21,354 |
| Over 5 years | 131,377 | 170,521 |
| 287,744 | 276,795 |
To guarantee the financing obtained as described above, mortgages were constituted and several pledges were made (Note 16),
As at 31 December 2021 and 2020, the Company had granted bank guarantees and sureties to third parties, as follows:
| 31/12/2021 | 31/12/2020 | |
|---|---|---|
| Bank guarantees | .469 | 719 |
The guarantees were provided for the purposes of suspendings brought against the Company relating to corporate income tax debts assessed under the RETGS for the periods of 2015, 2016 and 2017, in the form of bank guarantees. As a result of the deferral obtained by the Company, some of the bank guarantees provided were reduced and, in some cases, cancelled. The details of those that are still active, with reference to 31 December 2021, can be found below:
| Correction period | Amount of the bank guarantee |
|---|---|
| 2015 | 125 |
| 2016 | 594 |
| 2017 | 750 |
| 1 469 |
The following liens and mortgages were also provided, in addition to the aforementioned guarantees:
| Bank | Type of financing | Start date | Due date | Amount | Collateral |
|---|---|---|---|---|---|
| Novo Banco, S.A. | Bank overdrafts | 1 February 2007 | 31 December 2033 | 11,615 Pledge of all shares: Soc. Automóvel Angola + Soc. Distribuição Angola + TDSP Brasil + TD Angola Lda; Mortgage of Angolan Hotels: Alvalade and Baía and Mozambican Hotels: Avenida and Tivoli Beira |
|
| Banco Comercial Português, S.A. | Bank loans | 5 January 2009 | 17 June 2035 | 145,181 Pledge of all shares: Soc. Automóvel Angola + Soc. Distribuição Angola + TDSP Brasil + TD Angola Lda Mortgage of Angolan Hotels: Alvalade and Baía Mortgage of Mozambican Hotels: Avenida and Tivoli Beira |
|
| Novo Banco, S.A. | Commercial Paper 30 December 2013 | 31 December 2033 | 180,350 Pledge of all shares: Soc. Automóvel Angola + Soc. Distribuição Angola + TDSP Brasil + TD Angola Ldal Mortgage of Angolan Hotels: Alvalade and Baía Mortgage of Mozambican Hotels: Avenida and Tivoli Beira + Pledge of: Total EPOS shares + Total C+PA shares + 1,325,000 units of the TDF Closed Investment Fund and mortgage of: Polo Industrial do Montijo (TDGPII) + 9 plots of land (V8) + 7 plots of land (Quinta do Cravel) |
||
| Caixa Geral de Depósitos, S.A. | Bank loans | 22 September 2014 | 1 June 2034 | 85,869 Pledge of all shares: Soc. Automóvel Angola + Soc. Distribuição Angola + TDSP Brasil + TD Angola Lda Mortgage of Angolan Hotels: Alvalade and Baía Mortgage of Mozambican Hotels: Avenida and Tivoli Beira |
|
| Banco BIC, S.A. | Escrow account | 6 August 2015 | 31 December 2033 | 19,605 BG of BIC AO (E23M) to BIC PT; Mortgage of Building no. 2554 (TD Angola, Lda) Complexo Comercial e Oficinas Polo Automóvel - Talatona |
|
| Novo Banco, S.A. | Commercial Paper 28 December 2015 | 15 June 2027 | 95,000 Pledge of all shares: Soc. Automóvel Angola + Soc. Distribuição Angola + TDSP Brasil + TD Angola Lda; Mortgage of Angolan Hotels: Alvalade and Baía and Mozambican Hotels: Avenida and Tivoli Beira + Pledge of 1,045,610 Recoleta Spain (TEDAL) shares + 50% pledge of TDE shares |
||
| Novo Banco, S.A. | Commercial Paper 14 January 2016 | 31 December 2033 | 15,200 Pledge of all shares: Soc. Automóvel Angola + Soc. Distribuição Angola + TDSP Brasil + TD Angola Lda; Mortgage of Angolan Hotels: Alvalade and Baía and Mozambican Hotels: Avenida and Tivoli Beira + Pledge of all TDGI shares |
||
| Banco Comercial Português, S.A. Bank loans | 12 August 2016 | 30 December 2033 | 8,643 Pledge of all shares: Soc. Automóvel Angola + Soc. Distribuição Angola + TDSP Brasil + TD Angola Lda Mortgage of Angolan Hotels: Alvalade and Baía Mortgage of Mozambican Hotels: Avenida and Tivoli Beira; Mortgages of: Lot 26 of the Magnólia Development (TDGPII) + Land named Troviscais (TD AmL) + Leziña Park II (TDVIA) + Vila Rio, 50 plots of land (TDVIA) + Land named Jardins da Póvoa and Logistic Park of Póvoa (TDVIA). |
||
| Caixa Geral de Depósitos, S.A. | Bank loans | 12 August 2016 | 30 December 2033 | 6,101 Pledge of all shares: Soc. Automóvel Angola + Soc. Distribuição Angola + TDSP Brasil + TD Angola Lda Mortgage of Angolan Hotels: Alvalade and Baía Mortgage of Mozambican Hotels: Avenida and Tivoli Beira; Mortgages of: Lot 26 of the Magnólia Development (TDGPII) + Land named Troviscais (TD AM) + Leziria Park II (TDVIA) + Vila Rio, 50 plots of land (TDVIA) + Land named Jardins da Póvoa and Logistic Park of Póvoa (TDVIA) |
|
| Novo Banco, S.A. | Bank loans | 12 August 2016 | 30 December 2033 | 8,233 Pledge of all shares: Soc. Automóvel Angola + Soc. Distribuição Angola + TDSP Brasil + TD Angola Lda Mortgage of Angolan Hotels: Alvalade and Baía Mortgage of Mozambican Hotels: Avenida and Tivoli Beira; Mortgages of: Lot 26 of the Magnólia Development (TDGPII) + Land named Troviscais (TD AM) + Leziria Park II (TDVIA) + Vila Rio, 50 plots of land (TDVIA) + Land named Jardins da Póvoa and Logistic Park of Póvoa (TDVIA) |
|
| Banco Comercial Português, S.A. Bank loans | 27 November 2017 | 30 December 2033 | 32,015 Pledge of all shares: Soc. Automóvel Angola + Soc. Distribuição Angola + TDSP Brasil + TD Angola Lda Mortgage of Angolan Hotels: Alvalade and Baía Mortgage of Mozambican Hotels: Avenida and Tivoli Beira |
||
| Banco Comercial Português, S.A. Bank loans | 30 January 2018 | 30 January 2023 | 7,146 Pledge of all shares: Soc. Automóvel Angola + Soc. Distribuição Angola + TDSP Brasil + TD Angola Lda Mortgage of Angolan Hotels: Alvalade and Baía Mortgage of Mozambican Hotels: Avenida and Tivoli Beira |
As at 31 December 2021, the Company had issued comfort letters in favour of Group companies as follows:
| Currency amount Currency | I housand euros | |
|---|---|---|
| BỘNAPARTE - Imóveis Comerciais e Participações, S.A. | 18,000,000 EUR | 18.000 |
| Recolte, Servicios y Medioambiente | 584.758 EUR | 585 |
| TEIXEIRA DUARTE - Engenharia e Construções, S.A. | 1.600.000 EUR | 1.600 |
| 20,184,758 EUR | 20.185 |
As at 31 December 2021 and 2020, the Company had provided the following surety:
| 31/12/2021 | 31/12/2020 | |
|---|---|---|
| Sureties | 10.139 | .139 |
The surety was issued for the purposes of suspending a tax enforcement procedure instigated against the subsidiary TEIXERA DUARTE - Engenharia e Construções, S.A. related to the corporate income tax debt of the period of 2010, for which the Company submitted a surety, amounting to 10,139 thousand euros, which was accepted by the Tax Authority.
In the periods ended on 31 December 2021 and 2020, the financial results were broken down as follows:
| 2021 | 2020 | |
|---|---|---|
| Financial expenses and losses: | ||
| Interest paid - Interest of obtained financing | (16,998) | (24,954) |
| Other financing expenses: | (3,582) | (314) |
| (20,580) | (25,268) | |
| Income and financial earnings: | ||
| Interest earned (Note 11) | 59 | 28 |
| 59 | 28 | |
| (20,521) | (25,240) |
During the periods ended on 31 December 2021 and 2020, the average number of employees contracted directly by Portugal was 10 and 9 people, respectively.
In the periods ended on those dates, staff expenses were broken down as follows:
| 2021 | 2020 | |
|---|---|---|
| Remuneration of the governing bodies | 677 | 677 |
| Remuneration of staff | 51 | 54 |
| Compensations | 268 | 433 |
| Charges on remunerations | 148 | 147 |
| Industrial accidents and occupational diseases insurance | 27 | 25 |
| Social Action expenses | 37 | 10 |
| Other staff costs | 63 | 8 |
| 1,271 | 1,354 |
In the periods ended on 31 December 2021 and 2020, the item "External supplies and services" was broken down as follows:
| 2021 | 2020 | |
|---|---|---|
| Specialised services | 681 | 3,042 |
| Materials | 6 | |
| Energy and fluids | r | 1 |
| Travel, stays and transport | 41 | 171 |
| Different services | 2,329 | 113 |
| 3.052 | 3.333 |
During the periods ended on 31 December 2021 and 2020, other income was as follows:
| 2021 | 2020 | |
|---|---|---|
| Performance of duties of governing bodies | 70 | |
| Other supplementary income | 144 | |
| Disposal of tangible fixed assets | 32 | |
| Corrections referring to previous periods | 8 | |
| Estimated surplus for tax | 240 | |
| Compensations | 125 | |
| Favourable currency conversion differences | 1 | |
| Interest on arrears | ട് | |
| Other | 55 | 710 |
| 200 | 1,188 |
During the periods ended on 31 December 2021 and 2020, other expenses were as follows:
| 2021 | 2020 | |
|---|---|---|
| Taxes and rates | 26 | ന്ദ |
| Insufficient tax estimate | 680 | 1,360 |
| Other | 25 | 18 |
| 731 | 1,381 |
General principles
The Company is exposed to a number of financial risks arising from its activities, among which the following deserve special mention:
Interest rate risks arising from financial liabilities;
Credit risk, particularly from credit to its clients relative to the Company's operating activities;
– Liquidity risk, as regards the maintenance of cash balance stability.
The Company's Financial Department ensures the centralised management of the financing operations, applications of cash surplus, currency conversion transactions, as well as the counterpart risk of the Company.
In addition to the above, it is responsible for identifying, measuring, proposing and implementing measures the financial risks to which the Company is exposed.
Following is a more detailed description of Company's main financial risks and measures implemented to manage them.
The objective of the interest rate risk management policy is the cost of debt subject to the maintenance of a low level of volatility of financial costs.
As at 31 December 2021 and 2020, the financial liabilities consist, only and exclusively, of variable interest rates.
In case the market interest rates were less by 1% during the periods ended on 31 December 2021 and 2020, the income of those periods would have diminished by 6,665 thousand euros, respectively. In case the same market interest rates had been greater by 1% during the same periods, the increased by 6,665 thousand euros and 6,623 thousand euros, respectively.
As at 31 December 2021 and 2020, the balances of accounts receivable from clients (Note 15.1) for whom adjustments were not recorded by the Board of Directors, considering that they are realisable, are the following:
| 31/12/2021 | 31/12/2020 | |
|---|---|---|
| Balances: | ||
| Unexpired | 472 | 5,423 |
| Up to 180 days | 322 | |
| 180 to 360 days | 15 | 663 |
| Over 360 days | 6.268 | 5,534 |
| 6,755 | 11,942 |
This risk can occur if the sources of financing, such as the cash flows from operating activities, divestment, credit lines and from financing operations, do not meet the financing needs, such as the cash outflows for operating activities and financing, investments, remuneration of shareholders and debt repayment.
In order to mitigate this risk, the Company seeks to maintain a liquidity position and an average maturity of debt that allows it to repay its debt within reasonable periods of time.
Financial liabilities maturing within one year are replaced with medium and long-term maturities as deemed appropriate.
The maturity of the financial liabilities (Note15.2) as at 31 December 2021 and 2020 is as follows:
| 31/12/2021 | |||||
|---|---|---|---|---|---|
| Up to 1 year | From 2 to 3 years | Over 3 vears | l otal | ||
| Suppliers | 86.918 | 86.918 | |||
| Obtained financing | 66.987 | 13.381 | 27.456 | 179.920 | 287.744 |
| Government and other public | 7.194 | 7.194 | |||
| Other debts payable | 299.485 | 42.500 | 42.500 | 46.746 | 431,231 |
| 460,584 | 55,881 | 69,956 | 226,666 | 813.087 |
| 31/12/2020 | |||||
|---|---|---|---|---|---|
| Up to 1 year | From 2 to 3 years | Over 3 years | l otal | ||
| Suppliers | 69.695 | 69.695 | |||
| Obtained financing | 47,236 | 8.533 | 13.416 | 207.610 | 276.795 |
| Government and other public | 6.644 | 6.644 | |||
| Other debts payable | 270.083 | 42.540 | 42.500 | 89.246 | 444,369 |
| 393,658 | 51.073 | 55,916 | 296,856 | 797,503 |
As at 31 December 2021 and 2020, the Company's share capital, totally underwritten and paid-up, was composed of 420 000 shares with a par value of 0.50 euros each.
As at 31 December 2021 and 2020, the Company's share capital is 210,000 thousand euros.
The Portuguese commercial legislation establishes that at least 5% of annual net income should be used reserve until it represents at least 20% of the share capital. This reserve is not distributable, except in the company's liquidation, but may be used to absorb losses, after all the other reserves have been depleted, or incorporated in the share capital.
As at 31 December 2021 and 2020, the Legal Reserve stands at 42,000 thousand euros.
The other reserves are composed only and exclusively by free reserves. As at 31 December 2021 and 2020, the Other reserves stand at 242,551 thousand euros.
By decision of the General Meeting, held on 24 May 2021, the accounts for the period of 2020 were approved and it was decided that the negative net income, of the value of €17,904,404.60 (seventeen million, nine hundred and four hundred and sixty cents) should be applied as follows:
| value | |
|---|---|
| Retained Farnings | (17,904) |
As presented in the Management Report, the proposed appropriation of net income for the period ended on 31 December 2021, in the negative amount of €125,858,431.74 (one hundred twenty-five million, eight hundred and fifty-eight thousand, four hundred and thirtyone euros and seventy-four cents) is as follows:
| Value | |
|---|---|
| Retained Earnings | (125,858) |
The Board of Directors approved and authorised the issuance of the financial statements for 2021 on 22 April 2022.
The Board of Directors discloses that the Company does not have any debts to the State in arrears.
The Board of Directors reports that the Company's Social Security status is in good standing, within the legally stipulated periods.
The total fees charged by the audit firm for the statutory audit of the financial statements were as follows:
| 2021 | 2020 | |
|---|---|---|
| Statutory Audit Fees | 61 | 61 |
A court judgement of last resort handed down on 17 February 2022 by an Algerian of proceedings concerning a partner of Teixeira Duarte - Engenharia e Construções, S.A. called into questional and financial conditions that made it possible to ensure the normal execution of six public contracted in Algeria. In this context, despite being a subsequent event, the Board of Directors decided to recognits for the 2021, the effects arising from the suspension of the activity of those six public contracts, the estimated in a worsening of Net Income by 61,120 thousand euros, a reduction of Liabilities by 13,722 thousand euros and a reduction of Assets by 74,842 thousand euros.
Recent geopolitical events, which began on 24 February 2022 as a result of Ukraine, have created a climate of growing political and social instability, of unpredictable proportions and with significant repercussions on global economic activity. Although the Company does not have direct exposure in those conflicting countries, it cannot fail to be affected by the indirect economic impacts that may arise, should the conflict not be resolved in the short term, and which are not estimate reliably.
We are not aware of any other material fact, with an impact on the financial statements as at 31 December 2021, that occurred between the end of the period and the present date.
The Certified Accountant

REPORTS AND ACCOUNTS 2021
| Non-current assets: 18 12,248 12,203 Goodwill 19 29,192 Intangible assets 56,109 20 Tangible fixed assets 463,553 399,484 21 271,308 Investment properties 234,235 22 Right of use 30,740 33,434 8,908 Investments in associates and joint-ventures 7 and 23 18,863 24 2,752 2,569 Other financial investments at amortised cost Other financial investments at fair value through other comprehensive income 7 and 24 11,443 11,638 Deferred tax assets 166,192 26 145,766 Clients 27 142 12,489 27 Other credit receivable 12,186 10,986 Other non-current assets 30 4,900 937,776 Total non-current assets 1,013,564 Current assets: Inventories 9 and 10 224,723 171,419 Clients 27 150,191 151,642 27 Other credit receivable 37,735 31,467 Other financial investments at fair value through other comprehensive income 7 and 24 10 10 29 92,847 116,215 Cash and cash equivalents 30 Other current assets 99,355 156,217 604,861 626,970 Non-current assets held for sale 25 29,280 34,897 Total current assets 634,141 661,867 7 TOTAL ASSETS 1,647,705 1,599,643 Equity: 32 210,000 Share capital 210,000 23 (211) Adjustments of shareholdings in associates and joint-ventures (209) Currency conversion adjustments 45 (518,592) (608,954) 33 Reserves and retained income 598,041 605,197 16 (119,140) Consolidated net income for the period 3,558 Equity attributable to shareholders 170,098 209,592 34 Non-controlling interests 19,107 28,673 TOTAL EQUITY 189,205 238,265 Non-current liabilities: Obtained financing 35 607,254 697,106 Provisions 36 37,063 41,328 Lease liabilities 38 26,476 29,173 Deferred tax liabilities 26 102,877 84,166 Advance payments from clients 37 37,229 57,091 37 24,196 5,367 Other debts payable Other non-current liabilities 39 1,244 914,231 Total non-current liabilities 836,339 Current liabilities: 35 171,376 77,285 Obtained financing 38 Lease liabilities 6,180 6,157 Suppliers 37 135,977 106,197 Advance payments from clients 37 161,382 126,088 37 28,458 Other debts payable 15,970 Other current liabilities 39 96,463 91,889 599,836 423,586 25 Non-current liabilities held for sale 22,325 23,561 Total current liabilities 622,161 447,147 7 TOTAL LIABILITIES 1,458,500 1,361,378 TOTAL FOLITY AND LIARILITIES 1 617 705 1 500 613 |
Notes | 2021 | 2020 |
|---|---|---|---|
(Values in thousand euros)
The accompanying notes are an integral part of the consolidated statement of financial position as at 31 December 2021.
The Certified Accountant
| Notes | 2021 | 2020 | |
|---|---|---|---|
| Operating income: | |||
| Sales and services rendered | 7 and 8 | 539,236 | 608,366 |
| Other income and gains | 8 | 98,218 | 114,200 |
| Total operating income | 8 | 637,454 | 722,566 |
| Operating expenses: | |||
| Cost of goods sold and materials used | 9 | (177,830) | (182,454) |
| Production changes | 10 | 4,954 | 1,287 |
| External supplies and services | 11 | (219,285) | (206,169) |
| Staff expenses | 12 | (175,806) | (167,115) |
| Depreciation and amortisation expenses | 7, 19, 20 and | (43,765) | (46,312) |
| Impairment of depreciable/amortisable assets and goodwill (losses/reversals) | 7, 19, 20 and | (29,784) | 1,221 |
| Impairment of accounts receivable (losses/reversals) | 27 | (23,205) | (8,128) |
| Impairment of inventories (losses/reversals) | 9 and 10 | (245) | 7,014 |
| Provisions (increases/reductions) | 7 and 36 | 5,707 | (2,979) |
| Other costs and losses | 13 | (80,607) | (66,507) |
| Total operating expenses | (739,866) | (670,142) | |
| Operating results | 7 | (102,412) | 52,424 |
| Financial expenses and losses | 7 and 14 | (96,895) | (91,026) |
| Income and financial earnings | 7 and 14 | 64,867 | 49,647 |
| Earnings from investment activities: | |||
| Gains / (losses) in associated companies and joint-ventures | 7 and 14 | 116 | 576 |
| Gains / (losses) from other investments | 7 and 14 | (1,219) | 1,563 |
| Financial Results | (33,131) | (39,240) | |
| Earnings before tax | 7 | (135,543) | 13,184 |
| Income tax | 15 | 17,921 | (10,233) |
| Consolidated net income for the period | (117,622) | 2,951 | |
| Net income attributable to: | |||
| Shareholders | 16 | (119,140) | 3,558 |
| Non-controlling interests | 34 | 1,518 | (607) |
| Earnings per share: | |||
| Basic (euros) | 16 | (0.28) | 0.01 |
| Diluted (euros) | 16 | (0.28) | 0.01 |
(Values in thousand euros)
The accompanying notes are an integral part of the consolidated income statement for the period ended on 31 December 2021.
The Certified Accountant
| Notes | 2021 | 2020 | |
|---|---|---|---|
| Consolidated net income for the period | (117,622) | 2,951 | |
| Income and expenses that will not be subsequently reclassified to profit or loss | |||
| Other changes in equity | (25,246) | 19,261 | |
| Other financial investments at fair value through other comprehensive income, net of taxes | 24 | 92 | (532) |
| Revaluation surplus, net of tax | 20 | 55,814 | |
| (25,154) | 74,543 | ||
| Income and costs that may be subsequently reclassified to profit or loss | |||
| Currency conversion adjustments | 45 | 93,718 | (175,987) |
| Adjustments of shareholdings in associates and joint-ventures | 23 | (2 | 234 |
| 93,716 | (175,753) | ||
| Earnings recognised directly in equity | 68,562 | (101,210) | |
| Comprehensive income for the period | (49,060) | (98,259) | |
| Comprehensive income attributable to: | |||
| Shareholders | (39,494) | (90,347) | |
| Non-controlling interests | (9,566) | (7,912) |
The accompanying notes are an integral part of the consolidated statement of other comprehensive income for the period ended on 31 Deember 2021.
The Certified Accountant
| nesel ves and retaillieu edil lings | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Notes | Capital | Adjustments of shareholdings in associates and joint-ventures |
Currency conversion adjustments |
Legal Reserve |
Other reserves |
Fair value reserve - Financial investments |
Revaluation reserve - real estate |
Retained earnings |
Consolidated net income |
Total equity attributable to shareholders |
Non- controlling interests |
Total | |
| Balance as at 1 January 2021 |
32 | 210,000 | (209) | (608,954) | 42,000 | 265,877 | (61) | 274,025 | 23,356 | 3,558 | 209,592 | 28,673 | 238,265 |
| Comprehensive income for the financial year: Consolidated net income for the period |
(119,140) | (119,140) | 1,518 (117,622) | ||||||||||
| Variation in currency conversion adjustments |
45 | 90,362 | 90,362 | 3,356 | 93,718 | ||||||||
| Changes in the fair value of other investments through other comprehensive income, net of taxes |
24 | 92 | 92 | 92 | |||||||||
| Effect of the application of the equity method |
23 | (2) | (2) | (2) | |||||||||
| Purchase of non-controlling interests |
34 | 14,254 | 14,254 | (14,254) | |||||||||
| Other | (13,676) | (11,384) | (25,060) | (186) | (25,246) | ||||||||
| Operations with shareholders in the period: |
|||||||||||||
| Application of the consolidated net income ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ Transfer to retained earnings |
3,558 | (3,558) | |||||||||||
| Balance as at 31 December 2021 |
210,000 | (211) | (518,592) | 42,000 | 265,877 | 31 | 260,349 | 29,784 | (119,140) | 170,098 | 19,107 | 189,205 |
| meselves and reigined edit mide | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Notes | Capital | Adjustments of shareholdings in associates and joint-ventures |
Currency conversion adjustments |
Legal Reserve |
Other reserves |
Fair value reserve - Financial investments |
Revaluation reserve - real estate |
eamings | Retained Consolidated net income |
Total equity attributable to shareholders |
Non- controlling interests |
Total | |
| Balance as 1 January 2020 | 32 | 210,000 | (443) | (444,577) | 42,000 | 257.998 | 471 | 229,797 | (9,721) | 14.414 | 299,939 | 36,585 | 336,524 |
| Comprehensive income for the financial year: Consolidated net income for |
3,558 | 3,558 | (607) | 2,951 | |||||||||
| the period Variation in currency conversion adjustments |
45 | (164,377) | (164,377) | (11,610) | (175,987) | ||||||||
| Changes in the fair value of other investments through other comprehensive income, net of taxes |
24 | (532) | (532) | (532) | |||||||||
| Revaluation surplus, net of tax |
20 | 53,776 | 53,776 | 2.038 | 55,814 | ||||||||
| Effect of the application of the equity method |
23 | 234 | 234 | 234 | |||||||||
| Other Operations with shareholders in the period: |
(9,548) | 26,542 | 16,994 | 2,267 | 19,261 | ||||||||
| Application of the consolidated net income 1. . AALA Transfer to other reserves and retained earnings |
7.879 | 6,535 | (14,414) | ||||||||||
| Balance as at 31 December 2020 |
210.000 | (209) | (608,954) | 42,000 | 265,877 | (61) | 274.025 | 23,356 | 3,558 | 209,592 | 28,673 | 238,265 |
(Values in thousand euros)
The accompanying notes are an integral part of the consolidated statement of changes in equity for the period ended on 31 December 2021.
| Notes | 2021 | 2020 | |
|---|---|---|---|
| OPERATING ACTIVITIES: | |||
| Revenue from clients | 612,038 | 712,372 | |
| Payment to suppliers | (406,840) | (429,995) | |
| Payment to staff | (178,262) | (171,656) | |
| Cash flow generated by operations | 26,936 | 110,721 | |
| Income tax payment/revenue | (2,190) | (10,119) | |
| Other revenue/payments related to the operational activity | 3,458 | (22,030) | |
| Cash flows of operational activities (1) | 28,204 | 78,572 | |
| INVESTMENT ACTIVITIES: | |||
| Revenue related to: | |||
| Financial investments | 29 | 1,825 | |
| Tangible fixed assets and investment properties | 36,407 | 27,120 | |
| Intangible assets | 1,110 | ||
| Interest and similar income | 1,666 | 6,043 | |
| Dividends | 29 | 2,498 | 2,202 |
| 42,396 | 36,475 | ||
| Payments related to: | |||
| Financial investments | 29 | (3) | (13) |
| Tangible fixed assets and investment properties | (60,573) | (52,775) | |
| Intangible assets | (4,519) | (3,436) | |
| Cash flows of investment activities (2) | (65,095) (22,699) |
(56,224) (19,749) |
|
| FINANCING ACTIVITIES: | |||
| Revenue related to: | |||
| Obtained financing | 35 | 4,131,598 | 4,036,107 |
| Payments related to: | |||
| Obtained financing | 35 | (4,130,496) | (4,074,828) |
| Lease liabilities | (5,269) | (7,120) | |
| Interest and similar costs | (31,899) | (11,645) | |
| (4,167,664) | (4,093,593) | ||
| Cash flows of financing activities (3) | (36,066) | (57,486) | |
| Variation of cash and cash equivalents (1+2+3) | (30,561) | 1,337 | |
| Perimeter alteration | 5 | 185 | |
| Effect of exchange rate differences | 7,008 | (20,502) | |
| Cash and cash equivalents at the beginning of the period | 29 | 116,215 | 135,380 |
| Cash and cash equivalents at the end of the period | 29 | 92,847 | 116,215 |
(Values in thousand euros)
The accompanying notes are an integral part of the consolidated cash flow statement for the period ended on 31 December 2021.
The Certified Accountant
Teixeira Duarte, S.A. ("Company" or "TD,SA") has its head office at Lagoas Park, Edificio 2 in Portugal. It was incorporated in Portugal on 30 November 2009, with registered capital of 210,000,000 euros, represented by 420,000,000 shares with a nominal value of 0.50 euros (Note 32). Its main activity is the realisation and management of investments, the coordination of other companies integrated in or related to its corporate Group. In view of the previous period, there were no changes to the name of the company or means of identification.
The corporate universe of Teixeira Duarte ("Group") is composed of the subsidiary companies indicated in Note 4. The Group's main activities are as follows: Concessions and Services; Real Estate; Hospitality; Distribution; Energy and Automotive (Note 7),
The stated values will be expressed in thousand euros, unless expressly indicated otherwise. The operations conducted abroad are included in the consolidated financial statements pursuant to the policy described in Notes 2.9 and 2.10.
The consolidated financial statements have been prepared under the continuity of operations, based on the accounting books and records of the companies in the consolidation (Note 4), adjusted in accordance with the consolidation process, in order to conform with the provisions of the International Financial Reporting Standards adopted by the European Union, effective for the periods beginning on 1 January 2021. For the Group companies that use different accounting rules, conversion adjustments were made to the IFRS.
The standards include the International Reporting Standards ("IFRS") issued by the International Accounting Standards Board ("IASB"), the International Accounting Standards ("IAS") issued by the International Accounting Standards Committee ("IASC") and respective interpretations, issued by the International Reporting Interpretation Committee ("IFRIC") and Standing Interpretation Committee ("SIC"), respectively, whose adoption has been approved by the European Union. Hereinafter, these standards and interpretations shall be referred to in general as "IFRS".
The financial statements have been prepared according to the historical cost convention, modified by applying fair value to investment property and financial assets at fair value through other comprehensive income. The Group also adopted the revaluation model for certain classes of tangible fixed assets, according to Note 20.
Fair value is the amount for which an asset can be exchanged, or a liability settled between knowledgeable and willing parties in an arm's length transaction, regardless of whether that price can be directly observed or estimated using other valuation techniques. When estimating the fair value of an asset or liability, the Group considers that market participants would also take into consideration when valuing the asset or liability at the measurement date.
Prior to the date of approval of these financial statements, the following mandatory accounting standards, interpretations, amendments and revisions for the period beginning on 1 January 2021:
| Standard / Interpretation | Effective date (periods starting on or after) |
Contents |
|---|---|---|
| Amendment to IFRS 4 - Insurance Contracts Deferral of the application of IFRS 9 |
01/Jan/21 | This amendment refers to the temporary accounting consequences that result from the difference between the effective date of IFRS 9 Instruments and the future application of IFRS 17. The expiry date of the temporary exemption from the application of IFRS 9 is postponed from 2021 to 2023. This exemption is optional and only applies to entities with activity in the insurance business. |
| Amendments to IFRS 9, IAS 39, IFRS 4. IFRS and IFRS 16 - Reform of the interest rates of reference - phase 2 |
01/.lan/21 | Amendments to IFRS 9, IAS 39, IFRS 4, IFRS 7 and IFRS 16 related to the ongoing benchmark interest rate reform ("IBOR reform") project. These amendments aim to lessen the potential impact of the change in reference interest rates on financial reporting, namely on hedge accounting. |
The following standards, interpretations, the application of which will be mandatory in future economic periods, have, on the date of approval of these financial statements, been endorsed by the European Union:
| Standard / Interpretation | Effective date (periods starting on or after) |
Contents |
|---|---|---|
| Amendment to IAS 16 - Revenue earned before start-up |
01/Jan/22 | With this amendment, IAS 16 - 'Property, Plant and Equipment now prohibits the deduction of amounts received as consideration for items sold, resulting trom test phase production of property, plant and equipment, at the book value of these same assets. Operational testing of property, plant and equipment before they are put on a firm footing may involve the production of outputs for which a market exists in which they can be sold. The consideration received for the sale of the outputs obtained during the testing phase must be recognised through profit or loss for the period, in accordance with the applicable regulations. This amendment applies retrospectively, without the restatement of comparisons. |
| Amendment to IFRS 3 - Conceptual framework |
01/Jan/22 | This amendment updates the references to the Conceptual Framework in the text of IFRS 3, and no changes have been made to the accounting requirements for business combinations. The amendment also introduces references to contingent liabilities and liabilities under IAS 37 and IFRIC 21 incurred separately, versus contingent liabilities and liabilities assumed in a business combination. The amendment is applicable prospectively. |
| Amendment to IAS 37 - Onerous contracts | 01/Jan/22 -------------------------------------------------------------------------------------------------------------------------------------------------------------------- | This amendment specifies which expenses the entity should consider when it is assessing whether or not a contract is onerous. Only expenses directly related to compliance with the contract are accepted, and these may include: a) incremental costs to comply with the contract, such as direct labour and materials; and b) the allocation of other expenses that relate directly to compliance with the contract, such as the allocation of depreciation expenses for a given tangible fixed asset used to perform the contract. This amendment should be applied to those contracts which, at the beginning of the first annual reporting period to which the amendment is applied, still include unfulfilled contractual obligations, without it being necessary to restate the comparison. Any impact must be recognised against results carried over (or other equity component, as appropriate), on that same date. |
| Improvement to IFRS 1 - Subsidiary while IFRS adopter for the first time |
01/Jan/22 | Subsidiaries that become IFRS adopters for the first time after their parent, and that choose to measure their assets and liabilities based on the book values expressed in the consolidated financial statements of the parent, may measure the accumulated translation differences for all transactions denominated in foreign currency, at the amounts that would be determined in the consolidated financial statements of the parent, based on the date of transition of the parent to IFRS. This improvement is applicable prospectively. |
| Improvement to IFRS 9 - Derecognition of financial liabilities |
01/Jan/22 | This improvement clarifies that within the scope of the derecognition tests carried out on renegotiated liabilities, the net amount between tees paid and fees received should be determined, considering only the fees paid or received between the borrower and the financier, including fees paid or received, by any of the entities on behalf of the other. This improvement is applicable prospectively. |
| Improvement to IFRS 16 - Lease incentives | 01/Jan/22 | Amendment to example 13 of IFRS 16 to eliminate inconsistency in the accounting treatment of incentives assigned by the lessor to the lessee. This improvement is applicable prospectively. |
| Standard / Interpretation Improvement to IAS 41 - Taxation and measurement of fair value |
Effective date (periods starting on or after) 01/Jan/22 |
Contents This improvement removes the requirement to exclude fiscal cash flows from measuring the fair value of biological assets, ensuring consistency with the principles of IFRS 13. This improvement is applicable prospectively. |
|---|---|---|
| IFRS 17 - Insurance contracts | 01/Jan/23 | This standard supersedes IFRS 4 and is applicable to all entities that issue insurance contracts, reinsurance contracts and investment contracts with discretionary participation characteristics. IFRS 17 is based on the current measurement of technical liabilities at each reporting date. The current measurement may be based on a complete model ('building block approach') or a simplified model ("premium allocation approach"). The recognition of the technical margin differs according to whether it is positive or negative. IFRS 17 is applied retrospectively. |
These standards, although endorsed by the European Union, were not adopted in 2021, as their application is not yet mandatory.
It is not estimated that the future adoption of these standards and interpretations, issued by the European Union, will have a significant impact on the attached financial statements.
The following accounting standards and technical interpretations were issued by the IASB and have not yet been endorsed by the European Union:
| Standard / Interpretation | Effective date (periods starting on or after) |
Contents |
|---|---|---|
| IAS 1 (amendment) - Classification of liabilities as current or non-current |
01/Jan/23 | Clarification on the classification of liabilities as current or non-current balances depending on the rights an entity has to defer their payment, at the end of each reporting period (the standard no longer makes reference to unconditional rights, since loans are rarely not dependent on meeting specific conditions). Further clarification is made regarding the meaning of 'liquidation' of a liability, which is now defined as the extinguishing of a liability through the transfer of: (a) cash or other economic resources or (b) the entity's own equity instruments. This amendment applies retroactively. |
| IAS 1 (amendment) - Disclosure of policies accounting |
01/Jan/23 | Change to disclosure requirements for accounting policies that become based on the definition of "material" rather than "significant". Intangible information regarding accounting policies need not be disclosed. |
| IAS 8 (amendment) - Disclosure of estimates accounting |
01/Jan/23 | Introduction of the definition of accounting estimation and how it differs from changes in accounting policies. Accounting estimates are now defined as monetary values subject to uncertainty in their measurement. |
| IAS 12 (amendment) - Deferred tax related to assets and liabilities associated with a single transaction |
01/Jan/23 | The rule now requires entities to register deferred tax on specific transactions when their initial recognition gives rise to equal amounts of taxable temporary differences and deductible temporary differences. The transactions in question are: 1- right-of-use assets and lease liabilities; 2- provisions for dismantling, restoration and similar liabilities. The cumulative effect of the initial application of this change is recognised as an adjustment to the opening balance of retained earnings. |
| IFRS 17 (amendment) - Initial application of IFRS 17 and IFRS 9 - Comparative information |
01/Jan/23 | This change applies only to insurance entities in their transition to IFRS 17. It aims to avoid temporary accounting mismatches between financial assets and insurance contract liabilities. |
These standards have not yet been endorsed by the European Union and, as such, have not been applied by the Group in the period ended on 31 December 2021.
It is not estimated that the future adoption of these standards and interpretations, issued by the IASB but not yet endorsed by the European Union, will have a significant impact on the attached financial statements.
The preparation of the consolidated financial statements in conformity with the recognition and measurement principles of the IFRS requires the Board of Directors to make judgements, estimates and assumptions that can affect the reported amounts of assets and liabilities.
These estimates are based on the best knowledge existing at all times and are periodically reviewed based on the available information. Changes in facts and circumstances may lead to the estimates, hence the actual future results may differ from these estimates.
The significant estimates and assumptions made by the Board of Directors in preparing these consolidated financial statements include, namely, the assumptions used to estimate the following aspects:
The determination of a possible impairment loss can be triggered by the occurrence of different events, many of which are outside the sphere of influence of the Group, such as the availability of future financing, the cost of capital or any other changes.
The identification of impairment indicators, the estimate of future cash flows and the net realisable value of assess imply a high degree of judgement by the Board of Directors regarding the identification and evaluation of various impairment indicators, expected cash flows, applicable discount rates, useful lives and residual values.
Goodwill is subject to annual impairment tests or whenever there are indications of a possible values of the cash flow generating units to which is allocated, are determined based on expected cash flow. These calculations require the use of estimates by the Board of Directors regarding the future evolution of the business and discount rates considered.
The useful life of an asset is the time over which an entity expects an asset to be available for use, and this should be reviewed at the end of each economic period, as a minimum.
The determination of the useful lives of the amortisation/depreciation method to be applied, and the estimated losses arising from the replacement of equipment before the end of its useful life due to technological obsolescence is essential to determine the amount of amortisation/depreciation to be recognised in the consolidated income statement for each period.
These three parameters are defined according to the management's best estimate for the assets and business in question, also considering the practices adopted by companies in the operational segments in which the Group operates.
The Group periodically analyses possible obligations arising from past events that must be recognised or disclosed. The subjectivity inherent in determining the likelihood of the existence of a present liability and amount of internal resources necessary for the payment of the obligations could lead to significant adjustments, either by changing the assumptions made, or by the future recognition of provisions previously disclosed as contingent liabilities.
Deferred tax assets are only recognised when there is a reasonable expectation that there will be sufficient future taxable profits to use them or when there are deferred tax liabilities whose reversal is expected to occur in the same period of the deferred tax assets. Deferred tax assessed based on the management at the end of each period, taking into account the expectation of future tax performance.
The credit risk associated to accounts receivable is evaluated at the end of each reporting date, taking into account the debtor's historical information and risk profile. The accounts receivable are adjusted according to the management's assessment of the estimated risks of recovery existing on the reporting date, which may prove to be erroneous.
On the other hand, expected impairment losses on loans granted are calculated by taking into account a set of historical information and assumptions, which may not be representative of future uncollectability from Group debtors.
The Group recognises the earnings of contracts in accordance with the input method. which is defined as the relationship between the incurred costs in each contract up to the reporting date and the sum of these costs to complete the contract. The assessment of the degree of completion of each contract is periodically reviewed, taking into account the latest production indicators.
Tangible fixed assets are measured at acquisition cost, including expenses attributable to the purchase, less accumulated depreciation and impairment losses, when applicable. However, for a homogeneous class of assets, the revaluation model (revalued value less accumulated depreciation) was adopted as the accounting policy for the subsequent measurement of these assets. Thus, the revalued amount corresponds to its fair value on the revaluation date.
Investment properties are measured at their fair value, which is determined based on valuations made by independent specialised entities and in accordance with generally accepted valuation criteria for the real estate market. These valuations are based on observable market data and require judgements by the valuator with respect to the transaction conditions of each property in the market, which might diverge from the outcome recorded in the future.
Controlled companies are consolidated in each reporting period. Control exists when the Group directly or indirectly holds a majority of the voting rights in the General Meeting, or has the financial and operating policies.
Third party participation in the equity and net in presented separately in the consolidated statement of profit and loss and other comprehensive income, under the respective items of "Non-controlling interests".
Significant transactions and balances between these companies were eliminated during the consolidation process. Capital gains arising from the disposal of subsidiaries, made within the Group, were also annulled.
Whenever appropriate, adjustments are made to the financial statements of the standardisation of their accounting policies with those of the Group.
Business combinations, namely the acquisition of jointly controlled companies, are recorded through the acquisition method.
The acquisition cost corresponds to the fair values of the assets acquired, liabilities incurred or assumed and the equity instruments issued by the Group in exchange for the acquired control. Costs related to the acquisition are recognised as a ost when incurred. When applicable, the acquisition cost also includes the fair value of contingent payments measured on the acquisition date. Subsequent alterations in the value of contingent payments are recorded in accordance with the accounting rules which regulate the
recording of the assets or liabilities in question, unless they qualify as an adjustment period (with a maximum of 12 months).
The identifiable assets, liabilities and continent liabilities of a subsidiary that meet the criteria to be recognised in accordance with IFRS 3 - Business Combinations ("IFRS 3"), are measured by their fair value on the acquisition date, except for non-current assets (or groups of assets) which are classified as held for sale, in accordance with IFRS 5 - Non-current assets held for sale and discontinued operations ("IFRS 5"), which are recognised and measured at the respective fair value minus the costs to be incurred in their future sale.
Any excess of the acquisition cost increased by the value of the non-controlling interests relative to the acquired assets and liabilities is recognised as Goodwill. If the cost of acquisition is less than the fair value of the difference is recorded as net income gain for the period when the acquisition occurs, after re-confirmation of the attributed fair value.
If the process of accounting for business combinations is incomplete at the end of the combination occurs, the Group discloses this situation, and the amounts considered during the measurement period (the period between the acquisition date and the date on which the Group obtains full information about the facts and circumstances that existed at the acquisition date is a maximum of 12 months), or new assets and liabilities may be recognised to reflect facts and circumstances that existed on the financial position date and that, if known, would have affected the amounts recognised on the acquisition date.
Non-controlling interests are identified separately in equity attributable to the shareholders of the Parent Company. Noncontrolling interests may be measured initially either at their fair value of the fair value of the assets and liabilities of the acquired subsidiary. This option is made separately for each transaction.
After the initial recognition the book value of the minority interests is determined as the value recognised initially plus the proportion of alterations of equity of the subsidiary.
The full income of a subsidiary is attributed to the non-controlling interests even if it is negative.
Changes in the percentage control of subsidiaries that do not result in a loss in control as equity transactions. The value of the Group's interests and the non-controlling interests is adjusted to reflect the percentage changes. Any difference between the amount by which the non-controlling interests are adjusted and the transaction price is recognised directly under equity and attributed to the shareholders of the Parent Company.
When the Group loses control over a subsidiary, the gain or loss in the difference between (i) the aggregate amount of the fair value of the price and the retained interests and (ii) the book value of the assets (including goodwill) and the liabilities of the subsidiary and of the non-controlling interests. Amounts previously recognised as other comprehensive income are transferred to profit or loss of the period, or transferred to retained earnings in the same manner as they would be if the related assets or liabilities were disposed of. The fair value of the retained interests corresponds to the initial recognition for the effect of subsequent recording under IFRS 9 - Financial instruments or, as and when applicable, the initial recognition of an investment in an associate or joint venture.
An associate or joint-venture is a company in which the Group exercises significant influence, through participation in decisions relative to its financial and operating policies, but does not have control over it.
Financial investments in most of the associates (Note 24) are recorded through the equity method, except when they are classified as held for sale, with the shares initially stated at acquisition cost, which is increased according to the difference between this cost and the proportional value of the equity of these companies reported on the date of acquisition or first application of this method.
Pursuant to the equity method, financial holdings are adjusted periodically by the amount corresponding to the net income of the associates and joint-ventures against "Earnings from associates and through other changes in their equity against "Adjustments of holdings in associates and joint-ventures", as well as through the recognition of impairment losses. Furthermore, the dividends received from these companies are recorded as a reduction in the value of financial investments.
Losses in associates and joint ventures which exceed the investment made in these entities are not recognised unless the Group has undertaken liabilities for losses concerning these associates or joint ventures.
Any excess of the acquisition cost over the identifiable net assets is recorded as "Investments in associates and jointventures - goodwill". In cases where the acquisition cost is lower than the fair value of the difference is recorded as a gain on the statement results for the period in which the acquisition occurs.
Unrealised gains on transactions with associates and joint-ventures are eliminated in proportion to the associate and joint-venture, against the investment mad in that asscciate and joint-venture. Unrealised in a similar manner, but only to the extent that the loss does not show that the transferred asset is impaired.
Differences between the acquisition cost of the investments in subsidiaries, and joint-ventures, plus, in the case of subsidiaries, the value of the non-controlling interests and fair value of the identifiable assets and liabilities of their acquisition date, if positive, are recorded as goodwill (in the case of subsidiaries and joint-ventures) or maintained under the item "Investments in associates".
Goodwill is recorded as an asset and is not subject to amortisation. It is presented statement of financial position or under the item "Investments in associates and joint ventures" (Notes 18 and 23). Regarding the goodwill of subsidiaries, annually, or whenever there are indications of a possible loss in value, the goodwill values are subject to impairment loss is immediately recorded as expenses in the consolidated income statement for the period and is not subject to subsequent reversal.
Upon the disposal of a subsidiary, associate or joint-venture, the corresponding Goodwill is included in the capital gain or loss.
Where the acquisition cost is less than the fair value of the difference is recognised as a gain for the period in which the acquisition occurs.
Intangible assets essentially comprise contractual rights and costs incurred in specific projects with future economic value, and are stated at cost, minus accumulated depreciation and impairment losses are recognised only if it is probable that they will produce future economic benefits for the Group, are controllable by the Group and their value can be measured reliably.
Internally generated intangible assets, specifically current research and development expenses in the period in which they are incurred.
The internal expenses associated with maintenance and the development of software are recorded as expenses in the income statement when incurred, except when these expenses are directly associated with projects that are likely to generate future economic benefits for the Group. In such cases, these expenses are capitalised as intangible assets.
Amortisation is calculated, after the beginning of use of the straight-ine method, in accordance with the year of utility that the Group expects of the assets concerned.
Tangible fixed assets used in production, services rendered or for administrative use are recorded at acquisition cost, including the expenses incurred with their acquisition, minus accumulated depreciation and impairment losses, when applicable.
However, for a homogeneous class of assets, on 31 December 2018 the revaluation model (revalued value less acumulated depreciation) as the accounting policy for the subsequent of these assets. Thus, the revalued amount corresponds to its fair value on the revaluation date.
Revaluations will be performed every two years, or whenever there are indications of changes in the value of assets, by indepent valuers so as to ensure that the carrying amount is not materially different from the amount which would be determined using fair value at the end of the reporting period.
If an asset's carrying amount is increased as a result of a revaluation, the increase is recognised under other comprehensive income and acumulated under equity in the "revaluation surplus" account. However, the increase is reverses a decrease in the revaluation of the same asset that was previously recognised under results.
If the carying amount of an asset is decreased as a result of a revaluation, the decrease is recognised under results. However, the decrease is recognised under other comprehensive income, up to the point of any credit balance existing in the revaluation surplus with respect to this asset. The decrease recognised uncome reduces the amount accumulated under equity, in the "Revaluation surplus" account.
Tangible fixed assets are depreciated through tine method, according to their estimated useful life, from the date on which they are available to be used for the intended purpose and cease become classified as non-current assets held for sale. Depreciation is calculated in accordance with the following estimated useful lives:
| Service life in years | |
|---|---|
| Buildings and other | 5 - 50 |
| Basic equipment | 3 - 8 |
| Transportation equipment: | 3 - 7 |
| Administrative equipment | 2 - 10 |
| Other tangible fixed assets | 1 - 4 |
Improvements and upgrades are only recognised as assets when they correspond to the replacement of goods, which are written-off, or lead to an increase in future economic benefits.
Tangible fixed assets in progress correspond to tangible assets under construction and are recorded at acquisition cost minus any impairment losses. These tangible fixed assets are depreciated as from the underlying assets are able to be used for the intended purposes.
The gains and losses arising from the sale or write-off of property, plant and equipment are determined by the difference between the net realisable value and the net book value at the date recorded at the net income in the income in the income statement under "Other operating income and gains" or "Other operating expenses and losses", as applicable.
Assets acquired under lease contracts, as well as the corresponding liabilities, are recorded by recognising the right-of-use asset, the corresponding accumulated depreciation and the debts pending settlement in accordance with the contractual financial plan.
In addition, interest included in the value of rent payments and right of use depreciations are recognised as expenses in the income statement and statement of other comprehensive income of the period to which they refer.
Low value leases are excluded from this procedure. These are leases with a total contractual value of less than 5000 euros, which are recorded through profit or loss according to the period to which they refer.
Impairment is assessed whenever events or changes indicate that the amount at which an asset is recognised might not be recovered. When such indications exist, the Group determines the recoverable value of the asset, so as to determine the possible extent of the impairment loss.
In situations where the individual asset does not generate cash flow independently of other assets, the recoverable value is estimated for the cash flow generating unit to which the asset belongs.
Whenever an asset's recorded value is higher than its recoverable amount, an impairment loss is recognised for the difference, which is recorded on the income statement under the item "Impairment of depreciable/amortisable assets and Goodwill".
The recoverable amount is either the fair value less disposal expenses or value-in-use, whichever is higher. The net is the amount that would be obtained from the sale of the asset in a transaction between independent and knowledgeable paries, minus expenses directly attributable to the sale. The value of estimated future cash flows that are expected from continued use of the asset and from its disposal at the end of its useful life. The recoverable amount is estimated for each individual asset or, when this is not possible, for the cash-generating unit to which the asset belongs.
The reversal of impairment losses is recorded when the recognised impairment losses no longer exist or have decreased. The reversal of impairment losses is recognised on the item "Impairment of depreciable/amortisable assets and Goodwill" for the period in which the reversal occurs. However, the impairment loss is reversed up to the amount that would have been recognised (net of amortisation or depreciation) if the impairment loss had not been recorded in prior years.
Investment properties, which include land buildings held for leasing, capital appreciation, or both, are recorded initially at their acquisition price or at construction cost (in the case of own construction investment), including any directly attributable expenditure.
After their initial recognition, all the investment properties, including those that are under canstruction, are measured at their fair value reflecting market conditions on the reporting date. All the gains or losses resulting from changes in the fair value of investment properties are recognised in the income for the period in which they occur, and recorded under the item "Change in fair value of investment properties", included under "Other operating income and gains" or "Other operating expenses and losses", depending on whether they are gains or losses.
The fair value of each investment property is determined by the independent specialised entity and in compliance with evaluation criteria generally accepted by the real-estate market.
The expenses incurred for investment properties in use, including maintenance, repair, insurance and taxes, are recognised in the income statement for the period to which they refer. Improvements or upgrades as assets when they correspond to the replacement of goods, which are written-off, or lead to an increase in future economic benefits.
These financial statements are presented in euros, as this is the currency of the parent company.
Transactions carried out in currencies other than the euro are recorded at the rates prevailing on the transaction date. On each reporting date, the monetary assets and liabilities expressed in foreign currencies are converted into Euro using the exchange rates in force on that date. Non-monetary assets and liabilities recorded at fair value denominated in foreign currencies are converted into euros using the exchange rate in force on the date when the fair value was determined.
Favourable and unfavourable exchange rate differences between the exchange rates in force on the transaction date and those in force on the date of collection, payment or on the financial statement date, of these same transactions, are recorded as revenue and expenses on the income statement for the exception of those relating to non-monetary items, whose changes in fair value are recorded directly under equity in the item "Currency conversion adjustments" (Note 45).
The financial statements of subsidiary companies denominated in foreign currency are converted taking into exchange rate in force on the date of the financial statement, for the conversion of assets and liabilities, the historical exchange rate for converting the balances of the equity items, and average rates for the period, for converting the items under the income statement, other comprehensive income and cash flows.
Pursuant to IAS 21 - Effects of change rates ("AS 21"), the goodwill and fair value corrections determined upon the acquisition of foreign entities are considered in the reporting currency of these entities, and are exchange rate in force on the reporting date. Exchange rate differences created in this way are recorded under equity, in the item "Currency conversion adjustments" (Note 45).
According to IAS 29 - "Financial reporting in hyperinflationary economies", the financial statements of an entity whose operating currency is the currency of a hyperinflationary economy, regardless of whether they are based on historical cost or current cost, must be expressed in terms of the current measurement unit at the end of the reporting period.
The standard mentions that hyperinflation is indicated by characteristics of a country's economic environment, specifically including the following characteristics:
a) the general population prefers to preserve its weath in a relatively stable foreign currency. Amounts of local currency that are held are immediately invested to maintain purchasing power;
b) the general population sees monetary amounts not in terms of a stable foreign currency. Prices may be quoted in that currency;
c) sales and purchases on credit are made at prices that compensate for the expected loss of purchasing power during the credit period, even if the period is short;
d) interest rates, wages and prices are linked to a price index; and
e) the rate of inflation accumulated over three years approaches or exceeds 100%.
Amounts on the financial position statement that have not vet been expressed in terms of the current on the reference date of that statement were restated by applying a general price index;
Monetary items were not restated because they were already expressed in terms of the reporting period. Monetary items represent cash held and elements receivable or payable in cash;
Assets and liabilities that by agreement were linked to price changes, such as index-linked under the terms of the agreement in order to determine the balance amount at the end of the reporting period;
All other assets and liabilities were considered as non-monetary items were recorded at current amounts at the end of the reporting period, such as net realisable value and were therefore not restated. All other nonmonetary assets and liabilities have been restated;
Most non-monetary items were carried at cost less depreciation and accumulated impairment losses. Consequently, they were expressed in current amounts at their acquisition. The restated cost of each item was determined by applying the change in a general price index to its historical cost and to its accumulated amortisation/impairment loss between the date of its acquisition (or date of change of operating currency) and the reporting date. Therefore, tangible assets, inventories and goodwill were restated from the dates of their acquisition or change in operating currency;
Where applicable, the restated amount of non-monetary items is reduced to their recoverable amount by virtue of the estimated future use of the item or its divestment.
Items expressed at current cost (fair value) were not restated because they were already expressed in terms of the current measurement unit on the financial position statement date;
– Equity items, except for retained earnings and any revaluation surplus, were restated by applying a general price index, from the dates on which the respective amounts were constituted. Finally, the restated retained earnings were determined based on all other amounts of the restated statement of financial position.
– The income statement generally reports current expenses and revenue at the time when the underlying transactions or events ocurred. Accordingly, the expenses with sales and depreciation of fixed assets are recorded at current expenses at the time of their consumption; and revenue and other current expenses are recorded at current amounts at the time they were incurred;
In a period of inflation, a company that holds an excess over monetary liabilities (net monetary position - debtor) loses purchasing power and consequently generates a loss; on the other hand, a company that holds an excess of monetary liabilities over monetary assets (net monetary position) gains purchasing power and consequently generates a gain, to the extent that the assets and liabilities are not indexed to a price level.
The gain or loss on the net monetary position was included in the net income for the period.
Borrowing expenses are recognised in the income statement for the year to the extent that the financial ocsts of the loans received directly related to the acquisition and production of assets that take a substantial period of time to become ready for their intended use, are capitalised as part of the assets. The capitalisation of these costs begins after the beginning of the preparation of construction or development of the asset and is interrupted after the beginning of use or end of production or construction of the asset or when the project concerned is suspended. Any financial revenue arising from loans obtained in advance and which may be allocated to a specific investment is deducted from financial expenses eligible for capitalisation.
Government grants are recognised at their fair value when that they will be received and that the Group will comply with the grant conditions.
Operating grants, particularly for employee training, are recognised in the income statement in accordance with expenses incurred.
Investment grants relating to the acquisition of tangible fixed assets are included under "Other non-current liablities" (as applicable) and are credited to the straight-line depreciation/amorisation/amorisation of the assess financed with the grants.
Goods and raw materials are stated at acquisition cost, using the average cost as the costing method.
Internediate and finished products and work in progress are stated at the weighted average cost of production, which includes the cost of the incorporated raw materials, labour and manufacturing the depreciation of production equipment calculated on the basis of normal usage levels), which is below the net realisable value corresponds to the normal sale price deducted from the costs to complete the production and from the commercialisation costs.
The difference between the cost value and respective realisation value of the latter is lower than the book value, is recorded as impairment losses in inventories.
Provisions are recognised when and only when i) the Group has a present obligation (legal or constructive) as a result of a past event, ii) it is probable that a transfer of economic be required to settle the obligation, and iii) a reliable estimate can be made of the amount of the obligation. The provisions are reviewed on each reporting date and adjusted to reflect the best estimate on that reporting date.
A business segment is a group of assets and operation of products and services subject to risks and benefits that are different from other business segment is a group of assets and operations involved in the provision of products and services in a specific economic environment, which is subject to risks and benefits differ segments that operate in other economic environments.
The Group presents business segments, in a manner consistent with the way the management conducts the business.
Operating income includes all expenses and revenue from operations. Whether restructuring costs and opsts and revenue associated with operating assets (tangible assets). It also includes the capital gains or losses calculated on the sale of companies in the consolidation using the full consolidation method. Therefore, net financing costs, results from associates and joint ventures, results financial investments and income taxes are excluded from operating income.
Financial assets and financial liabilities are recognised when the Group becomes a party in the respective contractual relationship.
All recognised financial assets are subsequently measured at amortised cost or at their fair value, depending on the model adopted by the Group and the characteristics of their contractual cash flows.
The amounts included in Cash and equivalent correspond to cash, bank deposits and other cash investments, with a maturity of less than three months and which can be mobilised immediately with no significant risk of change in value.
Debt instruments and accounts receivable are measured, when initially recognised, at their respective fair value and, subsequently, at their amortised cost, in accordance with the effective interest rate method. When there is evidence that they are impared, the corresponding adjustment is recorded through profit or loss under the item "Impairment of accounts recognised adjustment is measured by the difference between the value at which the accounts receivable are recognised and the present value of the cash flows discounted at the effective interest rate determined at their initial recognition.
Financial investments are recognised on the inherent risks and rewards are transferred substantially. They are initially recorded at their acquisition value, corresponding to fair value, including transaction costs.
Financial investments are classified as follows:
Financial assets at fair value through other comprehensive investments that are available for sale and are classified as non-current assets.
After initial recognition, financial assets at fair value through other comprehensive income are measured at fair value plus transaction costs. Subsequently, they are measured at fair value with gains and losses in other comprehensive income. Upon their divestment, the cumulative gain or loss financial investments is not reclassified to the consolidated income statement, but is only transferred to the item "Retained earnings".
Associated dividends are recognised on the consolidated income statement when they are attributed/decided upon, unless they represent a recovery of part of the investment. Dividends are recorded on the consolidated income statement under "Results related to investment activities".
Financial assets that do not meet the criteria to be measured at an at fair value through other comprehensive income are measured at fair value through the income statements.
Financial assets recorded at fair value through the income statement are measured at fair value determined at the end of each reporting period, with the respective gains or losses recognised on the consolidated income statement, unless they form part of a hedging relationship.
Equity instruments are classified according to the contract regardless of their legal form. Equity instruments are contracts that have a residual interest in the Group's assets after deducting its liabilities.
Equity instruments issued by the Group are recorded at the amount received net of the costs incurred to issue them.
Accounts payable are measured initially at fair value and subsequently at amortised cost in accordance with the effective interest rate method.
Obtained financing is initially recorded as liabilities at the amount received, net of costs of issuing such loans and later measured by the amortised cost method. Financial expenses, calculated in accordance with the effective interest rate and including premiums payable, are recorded in accordance with the accrual principle for the periods.
The Group offers a retirement plan to its employees.
This insurance plan was established in the context of a social and incentive policy for workers and is of the subsidiary companies where these benefits are attributed. Due to its optional nature, it is the exclusive decision of the respective administrations to make any appropriate contributions at any given time, taking into account current planned the economic and financial situation. Therefore, contributions made by the Group are recorded as costs on the date on which they are made.
Income tax for the period is calculated based on the companies included in the consolidation, and considers deferred taxation.
The current income tax rate is calculated based on the taxable income (which differs from accounting included in the consolidation in accordance with the tax rules in force at the head office of each company of the Group.
Deferred taxes refer to temporary differences between the amounts of assets and liabilities for accounting purposes and their amounts for taxation purposes, as well as the resulting tax benefits obtained.
Deferred tax assets and liabilities are calculated using tax rates that are expected to be in force at the date of reversal of the temporary differences, are not discounted as non-current assets or liabilities.
Deferred tax assets are only recorded when there are reasonable expectations of sufficient future tax profits to use them. On each reporting date, the temporary differences underlying deferred tax assets are reviewed to recognise or the current expectation of future recovery. Deferred tax liabilities are recognised for all taxable temporary differences.
A contingent asset is a possible asset derived from past events and whose existence will only be confirmed by the occurrence or not of uncertain future events.
Contingent assets are not recognised in the consolidated financial statements but are disclosed when an inflow of future economic benefits is probable.
A contingent liability is (i) a possible liability arising from and whose existence will be confirmed by the occurrence or not of uncertain future events or (i) a present liability which is not recognised because it is unlikely that there will be an outflow of funds or the possible outflow of funds cannot be measured reliably.
Contingent liabilities are not recognised in the consolidated financial statements but are financial statements. unless the possibility of an outflow of funds affecting future economic benefits is remote, in which case they are not subject to disclosure.
Sales and services rendered are recognised on the income statement when there is a transfer of control of the goods or service rendered to the buyer and the amount of income is reasonably quantified. Returns of sold products are recorded as a reduction in sales, in the period to which they relate.
The Group recognises revenues from different businesses:
The construction business involves a unique performance obligation of a certain work under the terms defined in the respective terms of reference and the guidance and requests made by clients during the Group believes that this performance obligation is met throughout the work execution period, since in situation to order, the asset does not have an alternative use and the Group has the right to receive compensation for work performed up until the reporting date. In this way, timing the recognition of the performance obligation occurs during that period, determined using the input method (degree of completion method), based on the costs incurred for the actual estimated margin for each project. As it is not a policy to provide project guarantees in excess of the Group has not identified any additional performance obligation related to extensions of the guarantee.
For the purpose of determining the total price of the variable components associated with it are taken into account, specifically discounts, bonuses, price reviews, penaties, additional work, requesy of expenses incurred, among other aspects.
Revenue from these variable components is reliably measurable and its realisation is highly likely, mitigating a potential significant reversal if it does not occur in the future.
It should also be noted that the revenue from these variable components is understood by the Group as a single performance obligation, i.e., it cannot be disassociated from the purpose established in the construction contract that was initially signed.
Whenever there is a significant time lag (more than 12 months) between the time that goods or services are made available to the client and the moment that they are paid for, an assessment is made of the potential existence of a significant financing component in the contract. If any, this component is treated as a stand-alone performance obligation, with the respective interest recognised as income over the estimated financing period.
In addition, the existence of a significant finances received from clients is also assessed. If applicable, that component is treated as a stand-alone performance obligation, and the respective interest is recognised as an expense over the estimated financing period.
If the situation in the previous paragraph does not occur at the level of advances received from clients. these are treated as unique performance obligations directly associated with the contracts to which they are related as liablities associated with contracts with clients. As at 31 December 2021, given the representative nature of one clients, as well as the fact that they are consumed in proportion as the management considers that there are no advances from clients that would fall under the concept of a significant financing component.
As regards the sale of real estate assets, the Group believes that its performance obligation is met at the time of delivery and when the corresponding transfer of control occurs. This is considered to occur at the public deed of purchase and sale, since until that moment the client does not benefit from the acquired asset and does not have control over it or access to it, and there are no other significant performance obligations to be met from that moment onwards. Particularly with regard to real este projects developed by the Group, where there is a commitment by the Group to sell assets with certain characteristics, the Group believes that, although the development of the asset and its characteristics are provided for in the promissory contract that is entered into, the Group has the ability to control the client does not have the ability to decide on changes or considerations about it. Therefore, the respective revenue is recognised at a momentioned public purchase and sale deed.
As regards the lease of real estate assets held by the performance obligation of Texeira Duarte consists of assigning the right of use, by leasing, of the real estate/store specifically referred to in each contract that is entered into. The Group believes that the revenue should be recognised over time, corresponding to the client simultaneously receives and enjoys the benefits arising from Teixeira Duarte's performance and execution upon the right of use during that period.
With regard to hospitality services the Group believes that the obligation to perform the service, depending on its nature, occurs over time, as the service is provided. Therefore, it believes that revenue should be recognised over time, corresponding to the stay in a hotel, as the client enjoys the associated benefits during this performance obligations are established, particularly by requesting other services (Food & Beverage, SPA, or other services provided by the Group), these are recognised at a moment in time when the client obtains the benefits associated with them.
As regards distribution services, the Group believes that the performance obligation that it assumes towards of the sale/delivery of goods at a wholesale or retail market in the distribution network (supermarkets) held by the Texein Duarte Group. This oblication is met when the goods purchased by the client are delivered, as until this moment the acquired goods nor has control or access over it. Therefore, the respective revenue is recognised at that moment in time.
As regards the sale of cars, the Group considers that its performance obligation is met at the time of delivery and when the corresponding transfer of control occurs, since up to that meither benefits from the acquired goods nor has control or access over it. The Group believes that there are no other performance obligations or commitments established with clients under the respective contracts that are established.
As recards other lines of revenue, particularly services provided to clients, of a continuous or occasional nature, it is understood that there are separate performance obliations when such agreements provide for various assets to be provided. from which the client can benefit separately. These are differentiated in the terms contracted between the Group believes that the revenue attributed to each performance obligation identified in the contracts is recognised at the moment that the respective control is transferred, particular over time or at a moment in time, based on its characteristics, depending on whether the client benefits from its execution over this same period or from a certain date.
Income and expenses are recorded according to the accrual principle, by which they are generated regardless of when they are received or paid. Income and expenses with an unknown real value are estimated.
Differences between invoiced amounts and the corresponding revenue and expenses are recorded under the items "Other current assets" and "Other current liabilities".
Assets which are realisable and liabilities payable less than one year from the reporting date are classified, respectively, as current assets and liabilities.
Liabilities relative to which there is no unconditional right to defer their payment for a period of at least twelve months after the reporting date are also classified as current.
The Group recognises expected impairments, measured at amortised cost or at fair value through other comprehensive income, as well as for accounts receivable from other debtors, and for assets associated with contracts with clients.
The anount of expected impairment losses for the aforementioned financial assets is updated at each reporting date in order to reflect the changes in credit risk that have occurred since the initial recognition of the respective financial assets.
Expected impairment losses are estimated using an uncollectibility matrix based on the Group's clients over the past seven years, adjusted for specific factors attributable to clients, as well as the macroeconomic conditions that are estimated for the future. To this end, the balances of clients and other debtors were grouped taking into account similar credit risk profiles (country, business unit, type of debtor - public or private, and others) and maturity ranges.
Non-current assets (or discontinued operations) are classified as held for sale whenever it is determined that their value will be recovered through their sale and not through their continued use. This situation is considered to occur only when: (j) the sale is highy probable; (i) the asset is available for sale immediately in its current conditions; (ii) the management is committed to a sales plan and, (iv) it is expected that the sale will take place within the period of twelve months.
Non-current assets (or discontinued operations) classified as held for sale are measured at their book value and respective fair value minus the costs of their sale.
Basic earnings per share are calculated by dividing the earnings attributable to ordinary shareholders of TD,SA, by the weighted average number of common shares in circulation during the period.
Diluted earnings per share is calculated by dividuale to TD,SA ordinary shareholders by the weighted average number of common shares in circulation during the period, adjusted for potential dilutive common shares.
Potential ordinary diuting shares can result from options over shares and other financial instruments issued by the Group, convertible into shares of the Company.
Events occurring after the financial positional information about conditions that existed at the date of the financial position are adequately reflected in the consolidated financial statements (Note 47).
During the period ended on 31 December 2021, there were no changes in accounting policies, estimates and errors compared to those considered in the preparation of the financial information for the period ended on 31 December 2020.
As at 31 December 2021, Teixeira Duate, S.A. and the following subsidiaries were included in the consolidation, using the full method:
| Corporate name | Head office | % Effective stake |
|---|---|---|
| INTERNAL MARKET CONSTRUCTION |
||
| CONSTRUSALAMONDE, A.C.E. | Edifício 2, Lagoas Park - Porto Salvo | 100.00% |
| EPOS - Empresa Portuguesa de Obras Subterrâneas, S.A. | Edifício 2, Lagoas Park - Porto Salvo | 100.00% |
| SOMAFEL - Engenharia e Obras Ferroviárias, S.A. | Edifício 2, Lagoas Park - Porto Salvo | 67.74% |
| TEIXEIRA DUARTE - Engenharia e Construções, S.A. | Edifício 2, Lagoas Park - Porto Salvo | 100.00% |
| TEIXEIRA DUARTE - SOMAFEL - Viadutos do Campo Grande, A.C.E. |
Edifício 2, Lagoas Park - Porto Salvo | 92.90% |
| CONCESSIONS AND SERVICES | ||
| DPLG - Desenvolvimento do Terminal Especializado de Contentores do Porto de La Guaira, Sociedade Unipessoal, Lda. |
Rua das Pretas, 4 - Fração 4 D - Funchal | 100.00% |
| TDAP - Atividades Portuárias, S.A. | Rua das Pretas, 4 - Fração 4 D - Funchal | 100.00% |
| TDGI - Tecnologia de Gestão de Imóveis, S.A. | Edifício 2, Lagoas Park - Porto Salvo | 100.00% |
| TDGI Manutenção, A.C.E. | Edifício 2, Lagoas Park - Porto Salvo | 100.00% |
| REAL ESTATE | ||
| EMPREENDIMENTOS IMOBILIARIÓS 01, Unipessoal Lda. | Edifício 2, Lagoas Park - Porto Salvo | 100.00% |
| FUNDO DE INVESTIMENTO IMOBILIÁRIO FECHADO TDF | Av. Professor Doutor Cavaco Silva, Parque das Tecnologias, Edifício 3 - Porto Salvo |
100.00% |
| IMOPEDROUÇOS - Sociedade Imobiliária, S.A. | Edifício 2, Lagoas Park - Porto Salvo | 100.00% |
| IMOTD - Sociedade Gestora de Participações Sociais, S.A. | Edifício 2, Lagoas Park - Porto Salvo | 100.00% |
| MALANGA - Investimentos Imobiliários, Unipessoal Lda. | Edifício 2, Lagoas Park - Porto Salvo | 100.00% |
| QUINTA DE CRAVEL - Imobiliária, S.A. | Edifício 2, Lagoas Park - Porto Salvo | 100.00% |
| TD VIA - Sociedade Imobiliária, S.A. | Edifício 2, Lagoas Park - Porto Salvo | 93.75% |
| TEIXEIRA DUARTE - Gestão de Participações e Investimentos Imobiliários, S.A. |
Edifício 2, Lagoas Park - Porto Salvo | 100.00% |
| TEIXEIRA DUARTE REAL ESTATE, S.A. | Edifício 2, Lagoas Park - Porto Salvo | 100.00% |
| TD AM, S.A. | Edifício 2, Lagoas Park - Porto Salvo | 100.00% |
| V8 - Gestão Imobiliária, S.A. | Edifício 2, Lagoas Park - Porto Salvo | 100.00% |
| Corporate name | Head office | % Effective stake |
|---|---|---|
| HOSPITALITY EŜTA - Gestão de Hotéis, S.A. |
Edifício 2, Lagoas Park - Porto Salvo | 100.00% |
| GO CORP TRAVEL SOLUTIONS - Agência de Viagens, S.A. | Rua Encosta das Lagoas, nº 8 - Porto Salvo | 100.00% |
| LAGOAS HOTEL, S.A. | Edifício 2, Lagoas Park - Porto Salvo | 100.00% |
| SINERAMA - Organizações Turísticas e Hoteleiras, S.A. | Edifício 2, Lagoas Park - Porto Salvo | 100.00% |
| TDH - Sociedade Gestora de Participações Sociais, S.A. | Edifício 2, Lagoas Park - Porto Salvo | 100.00% |
| TDHC - Instalações para Desporto e Saúde, S.A. | Edifício 2, Lagoas Park - Porto Salvo | 100.00% |
| DISTRIBUTION | ||
| TEDAL - Participações e Distribuição, S.A. | Edifício 2, Lagoas Park - Porto Salvo | 100.00% |
| TEDAL II - Distribuição e Investimentos, S.A. | Edifício 2, Lagoas Park - Porto Salvo | 100.00% |
| TEIXEIRA DUARTE - Distribuição, S.A. | Edifício 2, Lagoas Park - Porto Salvo | 100.00% |
| AUTOMOTIVE | ||
| SMOTORS, S.A. | Edifício 2, Lagoas Park - Porto Salvo | 100.00% |
| TDO - Investimento e Gestão, S.A. | Edifício 2, Lagoas Park - Porto Salvo | 100.00% |
| TEDAL III - Automóveis e Investimentos, S.A. | Edifício 2, Lagoas Park - Porto Salvo | 100.00% |
| TEDAL IV - Participações e Automóveis, S.A. | Edifício 2, Lagoas Park - Porto Salvo | 100.00% |
| OTHER | ||
| C + P.A. - Cimento e Produtos Associados, S.A. | Edifício 2, Lagoas Park - Porto Salvo | 100.00% |
| TDO - Sociedade Gestora de Participações Sociais, S.A. | Edifício 2, Lagoas Park - Porto Salvo | 100.00% |
| TEDAL - Sociedade Gestora de Participações Sociais, S.A. | Edifício 2, Lagoas Park - Porto Salvo | 100.00% |
| EXTERNAL MARKET |
CONSTRUCTION
| Global Net Distributors (Pty) Ltd. | 10 Ninth Avenue - Northmead, Gauteng 1501 | 100.00% |
|---|---|---|
| ANGOLA | ||
| CONCESSIONS AND SERVICES | ||
| EDUCARE - Actividades Educativas e Culturais (SU), Lda. | Avenida Pedro de Castro Van-Dúnem, Loy Bairro Morro Bento (Maxipark), Edifício Teixeira Duarte, nº 387, Luanda |
100.00% |
| TDGI - Tecnologia de Gestão de Imóveis, Lda. | Avenida Pedro de Castro Van-Dúnem, Loy Bairro Morro Bento (Maxipark), Edifício Teixeira Duarte, nº 387, Luanda |
42.40% |
| REAL ESTATE | ||
| AFRIMO - Empreendimentos Imobiliários, Lda. | Avenida Pedro de Castro Van-Dúnem, Loy Bairro Morro Bento (Maxipark), Edifício Teixeira Duarte, nº 387, Luanda |
51.00% |
| TEIXEIRA DUARTE - Engenharia e Construções (Angola), Lda. | Avenida Pedro de Castro Van-Dúnem, Loy Bairro Morro Bento (Maxipark), Edifício Teixeira Duarte, nº 387, Luanda |
100.00% |
248
Teixeira Duarte | Report and Accounts 2021
| Corporate name | Head office | % Effective stake |
|---|---|---|
| HOSPITALITY | ||
| ALVALADE - Empreendimentos Turísticos e Hoteleiros, Lda. | Avenida Pedro de Castro Van-Dúnem, Loy Bairro Morro Bento (Maxipark), Edifício Teixeira Duarte, nº 387, Luanda |
100.00% |
| ANGOPREDIAL - Empreendimentos Imobiliários (SU), Lda. | Avenida Pedro de Castro Van-Dúnem, Loy Bairro Morro Bento (Maxipark), Edifício Teixeira Duarte, nº 387, Luanda |
100.00% |
| HOTEL TROPICO, S.A. | Avenida Pedro de Castro Van-Dúnem, Loy Bairro Morro Bento (Maxipark), Edifício Teixeira Duarte, nº 387, Luanda |
80.00% |
| HOTEL BAIA (SU), Lda. | Avenida Pedro de Castro Van-Dúnem, Loy Bairro Morro Bento (Maxipark), Edifício Teixeira Duarte, nº 387, Luanda |
100.00% |
| DISTRIBUTION | ||
| CND - Companhia Nacional de Distribuição (SU), Lda. | Avenida Pedro de Castro Van-Dúnem, Loy Bairro Morro Bento (Maxipark), Edifício Teixeira Duarte, nº 387, Luanda |
100.00% |
| COM 1 - Comércio e Distribuição, Lda. | Avenida Pedro de Castro Van-Dúnem, Loy Bairro Morro Bento (Maxipark), Edifício Teixeira Duarte, nº 387, Luanda |
100.00% |
| DCG - Distribuição e Comércio Geral (SU), Lda. | Avenida Pedro de Castro Van-Dúnem, Loy Bairro Morro Bento (Maxipark), Edifício Teixeira Duarte, nº 387, Luanda |
100.00% |
| IMO 1 - Empreendimentos Imobiliários (SU), Lda. | Avenida Pedro de Castro Van-Dúnem, Loy Bairro Morro Bento (Maxipark), Edifício Teixeira Duarte, nº 387, Luanda |
100.00% |
| OCC - Operador Central de Comércio, Lda. | Avenida Pedro de Castro Van-Dúnem, Loy Bairro Morro Bento (Maxipark), Edifício Teixeira Duarte, nº 387, Luanda |
80.00% |
| AUTOMOTIVE | ||
| AUTO 1 - Comércio Automóvel, Lda. | Avenida Pedro de Castro Van-Dúnem, Loy Bairro Morro Bento (Maxipark), Edifício Teixeira Duarte, nº 387, Luanda |
100.00% |
| AUTO COMPETIÇAO ANGOLA (SU), Lda. | Avenida Pedro de Castro Van-Dúnem, Loy Bairro Morro Bento (Maxipark), Edifício Teixeira Duarte, nº 387, Luanda |
100.00% |
| AUTO 8 (SU), Lda. | Avenida Pedro de Castro Van-Dúnem, Loy Bairro Morro Bento (Maxipark), Edifício Teixeira Duarte, nº 387, Luanda |
100.00% |
| COMERCIO DE AUTOMOVEIS (SU), Lda. | Avenida Pedro de Castro Van-Dúnem, Loy Bairro Morro Bento (Maxipark), Edifício Teixeira Duarte, nº 387, Luanda |
100.00% |
| TDA - Comércio e Indústria (SU), Lda. | Avenida Pedro de Castro Van-Dúnem, Loy Bairro Morro Bento (Maxipark), Edifício Teixeira Duarte, nº 387, Luanda |
100.00% |
| OTHER | ||
| INVESTIPART - Participações e Investimentos, S.A. | Avenida Pedro de Castro Van-Dúnem, Loy Bairro Morro Bento (Maxipark), Edifício Teixeira Duarte, nº 387, Luanda |
36.00% |
| ALGERIA | ||
| CONSTRUCTION | ||
| TEIXEIRA DUARTE ALGERIE, SPA | 8 Roeute Ben Aknoun, Rés de Chaussée El Biar - Alger | 99.94% |
| BELGIUM | ||
| CONCESSIONS AND SERVICES | ||
| TDGI, S.A. | Avenue Jean-Monnet, 1, 1348 Louvain-La-Neuve - RPM Bruxelles | 100.00% |
| BRAZIL | ||
| CONSTRUCTION | ||
| EMPA, S.A. - Serviços de Engenharia | AV. das Nações Unidas, 12901, Conj. N-201, sala 07, 2.º andar Torre Norte, Centro Empresarial Nações Unidas, Brooklin São |
100.00% |
| SOMAFEL - Obras Ferroviárias e Marítimas, Ltda. | Paulo, CEP 04578-910 AV. das Nações Unidas, 12901, Conj. N-201, sala 04, 2.º andar Torre Norte, Centro Empresarial Nações Unidas, Brooklin São Paulo, CEP 04578-910 |
67.74% |
| CONCESSIONS AND SERVICES | ||
| PAREDAO de Minas Energia, S.A. | Rua Paraíba, 1000, 12º andar - Parte Bairro Savassi - Belo Horizonte |
100.00% |
| Corporate name GONGOJI Montante Energia, S.A. |
Head office Rua Paraíba, 1000, 12º andar - Parte Bairro Savassi - Belo Horizonte |
% Effective stake 100.00% |
|---|---|---|
| TDGI FACILITIES E MANUTENÇAO DE INSTALAÇÕES LTDA. | AV. das Nações Unidas, 12901, Conj. N-201, sala 05, 2.º andar Torre Norte, Centro Empresarial Nações Unidas, Brooklin São Paulo, CEP 04578-910 |
100.00% |
| REAL ESTATE | ||
| TDPG - Empreendimentos Imobiliários e Hoteleiros, Ltda. | Rua Irene Ramos Gomes de Matteo, nº 97 - Casa 097 Pina - Recife |
100.00% |
| TDSP - Participações, Ltda. | Rua Iguatemi, nº 448, 10º andar Conjunto 1001, sala 01 Itaim Bibi - São Paulo |
100.00% |
| TDSP - Elisa de Moraes Empreendimentos Imobiliários SPE, Ltda. |
Rua Iguatemi, nº 448, 10º andar Conjunto 1001, sala 02 Itaim Bibi - São Paulo |
90.00% |
| TDSP - Bela Vista Empreendimentos Imobiliários SPE, Ltda. | Rua Iguatemi, nº 448, 10º andar Conjunto 1001, sala 06 Itaim Bibi - São Paulo |
92.65% |
| TDSP - Galeno de Castro Empreendimentos Imobiliários SPE, Ltda. |
Rua Iguatemi, nº 448, 10º andar Conjunto 1001, sala 03 Itaim Bibi - São Paulo |
92.65% |
| TDSP - Maratona Empreendimentos Imobiliários SPE, Ltda. | Rua Iguatemi, nº 448, 10º andar Conjunto 1001, sala 08 Itaim Bibi - São Paulo |
92.65% |
| TDSP - Direitos Humanos Empreendimentos Imobiliários SPE, Ltda. |
Rua Iguatemi, nº 448, 10º andar Conjunto 1001, sala 04 Itaim Bibi - São Paulo |
92.65% |
| TDSP - Alta Vista Empreendimentos Imobiliários SPE, Ltda. | Rua Iguatemi, nº 448, 10º andar Conjunto 1001, sala 19 Itaim Bibi - São Paulo |
92.65% |
| TDSP - Verum Mooca Empreendimentos Imobiliários SPE, Ltda. |
Rua Iguatemi, nº 448, 10º andar Conjunto 1001, sala 18 Itaim Bibi - São Paulo |
100.00% |
| TDSP - Gilberto Sabino Empreendimentos Imobiliários, Ltda. | Rua Iguatemi, nº 448, 10º andar Conjunto 1001, sala 05 Itaim Bibi - São Paulo |
100.00% |
| TDSP - Alta Vista II Empreendimentos Imobiliários SPE, Ltda. | Rua Iguatemi, nº 448, 10º andar Conjunto 1001, sala 20 Itaim Bibi - São Paulo |
92.65% |
| TDSP - Gualaxos Empreendimentos Imobiliários SPE, Ltda. | Rua Iguatemi, nº 448, 10º andar Conjunto 1001, sala 07 Itaim Bibi - São Paulo |
100.00% |
| TDSP - Alta Vista III Empreendimentos Imobiliários SPE, Ltda. | Rua Iguatemi, nº 448, 10º andar Conjunto 1001, Itaim Bibi - São Paulo |
92.65% |
| TDSP - Zanzibar Empreendimentos Imobiliários SPE, Ltda. | Rua Iguatemi, nº 448, 10º andar Conjunto 1001, sala 09 Itaim Bibi - São Paulo |
92.50% |
| TDSP - Dionísio da Costa Empreendimentos Imobiliários SPE, Ltda. |
Rua Iguatemi, nº 448, 10º andar Conjunto 1001, sala 10 Itaim Bibi - São Paulo |
92.50% |
| TDSP - Baceunas Empreendimentos Imobiliários SPE, Ltda. | Rua Iguatemi, nº 448, 10º andar Conjunto 1001, sala 11 Itaim Bibi - São Paulo |
100.00% |
| TDSP - Maria de Jesus Empreendimentos Imobiliários SPE, Ltda. |
Rua Iguatemi, nº 448, 10º andar Conjunto 1001, sala 12 Itaim Bibi - San Paulo |
95.00% |
| TDSP - Volta Redonda Empreendimentos Imobiliários SPE, Ltda. |
Rua Iguatemi, nº 448, 10º andar Conjunto 1001, sala 13 Itaim Bibi - São Paulo |
95.00% |
| TDSP - Nilo Empreendimentos Imobiliários SPE, Ltda. | Rua Iguatemi, nº 448, 10º andar Conjunto 1001, sala 14 Itaim Bibi - São Paulo |
100.00% |
| TDSP - Alta Vista IV Empreendimentos Imobiliários SPE, Ltda. | Rua Iguatemi, nº 448, 10º andar Conjunto 1001, sala 15 Itaim Bibi - São Paulo |
92.65% |
| TDSP - Princesa Isabel Empreendimentos Imobiliários SPE, Ltda. |
Rua Iguatemi, nº 448, 10º andar Conjunto 1001, sala 16 Itaim Bibi - São Paulo |
90.00% |
| TDSP - Carolina Ribeiro - Empreendimentos Imobiliários SPE, Ltda. |
Rua Iguatemi, nº 448, 10º andar Conjunto 1001, sala 17 Itaim Bibi - São Paulo |
95.00% |
| TDSP - Furnas Empreendimentos Imobiliários SPE, Ltda. | Rua Iguatemi, nº 448, 10º andar Conjunto 1001, sala 23 Itaim Bibi - São Paulo |
91.00% |
| Ltda. | TDSP - Fernandes Moreira Empreendimentos Includerni, nº 448, 10º andar Conjunto 1001, sala 20 Itaim Bibli - São Paulo |
100.00% |
| TDSP - 20 Empreendimentos Imobiliários SPE, Ltda | Rua Iguatemi, nº 448, 10º andar Conjunto 1001, sala 22 Itaim Bibi | 100.00% |
| Corporate name TDSP - 21 Empreendimentos Imobiliários SPE, Ltda |
Head office Rua Iguatemi, nº 448, 10º andar Conjunto 1001, sala 24 Itaim Bibi - São Paulo |
% Effective stake 100.00% |
|---|---|---|
| TDSP - Costa Junior Empreendimentos Imobiliários SPE, Ltda | Rua Iguatemi, nº 448, 10º andar Conjunto 1001, sala 25 Itaim Bibi - São Paulo |
100.00% |
| OTHER | ||
| EMES - Participações, Ltda. | AV. das Nações Unidas, 12901, Conj. N-201, sala 06, 2.º andar Torre Norte, Centro Empresarial Nações Unidas, Brooklin São |
100.00% |
| COLOMBIA | Paulo, CEP 04578-910 | |
| CONSTRUCTION | ||
| TEIXEIRA DUARTE - Engenharia e Construções (Colômbia) S.A.S. |
Carrera 11 nº 94 - 02 oficina 201, Centro empresarial Manhattan, Bogotá |
100.00% |
| SPAIN | ||
| CONSTRUCTION | ||
| UTE VIANA | Av. Alberto Alcocer, 24 - 7º Madrid | 100.00% |
| CONCESSIONS AND SERVICES | ||
| RECOLTE, Servicios Y Medioambiente, S.A. Sociedade Unipersonal. |
Calle Caleruega 76, piso 1.º, Oficina 1, 28033 Madrid | 100.00% |
| TDGI - Mantenimiento y Servicios Integrales, S.L. | Calle Caleruega 76, piso 1.º, Oficina 1, 28033 Madrid | 100.00% |
| UNITED STATES OF AMERICA | ||
| CONSTRUCTION | ||
| TEIXEIRA DUARTE CONSTRUCTION SERVICES, LLC | 1030 Salem Road, Union, NJ 07083 | 100.00% |
| REAL ESTATE | ||
| TDRE INVESTMENTS, LLC. | 4100 Spring Valley Road, Suite 310, Dallas, Texas 75244 | 100.00% |
| TDRE LEE PARK, LLC. | 4100 Spring Valley Road, Suite 310, Dallas, Texas 75244 | 100.00% |
| TDRE HOOD, LLC. | 4100 Spring Valley Road, Suite 300, Dallas, Texas 75244 | 100.00% |
| GABON | ||
| CONSTRUCTION | ||
| SOMAFEL GABON, SARL Unipersonnelle | Zone Industrielle Owendo, Libreville, Gabon | 100.00% |
| MACAO | ||
| CONSTRUCTION | ||
| TEIXEIRA DUARTE - Engenharia e Construções (Macau), Lda. andar, Macau |
100.00% | |
| MOZAMBIQUE | ||
| CONSTRUCTION | ||
| TEIXEIRA DUARTE - Engenharia e Construções (Moçambique), Av. Július Nyerere, nº 130 Maputo Lda. |
100.00% | |
| CONCESSIONS AND SERVICES | ||
| TDGI - Tecnologia de Gestão de Imóveis, Lda. | Av. Július Nyerere, nº 130 Maputo | 100.00% |
| REAL ESTATE | ||
| IMOPAR - Centro Comercial de Maputo, S.A. | Av. Július Nyerere, nº 130 Maputo | 100.00% |
| MALANGA - Empreendimentos Imobiliários, S.A. | Av. Július Nyerere, nº 4 - R/C Maputo | 99.75% |
Teixeira Duarte | Report and Accounts 2021
| Corporate name | Head office | % Effective stake |
|---|---|---|
| IMOC - Empreendimentos Imobiliários, S.A. | Av. Július Nyerere, nº 130 Maputo | 99.99% |
| HOSPITALITY | ||
| AVENIDA - Empreendimentos Turísticos e Hoteleiros, Lda. | Av. Július Nyerere, nº 627 Maputo | 100.00% |
| SOCIEDADE HOTEL TIVOLI, Lda. | Av. 25 de Setembro, 1321 Maputo | 65.00% |
| TIVOLI BEIRA - Hotelaria e Serviços, Lda. | Av. Július Nyerere, nº 130 Maputo | 100.00% |
| OTHER | ||
| INVESTIMOC, S.A. | Av. Július Nyerere, nº 4 Maputo | 100.00% |
| PERU | ||
| CONSTRUCTION | ||
| TEIXEIRA DUARTE PERU - Ingeniería y Construcciones, Sociedad Anonima Cerrada |
Avenida Arenales, nº 773, Lima | 100.00% |
| VENFZUFI A | ||
| CONSTRUCTION | ||
| CONSORCIO BOYACA - LA GUAIRA | Av. San Juan Bosco, Edifício Centra Altamira Piso 5, Oficina 54, Urb. Altamira, Caracas |
57.20% |
| TEGAVEN - Teixeira Duarte y Asociados, C.A. | Av. Venezuela del Rosal con Calle, Mohedano, Torre JWM, Piso 5, Of. 5-2, Urb El Rosal - Caracas |
100.00% |
During the period ended on 31 December 2021, the company IMOC - Empreendimentos Imobiliários, S.A. entered the consolidation perimeter in relation to the consolidation perimeter as at 31 December 2020 in the Real Estate segment. On the other were exits due to the sale of the companies Vauco - Automóveis e Equipamentos, Lda and Taboquinha Energia S.A. of the Automotive and Concessions, and Services segments, respectively.
The impact of these changes was as follows:
| Assets | |
|---|---|
| Intangible assets (Note 19) | (445) |
| Tangible fixed assets (Note 20) | 1,878 |
| Investment properties (Note 21) | 907 |
| Financial investments in Group companies | 14,094 |
| Deferred tax assets (Note 26) | (14) |
| Inventories (Notes 9 and 10) | (261) |
| Clients | (114) |
| Other credit receivable | 2,967 |
| Cash and cash equivalents | 185 |
| Other current assets | 399 |
| Total assets | 19,596 |
| Liability | |
| Provisions (Note 36) | (447) |
| Deterred tax liabilities (Note 26) | 806 |
| Suppliers | (100) |
| Advance payments from clients | (6) |
| Other accounts payable | (83) |
| Other current liabilities | 275 |
| Total liabilities | 439 |
These divestments resulted in a loss of 674 thousand euros for the Group (Note 13).
During the period ended on 31 December 2021, the Group also dissolved and constituted the following companies:
Other:
The exchange rates used to convert the assets and liabilities expressed in foreign currency to euros as at 31 December 2021 and 2020, as well as the results of operations caried out in countries with a functional currency other than the euro, for the periods ended on 31 December 2021 and 2020, were as follows:
| Closing exchange rate | Mean exchange rate | ||||||
|---|---|---|---|---|---|---|---|
| Currency | 2021 | 2020 | Var | 2021 | 2020 | Var | |
| Venezuelan Bolivar | 5.2116 | 1,225,801.9000 | 5.2116 | 1,225,801.9000 | |||
| Algerian Dinar | 156.4290 | 161.4373 | 3.1% | 159.4681 | 144.6605 | (10.2)% | |
| Kuwaiti Dinar | 0.3422 | 0.3727 | 8.2% | 0.3574 | 0.3506 | (1.9)% | |
| Tunisian Dinar | 3.2507 | 3.3054 | 1.7% | 3.2879 | 3.2001 | (2.7)% | |
| Moroccan Dirham | 10.4751 | 10.9233 | 4.1% | 10.6626 | 10.8314 | 1.6% | |
| US Dollar | 1.1326 | 1.2271 | 7.7% | 1.1851 | 1.1452 | (3.5)% | |
| Cape Verde Escudo | 110.2650 | 110.2650 | 110.2650 | 110.2650 | |||
| CFA Franc BEAC | 655.9570 | 655.9570 | 655.9570 | 655.9570 | |||
| Angolan Kwanza | 635.7510 | 797.1291 | 20.2% | 739.7491 | 655.8875 | (12.8)% | |
| Mozambican Metical | 71.5800 | 91.0500 | 21.4% | 77.4849 | 78.9292 | 1.8% | |
| Peruvian Novo Sol | 4.5136 | 4.4409 | (1.6)% | 4.5878 | 4.0059 | (14.5)% | |
| Macanese Pataca | 9.0983 | 9.7996 | 7.2% | 9.4872 | 9.1516 | (3.7)% | |
| Colombian Peso | 4,604.4800 | 4,189.9300 | (9.9)% | 4.440.0576 | 4,216.3938 | (5.3)% | |
| South African Rand | 18.0625 | 18.0219 | (0.2)% | 17.6253 | 18.6726 | 5.6% | |
| Brazilian Real | 6.3101 | 6.3735 | 1.0% | 6.3782 | 5.8847 | (8.4)% |
The Group organises its activity according to the following business segments:
Sales and services rendered and the results of each of the above operating segments for the periods ended on 31 December 2021 and 2020 were as follows:
| Sales and services rendered | ||||||||
|---|---|---|---|---|---|---|---|---|
| 2021 | 2020 | Operating results | ||||||
| Segment | External clients |
Intersegmental | Total | External clients |
Intersegmental | Total | 2021 | 2020 |
| Construction (Note 31) | 300,880 | 57,826 | 358,706 | 337,766 | 40,402 | 378,168 | (84,426) | 5,394 |
| Concessions and services | 85,144 | 4,750 | 89,894 | 102,171 | 5,701 | 107,872 | (28,968) | 9,397 |
| Real estate | 39,230 | 6,679 | 45,909 | 52,085 | 6,382 | 58,467 | 17,153 | 38,592 |
| Hospitality | 31,498 | 545 | 32,043 | 30,423 | 522 | 30,945 | 3,890 | 4,872 |
| Distribution | 61,660 | රිවිධ | 62,619 | 70,976 | 820 | 71,796 | (1,390) | 1,555 |
| Automotive | 20,824 | 1,070 | 21,894 | 14,945 | 743 | 15,688 | (3,768) | (4,103) |
| Not allocated to segments | (4,903) | (3,321) | ||||||
| Eliminations | (71,829) | (71,829) | (54,570) | (54,570) | 38 | |||
| 539,236 | 539,236 | 608,366 | 608,366 | (102,412) | 52,424 | |||
| Financial expenses and losses (Note 14) | (96,895) | (91,026) | ||||||
| Financial revenue and gains (Note 14) | 64,867 | 49,647 | ||||||
| Results related to investment activities (Note 14) |
(1,103) | 2,139 | ||||||
| Earnings before tax | (135,543) | 13,184 |
Inter-segmental transactions are carried out underms, equivalent to transactions conducted with third parties.
| Fixed capital expenditure | Depreciation and amortisation expenses |
lmpairment of depreciable/amortisable assets and goodwill (losses/reversals) |
Provisions increases/reductions) |
|||||
|---|---|---|---|---|---|---|---|---|
| Segment | 2021 | 2020 | 2021 | 2020 | 2021 | 2020 | 2021 | 2020 |
| Construction | 10.762 | 18.238 | (18,327) | (21,959) | (883) | (114) | 5,583 | (3,140) |
| Concessions and services | 269 | 211 | (2,537) | (3,129) | (28,735) | 407 | રૂદિ | 270 |
| Real estate | 47,847 | 36.627 | (2,450) | (2,453) | (166) | 89 | (258) | |
| Hospitality | 1,584 | 791 | (7,978) | (7,779) | 4 | 33 | ||
| Distribution | 4.575 | 271 | (4,611) | (5,319) | 928 | (2) | 80 | |
| Automotive | 55 | 108 | (7,668) | (5,395) | (3) | 36 | ||
| Not allocated to segments | (194) | (278) | ||||||
| 65,092 | 56.246 | (43,765) | (46,312) | (29,784) | 1,221 | 5,707 | (2,979) |
The assets and liabilities of the segments and the consolidated total, as at 31 December 2021 and 2020, are as follows:
| Assets | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 2021 | 2020 | Liabilities | ||||||||
| Seament | Investments in associates and joint-ventures (Note 23 |
Financial assets at fair value through other comprehensive income (Note 24) |
Other assets | Total | Investments in associates and joint-ventures (Note 23) |
Financial assets at fair value through other comprehensive income (Note 24) |
Other assets | Total (*) | 2021 | 2020 |
| Construction | 2,261 | 793 | ,203,212 | 1,206,266 | 2,546 | 574 | 1,155,078 | 1,158,198 | 887,164 | 916,499 |
| Concessions and services | 3.000 | 177 | 89,515 | 92,692 | 2,623 | 132 | 107,540 | 110,295 | 52,032 | 44,015 |
| Real estate | 3.647 | 725 | 1,311,594 | 1,315,966 | 3.695 | 642 | 1,058,002 | 1,062,339 | 636,790 | 516.055 |
| Hospitality | 25 | 264,061 | 264,090 | 22 | 232,443 | 232,465 | 81,187 | 69,982 | ||
| Distribution | 19 | 195,202 | 195,221 | 15 | 165,949 | 165,964 | 81,004 | 67,458 | ||
| Automotive | 0 | 212,157 | 212,166 | 180,248 | 180,255 | 72,916 | 54,869 | |||
| Not allocated to segments | 9.701 | ,628,214 | 1,637,915 | 9.999 | 10,256 | 1,511,965 | 1,532,220 | 820,312 | 808,705 | |
| Eliminations | (3,276,611) | (3,276,611) | (2,842,093) | (2,842,093) | (1.172.905) | (1,116,205) | ||||
| 8,908 | 11.453 | 1,627,344 | 1,647,705 | 18,863 | 11.648 | 1,569,132 | 1,599,643 | 1,458,500 | 1,361,378 |
(*) The item "Other Assets" was restated between segments in the period ended on 31 December 2020 in order the comparability of values between periods.
Sales and services rendered and information about non-monetary assets, by geographic segment, had the following composition in the periods ended on 31 December 2021 and 2020:
| Sales and services rendered | Non-monetary non-current assets |
||||
|---|---|---|---|---|---|
| Geographic segment | 2021 | 2020 | 2021 | 2020 | |
| Portugal | 196,814 | 188,025 | 283,051 | 264,440 | |
| Angola | 130,564 | 134.875 | 465,850 | 381,344 | |
| Algeria a) | (53,258) | 71.113 | 1,058 | 4,967 | |
| Brazi | 156,014 | 125,269 | 14.681 | 18,642 | |
| Spain | 13.981 | 29.499 | 5,439 | 6,050 | |
| Mozambique | 26,286 | 15,648 | 33,294 | 25,389 | |
| Venezuela | 9,280 | 13.074 | 966 | 31,822 | |
| Other markets | 59.555 | 30.863 | 2,702 | 2,811 | |
| 539,236 | 608,366 | 807,041 | 735.465 |
a) The sales and provision of services registered in Algeria were impacted by the six works in Algeria, through the derecognition of increases in income from these six contracts, with a negative impact of 73,123 thousand euros on sales and provision of services.
Non-current non-monetary assets include the items of goodwill, intangible assets, property, plant and equipment, right of use and investment properties.
Operating revenue was as follows in the periods ended on 31 December 2021 and 2020:
| 2021 | 2020 | |
|---|---|---|
| Sales and services rendered | 539,236 | 608.366 |
| Other operating income: | ||
| Change in fair value of investment properties (Note 21) | 71,294 | 68,826 |
| Exchange rate differences | 4,522 | 18.130 |
| Supplementary income | 4,107 | 6,157 |
| Sales of assets a) | 4,010 | 7,164 |
| Works for own company b) | 1,463 | 1,877 |
| Indemnity | 665 | 1.134 |
| Corrections related to prior financial years | 568 | 353 |
| Tax refund | 551 | 1,587 |
| Other operating income c) | 11,038 | 8,972 |
| 98,218 | 114.200 | |
| 637 454 | 722 566 |
a) In the period ended on 31 December 2021, the indicated income was obtained from the sale of property, plant and equipment of the value of 3.722 thousand euros (7,162 thousand euros in the period ended on 31 December 2020), with the sale of investment properties of 58 thousand euros and the sale of intangible assets of 230 thousand euros (Note 21).
The period ended on 31 December 2020 also includes the sale of the company "Lagoasfut - Equipamento Recreativo, S.A.", with a gain of 2 thousand euros having been recorded.
In the period ended on 31 December 2020, this item includes the value of 2,760 thousand euros of income received for the fulfiment of contractual requirements (earn out) entered into at the sale of the subsidiary "Lagoas Park, S.A.".
Net exchange rate differences posted for the periods ended on 31 December 2021 and 2020 are due to payments and revenues, as well as to exchange rate updates to balances, recorded based on currencies other than the euro.
During the periods ended on 31 December 2021 and 2020, the costs of sales were calculated as follows:
| Raw materials | |||
|---|---|---|---|
| and consumables |
Goods | Total | |
| Gross assets: | |||
| Balance as at 31 December 2019 | 13,326 | 45,290 | 58,616 |
| Cost of the period | (81,336) | (101,118) | (182,454) |
| Purchases | 83,042 | 106,197 | 189,239 |
| Currency conversion adjustments | (3,487) | (17,458) | (20,945) |
| Balance as at 31 December 2020 | 11,545 | 32,911 | 44,456 |
| Cost of the period | (98,675) | (79,155) | (177,830) |
| Purchases | 99,117 | 115,458 | 214,575 |
| Currency conversion adjustments | (200) | 5,418 | 5,218 |
| Perimeter variation (Note 5) | (264) | (264) | |
| Balance as at 31 December 2021 | 11,787 | 74,368 | 86,155 |
| Accumulated impairment losses in inventories: | |||
| Balance as at 31 December 2019 | 1,006 | 2,788 | 3,794 |
| Reinforcements | 83 | 429 | 512 |
| Reductions | (13) | (105) | (118) |
| Currency conversion adjustments | (110) | (928) | (1,038) |
| Balance as at 31 December 2020 | 966 | 2,184 | 3,150 |
| Reinforcements | 209 | 492 | 701 |
| Reductions | (69) | (341) | (410) |
| Settlements | (1,218) | (1,218) | |
| Currency conversion adjustments | 55 | 555 | 610 |
| Balance as at 31 December 2021 | 1,161 | 1,672 | 2,832 |
| Net value as at 31 December 2020 | 10,579 | 30,727 | 41,306 |
| Net value as at 31 December 2021 | 10,626 | 72,696 | 83,322 |
The statement of change in production that occurred in the periods ended on 31 December 2021 and 2020 is as follows:
| Ongoing products and works |
Finished and intermediate products |
Total | |
|---|---|---|---|
| Gross assets: | |||
| Balance as at 31 December 2019 | 155,439 | 2,877 | 158,316 |
| Variation of Production | 1,368 | (81) | 1,287 |
| Settlements | (15,316) | (125) | (15,441) |
| Currency conversion adjustments | (10,536) | (10,536) | |
| Balance as at 31 December 2020 | 130,955 | 2,671 | 133,626 |
| Variation of Production | 5,319 | (365) | 4,954 |
| Settlements | 3,436 | (22) | 3,414 |
| Currency conversion adjustments | 888 | 888 | |
| Perimeter variation (Note 5) | 3 | 3 | |
| Balance as at 31 December 2021 | 140,598 | 2,287 | 142,885 |
| Accumulated impairment losses in inventories: | |||
| Balance as at 31 December 2019 | 11,028 | 11,028 | |
| Reinforcements | 2,396 | 196 | 2,592 |
| Reductions | (10,000) | (10,000) | |
| Currency conversion adjustments | (106) | (106) | |
| Balance as at 31 December 2020 | 3.318 | 196 | 3,514 |
| Reinforcements | 1 | 4 | 5 |
| Reductions | (46) | (5) | (51) |
| Uses | (1,985) | (1,985) | |
| Currency conversion adjustments | 1 | 1 | |
| Balance as at 31 December 2021 | 1,289 | 195 | 1,484 |
| Net value as at 31 December 2020 | 127,638 | 2,475 | 130,113 |
| Net value as at 31 December 2021 | 139,309 | 2,092 | 141,401 |
| 2021 | 2020 | |
|---|---|---|
| Raw materials and consumables | 10,626 | 10.579 |
| Goods | 72.696 | 30.727 |
| Ongoing products and works | 139.309 | 127.638 |
| Finished and intermediate products | 2.092 | 2,475 |
| 224.723 | 171.419 |
As at 31 December 2021 and 2020, the real estate developments, shown under products and work in progress, are being developed by the following entities:
| 2021 | 2020 | |
|---|---|---|
| TD VIA - Sociedade Imobiliária, S.A. | 47,667 | 44,173 |
| V8 - Gestão Imobiliária, S.A. | 19.793 | 16,534 |
| QUINTA DE CRAVEL - Imobiliária, S.A. | 14.912 | 16,301 |
| TDSP - Nilo Empreendimentos Imobiliários SPE, Ltda. | 13.180 | 7,971 |
| TDSP - Carolina Ribeiro - Empreendimentos Imobiliários SPE, Ltda. | 9,170 | 5,545 |
| TDSP - Costa Junior Empreend Imobiliários SPE, Ltda. | 8,113 | |
| TDSP - Furnas Empreendimentos Imobiliários SPE, Ltda. | 7,943 | 6,415 |
| TDSP - Princesa Isabel Empreendimentos Imobiliários SPE, Ltda. | 5,397 | 4,417 |
| TDSP - Fernandes Moreira Empreend Imobiliários SPE, Ltda. | 4,974 | 6 |
| TDSP - Alta Vista III Empreendimentos Imobiliários SPE, Ltda. | 3,444 | 1,362 |
| TDSP - Bela Vista Empreendimentos Imobiliários, Ltda. | 2,093 | 2,026 |
| TEIXEIRA DUARTE - Gestão de Participações e Investimentos Imobiliários, S.A. | 1,433 | 1,433 |
| TDPG - Empreendimentos Imobiliários e Hoteleiros, Ltda. | 587 | 581 |
| TDSP - Maria de Jesus Empreendimentos Imobiliários SPE, Ltda. | 395 | 11,923 |
| TDRE LEE PARK, LLC. | 4,189 | |
| TDSP - Galeno de Castro Empreendimentos Imobiliários SPE, Ltda. | 3,138 | |
| TDSP - Baceunas Empreendimentos Imobiliários SPE, Ltda. | 967 | |
| TEIXEIRA DUARTE REAL ESTATE, S.A. | 368 | |
| Other | 206 | 289 |
| 139,309 | 127,638 |
As at 31 December 2021 and 2020, the following inventories were pledged as collateral for liabilities:
| Geography | 2021 | 2020 |
|---|---|---|
| Portugal | Mortgage of 9 Lots Santa Marinha Design District Development |
Mortgage of 10 Lots Santa Marinha Design District Development |
| Portugal | Mortgage of 7 Lots Mafamude | Mortgage of 9 Lots Mafamude |
| Portugal | Mortgage of the Magnolia Development | Mortgage of the Magnolia and Coina Development |
| Portugal | Mortage of Vale Fiqueira | Mortage of Vale Fiqueira |
| Portugal | Mortgage of Lezíria Park 2, Villa Rio, Jardins da Póvoa and Póvoa Logistics Park |
Mortgage of Lezíria Park 2, Villa Rio, Jardins da Póvoa and Póvoa Logistics Park |
| Brazi | Condomínio Loomi Paulista Real Estate Development - São Paulo / Brazil (96 Independent Units) |
Condomínio Loomi Paulista Real Estate Development - São Paulo / Brazil (96 Independent Units) |
| Brazi | Condomínio Loomi Klabin real estate development - São Paulo / Brazil (60 Independent Units) |
Condomínio Loomi Klabin real estate development - São Paulo / Brazil (60 Independent Units) |
| Brazi | Real Estate Development Condominium Reserva Alta Vista - São Paulo / Brazil (204 Independent Units) |
|
| Brazi | Real Estate Development Condominium Verissimo Mooca - São Paulo / Brazil (42 Independent Units) |
|
| Brazi | Quartier Brooklin Condominium Real Estate Development - São Paulo / Brazil (108 Independent Units) |
External supplies and services are detailed as follows for the periods ended on 31 December 2021 and 2020:
| 2021 | 2020 | |
|---|---|---|
| Subcontracts | 84.736 | 78.059 |
| Specialised services | 25.446 | 20.875 |
| Hire and rental charges | 21,674 | 16,935 |
| Maintenance and repair | 9,040 | 14.496 |
| Fuel | 5,851 | 4,925 |
| Transport of goods | 4,979 | 5.579 |
| Surveillance and security | 4,256 | 2,219 |
| Travel and accommodation | 3,840 | 3,627 |
| Transportation of people | 3,177 | 1,363 |
| Electricity | 3.139 | 3.156 |
| Advertising | 1.954 | 1,548 |
| Fees | 1.198 | 2.606 |
| Other | 49.995 | 50,781 |
| 219,285 | 206,169 |
The average number of employees in the periods ended on 31 December 2021 and 2020, by operating segment, was as follows:
| 2021 | 2020 | |
|---|---|---|
| Construction | 5.440 | 4,792 |
| Concessions and services | 1.532 | 1,698 |
| Real estate | 202 | 204 |
| Hospitality | 985 | 1,013 |
| Distribution | 1.039 | 1.233 |
| Automotive | 269 | 328 |
| Not allocated to segments | 10 | 9 |
| 9.477 | 9.277 | |
The item "Staff expenses", for the years ended on 31 December 2021 and 2020, is broken down as follows:
| 2021 | 2020 | |
|---|---|---|
| Normal remunerations | 88.208 | 85,980 |
| Other remunerations | 45.536 | 40,306 |
| Charges with remunerations | 24,897 | 23,893 |
| Insurance | 2,881 | 1,348 |
| Other staff costs | 14.284 | 15,588 |
| 175,806 | 167,115 |
Other operating expenses for the periods ended on 31 December 2021 and 2020 were as follows:
| 2021 | 2020 | |
|---|---|---|
| Change in fair value of investment properties (Note 21) | 62,839 | 35,851 |
| Taxes | 4,376 | 8,773 |
| Corrections related to prior financial years | 1,441 | 511 |
| Losses incurred in asset divestment (a) | 882 | 5,243 |
| Uncollectable debts | 378 | 101 |
| l oss of inventories | 347 | 110 |
| Other operating expenses b) | 10.344 | 15,918 |
| 80,607 | 66,507 |
The financial results for the periods ended on 31 December 2021 and 2020 were as follows:
| 2021 | 2020 | |
|---|---|---|
| Financial expenses and losses: | ||
| Interest paid | (20,024) | (23,198) |
| Unfavourable exchange rate differences a) | (62,389) | (50,181) |
| Other financial expenses and losses | (14,482) | (17,647) |
| (96,895) | (91,026) | |
| Financial income and gains: | ||
| Interest earned | 1,981 | 3,247 |
| Favourable exchange rate differences a) | 62,052 | 44,575 |
| Other financial income and gains | 834 | 1,825 |
| 64,867 | 49,647 | |
| Earnings from investment activities: | ||
| Earnings from associates and joint-ventures b) | 116 | 576 |
| Dividends c) | 3,071 | 1,795 |
| Other investments d) | (4,290) | (232) |
| (1,103) | 2,139 | |
| Financial results | (33,131) | (39,240) |
In the periods ended on 31 December 2021 and 2020, no interest was capitalised in the acquisition cost of qualifying assets.
TD,SA is the parent company of a group of companies taxed under the Special Taxation Regime for Corporate Groups (RETGS), which covers all companies in which it directly holds at least 75% of the respective share capital, provided that the stake in question gives it more than 50% of voting rights and, at the same time, its head offices and effective management are in Portugal and it is taxed under the general Corporate Income Tax ("IRC") regime.
The remaining subsidiaries, not covered by the RETGS, are taxed individually based on their respective taxable bases and at the applicable corporate income tax, municipal surcharge and state surcharge rates.
TD,SA and most of its subsidiaries with head office in Portugal are subject to corporate income tax, at the taxable amount. Entities with taxable profit are also subject to the Municipal Surcharge, whose rate may vary to the maximum of 1.5%, as the State Surcharge, incident on taxable profit in excess of 1,500 and 35,000 thousand euros, at the rates of 3%, 5%, and 9%, respectively.
These entities are also subject to regional taxation, at the rates and expenses established in Article 88 of the Corporate Income Tax Code.
Pursuant to the Corporate Income Tax Code, tax losses can be caried of 5 (five) years for losses ocurred during the tax period of 2017 onwards, and may be deducted from the taxable gains subsequently earned. This deduction is limited to 70% of the taxable gains earned during the tax period in which it is made.
The Supplementary State Budget Law for 2020 amended the rules for carrying forward and deducting the aforementioned tax losses, under the following terms:
In accordance with the legislation in force, tax returns in Portugal are subject to review and correction by the tax authorities for a period of four years, unless tax losses have been deducted or inspections, claims or appeals, in which cases, depending on the circumstances, this period may be increased or suspended.
The review period of tax returns of entities with a presence in other countries varies between three and six years.
The Board of Directors believes that any corrections resulting from tax reviews/inspections will have no significant effect on the consolidated financial statements reported as at 31 December 2021.
The item "Income tax for the period" represents the sum of current tax, the latter being the recognition of temporary differences between accounting and tax results, as provided for in IAS 12 - Income Taxes (Note 26).
Current income tax is calculated based on the taxable result determined by each Company that is part of the Group, and may also be levied on autonomous tax facts occurring in the case of partial taxes on income or on turnover, according to with the tax rules in force in each jurisdiction in which the Group is present.
Deferred tax assets and liabilities are calculated and assessed annually using the taxation rates which are in force or announced to be in force on the expected date of the reversal of the temporary differences.
Deferred taxes assets are recognised only when there are reasonable expectations of sufficient future taxable profits for their use, or in situations where there are temporary differences for taxation purposes which compensate the deductible temporary differences in the period of their reversal. Deferred tax assets and liabilities are calculated and assessed periodically using the tax rates expected to be in force when the timing differences reverse.
Deferred taxes are recorded as expense or income for the period, unless they related to temporary differences posted under equity, in which case the deferred tax is recorded under the same item.
At the end of each period, deferred taxes are reviewed and reduced whenever their future use is no longer likely.
The following income tax was recognised in the periods ended on 31 December 2021 and 2020:
| 2021 | 2020 | |
|---|---|---|
| Current tax: | ||
| Income tax in Portugal | (6,610) | (8,247) |
| Income tax in other jurisdictions | (8,719) | (12,462) |
| Current tax | (15,329) | (20,709) |
| Deferred tax (Note 26): | 33,250 | 10.476 |
| 17,921 | (10,233) |
In addition to the deferred taxes recorded directly in the income statement, deferred taxes were recorded directly in equity in the period ended on 31 December 2021 ((18,682) thousand euros as at 31 December 2020) (Note 26).
As at 31 December 2021 and 2020 the conciliation between the nominal and effective income tax rate can be presented as follows:
| 2021 | 2020 | |||
|---|---|---|---|---|
| Yield % | Tax | Yield % | Tax | |
| Profit/(loss) before taxation | (135,543) | 13,184 | ||
| Nominal rate and tax on income | 21.0% | (5,155) | (21.0)% | (2,769) |
| Tax rate differential from other countries | 6.5% | (8,770) | (101.8)% | (13,425) |
| Earnings from associated companies and joint ventures (equity method) | (0.0)% | 28 | 0.9% | 121 |
| Tax losses generated in the year for which deferred tax assets were not recognised | (1.0)% | 1,360 | 22.3% | 2,942 |
| Difference between capital gains and losses for tax and accounting purposes | (0.0)% | 55 | 1.5% | 193 |
| Expenses not accepted for tax purposes | (3.1)% | 4,151 | (30.3)% | (3,999) |
| Autonomous taxation | 0.6% | (802) | (3.4)% | (454) |
| Municipal tax | 0.6% | (844) | (2.5)% | (333) |
| Differences in estimates | (0.2)% | 242 | (28.3)% | (3,728) |
| Other tax components | 4.1% | (5,593) | 5.6% | 743 |
| Deferred tax for the year | (24.5)% | 33,250 | 79.5% | 10,476 |
| Effective rate and income tax | (13.2)% | 17,921 | (77.6)% | (10,233) |
The earnings per share for the periods ended on 31 December 2021 and 2020 were calculated taking into account the following values:
| 2021 | 2020 | |
|---|---|---|
| Profit to estimate the earnings per basic share (net income of the period) | (119.140) | 3,558 |
| Weighted average number of shares for the effect of calculating earnings per basic share (thousand) |
420.000 | 420.000 |
| Earnings per basic share | (0.28) | 0.01 |
Due to the fact that during the periods ended on 31 December 2021 and 2020 there were no dilutive effects of earnings per share, the diluted earnings per share is equal to the basic earnings per share.
At the General Meeting of Shareholders held on 24 May 2021, it was decided not to distribute dividends, taking into account the Company's separate financial statements as at 31 December 2020.
No dividends were distributed for the year ended on 31 December 2020, relative to the period of 2019.
During the periods ended on 31 December 2021 and 2020, the movements occurring in the values of Goodwill, determined upon the acquisition of subsidiary companies, as well as in the respective accumulated impairment losses, were as follows:
| 2021 | 2020 | |
|---|---|---|
| Gross assets: | ||
| Opening balance | 27.458 | 27.469 |
| Currency conversion adjustments | 45 | (11) |
| Closing balance: | 27,503 | 27.458 |
| Accumulated impairment losses | (15,255) | (15,255) |
| Net assets: | 12.248 | 12,203 |
The values of the Goodwill as at 31 December 2021 and 2020 refer to the following entities:
| Participated company | Operating segment | 2021 | 2020 |
|---|---|---|---|
| EPOS - Empresa Portuguesa de Obras Subterrâneas, SA | Construction | 12.107 | 12,107 |
| AUTO COMPETIÇAO ANGOLA (SU), Lda. | Automotive | 141 | 96 |
| 12.248 | 12.203 |
The goodwill relative to the associated companies and joint-ventures is an integral part of the corresponding investments.
The values of Goodwill are tested annually for impairment or whenever there are indications that they might be impaired.
The recoverable amount of the cash-generating units to which Goodwill is allocated is determined based on the use value, which uses cash flow forecasts based on the latest financial forecasts approved by the respective Boards of Directors over a period of five years, discounted by the discount rates shown in the table below, which were caculated based on the weighted average cost of capital (WAC), adjusted for risks, specific to the market in which each unit is placed. Cash flows beyond this five-year period were forecast using the rates specified in the same table. These rates do not exceed the average long-term growth for the markets in which those cash generating units are allocated.
The Boards of Directors believe that any reasonably possible change in the recoverable amount is based would not cause the book value of these cash-generating units to exceed its recoverable amount.
Thus, the main assumptions considered in determining the value in use of goodwill are as follows:
| 2021 | 2020 | |||||
|---|---|---|---|---|---|---|
| Participated company | Book value of the goodwill |
Discount rate |
Perpetuity growth rate |
Book value of the goodwill |
Discount rate |
Perpetuity growth rate |
| EPOS - Empresa Portuguesa de Obras Subterrâneas, S.A. |
12.107 | 8.1% | 1.00% | 12,107 | 5.3% | 1.00% |
| Auto Competição Angola, Lda. | 141 | 15.8% | 1.00% | 96 | 15.8% | 1.00% |
| 17 218 | 10 203 |
During the periods ended on 31 December 2021 and 2020, the movements in intangible assets, as well as in the respective accumulated amortisation and impairment losses, were as follows:
| Intangible | |||||
|---|---|---|---|---|---|
| Industrial property |
Other | assets underway |
Advances on account |
Total | |
| Gross assets: | |||||
| Balance as at 31 December 2019 | 75,555 | 58 | 3,337 | 647 | 79,597 |
| Acquisitions | 2,798 | 222 | 434 | 3,454 | |
| Disposals | (1,469) | (1,469) | |||
| Transfers and write-offs | 21 | (21) | |||
| Currency conversion adjustments | (4,049) | (4) | (734) | (4,787) | |
| Balance as at 31 December 2020 | 72,856 | 54 | 2,804 | 1,081 | 76,795 |
| Acquisitions | 1,681 | 2,839 | 4,519 | ||
| Disposals | (248) | (248) | |||
| Transfers and write-offs | 501 | (137) | (936) | (572) | |
| Currency conversion adjustments | 1,198 | 6 | 13 | 319 | 1,537 |
| Perimeter variation (Note 5) | (445) | (445) | |||
| Balance as at 31 December 2021 | 75,988 | 60 | 2,235 | 3,303 | 81,586 |
| Accumulated amortisation and impairment losses: | |||||
| Balance as at 31 December 2019 | 19,272 | 58 | 19,330 | ||
| Reinforcements | 3,297 | 3,297 | |||
| Disposals | (359) | (359) | |||
| Currency conversion adjustments | (1,578) | (4) | (1,582) | ||
| Balance as at 31 December 2020 | 20,632 | 54 | 20,686 | ||
| Reinforcements a) | 31,657 | 31,657 | |||
| Disposals | (113) | (113) | |||
| Transfers and write-offs | (377) | (377) | |||
| Reductions | (592) | (592) | |||
| Currency conversion adjustments | 1,128 | 5 | 1,133 | ||
| Balance as at 31 December 2021 | 52,335 | 59 | 52,394 | ||
| Net value: | |||||
| As at 31 December 2020 | 52,224 | 2,804 | 1,081 | 56,109 | |
| As at 31 December 2021 | 23,653 | 1 | 2,235 | 3,303 | 29,192 |
a) Following the decision taken by the Venezuelan public company BOLIPUERTOS, S.A. to terminate the Strategic Alliance for Port Operation and Management of the Specialised Container Terminal of the Port of La Guaira, signed with Teixeira Duarte - Engenharia e Construções, S.A., derecognition was carried out accounting for the operation of the operation of the port of La Guaira, which resulted in a reduction in Intangible Assets of 28,947 thousand euros.
As at 31 December 2021 the item "Industrial property" presented the value of 12,049 thousand euros refering to surface rights (45,376 thousand euros as at 31 December 2020).
During the periods ended on 31 December 2021 and 2020, the movements in tangible fixed assets, as well as in the respective accumulated depreciation and impairment losses, were as follows:
| natura resources |
Land and Buildings and other constructions |
equipment | Basic Transportation Administrative equipment: |
equipment | Other tangible fixed assets |
Tangible fixed assets in progress |
Advances on account of tangible fixed assets |
Total | |
|---|---|---|---|---|---|---|---|---|---|
| Gross assets: | |||||||||
| Balance as at 31 December 2019 | 18,437 | 797,926 | 351,435 | 61,519 | 25,715 | 9,104 | 3,405 | 74 | 1,267,615 |
| Acquisitions | 3 | 727 | 13,623 | 1,045 | 731 | 832 | 869 | 17,830 | |
| Revaluations | 180,628 | 180,628 | |||||||
| Disposals | (54) | (3,611) | (24,378) | (14,292) | (2,980) | (2,292) | (47,607) | ||
| Transfers and write-offs | (3,061) | (3,399) | (3,817) | (1,224) | (2,974) | (2,703) | (888) | (15) | (18,081) |
| Currency conversion adjustments | (2,349) | (219,592) | (25,255) | (10,059) | (4,352) | (1,349) | (839) | (8) | (263,803) |
| Balance as at 31 December 2020 | 12,976 | 752,679 | 311,608 | 36,989 | 16,140 | 3,592 | 2,547 | 51 | 1,136,582 |
| Acquisitions | 2,195 | 8,850 | 962 | 1,012 | 137 | 1,067 | 14,223 | ||
| Disposals | (135) | (13,290) | (1,587) | (215) | (8) | (15,235) | |||
| Transfers and write-offs | (1,199) | 5,340 | 417 | (216) | (1,091) | (921) | (1,335) | (13) | 982 |
| Currency conversion adjustments | 1,377 | 137,511 | 16,013 | 5,089 | 3,485 | 1,834 | 463 | 5 | 165,777 |
| Perimeter variation (Note 5) | 1,158 | 778 | (119) | (90) | (38) | (12) | 1,676 | ||
| Balance as at 31 December 2021 | 14,312 | 898,368 | 323,479 | 41,147 | 19,292 | 4,622 | 2,742 | 43 | 1,304,005 |
| Depreciation and losses due to accumulated impairment: |
|||||||||
| Balance as at 31 December 2019 | 400,553 | 308,028 | 50,430 | 23,154 | 5,674 | 787,839 | |||
| Reinforcements | 15,221 | 14,196 | 2,386 | 825 | 444 | 33,072 | |||
| Revaluations | 105,971 | 105,971 | |||||||
| Disposals | (1,247) | (19,128) | (10,912) | (2,871) | (1,928) | (36,086) | |||
| Transfers and write-offs | (3,056) | (3,120) | (976) | (2,866) | (2,117) | (12,135) | |||
| Currency conversion adjustments | (111,917) | (17,450) | (8,305) | (3,632) | (259) | (141,563) | |||
| Balance as at 31 December 2020 | 405,525 | 282,526 | 32,623 | 14,610 | 1,814 | 737,098 | |||
| Reinforcements | 20,820 | 12,630 | 1,840 | 793 | 721 | 36,804 | |||
| Reductions | (16) | (101) | (14) | (81) | (212) | ||||
| Disposals | (За) | (11,851) | (1,204) | (178) | (8) | (13,280) | |||
| Transfers and write-offs | (1,258) | (642) | (Gae) | (594) | (345) | (3,835) | |||
| Currency conversion adjustments | 64,632 | 13,806 | 2,608 | 2,691 | 342 | 84,079 | |||
| Perimeter variation (Note 5) | 21 | (100) | (82) | (34) | (7) | (202) | |||
| Balance as at 31 December 2021 | 489,701 | 296,353 | 34,688 | 17,274 | 2,436 | 840,452 | |||
| Net value: | |||||||||
| As at 31 December 2020 | 12,976 | 347,154 | 29,082 | 4,366 | 1,530 | 1,778 | 2,547 | 51 | 399,484 |
| As at 31 December 2021 | 14,312 | 408,667 | 27,126 | 6,459 | 2,018 | 2,186 | 2,742 | 43 | 463,553 |
According to IAS 16, after initial recognition, tangible fixed assets can be measured in accordance with two models:
Cost model;
Revaluation model
As at 31 December 2021 and 2020, the Group adopted the revaluation model for the restricted set of property, plant and equipment, and no valuations were made in the period of 2021.
Revaluations should be carried out sufficiently to ensure that the carrying amount does not materially differ from the corresponding fair value at the reporting date (IAS 16:31).
| 2020 | |||||||
|---|---|---|---|---|---|---|---|
| Tangible Fixed Assets | Gross assets | Accumulated depreciation |
Net value | Evaluation value |
Impact on revaluation |
Deferred taxes | Impact of net revaluation |
| Hotels | |||||||
| Portugal | 17,251 | (11,549) | 5,702 | 6,044 | 342 | (72) | 270 |
| Angola | 239,997 | (146,957) | 93,040 | 132,967 | 39,927 | (9,982) | 29,945 |
| Mozambique | 23,148 | (8,336) | 14,812 | 17,548 | 2,736 | (876) | 1,860 |
| 280,396 | (166,842) | 113,554 | 156,559 | 43,005 | (10,930) | 32,075 | |
| Stores in the Distribution sector | |||||||
| Angola | 101,584 | (27,872) | 73,712 | 89,499 | 15,787 | (3,947) | 11,840 |
| 101,584 | (27,872) | 73,712 | 89,499 | 15,787 | (3,947) | 11,840 | |
| Stores in the Automotive sector | |||||||
| Angola | 89,062 | (41,738) | 47,324 | 63,189 | 15,865 | (3,966) | 11,899 |
| 89,062 | (41,738) | 47,324 | 63,189 | 15,865 | (3,966) | 11,899 | |
| 471,042 | (236,452) | 234,590 | 309,247 | 74,657 | (18,843) | 55,814 |
As at 31 December 2020, the impact of the revaluation of these tangible fixed assets was as follows:
Acquisitions made in property, plant and equipment in the period ended on 31 December 2021 essentially refer to equipment.
As at 31 December 2021, the amount of property, plant and equipment in progress essentially refers to buildings and other ongoing construction and equipment.
During the periods ended on 31 December 2021 and 2020, the movement in investment properties was as follows:
| 2021 | 2020 | |
|---|---|---|
| Opening balance | 234,235 | 208,478 |
| Increases / divestments | 11,898 | 21,282 |
| Change in fair value (Note 8 and 13) | 8,455 | 32,975 |
| Currency conversion adjustments | 15,813 | (28,500) |
| Perimeter variation (Note 5) | 907 | |
| Closing balance | 271.308 | 234.235 |
During the periods ended on 31 December 2021 and 2020, the fair value of investment properties by geographic area changed as follows:
| 2021 | 2020 | |
|---|---|---|
| Portugal | 18,616 | 18,838 |
| Angola | (9,552) | 14,238 |
| Mozambique | (609) | (101) |
| 8.455 | 32,975 |
Income from investment property amounted to 2,735 thousand euros for the period ended on 31 December 2021 (2,913 thousand euros as at 31 December 2020). Direct operating expenses for investment properties for the period ended on 31 December 2021 amounted to 1,034 thousand euros (1,269 thousand euros as at 31 December 2020).
The fair value of each investment property in operiodically determined by means of valuations performed by specialised independent entities, in accordance with valuation methodologies generally accepted in the real estate market, specifically the comparative market income or replacement cost methods, depending on the specific situations of each property.
The main assumptions and methods inherent to the assessment of support for the investment properties were as follows:
Yield: - Portugal between 4% and 10%;
Average of the comparative method and income multiples method;
Average of the comparative method and cost.
IAS 40 - Investment property ("IAS 40") does not require the determination fair value of investment properties on the basis of a valuation made by an independent valuator. As at 31 December 2021 and 2020, all investment properties were appraised by independent appraisers with relevant and recognised professional qualifications, as well as recent experience in the category of valued investment property.
These valuators have applied methods currently used in this market, based on the income method, replacement cost method or market price comparisons, according to the specific situations of each property. Considering that the income method was used, but also taking into account the other methods used to assess the results achieved through this method. According to this method, the current contracts in the current circumstances were used and, at the end of the period of those contracts, a yield adapted to each of the properties was used.
During the periods ended on 31 December 2021 and 2020, the following movements occurred under the item "rights of use" due to the application of IFRS 16:
| Buildings and | ||||||
|---|---|---|---|---|---|---|
| other constructions |
Basic equipment |
Transportation equipment: |
Administrative equipment |
Other | Total | |
| Gross assets: | ||||||
| Balance as at 1 January 2020 | 43,979 | 15,068 | 3,503 | 7 | 192 | 62,749 |
| Acquisitions | 1,569 | 377 | 694 | 726 | 3,366 | |
| Disposals | (221) | (1,291) | (192) | (1,704) | ||
| Transfers and write-offs | (2,713) | (189) | (408) | (3,310) | ||
| Currency conversion adjustments | (2,593) | (678) | (161) | (3,432) | ||
| Balance as at 31 December 2020 | 40,242 | 14,357 | 2,337 | 733 | 57,669 | |
| Acquisitions | 972 | 1,701 | 439 | 3,112 | ||
| Transfers and write-offs | (3,578) | (10,893) | (223) | (14,694) | ||
| Currency conversion adjustments | 1,104 | 35 | 2 | 1,141 | ||
| Balance as at 31 December 2021 | 38,740 | 5,200 | 2,555 | 733 | 47,228 | |
| Depreciation and losses due to accumulated | ||||||
| Balance as at 1 January 2020 | 7,887 | 12,018 | 1,172 | 1 | 68 | 21,146 |
| Reinforcements | 5,778 | 2,349 | 481 | 114 | 8,722 | |
| Disposals | (37) | (236) | (68) | (341) | ||
| Transfers and write-offs | (3,039) | (187) | (421) | (3,647) | ||
| Currency conversion adjustments | (951) | (543) | (151) | (1,645) | ||
| Balance as at 31 December 2020 | 9,675 | 13,600 | 845 | 115 | 24,235 | |
| Reinforcements | 4,559 | 723 | 416 | 194 | 5,892 | |
| Transfers and write-offs | (2,115) | (11,781) | (218) | (14,114) | ||
| Currency conversion adjustments | 434 | 39 | 2 | 475 | ||
| Balance as at 31 December 2021 | 12,553 | 2,581 | 1,045 | 309 | 16,488 | |
| Net value: | ||||||
| As at 31 December 2020 | 30,567 | 757 | 1,492 | 618 | 33,434 | |
| As at 31 December 2021 | 26,187 | 2,619 | 1,510 | 424 | 30,740 |
The following associated companies and joint ventures were recorded by the equity method as at 31 December 2021:
| Corporate name | Head office | % Effective stake |
|---|---|---|
| ADOQUINES VARGAS, (ADOQUINVAR), C.A. | Instalaciones de Bolivariana de Puertos Puerto de La Guaira - Parroquia Maiquetia Municipio Vargas del Estado Vargas |
49.00% |
| ADVANTAGE - Distribuição de Seguros, Lda | Av. Almirante Gago Coutinho nº164, 1700-033 Lisboa | 50.00% |
| ALVORADA PETROLEO, S.A. | Rua Paraíba, nº 1000, sala 1518 15º andar - Bairro Funcionário Belo Horizonte - Minas Gerais - Brazil |
43.21% |
| CAIS DE CRUZEIROS 2ª FASE, A.C.E. | Rua da Tapada da Quinta de Cima - Linhó - Sintra | 16.94% |
| CONBATE, A.C.E. | Edifício 2, Lagoas Park - Porto Salvo | 20.00% |
| CONSORCIÓ PUENTE DAULE GUAYAQUIL | Av. Francisco de Orellana, Kilometro uno e medio (1,5) y Juan Tanca Marengo, Edificio Cofin, piso seis (6) Guayaquil, Ecuador |
20.00% |
| CONSORCIO MINERO LUSO VARGAS C.A. (CONLUVAR) | Av. Venezuela com Calle Mohedano, Torre JWM, Piso 5, Of. 5-2, Urb El Rosal - Caracas - Venezuela |
49.00% |
| CONSORCIO OPSUT 2010 | Calle 4, Casa nº 4, Urbanizacion Los Laureles, Valle de la Pascoa - Venezuela |
51.00% |
| DOURO LITORAL, A.C.E. | Tower Plaza, Rotunda Edgar Cardoso, nº 23, 12º andar, sala F - Vila Nova de Gaia |
40.00% |
| METROLIGEIRO - Construção de Infraestruturas, A.C.E. | Rua Abranches Ferrão, nº 10 - 5º F - Lisboa | 26.80% |
| MESOFER, A.C.E. | Rua Mário Dionísio, nº 2, 2799-557 Linda-a-Velha | 24.73% |
| TEIXEIRA DUARTE - SOPOL - Metro Superfície, A.C.E. | Edifício 2, Lagoas Park - Porto Salvo | 57.30% |
| TDE - Empreendimentos Imobiliários, S.A. | Edifício 2, Lagoas Park - Porto Salvo | 50.00% |
| TDGISERV Services, LLC (a) | PO Box 7098, Doha - Qatar | 49.00% |
| TRES PONTO DOIS - Trabalhos Gerais de Construção Civil, Via e Catenária de Modernização da Linha do Norte, A.C.E. |
Av. das Forças Armadas, 125 - 2º C - Lisboa | 50.00% |
Investments in associated companies and joint ventures showed the following movements in the periods ended on 31 December 2021 and 2020:
| Holdings | Goodwill | Total | |
|---|---|---|---|
| Balance as at 1 January 2020 | 22,235 | 22,235 | |
| Effect of the application of the equity method: | |||
| - on the net income for the period (Note 14) | 576 | 576 | |
| - on equity | 234 | 234 | |
| Dividends | (407) | (407) | |
| Other | (141) | (141) | |
| Currency conversion adjustments | (3,634) | (3,634) | |
| Balance as at 31 December 2020 | 18,863 | 18,863 | |
| Balance as at 1 January 2021 | 18,863 | 18,863 | |
| Effect of the application of the equity method: | |||
| - on the net income for the period (Note 14) | 106 | 106 | |
| - on equity | (2) | (2) | |
| Other | (323) | (323) | |
| Dividends | (18) | (18) | |
| Currency conversion adjustments | 281 | 281 | |
| Perimeter variation a) | (9,999) | (9,999) | |
| Balance as at 31 December 2021 | 8,908 | 8,908 |
a) As at 31 December 2021, IMOC - Empreendimentos Imobiliarios, S.A. was consolidated by the full method, while as at 31 December 2020, it was consolidated by the equity method.
The investments in associates and joint ventures as at 31 December 2021 and 2020 are detailed below:
| 2021 | 2020 | |||||
|---|---|---|---|---|---|---|
| Associates and joint-ventures | Holdings | Goodwill | Value of financial position |
Holdings | Goodwill | Value of financial position |
| TDE - Empreendimentos Imobiliários, SA | 3,495 | 3,495 | 3,512 | 3,512 | ||
| TDGISERV Services, LLC (a) | 3,000 | 3,000 | 2,623 | 2,623 | ||
| Douro Litoral, ACE | 1,448 | 1,448 | 1,506 | 1,506 | ||
| Consórcio Puente Daule Guayaquil | 698 | 698 | 658 | 658 | ||
| IMOC - Empreendimentos Imobiliários, S.A. | 9.999 | 9,999 | ||||
| Other | 267 | 267 | 565 | 565 | ||
| 8,908 | 8,908 | 18,863 | 18,863 |
These holdings are disclosed using the equity method of accounting which, for the periods ended on 31 December 2021 and 2020, had the following impacts:
| 2021 | ||||
|---|---|---|---|---|
| Associates and joint-ventures | Gains and losses in associates and joint ventures (Note 14) |
Adjustments of equity stakes |
Dividends | Total |
| Alvorada Petróleo, S.A. | (33) | (33) | ||
| Consórcio Puente Daule Guayaquil | (14) | (18) | (32) | |
| TDE - Empreendimentos Imobiliários, SA | (18) | (18) | ||
| TDGISERV Services, LLC (a) | 149 | 3 | 152 | |
| Other | 22 | (5) | 17 | |
| 106 | (2) | (18) | 86 |
| 2020 | ||||||
|---|---|---|---|---|---|---|
| Associates and joint-ventures | Gains and losses in associated companies and joint ventures (Note 14) |
Adjustments of equity stakes |
Dividends | Total | ||
| Alvorada Petróleo, S.A. | (18) | 201 | 183 | |||
| Consórcio Puente Daule Guayaquil | 137 | (407) | (270) | |||
| IMOC - Empreendimentos Imobiliários, | (131) | (131) | ||||
| TDE - Empreendimentos Imobiliários, SA | (3) | (3) | ||||
| TDGISERV Services, LLC (a) | 540 | (57) | 483 | |||
| Other | 51 | 90 | 141 | |||
| 576 | 234 | (407) | 403 |
The main financial information referring to the associates and joint ventures, as at 31 December 2021 and 2020 is as follows:
| The Group's share in | ||||||||
|---|---|---|---|---|---|---|---|---|
| lotal assets | Total liabilities | lotal net assets | net assets | |||||
| 2021 | 2020 | 2021 | 2020 | 2021 | 2020 | 2021 | 2020 | |
| Alvorada Petróleo, S.A. | 1,006 | 1.074 | 656 | 651 | 350 | 423 | 151 | 183 |
| Consórcio Puente Daule Guayaquil | 35,302 | 33.910 | 31.810 | 30,619 | 3,492 | 3.291 | 698 | 658 |
| IMOC - Empreendimentos Imobiliários, S.A. | 21.138 | 1.288 | 19.850 | 9.999 | ||||
| TDE - Empreendimentos Imobiliários, S.A. | 18.482 | 19,385 | 11.493 | 11,332 | 6.989 | 8,053 | 3,495 | 3.512 |
| TDGISERV Services, LLC (a) | 13.755 | 9,488 | 7.633 | 4,134 | 6,123 | 5,354 | 3,000 | 2,623 |
| Other | 10,985 | 10.938 | 6.987 | 6,531 | 3.997 | 4,407 | 1,564 | 1.888 |
| 79.530 | 95.933 | 58.579 | 54.555 | 20.951 | 41.378 | 8.908 | 18.863 |
As at 31 December 2021 and 2020, the other financial investments were detailed as follows:
| 2021 | 2020 | |||
|---|---|---|---|---|
| Non-current | Current | Non-current | Current | |
| Financial assets at fair value through other comprehensive income: | ||||
| Aginyo Inversiones Y Gestiones Inmobiliarias S.L. | 8,955 | 8,873 | ||
| Banco Comercial Português, S.A. | 039 | 821 | ||
| Kuikila Investments, Lda. | 542 | 397 | ||
| Matadouro de Macau, S.A.R.L. | 317 | 317 | ||
| ILTA - Urbanizadora da Ilha de Tavira, S.A. | 78 | 79 | ||
| Macau CPM Holdings | 72 | 150 | ||
| EIA - Ensino, Investigação e Administração, S.A. | 25 | 624 | ||
| Other | 515 | 10 | 377 | 10 |
| 11,443 | 10 | 11,638 | 10 | |
| Financial assets at amortised cost: | ||||
| Public Debt Securities of the Government of the Peoples Republic of Ananla |
2,752 | 2,569 | ||
| 2,752 2,569 |
||||
| 14,195 | 10 | 14,207 | 10 |
For the stake held in Banco Comercial Português, S.A., the fair value of this asset was measured through its market price.
The fair value of the stake held in the company Aginyo Inversiones Inmobiliarias S.L. was determined by an independent valuation performed in the period ended on 31 December 2021.
For the remaining financial assets indicated above (shares in unlisted companies), the Group's Board of Directors considered that their acquisition cost, if necessary, minus their impairment loses, corresponded to their fair value as at 31 December 2021.
| 2021 | 2020 | |||||
|---|---|---|---|---|---|---|
| Non-current | Current | Non-current | Current | |||
| Opening balance | 14,207 | 10 | 18,672 | 10 | ||
| Increases | 175 | 13 | ||||
| Variation of fair value | 118 | (686) | ||||
| Other variations | (678) | (86) | ||||
| Currency conversion adjustments | 373 | (3,706) | ||||
| Closing balance | 14,195 | 10 | 14,207 | 10 |
During the financial years ended on 31 December 2021 and 2020, the following movements occurred in other financial investments:
As at 31 December 2021 and 2020, the assets and liabilities held for sale are detailed as follows:
| 2021 | 2020 | |
|---|---|---|
| Assets held for sale: | ||
| Goodwill | 1.979 | |
| Intangible assets | 8 | |
| Tangible fixed assets | 171 | 441 |
| Investment properties | 28.400 | 30,548 |
| Deferred tax assets | 467 | |
| Inventories | 199 | |
| Clients | 55 | 115 |
| Other credit receivable | 5 | |
| Cash and cash equivalents | 10 | 24 |
| Other assets | 169 | 1,586 |
| Total assets held for sale | 29,280 | 34.897 |
| Liabilities held for sale: | ||
| Obtained financing | 17.701 | 21,698 |
| Deferred tax liabilities | (1,848) | |
| Lease liabilities | 2,436 | 2,417 |
| Suppliers | 256 | 212 |
| Other debts payable | 982 | 634 |
| Other liabilities | 950 | 448 |
| Total liabilities held for sale | 22,325 | 23.561 |
| Total net value | 6,955 | 11,336 |
Bonaparte — Imóveis Comerciais e Participações, S.A., is classified as "Assets and Liabilities Held for Sale" as at 31 December 2021 and 2020.
All situations which could significantly affect future taxes are recorded by applying the rules on deferred taxes.
During the periods ended on 31 December 2021 and 2020, the movements occurred in deferred tax assets and liabilities, in accordance with the temporary differences which generated them, are as follows:
| 2021 | ||||||||
|---|---|---|---|---|---|---|---|---|
| Constitution | Reversal | |||||||
| Opening balance |
Perimeter variation (Note 5) |
Net income (Note 15) |
Equity (Note 15) |
Net income (Note 15) |
Equity (Note 15) |
Currency conversion & adjustments |
Closing balance |
|
| Deferred tax assets: | ||||||||
| Inventory impairments | 670 | 172 | (217) | (29) | 596 | |||
| Impairment of clients | 1,847 | ರ್ | 3,684 | (554) | (104) | 4,864 | ||
| Impairment of financial assets at fair value through other comprehensive income |
106,577 | 133 | (25) | 106,685 | ||||
| Double international taxation credit | 12,546 | 1,275 | (64) | (1,588) | 12,169 | |||
| Tax losses carried forward | 12,180 | 95 | 20,020 | (3,705) | (4,130) | 24,460 | ||
| Provision for losses in works | 2,285 | 362 | (1,854) | 101 | 894 | |||
| Other | 9,661 | (100) | 7,222 | 11 | (2,046) | 1,776 | 16,524 | |
| 145,766 | (14) | 32,735 | 144 | (8,440) | (25) | (3,974) | 166,192 | |
| Deferred tax liabilities: | ||||||||
| Gains taxable in future periods | 521 | 37 | (138) | (106) | 314 | |||
| Investment properties | 12,769 | 838 | 13 | (3,387) | 4,262 | 14,495 | ||
| Revaluation of tangible fixed assets | 63,916 | 87 | (3,623) | 15,331 | 75,711 | |||
| Other | 6,960 | (32) | 80 | (2,024) | 7,373 | 12,357 | ||
| 84,166 | 806 | 217 | (9,172) | 26,860 | 102,877 |
| 2020 | |||||||
|---|---|---|---|---|---|---|---|
| Constitution | Reversal | ||||||
| Opening balance |
(Note 15) | Net income Equity (Note 15) |
Net income (Note 15) |
Equity (Note 15) |
Currency conversion & adjustments |
Closing balance |
|
| Deferred tax assets: | |||||||
| Inventory impairments | 2,446 | 325 | (2,098) | (3) | 670 | ||
| Impairment of clients | 1,267 | 586 | (3) | (3) | 1,847 | ||
| Impairment of financial assets at fair value through other comprehensive income |
106,424 | 154 | (1) | 106,577 | |||
| Double international taxation credit | 10,079 | 1,404 | 1,063 | 12,546 | |||
| Tax losses carried forward | 15,985 | 6,120 | (223) | (9,702) | 12,180 | ||
| Provision for losses in works | 978 | 1,573 | (293) | 27 | 2,285 | ||
| Other | 10,814 | 3,126 | (2,231) | (46) | (2,002) | 9,661 | |
| 147,993 | 13,134 | 154 | (4,848) | (46) | (10,621) | 145,766 | |
| Deferred tax liabilities: | |||||||
| Income taxable in future periods | 72 | 153 | (141) | 437 | 521 | ||
| Investment properties | 20,598 | 734 | (20) | (8,543) | 12,769 | ||
| Revaluation of tangible fixed assets | 80,282 | 80 | 18,843 | (2,526) | (32,763) | 63,916 | |
| Other | 10,720 | 852 | (1,322) | (53) | (3,237) | 6,960 | |
| 111,672 | 1,819 | 18,843 | (4,009) | (53) | (44,106) | 84,166 |
According to the tax returns of the companies that recorded deferred tax assets due to tax losses as at 31 December 2021 and 2020, they were carried forward as follows:
| 2021 | 2020 | ||||||
|---|---|---|---|---|---|---|---|
| Calculated tax oss |
Deferred tax asset |
Deadline for use | Recorded tax loss | Deferred tax asset |
Deadline for use | ||
| Generated in 2015 | 259 | 88 | 2029 | 2,771 | 942 | 2029 | |
| Generated in 2016 | 31,096 | 6,702 | 2030 | 31,106 | 6,720 | 2030 | |
| Generated in 2017 | 17 | এ | 2024 | 17 | ട് | 2024 | |
| Generated in 2019 | 145 | 45 | 2026 | 7,190 | 2,396 | 2026 | |
| Generated in 2020 | 7,402 | 2,357 | 2032 | 6,636 | 2,119 | 2030 | |
| Generated in 2021 | 70.712 | 15,264 | 2033 | - | |||
| 109,631 | 24,460 | 47,720 | 12,180 |
Additionally, at 31 December 2021 and 2020, all tax losses and credits that were not posted as deferred tax assets due to prudence are detailed as follows:
| 2021 | 2020 | ||||||
|---|---|---|---|---|---|---|---|
| Recorded tax loss | Deferred tax asset |
Deadline for use | Calculated tax loss |
Deferred tax asset |
Deadline for use | ||
| Generated in 2017 | 566 | 142 | 2024 | 662 | 165 | 2024 | |
| Generated in 2018 | 12,569 | 3,142 | 2025 | 15.728 | 3,932 | 2025 | |
| Generated in 2019 | 28,251 | 7,063 | 2026 | 34.677 | 8,669 | 2026 | |
| Generated in 2020 | 15.670 | 3,918 | 2032 | 11,769 | 2,942 | 2030 | |
| Generated in 2021 | 5,440 | 1,360 | 2033 | - | |||
| 62.496 | 15,625 | 62,836 | 15.708 |
Deferred tax assets are only recorded insofar as it is considered that taxable profits are likely to ocur in future taxation periods which may be used to recover the tax losses or deductible tax differences. This assessment was based on the Group's companies, periodically reviewed and updated, on their prospects of generating taxable earnings.
As at December 2021 and 2020, this item was broken down as follows:
| Current | Non-current | |||||
|---|---|---|---|---|---|---|
| 2021 | 2020 | 2021 | 2020 | |||
| Clients: | ||||||
| Clients | 255,286 | 214,933 | 142 | 12.489 | ||
| Impairment losses | (105,095) | (63,291) | ||||
| 150,191 | 151,642 | 142 | 12.489 | |||
| Other credit receivable: | ||||||
| Staff | 335 | 536 | ||||
| Other debtors | 38,680 | 31,722 | 12,186 | 10.986 | ||
| 39.015 | 32,258 | 12.186 | 10.986 | |||
| Impairment losses | (1,280) | (791) | ||||
| 37.735 | 31.467 | 12.186 | 10.986 |
During the periods ended on 31 December 2021 and 2020 movements which occurred in the impairment of accounts receivable were as follows:
| Accumulated impairment losses on clients and other credit receivable: |
|
|---|---|
| Balance as at 31 December 2019 | 65.000 |
| Reinforcements | 8,326 |
| Reversals | (198) |
| Settlements | (2,388) |
| Currency conversion adjustments | (6,658) |
| Balance as at 31 December 2020 | 64.082 |
| Reinforcements a) | 24,667 |
| Reversals | (1,462) |
| Settlements | 15,540 |
| Currency conversion adjustments | 3.682 |
| Perimeter variation | (134) |
| Balance as at 31 December 2021 | 106.375 |
a) In the period of 2021, the reinforcement of influenced by the recognition of losses resulting from extraordinary events in Venezuela and Algeria, of the total value of 19,930 thousand euros.
Conciliation of accumulated impairment losses as at 31 December 2021 and 2020:
| 2021 | 2020 | |
|---|---|---|
| Accumulated impairment losses recognised pursuant to IAS 39 | 100.455 | 59.018 |
| Accumulated impairment losses recognised pursuant to IFRS 9 | 5.920 | 5.064 |
| 106.375 | 64.082 |
The Group's exposure to credit risk (Note 41) is attributable from its operating activity. The balances shown in the statement of financial position are net of impairment losses arising from bad debt which were estimated by the Group in accordance with its experience and based on its assessment of the economic situation and environment.
The Board of Directors believes that the book value of the accounts to the best estimate of their fair value.
The Group has no significant concentration of credit risks, since it is diluted over a wide range of clients and other debtors.
The transactions and balances between TD,SA and the companies of the consolidation perimeter, which are related parties, were eliminated in the consolidation process and are not disclosed in this note. The balances and transactions between the Group and the associates and joint-ventures, related and individual companies with significant voting power which have their own companies, are detailed below.
The terms or conditions applied between these related partical to those which would normally be contracted, accepted and applied between independent entities in comparable operations.
The main balances with related parties as at 31 December 2021 and 2020 may be detailed as follows:
| Balance receivable |
||||||||
|---|---|---|---|---|---|---|---|---|
| 2021 | 2020 | Balance payable 2021 |
2020 | Loans granted 2021 |
2020 | Other balances 2021 |
2020 | |
| Adoquines Vargas, (ADQQUINVAR), C.A. | 27 | 3 | ||||||
| Bonaparte - Imóveis Comerciais e Participações, S.A. | 51 | 38 | 415 | 477 | 561 | 605 | ||
| Caais de Cruzeiros 2ª Fase, ACE | 4 | 4 | ||||||
| CINTEL - Construção Interceptor Esgotos, S.A. | 46 | 4 | ||||||
| Conbate, ACE | 8 | 13 | 4 | – | 69 | |||
| Consórcio Puente Daule Guayaquil | 12 | 6 | ||||||
| D.L.O.E.A.C.E. - Douro Litoral Obras Especiais, ACE | 10 | 2 | ||||||
| Douro Litoral, ACE | 1 | 8 | 43 | 41 | 85 | (3) | ||
| EIA - Ensino e Investigação e Administração, S.A. | (3) | 9 | 9 | |||||
| IMOC - Empreendimentos Imobiliários, S.A. | 482 | 59 | (3,102) | |||||
| Kuikila, Investments, Lda. | 68 | |||||||
| Mesofer, ACE | 386 | 641 | ||||||
| Metroligeiro - Construção de Infraestruturas, ACE | 9 | 32 | 11 | 11 | ||||
| Nova Estação, ACE | 286 | 88 | 6 | |||||
| Promociones Inmobiliárias 3003, C.A. | 55 | 347 | 427 | |||||
| TDE - Empreendimentos Imobiliários, S.A. | 241 | 242 | 5,890 | 5,890 | ||||
| TDGISERV Services, LLC (a) | 92 | 66 | (439) | (774) | ||||
| TDHOSP - Gestão Hospitalar, S.A. | 216 | 180 | ||||||
| Teixeira Duarte - SOPOL - Metro Superfície, ACE | 7 | 7 | 55 | 55 | ||||
| Três Ponto Dois - Trabalhos Gerais de Construção Civil, Via e Catenária de Modernização da Linha do Norte, ACE |
35 | |||||||
| 1.038 | 1,975 | 179 | 285 | 6.443 | 6,389 | 643 | (2,832) |
During the periods ended on 31 December 2021 and 2020, the main transactions with related parties were as follows:
| Sales and services rendered |
Purchases and services received |
Interest debited | ||||
|---|---|---|---|---|---|---|
| 2021 | 2020 | 2021 | 2020 | 2021 | 2020 | |
| AEBT - Auto Estradas do Baixo Tejo, S.A. | 33 | 46 | ||||
| Bonaparte - Imóveis Comerciais e Participações, S.A. | 540 | 577 | 15 | 2 | ||
| Conbate, ACE | 140 | 109 | 4 | |||
| Consórcio Puente Daule Guayaquil | 594 | |||||
| Douro Litoral, ACE | 34 | 80 | 1 | 7 | ||
| EIA - Ensino e Investigação e Administração, S.A. | 4 | |||||
| IMOC - Empreendimentos Imobiliários, S.A. | 677 | 87 | ||||
| Mesofer, ACE | 7,714 | 9,339 | 8 | 8 | ||
| Metroligeiro - Construção de Infraestruturas, ACE | 7 | |||||
| Nova Estação, ACE | 19 | |||||
| TDE - Empreendimentos Imobiliários, S.A. | 17 | 57 | ||||
| TDGISERV Services, LLC (a) | 139 | 101 | ||||
| TDHOSP - Gestão Hospitalar, S.A. | 2,419 | 2,598 | 122 | 199 | 3 | 114 |
| 11,036 | 14.197 | 139 | 300 | 26 | 116 |
The remunerations attributed to the members of the governing bodies of TD,SA, for the periods ended on 31 December 2021 and 2020, were as follows:
| 2021 | 2020 | |
|---|---|---|
| Executive directors: | ||
| Short-term benefits | 721 | 918 |
| Supervisory board: Short-term benefits |
66 | 66 |
| Statutory auditor: | ||
| Short-term benefits | 61 | 61 |
| 848 | 1.045 |
The remuneration of the members of the senior management of TD,SA, for the periods ended on 31 December 2021 and 2020 were as follows:
| 2021 | 2020 | |
|---|---|---|
| Senior staff: | ||
| Short-term benefits | 5,962 | 6,393 |
| 5.962 | 6.393 |
As at 31 December 2021 and 2020 cash and equivalent was detailed as follows:
| 2021 | 2020 | |
|---|---|---|
| Bank deposits | 62.461 | 71.519 |
| Term deposits | 29,457 | 43.832 |
| Cash | 930 | 864 |
| 92,847 | 116,215 |
The item "Cash and cash equivalents" includes cash, deposits payable on demands and term deposits with maturity of less than three months, repayable on demand, and for which the risk of change of value is insignificant.
The revenue from financial investments for the periods ended on 31 December 2021 and 2020 refer to the share capital of the following companies:
| 2021 | 2020 | |
|---|---|---|
| Lagoas Park, S.A. | 1.825 | |
| 1.825 |
The anount received for the sale of the stake in Lagoas Park, S.A., corresponds to the "Earn Our" stipulated in the 2018 deed of sale.
The payments relative to financial investments for the periods ended on 31 December 2021 and 2020 refer to the acquisition of stakes in the share capital of the following companies:
| 2021 | 2020 | |
|---|---|---|
| Advantage - Distribuição de Seguros, Lda | ||
| Built Colab - Colaborative Laboratory For The Future Built Environment | 13 | |
| ನ | 13 |
Other dividends received in the periods ended on 31 December 2021 and 2020 were as follows:
| 2021 | 2020 | |
|---|---|---|
| AEBT - Vias do Baixo Tejo, S.A. | 1,773 | 311 |
| Macau CPM Holdings | 707 | 1,114 |
| Consórico Puente Daule Guayaquil | 18 | 407 |
| TDHOSP - Gestão de Edifício Hospital, S.A .; | 370 | |
| 2 498 | 2.202 |
As at 31 December 2021 and 2020 other current and non-current assets were broken down as follows:
| Current | Non-current | |||
|---|---|---|---|---|
| 2021 | 2020 | 2021 | 2020 | |
| Government and other public entities: | ||||
| Value Added Tax | 15,844 | 9,312 | ||
| Other | 745 | 605 | ||
| 16,589 | 9,917 | |||
| Associates, participated companies and other shareholders: |
||||
| Associated companies | 1,156 | 5,915 | 4,900 | |
| Participated companies | 717 | |||
| Other shareholders | 1,695 | 1,078 | ||
| 2,851 | 7,710 | 4,900 | ||
| Accrued income: | ||||
| Interest receivable | 52 | 73 | ||
| Amounts to be invoiced (Note 31) a) | 54,555 | 109,427 | ||
| Other accrued income | 2,572 | 7,517 | ||
| 57,179 | 117,017 | |||
| Deferred expenses: | ||||
| Insurance paid in advance | 2,854 | 1,528 | ||
| Interest payable | 329 | 6 | ||
| Other deferred expenses | 9,821 | 11,354 | ||
| 13.004 | 12,888 | |||
| Other assets: | ||||
| Advance payments to suppliers | 9,727 | 8,685 | ||
| Other | 5 | |||
| 9,732 | 8,685 | |||
| 99,355 | 156,217 | 4,900 |
a) The item "Values to be invoiced" decreased by 54,872 thousand euros, which includes the derecognition of increases in income from six suspended contracts in Algeria, of the value of 73,256 thousand euros.
For the periods ended on 31 December 2021 and 2020, the recognised expenses and income related to contracts in progress are as follows:
| 2021 | 2020 | |
|---|---|---|
| Net income: | ||
| Issued invoices | 362.454 | 328,558 |
| Change in: | ||
| Deferred income - works (Note 39) | (6,702) | 8,648 |
| Accrued income - works (Note 30) | (54,872) | 560 |
| 300,880 | 337,766 | |
| Net expenses: | ||
| Invoiced expenses | 394,037 | 333,112 |
| Change in: | ||
| Provisions for quarantees (Note 36) | (2,184) | (2,236) |
| Provisions for future losses (Note 36) | (6,547) | 1,496 |
| 385,306 | 332,372 | |
| Calculated earnings (Note 7): | (84,426) | 5,394 |
Furthermore, as at 31 December 2021 and 2020, the retentions made by clients relative to construction contracts amounted to 10,590 thousand euros and 6,317 thousand euros, respectively.
As at 31 December 2021 and 2020 underwritten and paid-up share capital was represented by 420,000,000 shares with the nominal value of 0.50 euro each.
As at 31 December 2021 TEIXEIRA DUARTE 1886, S.A. (formerly called TEIXEIRA DUARTE – Sociedade Gestora de Participações Sociais, S.A.) directly held 168,550,000 shares representing the capital of Teixeira Duarte, S.A., 40.1% of which corresponds to the respective share capital (on 31 December 2020, 180,600,000 shares were held representing the capital of Texeira Duarte, S.A., corresponding to 43% of the respective share capital).
Legal reserve: Pursuant to the current legislation, the Company is obliged to transfer at least 5% of its annual net income to the legal reserve, until it reaches at least 20% of the share capital. This reserve is not distributable to shareholders, but may be used to absorb losses, after all other reserves have been depleted, or to increase the capital.
Fair value reserve - Financial investments: The fair value reserve of financial investments reflects changes in the fair value of financial assets recorded at fair value against other comprehensive income, and it cannot be distributed or used for observing losses.
Revaluation reserve – Real estate: This reserve may not be distributed, unless it is paid in or the respective assets subject to revaluation have been divested.
Other reserves: Other reserves are available for distribution, under the limits stated in the Code of Commercial Companies.
The movements of this item during the periods ended on 31 December 2021 and 2020 were as follows:
| 2021 | 2020 | |
|---|---|---|
| Opening balance | 28,673 | 36,585 |
| Dividends | (939) | (203) |
| Other changes in the equity of the participated companies | 753 | 2,470 |
| Revaluation of tangible fixed assets | 2,038 | |
| Net income for the period attributable to non-controlling interests | 1,518 | (607) |
| Currency conversion adjustments | 3,356 | (11,610) |
| Purchase of non-controlling interests | (14,254) | |
| Closing balance | 19.107 | 28,673 |
As at 31 December 2021 and 2020, the loans received were as follows:
| 2021 | 2020 | |
|---|---|---|
| Non-current liabilities: | ||
| Bank loans | 309.654 | 347.606 |
| Commercial paper | 297,600 | 349,500 |
| 607,254 | 697,106 | |
| Current liabilities: | ||
| Bank loans | 118.376 | 60,235 |
| Commercial paper | 53.000 | 11,950 |
| Bonds | 5.100 | |
| 171.376 | 77.285 | |
| 778.630 | 774,391 |
As at 31 December 2011 and 2021, the internal bank overdrafts and pledged current accounts earned interest at the weighted annual average rate of 2.41% (2.18% as at 31 December 2020).
As at 31 December 2021, the most significant bank loans contracted by the Group essentially correspond to:
| Contract | Amount | ||||||
|---|---|---|---|---|---|---|---|
| Geography | Bank | Type of financing | date | Due Date | Currency | Currency | Amount (€) |
| Portugal | Banco Português de Investimento | Escrow account | 21/12/1998 | 31/12/2033 | EUR | 1,000 | 1,000 |
| Portugal | Novo Banco | Authorised Overdraft | 01/02/2007 | 31/12/2033 | EUR | 8,774 | 8,774 |
| Portugal | Banco Comercial Português | Loan | 05/01/2009 | 17/06/2035 | EUR | 145,181 | 145,181 |
| Portugal | Banco Santander | Escrow account | 31/10/2012 | 31/12/2033 | EUR | 5,039 | 5,039 |
| Angola | Banco Millennium Atlântico | Escrow account | 29/11/2012 | 31/12/2022 | AON | 195,176 | 307 |
| Angola | Banco de Fomento Angola | Escrow account | 27/03/2013 | 31/12/2022 | AON | 1,960,020 | 3,083 |
| Portugal | Banco Comercial Português | Escrow account | 27/06/2014 | 31/12/2033 | EUR | 4,825 | 4,825 |
| Portugal | Caixa Geral de Depósitos | Loan | 22/09/2014 | 01/06/2034 | EUR | 85,869 | 85,869 |
| Portugal | Banco BIC | Escrow account | 06/08/2015 | 31/12/2033 | EUR | 19,605 | 19,605 |
| Portugal | Novo Banco | Loan | 30/12/2015 | 01/06/2022 | EUR | 21,604 | 21,604 |
| Angola | Banco BIC | Escrow account | 01/01/2016 | 31/12/2022 | AON | 225,056 | 354 |
| Portugal | Banco Português de Investimento | Loan | 05/07/2016 | 05/05/2023 | EUR | 5,337 | 5,337 |
| Portugal | Banco Comercial Português | Loan | 12/08/2016 | 30/12/2033 | EUR | 8,643 | 8,643 |
| Portugal | Caixa Geral de Depósitos | Loan | 12/08/2016 | 30/12/2033 | EUR | 6,101 | 6,101 |
| Portugal | Novo Banco | Loan | 12/08/2016 | 30/12/2033 | EUR | 8,233 | 8,233 |
| Portugal | Banco BAI Europa | Loan | 22/09/2016 | 30/10/2023 | USD | 759 | 670 |
| Portugal | Banco Comercial Português | Loan | 27/11/2017 | 30/12/2033 | EUR | 32,015 | 32,015 |
| Portugal | Banco Comercial Português | Loan | 16/01/2018 | 31/12/2033 | EUR | 3,833 | 3,833 |
| Portugal | Caixa Geral de Depósitos | Loan | 30/01/2018 | 15/12/2022 | EUR | 2,690 | 2,690 |
| Portugal | Banco Comercial Português | Loan | 30/01/2018 | 30/01/2023 | EUR | 7,147 | 7,147 |
| Portugal | Banco Comercial Português | Authorised Overdraft | 24/04/2018 | 31/12/2033 | EUR | 3,414 | 3,414 |
| Portugal | Caixa Geral de Depósitos | Loan | 15/12/2018 | 15/06/2022 | EUR | 828 | 828 |
| Brazil | Banco Bradesco | Loan | 27/06/2019 | 30/04/2022 | BRL | 35,242 | 5,585 |
| Portugal | Caixa Geral de Depósitos | Loan | 25/07/2019 | 31/12/2022 | EUR | 2,439 | 2,439 |
| Brazil | Sandvik credit | Loan | 29/08/2019 | 02/08/2023 | EUR | 266 | 266 |
| Brazil | Sandvik credit | Loan | 17/10/2019 | 19/09/2023 | EUR | 331 | 331 |
| Brazil | Sandvik credit | Loan | 19/10/2019 | 19/09/2023 | EUR | 742 | 742 |
| Brazil | Sandvik credit | Loan | 22/10/2019 | 23/09/2023 | EUR | 674 | 674 |
| Brazil | Sandvik credit | Loan | 01/11/2019 | 04/10/2023 | EUR | 371 | 371 |
| Brazil | Banco Itaú | Loan | 27/12/2019 | 30/09/2022 | BRL | 16,495 | 2,614 |
| Portugal | Banco BIC | Loan | 02/01/2020 | 02/07/2025 | EUR | 4,967 | 4,967 |
| Portugal | Novo Banco | Loan | 09/03/2020 | 31/12/2022 | EUR | 6,589 | 6,589 |
| Portugal | Sandvik credit | Loan | 06/04/2020 | 30/11/2024 | EUR | 981 | 981 |
| Angola | Banco BIC | Escrow account | 02/06/2020 | 31/12/2022 | AON | 2,295,061 | 3,610 |
| Portugal | Nordea Bank Abp | Loan | 24/06/2020 | 26/06/2025 | EUR | 583 | 583 |
| Angola | Banco BAI Europa | Loan | 31/07/2020 | 31/07/2027 | AON | 1,523,259 | 2,396 |
| Portugal | Banco Comercial Português | Loan | 01/11/2020 | 01/11/2024 | EUR | 15,397 | 15,397 |
| Brazil | Banco Bradesco | l oan | 08/11/2021 | 09/10/2023 | BRL | 15,352 | 2,433 |
| Portugal | Miscellaneous | Other financing | EUR | 231 | 228 | ||
| Portugal | Miscellaneous | Other financing | USD | 3 | 3 | ||
| Brazil | Miscellaneous | Other financing | BRL | 18,810 | 2,981 | ||
| Spain | Miscellaneous | Other financing | EUR | 125 | 125 | ||
| Angola | Miscellaneous | Other financing | AON | 49,589 | 78 | ||
| Colombia | Miscellaneous | Other financing | COP | 391,381 | 85 | ||
428,030
As at 31 December 2021, the Group had negotiated the following commercial paper programmes:
| Geography | Bank | Type of financing | Renewal | Contract date | Due Date | Spread | Currency | Amount (€) |
|---|---|---|---|---|---|---|---|---|
| Portugal | Novo Banco | Commercial Paper | Quarterly | 16/12/2005 | 15/12/2023 | 1.60% | EUR | 35.000 |
| Portugal | Caixa Geral de Depósitos | Commercial Paper | Quarterly | 07/07/2010 | 31/12/2033 | 2.50% | EUR | 20,550 |
| Portugal | Novo Banco | Commercial Paper | Monthly | 30/12/2013 | 31/12/2033 | 2.00% | EUR | 180,350 |
| Portugal | Novo Banco | Commercial Paper | Monthly | 28/12/2015 | 15/06/2027 | 1.95% | EUR | 95,000 |
| Portugal | Novo Banco | Commercial Paper | Monthly | 14/01/2016 | 31/12/2033 | 1.55% | EUR | 15,200 |
| Portugal | Banco BPI | Commercial Paper | Quarterly | 30/01/2018 | 30/01/2024 | 1.00% | EUR | 4,500 |
| 350,600 |
Due to the commitment to successive renewal during the programme contract period, some issues existing at 31 and 2020 are classified as non-current liabilities.
As at 31 December 2021 and 2020 the repayment of the non-current bank loans is defined as follows:
| 2021 | 2020 | |
|---|---|---|
| 2022 | 116,400 | |
| 2023 | 63,276 | 43,373 |
| 2024 | 56.591 | 34.744 |
| 2025 | 45,869 | 38.786 |
| 2026 | 38.006 | 37.288 |
| 2027 and following | 403.512 | 426.515 |
| 207 051 | 207 100 |
607,254 697,106
| 2021 | 2020 | ||||
|---|---|---|---|---|---|
| Currency | Currency | Euros | Currency | Euros | |
| US Dollar | 762 | 673 | 1.207 | 984 | |
| Anqolan Kwanza | 6,248,161 | 9.828 | 6,619,105 | 8,304 | |
| Brazilian Real | 85,899 | 13.613 | 91,678 | 14,384 | |
| Colombian Peso | 391.381 | 85 |
Financing denominated in foreign currency bears interest at market rates and was converted into euros using the in force on the financial position date.
As at 31 December 2021 and 2020, the conciliation of the changes in liabilities arising from the financing activity is presented as follows:
| 2021 | Opening balance |
Increases | Decreases | Legal moratorium | Currency conversion adjustments |
Closing balance |
|---|---|---|---|---|---|---|
| Obtained financing | 774,391 | 4,131,598 | (4,130,496) | 803 | 2,334 | 778,630 |
| 2020 | Opening balance |
Increases | Decreases | Legal moratorium | Currency conversion adjustments |
Closing balance |
| Obtained financing | 811,903 | 4,036,107 | (4,074,828) | 9,509 | (8.300) | 774,391 |
The movement in the accumulated provisions during the periods ended on 31 December 2021 and 2020 was as follows:
| Other provisions related to the |
Bonds to clients (Note 31) |
Lawsuits | Construction losses (Note 31) |
Other provisions for risks and charges |
Total | |
|---|---|---|---|---|---|---|
| Balance as at 31 December 2019 | 7,957 | 15,944 | 3,860 | 8,687 | 8,605 | 45,053 |
| Uses | (4,610) | (7) | (4,617) | |||
| Reinforcements | 1,617 | 328 | 506 | 7,246 | 1,412 | 11,109 |
| Reductions | (568) | (1,807) | (873) | (2,387) | (1,119) | (6,754) |
| Transfers | (2,885) | 2,868 | (17) | |||
| Currency conversion adjustments | (757) | (472) | (478) | (1,739) | (3,446) | |
| Balance as at 31 December 2020 | 4,396 | 13,708 | 3,014 | 10,183 | 10,027 | 41,328 |
| Uses | (2,699) | (35) | (476) | (3,210) | ||
| Reinforcements | 4,850 | 1,762 | 968 | 3,528 | 3,801 | 14,909 |
| Reductions a) | (4,147) | (777) | (10,167) | (849) | (15,940) | |
| Transfers | 29 | (325) | (296) | |||
| Currency conversion adjustments | 236 | 52 | 92 | 339 | 719 | |
| Perimeter variation (Note 5) | (2) | (445) | (447) | |||
| Balance as at 31 December 2021 | 6,547 | 11,524 | 3,284 | 3,636 | 12,072 | 37,063 |
a) In the period ended on 31 December 2021, the reductions in the items "Guarantee to clients" of 4,147 thousand euros and 10,67 thousand euros, respectively, are essentially explained by the six works in Algeria.
The reinforcements and reductions were made against:
| 2021 | 2020 | |||||
|---|---|---|---|---|---|---|
| Reinforcements Reductions | Total | Reinforcements Reductions | Total | |||
| Results of the period: | ||||||
| Provisions | 9,842 | (15,549) | (5,707) | 8,659 | (5,680) | 2,979 |
| Staff costs | 4,945 | (388) | 4,557 | 2,385 | (955) | 1,430 |
| Earnings from associates and joint-ventures | (1) | (1) | 61 | (24) | 37 | |
| Results related to other investments | ਪੈ | ব | ||||
| Other operating expenses | 122 | (2) | 120 | (95) | (95) | |
| 14,909 | (15,940) | (1.031) | 11,109 | (6,754) | 4,355 |
As at 31 December 2021 and 2020, these items were broken down as follows:
| Current | Non-current | |||
|---|---|---|---|---|
| 2021 | 2020 | 2021 | 2020 | |
| Suppliers, current account | 135.977 | 106,197 | ||
| Advance payments from | 161.382 | 126,088 | 37,229 | 57,091 |
| Other accounts payable: | ||||
| Other creditors | 28.458 | 15,970 | 24.196 | 5.367 |
| 325.817 | 248,255 | 61.425 | 62.458 |
As at 31 December 2021 and 2020, the Group presents the following maturities arising from the application of IFRS 16:
| 2021 | 2020 | |
|---|---|---|
| 2021 | 6.157 | |
| 2022 | 6,180 | 5,300 |
| 2023 | 5,461 | 4,628 |
| 2024 | 4,670 | 4,076 |
| 2025 | 4,250 | 3,892 |
| After 2025 | 12,095 | 11,277 |
| 32,656 | 35,330 | |
| Current lease liabilities | 6,180 | 6,157 |
| Non-current lease liabilities | 26.476 | 29.173 |
As at 31 December 2021 and 2020, these items were broken down as follows:
| Current | Non-current | |||
|---|---|---|---|---|
| 2021 | 2020 | 2021 | 2020 | |
| Government and other public entities: | ||||
| Corporate Income Tax (IRC) | (2,791) | 337 | ||
| Income Tax Withholdings | 3,956 | 1,834 | ||
| Value Added Tax | 11,761 | 9,228 | ||
| Contributions for Social Security | 3,018 | 2,778 | ||
| Other | 511 | 1,374 | ||
| 16,455 | 15,551 | |||
| Associates, participated companies and other shareholders: |
||||
| Associated companies | 475 | 436 | ||
| Participated companies | 15 | |||
| Other shareholders | 40 | 190 | 1,244 | |
| 515 | 641 | 1,244 | ||
| Accrued expenses: | ||||
| Insurance to liquidate | 20 | 14 | ||
| Remunerations payable | 13,760 | 10,281 | ||
| Interest payable | 723 | 3,393 | ||
| Other expenses payable | 31,567 | 27,447 | ||
| 46,070 | 41,135 | |||
| Deferred income: | ||||
| Invoiced work not performed (Note 31) | 28,649 | 21,947 | ||
| Other deferred income | 4,722 | 12,589 | ||
| 33,371 | 34,536 | |||
| Other liabilities | ||||
| Advances on account of sales | 26 | |||
| Other liabilities | 52 | |||
| 52 | 26 | |||
| 96 463 | 91 889 | 1 244 |
Following several inspections of the periods 2008 to 2013, carried out by the Tax and Customs Authority) to the accounting elements of TEIXEIRA DUARTE - Gestão de Participações e Investimentos Imobiliários, S.A., a company in which 100% of its share capital was held directly by the TD,SA, the following corrections were made to the tax losses initially calculated by this subsidiary:
| Period | Calculated tax loss | AT correction |
|---|---|---|
| 2008 | 36.573 | 611 |
| 2011 | 12,779 | 3,213 |
| 2012 | 13.294 | 2.299 |
| 2013 | 26.221 | 5,000 |
The nature of the corrections made is presented below:
With the exception of the situations listed in the following points, the corrections result from the financial charges incurred due to the investment made in owned companies, under the form of ancillary payments subject to the supplementary provisions regime, have been disregarded as a taxable expense.
Given that TEIXEIRA DUARTE- Gestão de Participações e Investimentos Imobiliários, S.A. pays corporate income pursuant to the Special Taxation Regime for Corporate Groups (Article 69 onwards of the Corporate Income Tax Code), the corrections to tax losses over the periods from 2009 to 2011 were subject to Corporate Income Tax settlements and compensatory interest issued to the parent company during these periods - TEIXEIRA DUARTE - Engenharia e Construções, S.A. - that challenged them in court.
The correction related to the 2012 period was subject to an additional settlement by the parent company from that period, TD,SA, which contested it within the statutory periods.
Regarding this correction, and based on fundamentaly identical underlying arguments by the Tax Authority, it is disclosed that, in 2021, TEIXEIRA DUARTE - Engenharia e Construções, obtained a favourable outcome as to the corporate income tax for the years of 2008, 2009 and 2010, by Judgements of the Supreme Administrative and Tax Court, with the same conclusion expected in the remaining periods in dispute.
According to the Tax Authority, the correction to the tax loss calculated in the period of 2013 refers entirely to the incorrect application of Article 51 of the Corporate Income Tax Code. This correction was subject to a legal challenge by TD,SA as the parent company.
According to the Tax Authority, the correction to the 2008 tax loss refers entirely to the improper application of Article 22(10) of the Tax Benefits Statute (EBF) to the distribution of income by the TDF Real Estate Investment Fund.
TEIXEIRA DUARTE – Engenharia e Construções, S.A., in its capacity as parent company during the 2006 period, correction under the terms of the law.
As a result of an inspection carried out by the accounting elements of the subsidiary TEIXEIRA DUARTE - Engenharia e Construções, S.A. for the period of 2008, the respective taxable profit calculated at that time in that period, of the value of 35,467 thousand euros, was corrected.
As regards this correction, the subsidiary TEIXEIRA DUARTE - Engenharia e Construções, S.A., in its capacity as the controlling company of the group of companies in force at the time, contested 32,595 thousand euros, related to tax credit, the capital gains tax reinvestment regime and the application of Article 22(10) of the Tax Benefits Statute (EBF).
Following an inspection of the subsidiary TDO - Investimento e Gestão, S.A. for the period of 2014, the Tax Authority also settled a Regional Surtax amounting to 102 thousand euros.
Given that this subsidiary was covered, in 2014, by the regime established in Article 36 of the Tax Benefits Statute, this correction was challenged in court.
Following several inspections carried out by the Tax Authority of the corporate income tax calculation for the periods of 2017, 2017 and 2018, payable by the group of companies taxed under the Special Taxation Regime for Corporate Groups (RETGS) of which TD,SA is the parent company, the following corrections were made:
| Period | Corrected tax |
|---|---|
| 2017 | 663 |
| 2018 | 871 |
| 1,534 |
These corrections arise from the Tax Authority having a different understanding as to the deductions provided for in Article 90 of the Corporate Income Tax Code in the Municipal and State Surtax, calculated under the RETGS, and were contested in court by TD,SA, as the parent company.
It is hereby informed that these corrections, also made by the Tax Authority in the periods of 2013 to 2016, were challenged by TD,SA, the grounds of which were accepted at the administrative stage.
On this subject, the Tax Authority corrected the tax result of the RETGS of TD,SA, in the following terms:
Correction of the value of 22,710 thousand euros to the corporate income tax of 2015, related to the use of "slack" determined in previous periods;
Correction of the value of 6.305 thousand euros for the period of 2018, because the Tax Authority considers that certain accounts should have been excluded from the determination of the EBITDA "for tax purposes" established in Article 67(13) of the Corporate Income Tax Code.
With regard to the correction for the period of 2015, a judicial challenge was lodged by TD,SA as the controlling company, which will adopt a similar procedure regarding the correction for the period of 2018.
As at 31 December 2021 and 2020 companies included in the consolidation perimeter had provided the following guarantees to third parties:
| 2021 | 2020 | |
|---|---|---|
| Granted bank guarantees | 236.968 | 285.660 |
| Guarantee insurance | 155.509 | 110.996 |
The bank guarantees were essentially provided for the effect of tenders, advances received and as a completion bond for works.
TEIXEIRA DUARTE - Engehharia e Construções, S.A., EPOS - Empresa Portuguesa de Obras Subterrâneas, S.A., SOMAFEL BRASIL -Obras Ferroviárias e Marfimas, LTDA, RECOLTE, Servicios y Medioambiente, S.A.U., EMPA, Serviços de Engenharia, S.A., and TEIXEIRA DUARTE - Engerharia e Construções (Colombia) S.A.S. have bond insurance provided as a performance quarantee for the execution of works and the provision of services.
For the purpose of suspending a tax enforceeding filed against the subsidiary TEIXERA DUARTE - Engenharia e Construções, S.A., related to corporate income tax debt for the period of 2010, TD,SA presented a quarantee, amounting to 10,139 thousand euros, which was accepted by the Tax Authority. Following the favourable decisions for the corporate income tax of 2009 and 2010, the cancellation of this guarantee was requested from the Tax Authority.
The value of the bank guarantees included in the above summary table includes guarantees provided to suspend several tax enforcement proceedings, the details of which are shown below:
– For the purpose of suspending the tax enforceedings brought against the subsidiary TEIXEIRA DUARTE - Engenharia e Construções, S.A. related to corporate income tax debt of 2008, bank guarantees were issued in favour of the Tax Authority, amounting to 4,373 thousand euros as at 31 December 2021. It is disclosed that after the closing of the period, this guarantee was reduced to 3,034 thousand euros, following TA's response to this subsidiary's request;
– For the purpose of suspending the tax enforceedings brought against the subsidiary TDO - Investmento e Gestão, S.A. related to corporate income tax debt of 2014, a bank guarantee was issued in favour of the value of 181 thousand euros;
– For the purpose of suspending tax enforceedings brought against TD,SA related to corporate income tax debts determined under the RETGS for the periods of 2015 to 2017, several bank guarantees were issued, with the active guarantees as at 31 December 2021 being presented below:
| Amount of the | ||||
|---|---|---|---|---|
| Period | bank guarantee | |||
| 2015 | 125 | |||
| 2016 | 594 | |||
| 2017 | 750 | |||
| 1 AGG |
As at 31 December 2021, the Group's collateral was broken down as follows:
| Geography | Bank | Type of financing | Contract date | Due Date | Collateral |
|---|---|---|---|---|---|
| Portugal | Novo Banco | Commercial Paper |
16/12/2005 | 15/12/2023 | Pledge of 4,610,000 BCP shares + Pledge of all Shares: Soc. Automóvel Angola + Soc. Distribuição Angola + Pledge of TDSP Brasil + TD Angola, Lda. + Mortgage of Angolan Hotels: Alvalade and Bala + Mortgage of Mozambican Hotels: Avenida and Tivoli Beira |
| Portugal | Novo Banco | Overdraft | 01/02/2007 | 31/12/2033 | Pledge of all Shares: Soc. Automóvel Angola + Soc. Distribuição Angola + Pledge of TDSP Brasil + TD Angola, Lda. + Mortgage of Angolan Hotels: Alvalade and Baía + Mortgage of Mozambican Hotels: Avenida and Tivoli Beira |
| Portugal | Banco Comercial Português |
Loan | 05/01/2009 | 15/12/2033 | Pledge of all Shares: Soc. Automóvel Angola + Soc. Distribuição Angola + Pledge of TDSP Brasil + TD Angola, Lda. + Mortgage of Angolan Hotels: Alvalade and Baía + Mortgage of Mozambican Hotels: Avenida and Tivoli Beira |
| Portugal | Caixa Geral de Depósitos |
Commercial Paper |
07/07/2010 | 31/12/2033 | Pledge of 4,675,000 TDF Fund Participation Units + Pledge of all Shares: Soc. Automóvel Angola + Soc. Distribuição Angola + Pledge of TDSP Brasil + TD Angola, Lda. + Mortgage of Angolan Hotels: Alvalade and Baía + Mortgage of Mozambican Hotels: Avenida and Tivoli Beira |
| Portugal | Caixa Geral de Depósitos |
Escrow account | 07/07/2010 | 31/12/2033 | Pledge of 4,675,000 TDF Fund Participation Units + Pledge of all Shares: Soc. Automóvel Angola + Soc. Distribuição Angola + Pledge of TDSP Brasil + TD Angola, Lda. + Mortgage of Angolan Hotels: Alvalade and Baía + Mortgage of Mozambican Hotels: Avenida and Tivoli Beira |
| Portugal | Novo Banco | Commercial Paper |
30/12/2013 | 31/12/2033 Pledge of all EPOS shares and all C+PA shares + Pledge of 1,325,000 TDF Fund Participation Units + Montijo Industrial Centre Mortgage + Mortgage of 7 Lots Mafamude + Mortgage of 9 Lots Santa Marinha Design District - Santa Marinha + Pledge of all Shares: Soc. Automóvel Angola + Soc. Distribuição Angola + Pledge of TDSP Brasil + TD Angola, Lda. + Mortgage of Angolan Hotels: Alvalade and Baía + Mortgage of Mozambican Hotels: Avenida and Tivoli Beira |
|
| Portugal | Banco Comercia Português |
Escrow account | 27/06/2014 | 31/12/2033 | Pledge of all Shares: Soc. Automóvel Angola + Soc. Distribuição Angola + Pledge of TDSP Brasil + TD Angola, Lda. + Mortgage of Angolan Hotels: Alvalade and Baía + Mortgage of Mozambican Hotels: Avenida and Tivoli Beira |
| Portugal | Caixa Geral de Depósitos |
Loan | 22/09/2014 | 01/06/2034 | Pledge of all Shares: Soc. Automóvel Angola + Soc. Distribuição Angola + Pledge of TDSP Brasil + TD Angola, Lda. + Mortgage of Angolan Hotels: Alvalade and Baía + Mortgage of Mozambican Hotels: Avenida and Tivoli Beira |
| Portugal | BIC | Escrow account | 06/08/2015 | 31/12/2033 | Bank Guarantee from BIC AO to BIC PT + TD Angola, Lda Mortgage (Building No. 2554) - Complexo Comercial e Oficinas Pólo Automóvel in Talatona (Angola) |
| Portugal | Novo Banco | Commercial Paper |
28/12/2015 | 15/06/2027 | Pledge of 1,045,610 Shares in Recolte España + Pledge of 50% of TDE Shares + Pledge of all Shares: Soc. Automóvel Angola + Soc. Distribuição Angola + Pledge of TDSP Brasil + TD Angola, Lda. + Mortgage of Angolan Hotels: Alvalade and Bala + Mortgage of Mozambican Hotels: Avenida and Tivoli Beira |
| Portugal | Novo Banco | Loan | 30/12/2015 | 01/06/2022 | Pledge of 2,006,396 BCP shares + Pledge of all Shares: Soc. Automóvel Angola + Soc. Distribuição Angola + Pledge of TDSP Brasil + TD Angola, Lda. + Mortgage of Angolan Hotels: Alvalade and Bala + Mortgage of Mozambican Hotels: Avenida and Tivoli Beira |
| Portugal | Novo Banco | Commercial Paper |
14/01/2016 | 31/12/2033 | Pledge of all TDGI shares + Pledge of all Shares: Soc. Automóvel Angola + Soc. Distribuição Angola + Pledge of TDSP Brasil + TD Angola, Lda. + Mortgage of Angolan Hotels: Alvalade and Bala + Mortgage of Mozambican Hotels: Avenida and Tivoli Beira |
| Portugal | Caterpillar | Loan | 07/07/2016 | 07/01/2022 | Respective Equipment |
| Portugal | Caterpillar | Loan | 07/08/2016 | 07/02/2022 | Respective Equipment |
| Geography | Bank | Type of financing Contract date | Due Date | Collateral | |
|---|---|---|---|---|---|
| Portugal | Banco Comercial Português |
Loan | 12/08/2016 | 31/12/2033 | Mortgage of Plot 26 of the developments of Magnólia and Coina + Vale Figueira, Leziria Park 2, Villa Rio, Jardins da Póvoa and Póvoa Logistics Park + Pledge of all Shares: Soc. Automóvel Angola + Soc. Distribuição Angola + Pledge of TDSP Brasil + TD Angola, Lda + Mortgage of Angolan Hotels: Alvalade and Baía + Mortgage of Mozambican Hotels: Avenida and Tivoli Beira |
| Portugal | Caixa Geral de Depósitos |
Loan | 12/08/2016 | 31/12/2033 | Mortgage of Plot 26 of the developments of Magnólia and Coina + Vale Figueira, Lezíria Park 2, Villa Rio, Jardins da Póvoa and Póvoa Logistics Park + Pledge of all Shares: Soc. Automóvel Angola + Soc. Distribuição Angola + Pledge of TDSP Brasil + TD Angola, Lda + Mortgage of Angolan Hotels: Alvalade and Baía + Mortgage of Mozambican Hotels: Avenida and Tivoli Beira |
| Portugal | Novo Banco | Loan | 12/08/2016 | 31/12/2033 | Mortgage of Plot 26 of the developments of Magnólia and Coina + Vale Figueira, Lezíria Park 2, Villa Rio, Jardins da Póvoa and Póvoa Logistics Park + Pledge of all Shares: Soc. Automóvel Angola + Soc. Distribuição Angola + Pledge of TDSP Brasil + TD Angola, Lda + Mortgage of Angolan Hotels: Alvalade and Baía + Mortgage of Mozambican Hotels: Avenida and Tivoli Beira |
| Portugal | Caterpillar | Loan | 12/12/2016 | 22/06/2022 | Respective Equipment |
| Portugal | Banco Comercial Português |
Loan | 27/11/2017 | 30/12/2033 Pledge of all Shares: Soc. Automóvel Angola + Soc. Distribuição Angola + Pledge of TDSP Brasil + TD Angola, Lda. + Mortgage of Angolan Hotels: Alvalade and Baía + Mortgage of Mozambican Hotels: Avenida and Tivoli Beira |
|
| Portugal | Banco Comercial Português |
Loan | 30/01/2018 | 30/01/2023 Pledge of all Shares: Soc. Automóvel Angola + Soc. Distribuição Angola + Pledge of TDSP Brasil + TD Angola, Lda. + Mortgage of Angolan Hotels: Alvalade and Baía + Mortgage of Mozambican Hotels: Avenida and Tivoli Beira |
|
| Portugal | Caixa Geral de Depósitos |
Loan | 30/01/2018 | 15/12/2022 Pledge of all Shares: Soc. Automóvel Angola + Soc. Distribuição Angola + Pledge of TDSP Brasil + TD Angola, Lda. + Mortgage of Angolan Hotels: Alvalade and Baía + Mortgage of Mozambican Hotels: Avenida and Tivoli Beira |
|
| Portugal | Banco Comercial Português |
Loan | 24/04/2018 | 31/12/2033 | Pledge of all Shares: Soc. Automóvel Angola + Soc. Distribuição Angola + Pledge of TDSP Brasil + TD Angola, Lda. + Mortgage of Angolan Hotels: Alvalade and Baía + Mortgage of Mozambican Hotels: Avenida and Tivoli Beira |
| Portugal | Caixa Geral de Depósitos |
Loan | 15/12/2018 | 15/06/2022 Pledge of all Shares: Soc. Automóvel Angola + Soc. Distribuição Angola + Pledge of TDSP Brasil + TD Angola, Lda. + Mortgage of Angolan Hotels: Alvalade and Baía + Mortgage of Mozambican Hotels: Avenida and Tivoli Beira |
|
| Brazil | Banco Itaú | Loan | 09/05/2019 | 31/01/2022 Quartier Brooklin Condominium Real Estate Development - São Paulo / Brazil (108 Independent Units) |
|
| Brazil | Banco Bradesco | Loan | 27/06/2019 | 30/04/2022 | Condomínio Loomi Paulista Real Estate Development - São Paulo / Brazil (96 Independent Units) |
| Brazil | Banco Itaú | Loan | 27/12/2019 | 30/09/2022 Condomínio Loomi Klabin real estate development - São Paulo / Brazil (60 Independent Units) |
|
| Portugal | Sandvik credit | Loan | 06/04/2020 | 30/11/2024 | Respective Equipment |
| Portugal | Nordea Bank Abp | Loan | 24/06/2020 | 26/06/2025 | Respective Equipment |
| Brazil | Banco Bradesco | Loan | 04/12/2020 | 31/03/2024 | Real Estate Development Condominium Reserva Alta Vista - São Paulo / Brazil (204 Independent Units) |
| Angola | BIC | Loan | 05/08/2021 | 05/08/2024 | Respective Equipment |
| Colombia | Bancolômbia | Loan | 17/09/2021 | 17/08/2022 | Respective Equipment |
| Brazil | Miscellaneous | Loan | Miscellaneous | Miscellaneous Respective equipment for multiple financing contracts |
As at 31 December 2021 and 2020, the comfort letters provided by TEIXEIRA DUARTE, S.A. and its subsidiaries reached 323,521 thousand euros and 304,012 thousand respectively.
As at 31 December 2021 and 2020, factoring contracts without right of recourse were in force, which were registered as reductions in accounts receivable of the value of 5,393 and 789 thousand euros, respectively. According to the Group's liability is essentially restricted to the guaranteed acceptance of the invoices subject to factoring on the part of the clients.
The Group is exposed to a number of financial risks arising from its activities, among which the following deserve special mention:
interest rate risks arising from financial liabilities;
exchange rate risk resulting essentially from the existence of operations and assets located the Eurozone, specifically Angola, Algeria, Brazil, Colombia, Ecuador, Macambique, Peru and Venezuela, as well as the availability of convertible currencies on some of these markets;
credit risk, particularly from amounts receivable from clients related to the Group's operating activities;
liquidity risk, as regards the maintenance of cash balance stability.
The Group's Financial Department ensures the centralised management of the financing of cash surplus, currency conversion transactions, as well as the Group. In addition to the above, it is responsible for identifying, measuring, proposing and implementing measures to manage/mitigate the financial risks to which the Group is exposed.
Following is a more detailed description of Group's main financial risks and measures implemented to manage them.
The objective of the interest rate risk management policy is the cost of debt subject to the maintenance of a low level of volatility of financial costs.
As at 31 December 2021 the financial liabilities had a variable interest rate of 99.81% (99% as at 31 December 2020) and 0.19% a fixed interest rate (1% as at 31 December 2020).
Had the market interest rates been higher (lower) by 1 p.p. during the periods ended on 31 December 2021 and 2020. the financial results of these periods would have (decreased by (8,148) / 8,148 thousand euros (8,227) / 8,27 thousand euros, respectively.
The Group's operating activities are exposed to variations in the euro exchange rate against other currencies.
In addition, considering the different countries where the Group runs its business, its exchange rate risk by default results from its subsidiaries reporting assets and liabilities in currency of the report, specifically, Angola, Algeria, Brazil, Colombia, Ecuador, Macau, Morocco, Mozambique, Peru and Venezuela.
The exchange rate risk management policy followed by the Group is ultimately aimed at reducing the Group's net income to currency fluctuations.
Assets Liabilities Currencv 2021 2020 2021 2020 Venezuelan Bolivar 2,309 4,345 Algerian Dinar 20,461 19,164 54,181 13,380 Kuwaiti Dinar 5,244 15 6,021 252 Moroccan Dirham 84 495 35 Tunisian Dinar 37 US Dollar 116,095 99,058 42,256 30,606 Cape Verdean Escudo 3 Japanese Yen 54 56 20 17 Pound Sterling 410 477 205 293 Angolan Kwanza 57,287 55,253 87,185 88,550 Mozambican Metical 60,192 37,554 34,903 40,104 Peruvian Novo Sol 4 4 Macanese Pataca (185) 24 22 Colombian Peso 3,219 South African Rand 38 34 20 21 15.927 Brazilian Real 21,196 200 5.201 Qatar Rial 78 544 280,880 214,202 231,092 196,774
The monetary assets and liabilities denominated into euros as at 31 December 2021 and 2020, were as follows:
The management of exchange rate risk is based on the permanent quantification of financial and accounting exposures.
The possible impacts caused on net income in the periods ended on 31 December 2021 and 2020, if a 5% appreciation of the aforementioned currencies were to occur, can be summarised as follows:
| Currency | 2021 | 2020 |
|---|---|---|
| Venezuelan Bolivar | (102) | |
| Algerian Dinar | (1,686) | 289 |
| Kuwaiti Dinar | (39) | (12) |
| Moroccan Dirham | (21) | (2) |
| Tunisian Dinar | (2) | |
| US Dollar | 3,692 | 3,423 |
| Japanese Yen | 2 | 2 |
| Pound Sterling | 10 | 9 |
| Angolan Kwanza | (1,495) | (1,665) |
| Mozambican Metical | 1,264 | (128) |
| Macanese Pataca | (10) | (1) |
| Colombian Peso | (161) | |
| South African Rand | 1 | 1 |
| Brazilian Real | 800 | (786) |
| Qatar Rial | (27) | 4 |
| 2,489 | 871 |
The Board of Directors believes that the sensented above, based on the position on the indicated dates, might not be representative of the exchange rate risk exposure to which the Group is subject over the period.
Credit risk is primarily related to the balances receivable from clients and other debtors related to the Group's operating activities. The deterioration of global economic conditions or adversities that affect the economies on a local, national scale may result in the inability of the Group's clients to meet their obligations, with possible negative effects on the Group.
This risk is monitored on a regular basis by each of the Group's businesses for the purpose of:
limiting credit granted to clients, considering their profile and the account receivable;
monitoring the evolution of the level of credit granted;
As at 31 December 2021 and 2020 Board of Directors believes that the estimated impairment losses of the accounts receivable are adequately disclosed in the financial statements.
As at 31 December 2021 and 2020, the accounts receivable from clients (Note 27) for which no impairment losses were recorded, because the Board of Directors considered that they are realisable, are as follows:
| 2021 | 2020 | |
|---|---|---|
| Balances | ||
| Unexpired | 66.198 | 58.427 |
| Up to 180 days | 33.030 | 41.626 |
| 180 to 360 days | 7,536 | 5,812 |
| Over 360 days | 43,569 | 58,266 |
| 150,333 | 164,131 |
The credit quality of the accounts receivable which are not yet due included in the table above is monitored on a regular basis, based on the objectives described above.
This risk can occur if the sources of financing, such as the cash flows from operating activities, divestment, credit lines and from financing operations, do not meet the financing needs, such as the cash outflows for operating activities and financing, investments, remuneration of shareholders and debt repayment.
As a way of mitigating this risk, the Group seeks to contract new financing and an average debt maturity that allow it to amortise its debt in adequate periods of time.
Financial liabilities maturing within one year are replaced with medium and long-term maturities as deemed appropriate.
The maturity of the financial liabilities as at 31 December 2021 and 2020 is as follows:
| 2021 | |||||||
|---|---|---|---|---|---|---|---|
| Up to 1 year | From 1 to 2 DADDIT |
From 2 to 3 NOOD |
Over 3 years | l otal | |||
| Obtained financing | 171,376 | 63,276 | 56,591 | 487,387 | 778,630 | ||
| Lease liabilities | 6,180 | 5,461 | 4.670 | 16,345 | 32,656 | ||
| Suppliers | 135,977 | 135,977 | |||||
| Advance payments from clients | 161,382 | 37,229 | 198,611 | ||||
| Other debts payable | 28.458 | 24.196 | 52,654 | ||||
| Other liabilities | 96.463 | 1.244 | 97,707 | ||||
| 599,836 | 131,406 | 61,261 | 503,732 | 1,296,235 |
| 2020 | |||||
|---|---|---|---|---|---|
| Up to 1 year | 1 to 2 years | 2 to 3 years | Over 3 years | l otal | |
| Obtained financing | 77,285 | 116,400 | 43,373 | 537,333 | 774,391 |
| Lease liabilities | 6.157 | 5,300 | 4,628 | 19.245 | 35,330 |
| Suppliers | 106,197 | 106,197 | |||
| Advance payments from clients | 126,088 | 42.718 | 6,617 | 7,756 | 183,179 |
| Other debts payable | 15,970 | 5,367 | 21,337 | ||
| Other liabilities | 91,889 | 91,889 | |||
| 423,586 | 169,785 | 54.618 | 564,334 | 1,212,323 |
As at 31 December 2021 and 2020, the amount of disposable cash and the unused amount of the commercial paper programme and credit lines reached 210,189 thousand euros and 210,822 thousand euros, respectively.
The accounting policies established in IFRS 9 for financial instruments were applied to the following items:
| 2021 | ||||
|---|---|---|---|---|
| Loans and | Other liabilities | |||
| accounts | Financial | and financing | ||
| receivable | assets | obtained | Total | |
| Assets: | ||||
| Cash and cash equivalents | 92,847 | 92,847 | ||
| Clients | 150,333 | 150,333 | ||
| Other financial investments at fair value through other comprehensive income | 11,453 | 11,453 | ||
| Other financial investments at amortised cost | 2,752 | 2,752 | ||
| Other credit receivable | 49,921 | 49,921 | ||
| Other assets | 74.662 | 74,662 | ||
| Total financial assets | 367,763 | 14,205 | 381,968 | |
| Liabilities: | ||||
| Obtained financing | 778,630 | 778,630 | ||
| Lease liabilities | 32,656 | 32,656 | ||
| Suppliers | 135,977 | 135,977 | ||
| Advance payments from clients | 198,611 | 198,611 | ||
| Other debts payable | 52,654 | 52,654 | ||
| Other liabilities | 47,881 | 47,881 | ||
| Total financial liabilities | 1,246,409 | 1,246,409 |
| 2020 | ||||
|---|---|---|---|---|
| l oans and | Other liabilities | |||
| accounts | Financial | and financing | ||
| receivable | assets | obtained | Total | |
| Assets: | ||||
| Cash and cash equivalents | 116,215 | 116,215 | ||
| Clients | 164.131 | 164,131 | ||
| Other financial investments at fair value through other comprehensive income | 11,648 | 11,648 | ||
| Other financial investments at amortised cost | 2,569 | 2,569 | ||
| Other credit receivable | 42,453 | 42,453 | ||
| Other assets | 133,412 | 133,412 | ||
| Total financial assets | 456,211 | 14,217 | 470,428 | |
| Liabilities: | ||||
| Obtained financing | 774,391 | 774,391 | ||
| Lease liabilities | 35,330 | 35,330 | ||
| Suppliers | 106,197 | 106,197 | ||
| Advance payments from clients | 183,179 | 183,179 | ||
| Other debts payable | 21,337 | 21,337 | ||
| Other liabilities | 41,801 | 41,801 | ||
| Total financial liabilities | 1,162,236 | 1,162,236 |
Fair value estimate - assets and liabilities measured at fair value
The following table presents the Group's assets and liabilities, measured at fair value as at 31 December 2021 according to the following fair value hierarchy levels:
– Level 1: the fair value of financial instruments is based on lending net market prices as at the statement of financial position;
– Level 2: the fair value of financial instrumed based on lending net market prices, but rather through use of valuation models;
– Level 3: the fair value of financial instrumed based on lending net market prices, but rather through use of valuation models whose main inputs are not observable on the market.
| Category | Item | Level 1 | ||
|---|---|---|---|---|
| Assets: | ||||
| Other financial investments at fair value through other comprehensive income | Shares | 940 | 8.955 | 1.558 |
| Investment properties | Buildings and land | 271,308 |
Except for non-current financial assets and liabilities have short term maturities and so their fair value is considered to be identical to their respective book values.
Most of the financing obtained, as stated in Note 35, is contracted at variable interest rates. Therefore, it is deemed that the corresponding book value (amortised cost) does not differ significantly from the corresponding market value.
In the periods ended on 31 December 2021, the fees for services provided by the auditors to Group companies (Moore Stephens and BDO in Portugal; Moore Stephens and Deloitte in Brazil; Moore Stephens in Spain and Belgium Ernst & Young in Angola and Ernst & Young in Mozambique; as well as other auditors) were as follows:
| 2021 | 2020 | |
|---|---|---|
| Statutory audit services | 776 | 733 |
| Other reliability assurance services | 3 | 3 |
| Tax advisory services | 7 | 17 |
| Other services | 26 | 16 |
| 812 | 769 |
In the periods ended on 31 December 2021 and 2020, the currency conversion adjustments calculated during the conversion of the financial statements of companies denominated in foreign currencies, for each geographic area, were as follows:
| 2021 | 2020 | |
|---|---|---|
| Angola | 78.487 | (107,258) |
| Algeria | 1,107 | (6,037) |
| Brazil | 798 | (39,655) |
| Mozambique | 12,232 | (15,288) |
| Venezuela | 302 | (5,702) |
| Other markets | 792 | (2,047) |
| Total | 93.718 | (175,987) |
The financial statements for the period ended on 31 December 2021 were approved at a meeting of the Board of Directors on 22 April 2022, however, they are still subject to approval under the commercial law in force in Portugal by the General Meeting of Shareholders, whose meeting is scheduled to take place on 23 May 2022.
A court judgement of last resort handed down on 17 February 2022 by an Algerian of proceedings concerning a partner of Teixeira Duarte - Engenharia e Construções, S.A. called into questional and financial conditions that made it possible to ensure the normal execution of six public contracted in this context, despite being a subsequent event, the Board of Directors decided to recognits for the 2021, the effects arising from the suspension of the activity of those six public contracts, the estimated in a worsening of Net Income by 61,120 thousand euros, a reduction of Liabilities by 13,722 thousand euros and a reduction of Assets by 74,842 thousand euros.
Recent geopolitical events, which began on 24 February 2022 as a result of Ukraine, have created a climate of growing political and social instability, of unpredictable proportions and with significant repercussions on global economic activity. Although the Group does not have direct exposure in those countries in conflict, it cannot fail to be affected by the indirect economic impacts that may arise, should the conflict not be resolved in the short term, and which are not estimate reliably.
We are not aware of any other material fact, with an impact on the financial statements consolidated as at 31 December 2021, that occurred between the end of the period and the present date.
The Certified Accountant
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Report, Opinions and Certifications of the Supervisory Bodies 2021
REPORTS AND ACCOUNTS 2021
To the Shareholders.
Pursuant to Article 420(1)(g) of the Commercial Companisory Board presents its report on the supervisory activities that it conducted at TEIXEIRA DUARTE, S.A., as well as its opinion on the report and accounts for the financial year ended on 31 December 2021, and on the proposed appropriation of net income.
The appraised report and accounts were approved by the Board of Directors at a meeting held on 22 April 2022 and include the Consolidated Management Report, Non-Financial Information, the Corporate Report and the Individual and Consolicated Financial Statements.
Under the scope of attributes and competences legally conferred upon us, we monitor the activities of the Company and Group, specifically through the Chairperson of the Supervisory Board's regular participation in the monthly meetings of the Board of Directors, and in other meetings and contacts with the Board of Directors, management and other Group managers, and Audit Firm.
We also held periodic meetings in which we appraised the activity and business of the Group, and compliance with the law and the Articles of Association, and we analysed the interim reports and accounts, including the accounting policies and the adopted valuation criteria, in order to ensure that they lead to a correct appraisal of equity and results.
In addition to these meetings, some of which were held remotely using electronic communication platforms, we supervised the process of preparing and disclosing the annual financial information contained in the accounting documents and:
We understand that the audit services were provided independently, under the terms of current legislation, and the Audit Firm has declared that it has not rendered any other permitted services.
We draw attention to the situation arising from the suspension of some businesses in the Venezuelan and Algerian markets, for the reasons set out in the management report, and whose negative effects are, with the information currently available, reflected in the 2021 financial statements and disclosed in the accountability in approval.
Accordingly, taking into account the information provided to us by the Board of Directors and the Company's Services, as well as the conclusions contained in the Legal Certification of Accounts and Audit Report on the individual and consolidated financial statements issued by the Audit Firm, we are of the opinion that;
Pursuant to Article 245(1)(c) of the Portuguese Securities Market Code, the Supervisory Board state that, to the best of their knowledge, the annual accounts and other documents were prepared in accordance with the applicable accounting standards, giving a true and fair view of the assets and liabilities, financial situation and net income of TEIXEIRA DUARTE, S.A. and the companies included in the consolidation perimeter. They also state that the management report faithfully sets out the evolution of the businesses, the performance and financial position of TEIXEIRA DUARTE, S.A., and of the companies included in the consolidation perimeter, and that the aforementioned report contains a description of the main business.
Lisbon, 29 April 2022
Óscar Manuel Machado de Figueiredo – Chairman
Ana Cristina Louro Ribeiro Doutor Simões - Director
João Salvador dos Santos Matias – Member

Moore Stephens & Associados, SROC, S.A.
Av. Miguel Bombarda 36, 6° 1050-165 Lisboa, Portugal T +351 218 471 933 www.moore.pt
(Free translation from a report originally issued in Portuguese language. In case of doubt, the Portuguese version will always prevail.)
We have audited the accompanying financial statements of Teixeira Duarte, S.A. (the Entity), which comprise the balance sheet as at 31 December 2021 (showing a total of 1,019,002 thousand euros and total equity of 205,915 thousand euros, including a net loss for the year of 125,858 thousand euros), the income statement by nature, the changes in equity and the cash flow statement for the year then ended, and the notes to the financial statements, including a summary of significant accounting policies.
In our opinion, the accompanying financial statements give a true and fair view, in all material respects, of the financial position of Teixeira Duarte, S.A. as at 31 December 2021, and of its financial performance and its cash flows for the year then ended in accordance with Accounting and Financial Reporting Standards adopted in Portugal under the Portuguese Accounting System.
We conducted our audit in accordance with International Standards on Auditing (ISAs) and further technical and ethical standards and guidelines as issued by Ordem dos Revisores Oficiais de Contas (the Portuguese Institute of Statutory Auditors). Our responsibilities under those standards are further described in the "Auditor's Responsibilities for the Financial Statements" section below. We are independent of the Entity in accordance with the law and we fulfilled other ethical requirements in accordance with the Portuguese Institute of Statutory Auditors' code of ethics.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current year. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
SUMMARY OF OUR RESPONSE
As disclosed in notes 3.2 a), 9 and 10 to the financial statements, the financial investments in subsidiaries, in the amount of 957,981 thousand euros, are valued by the equity method.
The valuation of the Entity's financial investments was considered a relevant matter in our audit, because the carrying amount of these assets is significant and the measurement process adopted is complex, given the large number of direct and indirect shareholdings and the diversity of the geographies in which the subsidiaries operate.
In the period ended 31 December 2021, the Entity recognized net losses imputed to subsidiaries, in the net amount of 102,183 thousand euros, which includes the loss occurred in the subsidiary Teixeira Duarte - Engenharia e Construções, S.A. in the amount of 112,827 thousand euros.
In order to validate the adequate valuation of the financial holdings we have performed several audit procedures in order to mitigate the risks of material distortion in this area, highlighting the following:
As mentioned in Note 25 to the financial statements, the Board of Directors decided to recognise in the accounts of the subsidiary Teixeira Duarte - Engenharia e Construções, S.A., for the period ended 31 December 2021, the effects of a final court sentence, issued on 17 February 2022, by an Algerian court, which called into question the operational and financial conditions that would ensure the normal execution of six public works contracts contracted in Algeria.
The effects arising from the suspension of the activity of the referred works had a significant impact on the financial statements, which is reflected in the reduction of the value of the financial investment and of the result of that subsidiary, in the amount of 61,120 thousand euros
Considering the nature and extension and the fact that it is an adjustable subsequent event, we understand that we should classify this matter as of the greatest relevance for our audit.
Our audit approach included the execution of various procedures in order to mitigate the risks of material distortion, highlighting the following:
Management is responsible for:
The supervisory body is responsible for overseeing the Entity's financial reporting process.
Our responsibility is to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
As part of an audit in accordance with ISAs, we exercise professional judgment and maintain professional scepticism throughout the audit. We also:
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Our responsibility also includes the verification that the information contained in the management report is consistent with the financial statements, and the verifications under nr. 4 and nr. 5 of article 451 of the Portuguese Companies' Code in matters of corporate governance, as well as the verification that the non-financial statement and the remunerations report have been presented.
Pursuant to article 451, nr. 3, al. e) of the Portuguese Companies' Code, it is our opinion that the management report was prepared in accordance with the applicable legal and regulatory requirements and the information contained therein is consistent with the audited financial statements and, having regard to our knowledge and assessment over the Entity, we have not identified any material misstatements. However, we should point out that the Entity did not prepare an independent management report on the individual activity since, as usual, all relevant information will be included in the consolidated management report. As referred to in article 451, nr. 7 of the Portuguese Companies' Code this opinion is not applicable to the non-financial statement included in the management report.
Pursuant to article 451, nr. 4, of the Portuguese Companies' Code, it is our opinion that the corporate governance report includes the information required to the Entity to provide as per article 29-H of the Securities Code, and we have not identified material misstatements on the information provided therein in compliance with paragraphs c), d), f), h), i) and I) of nr. 1 of that article.
In compliance with paragraph 6 of article 451 of the Portuguese Companies' Code, we hereby inform that the Entity has included in its management report the non-financial statement, as provided for in article 66-B of the Portuguese Companies' Code.
Pursuant to article 26-G, nr. 6 of the Securities Code, we inform that the Entity has included in the Corporate Governance Report, in a separate chapter, the information provided in nr. 2 of that article.
Pursuant to article 10 of the Regulation (EU) nr. 537/2014 of the European Parliament and of the Council, of 16 April 2014, and in addition to the key audit matters mentioned above, we also report the following:
Lisbon, 29 April 2022
MOORE STEPHENS & ASSOCIADOS, SROC, S.A. Represented by António Gonçalves Monteiro ROC Nº 382, CMVM Registration Nº 20160109

Moore Stephens & Associados, SROC, S.A.
Av. Miguel Bombarda 36, 6° 1050-165 Lisboa, Portugal T +351 218 471 933 www.moore.pt
(Free translation from a report originally issued in Portuguese language. In case of doubt, the Portuguese version will always prevail.)
We have audited the accompanying consolidated financial statements of Teixeira Duarte, S.A. (the Group), which comprise the consolidated statement of financial position as at 31 December 2021 (showing a total of 1,647,705 thousand euros and a total equity of 189,205 thousand euros, including a net loss for the year of 119,140 thousand euros), the consolidated income statement by nature, the consolidated statement of comprehensive income, the consolidated statement of changes in equity and the consolidated statement of cash flows for the year then ended, and notes to the consolidated financial statements, including a summary of significant accounting policies.
In our opinion, the accompanying consolidated financial statements give a true and fair view, in all material respects, of the consolidated financial position of Teixeira Duarte, S.A. as at 31 December 2021, and of its consolidated financial performance and its consolidated cash flows for the year then ended in accordance with the International Financial Reporting Standards as endorsed by the European Union.
We conducted our audit in accordance with International Standards on Auditing (ISAs) and further technical and ethical standards and guidelines as issued by Ordem dos Revisores Oficiais de Contas (the Portuguese Institute of Statutory Auditors). Our responsibilities under those standards are further described in the "Auditor's Responsibilities for the Consolidated Financial Statements" section below. We are independent of the entities comprising the Group in accordance with the law and we have fulfilled other ethical requirements in accordance with the Portuguese Institute of Statutory Auditors' code of ethics.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements of the current year. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
| KEY AUDIT MATTERS | SUMMARY OF OUR RESPONSE |
|---|---|
As disclosed in Note 7 to the consolidated financial statements, the Group's activity is spread over 6 business areas, with operations in 7 countries, with different economic contexts and operational risks.
The Group's activity outside Portugal represents 63.5% of its turnover. As mentioned in Note 41 to the consolidated financial statements, several territories where the Group operates are subject to significant exchange rate fluctuations of their currencies against the Euro.
The exposure to the currencies of those countries and the worsening of the global economic environment bring increased risks to the Group, namely
Due to their significance and unpredictability, we consider these issues as relevant matters on our audit.
Our audit approach included the execution of several procedures in order to mitigate the risks of material misstatement, highlighting the following:
As explained in Note 7 to the consolidated financial statements, the Group's revenue comes from several business areas, being construction the most relevant segment, representing 55.8% of revenue (55.5% in 2020).
As referred to in Note 2.21 to the consolidated financial statements, revenue and expenses arising from the construction segment are recognised in accordance with IFRS 15 -"Revenue from Contracts with Customers", which establishes that revenue and margins associated with construction contracts in progress are recognised according to the percentage of completion, determined by the ratio between costs incurred and total estimated costs for each contract.
Given the uncertainty and complexity of the judgements associated to the estimates of the costs to be incurred until the conclusion of the works, we consider this matter relevant for the purposes of our audit.
We performed several audit procedures in order to mitigate the risks of material misstatement in this area, highlighting the following:
As disclosed in Note 27 to the consolidated financial statements, the accumulated impairment losses on trade receivables represent 105,095 thousand euros, about 41.1% of the total (255,428 thousand euros), and were increased in the period by 24,667 thousand euros.
The Group recognises the expected impairment losses on trade receivables, in accordance with IFRS 9 - Financial Instruments, being the amount of accumulated impairment updated at each reporting date, in order to reflect the changes in credit risk occurred since the initial recognition of the respective assets.
The estimation of impairment losses is based on an uncollectibility matrix, based on the credit history of the Group's customers, adjusted by specific identifiable factors such as geography business unit, type of debtor, level of solvency and the general worsening of the operational and financial conditions of customers from different geographies.
We consider this issue to be a relevant audit subject, mainly due to the fact that credit recovery, in some geographies, is particularly time consuming and the estimates used by management involve a high degree of judgement.
We performed several audit procedures in order to mitigate the risks of material misstatement in this area, highlighting the following:
As described in Note 2.4 to the consolidated financial statements, the Group measures intangible assets at cost less accumulated amortization and impairment losses. Intangible assets are derecognized when it is no longer expected that future economic benefits will flow from them.
As mentioned in Note 19 to the consolidated financial statements, as a result of the termination of the exploitation concession of the Puerto de La Guaira, in Venezuela, the Group recognized an impairment loss of 28,947 thousand euros in 2021, equivalent to the net value at which the referred concession was recognized in the accounts
Taking into consideration the expression of this asset and the impairment recognized, and also the fact that this is an extraordinary event, justifies that this matter be treated as a relevant matter in our audit.
We performed audit procedures in order to mitigate the risks of material misstatement in this area, highlighting the following:
The investment properties held by the Group represent about 16% of the total assets.
The consolidated statement of financial position of the Group, at 31 December 2021, shows a total of 271,308 thousand euros referring to investment properties (234,235 thousand euros at 31 December 2020). As described in Notes 2.2, 2.8 and 21 to the consolidated financial statements, investment properties are measured at fair value, determined by valuations performed by specialised independent entities.
The investment properties are substantially located in Portugal, where they have a positive fair value net change of 18.616 thousand euros and in Angola, where they have a negative fair value net change of 9.552 thousand euros.
Taking into consideration the expression of these assets in the consolidated financial statements and the judgement involved in the determination of the fair value, justifies that this was treated as a relevant matter in our audit
We have performed audit procedures in order to mitigate the risks of material misstatement in this area, highlighting the following:
As described in Note 26 to the consolidated financial statements. at 31 December 2021, the balance of the deferred tax assets item amounts to 166,192 thousand euros and is made up as follows:
Under the terms of IAS12 - "Income Taxes", deferred tax assets can only be recognised to the extent that it is probable that future taxable profits will be available against which such assets can be recovered.
The Group has prepared an estimate of taxable profits for future periods, based on its business plan and other assumptions made by management.
Taking into consideration the nature, extent and risk of recoverability of this class of assets, we believe that this matter is of particular relevance to our audit.
Our audit approach included the execution of various procedures in order to mitigate the risks of material distortion in this area, highlighting the following:
Analysis of the applicability of the legal regulations that recognise the right to deduct tax losses from future taxable profits;
Verification that the recognition of deferred tax assets was carried out in accordance with the applicable regulations;
Evaluation of the judgements and assumptions adopted by the management body that serve as a basis for the projections made, which led to the determination of future taxable profits;
Search for occurrences or situations that may indicate possible risks in the recovery of deferred tax assets, namely due to the expiration of the right to deduct: and
Validation of the disclosures included in the notes to the consolidated financial statements.
As mentioned in Note 47 to the consolidated financial statements, the Board of Directors decided to recognise in the accounts, for the period ended 31 December 2021, the effects of a final court sentence, issued on 17 February 2022, by an Algerian court, which called into question the operational and financial conditions that would ensure the normal execution of six public contracts in Algeria.
The effects of the suspension of the activity of the referred works had a significant impact on the consolidated financial statements, which will result into a net reduction of assets and liabilities, in the total amount of 61,120 thousand euros, against an increase of the consolidated net loss, by the same amount.
Considering the nature and extension and the fact that it is an adjustable subsequent event, we understand that we should classify this matter as of the greatest relevance for our audit.
Our audit approach included the execution of various procedures in order to mitigate the risks of material distortion, highlighting the following:
Management is responsible for:
The supervisory body is responsible for overseeing the Group's financial reporting process.
Our responsibility is to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
As part of an audit in accordance with ISAs, we exercise professional judgment and maintain professional scepticism throughout the audit. We also:
Our responsibility also includes the verification that the information contained in the management report is consistent with the consolidated financial statements, and the verifications under nr. 4 and nr. 5 of article 451 of the Portuguese Companies' Code in matters of corporate governance, as well as the verification that the non-financial statement and the remunerations report have been presented.
Pursuant to article 451, nr. 3, al. e) of the Portuguese Companies' Code, it is our opinion that the consolidated management report was prepared in accordance with the applicable legal and regulatory requirements and the information contained therein is consistent with the audited consolidated financial statements and, having regard to our knowledge and assessment over the Group, we have not identified any material misstatements. As referred to in article 451, nr. 7 of the Portuguese Companies' Code this opinion is not applicable to the non-financial statement included in the consolidated management report.
Pursuant to article 451, nr. 4, of the Portuguese Companies' Code, it is our opinion that the corporate governance report includes the information required to the Group to provide as per article 29-H of the Securities Code, and we have not identified material misstatements on the information provided therein in compliance with paragraphs c), d), f), h), i) and I) of nr. 1 of that article.
The consolidated financial statements of Teixeira Duarte, S.A. for the year ended 31 December 2021 have to comply with the applicable requirements established by the European Commission Delegated Regulation 2019/815 of 17 December 2018 (ESEF Regulation).
Management is responsible for the preparation of the annual report in accordance with the ESEF Regulation.
Our responsibility is to obtain reasonable assurance about whether the consolidated financial statements, included in the annual report, have been prepared in accordance with the requirements of the ESEF Regulation.
Our procedures considered the OROC (Portuguese Institute of Statutory Auditors) technical application guide on ESEF reporting and included, amongst others:
In our opinion, the consolidated financial statements, included in the annual report, are presented, in all material respects, in accordance with the requirements established by the ESEF Regulation.
In compliance with paragraph 6 of article 451 of the Portuguese Companies' Code, we hereby inform that the Group has included in its consolidated management report the non-financial statement, as provided for in article 66-B of the Portuguese Companies' Code.
Pursuant to article 26-G, nr. 6 of the Securities Code, we inform that the Group has included in the Corporate Governance Report, in a separate chapter, the information provided in nr. 2 of that article.
Pursuant to article 10 of the Regulation (EU) nr. 537/2014 of the European Parliament and of the Council, of 16 April 2014, and in addition to the key audit matters mentioned above, we also report the following:
Lisbon, 29 April 2022
MOORE STEPHENS & ASSOCIADOS, SROC, S.A. Represented by António Gonçalves Monteiro ROC Nº 382, CMVM Registration Nº 20160109
Lagoas Park, Edifício 2 2740-265 Porto Salvo Tel: (+351) 217 912 300 Fax: (+351) 217 941 120 E-mail: [email protected] Website: www.teixeiraduarte.com
Av. da Indústria, 540 2870-635 Alto do Estanqueiro Jardia – Montijo Tel: (+351) 219 948 000 Fax: (+351) 210 096 888 Rua das Pretas, 4 - 4º Dto. 9000-049 Funchal - Madeira Tel: (+351) 291 206 930
Rotunda Engº Edgar Cardoso, nº 23 - Piso 8 4400-676 Vila Nova de Gaia Tel: (+351) 226 166 180 Fax: (+351) 226 104 297
GLOBAL NET DISTRIBUTORS (PTY) LTD Office 08-09 15th Floor Sandton The Forum, Sandton Maude Street - Sandton 2196 - Johannesburg (+27) 711615033 (+27) 823760615
Avenida Pedro de Castro Van-Dúnem Loy Baixo Morro Bento (Maxipark) Edifício Teixeira Duarte, 387 - Luanda Tel: (+244) 222 641 500 Fax: (+244) 222 641 560
Rua S/N, Zona Industrial Polo Operacional de Viana Edifício Central Viana – Luanda
08 Route Ben Aknoun - El Biar 16030 Algiers Tel: +213 (0) 21 92 74 33
Avenue Jean Monnet, 1 1348 LOUVAIN-LA-NEUVE Tel: (+32) 2 318 38 04
Av. das Nações Unidas, 12.901, 2º andar, cj. 201, Torre Norte – CENU Brooklin Novo – São Paulo – SP CEP 04578-910 Tel: (+55) 113 585 08 00
Rua Iguatemi, 448 - 10° Andar Itaim Bibi - São Paulo - SP CEP 01451 - 010 Tel: (+55) 112 144 57 00
Av. Paulo Ferreira da Costa, 553 Vista Alegre - Lagoa Santa - MG CEP 33400-000 Tel: (+55) 313 311 47 88
Travessa do Moinho de Vento, Nº 1, 2.º Andar do Prédio Amarelo, Encosta de Chã de Areia CP. 156-C - Cidade da Praia
Avenida Dr. Mário Soares, nº 25 Edifício Montepio, Ap. 26-28, 3º Andar - Macau Tel: (+853) 28 780 288 Fax: (+853) 28 780 188
Carrera 11, 94-02 - Oficina 201 Edifício Centro de Negócios Manhatan Bogotá Tel: (+57) 1 6754530
Avenida 12 de Octubre, nº 24-660 Calle Francisco Salazar, Edifício Concorde, Piso 11 Quito - Ecuador
Avenida Alberto Alcocer, nº 24 - 7º C 28036 Madrid Tel: (+34) 915 550 903 Fax: (+34) 915 972 834
1030 Salem Road Union, NJ 07083
16800 Dallas Pkwy., Ste. 240, Dallas, TX 75248-1991 Phone: +1 (469) 655-5845
11, Bis, Passage Dartois Bidot 94100 Saint-Maur des Fosses
z.I. Owendo BP: 2198 Libreville Phone: (+241) 66 8 09 84
Mazaya Towers, Tower 2, 8th Floor Khalid Ibn Al Waleed St., Block 3, Mirqab Kuwait City Phone: (+965) 2228 2382
Angle BD Anfa et Rue Clos de Province, Nº 2, 6ème Étage, Nº 6B 20040 Casablanca Tel: (+212) 223 62 890 Fax: (+212) 223 62 647
Avenida 24 de Julho, número 11, 3º piso Polana Shopping Tel: (+258) 214 914 01 Fax: (+258) 214 914 00
Avenida Javier Prado Este Nº 560 Int.1601 San Isidro – Lima
Al Mana Plaza, 1st Floor, Office 101 Qatari Bin Fujaah St., Bin Mahmoud PO Box 7098 Doha – Qatar Tel: (+974) 4498 9556
Davidson House, Forbury Square Reading, RG1 3EU Tel: (+44) 1189 001440
Av. Venezuela del Rosal, con Calle Mohedano, Torre JWM, frente al BOD, piso 5, El Rosal 1060 Caracas Tel: (+58) 212 951 2012 Fax: (+58) 212 953 7409

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