Annual Report • Apr 13, 2010
Annual Report
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(Translated from the Portuguese Original)
CIMPOR - CIMENTOS DE PORTUGAL, SGPS, S.A. Public Company – Head Office: Rua Alexandre Herculano, 35 - 1250-009 LISBON – Share Capital: 672,000,000 Euros Tax and Lisbon Companies Registry Registration number: 500 722 900
CIMPOR is an international cement Group - ranked among the world's top ten - with head office and decision centre in Portugal. At the end of 2009 the Group was operating in thirteen countries spread over four continents, managing an installed cement production capacity of 33.5 million tonnes/year (consuming its own clinker).
The Group's core business is the production and sale of cement. It is the domestic market leader in Portugal, Cape Verde and Mozambique. Concrete, aggregates and mortars are manufactured and sold through the vertically integrated businesses. These products generated consolidated sales of EUR 2.085 billion in 2009.
The CIMPOR Group, as a pioneer in the concept of sustainable development and one of the world's main players in the movement towards consolidation of the sector, aims to continue on the path of growth and internationalization, remaining loyal to that concept whilst maintaining its independence from other large cement producers and keeping its decision centre in Portugal.
| Consolidated Data | Unit | 2009 | 2008 | Change | 2007 |
|---|---|---|---|---|---|
| Installed Capacity (Cement) (1) | $10$ ton | 33 540 | 30 985 | 8.2% | 28 360 |
| Group Sales | |||||
| Cement and Clinker | $\ensuremath{\mathsf{3}}$ 10 ton |
27 402 | 26 807 | 2.2% | 24 547 |
| Concrete | $10m^3$ | 7 2 6 4 | 8567 | $-15.2%$ | 8664 |
| Aggregates | 10 ton | 13891 | 16 109 | $-13.8%$ | 15 196 |
| Mortar | $\overline{3}$ 10 ton |
543 | 562 | $-3.5%$ | 543 |
| Turnover | $106$ euros | 2085.5 | 2 088.9 | $-0.2%$ | 1966.1 |
| Payroll Expenses | $106$ euros | 249.6 | 224.9 | 11.0% | 207.1 |
| Operating Cash Flow (EBITDA) | $10^{6}$ euros | 605.9 | 586.3 | 3.3% | 607.0 |
| Operating Income (EBIT) | $10^{6}$ euros | 376.9 | 392.6 | $-4.0%$ | 438.1 |
| Net Financial Expenses | $10^{6}$ euros | $-63.1$ | $-134.4$ | S.S. | $-48.0$ |
| Current Income | $10^{6}$ euros | 313.8 | 258.3 | 21.5% | 390.1 |
| Net Income after Minority Interests | $106$ euros | 237.0 | 219.4 | 8.0% | 304.1 |
| Total Assets | $106$ euros | 4927.4 | 4 6 1 5 . 3 | 6.8% | 4834.0 |
| Shareholders' Equity | $106$ euros | 1830.5 | 1505.1 | 21.6% | 1796.4 |
| Minority Interests | $106$ euros | 92.5 | 110.7 | $-16.5%$ | 102.9 |
| Net Financial Debt (2) | $106$ euros | 1698.7 | 1862.6 | $-8.8%$ | 1 3 5 9 . 3 |
| Capital Employed | $106$ euros | 3718.6 | 3 3 8 2.5 | 9.9% | 3 2 1 4.6 |
| Capital Invested | $10^{6}$ euros | 3 8 2 3.4 | 3703.2 | 3.2% | 3 4 9 8.4 |
| Employees (31 Dec) | Unit | 8693 | 8 3 6 9 | 3.9% | 7608 |
| Turnover / Employee | $103$ euros | 239.1 | 256.5 | $-6.8%$ | 279.5 |
| Value Added / Employee | $10^3$ euros | 98.1 | 99.6 | $-1.5%$ | 115.7 |
| Net Investment | |||||
| Goodwill (Subsidiaries) | $106$ euros | 0.2 | 167.2 | $-99.9%$ | 335.5 |
| Tangible Fixed Assets | $10^{6}$ euros | 224.3 | 423.1 | $-47.0%$ | 496.2 |
| Operating CF / Turnover (EBITDA Margin) | 29.1% | 28.1% | 30.9% | ||
| Operating Income / Turnover (EBIT Margin) | 18.1% | 18.8% | 22.3% | ||
| Return on Equity (ROE)(3) | 15.2% | 14.9% | 16.6% | ||
| Return on Capital Employed (ROCE) (3) (4) | 9.1% | 9.1% | 11.7% | ||
| Net Financial Debt / Capital Invested | 44.4% | 50.3% | 38.9% | ||
| Market Capitalisation (31 Dec) | $106$ euros | 4 3 2 0 | 2 3 3 9 | 84.7% | 4 0 3 2 |
| Net Earnings per Share (EPS) (3) | euros | 0.388 | 0.368 | 5.2% | 0.415 |
| Price (31 Dec) / Price Earnings per Share (PER) | 16.6 | 9.4 | 14.5 |
Reduction of the share capital of Cecime Cimentos, S.A. from EUR 6.3 million to EUR 100,000 and subsequent increase of share capital from EUR 100,000 to EUR 115,000, fully subscribed and paid up by Kandmad, SGPS, S.A..
Cimpor Indústria de Cimentos, S.A. obtains a licence to recover waste at the Loulé manufacturing plant.
• Award of the contract to install a new fabric filter on one of the kilns of Amreyah Cement Company, S.A.E..
Start of business activity in the aggregates segment.
Renewal of ISO 14001:2004 Environmental Management certification and OHSAS 18001:2007 Occupational Health and Safety certification by the São Miguel dos Campos, Candiota, Nova Santa Rita, João Pessoa, Cajati and Brumado plants and attainment of the same certifications by the Cezarina and Campo Formoso plants and also by the offices in Recife and São Paulo.
• Conclusion of the installation of a new fabric filter on the clinker cooler at the Matola plant and operational start-up of a new cement grinding unit at the same plant (500 thousand ton per day).
• Approval by the Ministry of Planning and Development of the project to construct a clinker production line with a capacity of 1,500 ton/day, including a new grinding and bagging facilities, to be contracted at the Dondo plant (Beira), at a first stage.
• Issue by Shree Digvijay Cement Co. Ltd. of convertible preferred shares in the amount of INR 870 million, entirely subscribed by Cimpor Inversiones S.A..
| Chairman | Ricardo Manuel Simões Bayão Horta * |
|---|---|
| Directors | Luís Eduardo da Silva Barbosa |
| Vicente Árias Mosquera | |
| António Sarmento Gomes Mota | |
| José Manuel Baptista Fino | |
| Jorge Humberto Correia Tomé | |
| José Enrique Freire Arteta | |
| Jorge Manuel Tavares Salavessa Moura | |
| Luís Filipe Sequeira Martins * | |
| Manuel Luís Barata de Faria Blanc * | |
| António Carlos Custódio de Morais Varela * | |
| Luís Miguel da Silveira Ribeiro Vaz * | |
| Pedro Manuel Abecassis Empis | |
* Executive Committee
| Chairman Members |
Ricardo José Minotti da Cruz Filipe Luís Black Freire d'Andrade J. Bastos, C. Sousa Góis & Associados, SROC, Lda., |
|---|---|
| Substitute Member | represented by Jaime de Macedo Santos Bastos João José Lopes da Silva |
| Statutory Auditor | Deloitte & Associados, SROC, S.A., represented by João Luis Falua Costa da Silva |
| General Meeting | |
| Chairman Vice-Chairman |
Luís Manuel de Faria Neiva dos Santos Rodrigo de Melo Neiva dos Santos |
| Company Secretary | |
| Secretary Substitute Secretary |
Jorge Manuel da Costa Félix Oom António Henrique Pascoal Machado |
| • • • • |
Profile of the CIMPOR Group Key Financials Corporate Highlights Governing Bodies |
1 2 4 9 |
|---|---|---|
| DECLARATION OF CONFORMITY (pursuant to Article 245(1)c) of the Portuguese Securities' Code) |
14 | |
| CORPORATE GOVERNANCE REPORT | 15 | |
| 0. | Declaration of Compliance 0.1. Recommendations Adopted and Not Adopted 0.2. Comply or Explain 0.2.1.Blocking of Shares in the event of Suspension of the General Meeting 0.2.2. Independence of the Chairman of the Audit Board 0.2.3. Statement on Remuneration Policy 0.2.4. Disclosure of Remunerations 0.2.5. Coordination of the Work of Non-Executive Directors |
17 17 19 19 19 20 21 21 |
| I. | General Meeting I.1. General Meeting Board I.2. Admission to the General Meeting and Exercising Voting Rights I.3. The Company's Remuneration Policy and Assessment of the Board of Directors I.4. Corporate Control Measures |
22 22 23 24 25 |
| II. | Management and Supervisory Bodies II.1. Governing Bodies II.1.1. Audit Board and Statutory Auditor II.1.2. Board of Directors II.1.2.1. Overview of the Board of Directors II.1.2.2. Method of Functioning of the Management Body II.1.3. Governance Model II.1.4. Committees with Management and Supervisory |
26 26 26 28 30 31 34 |
| Powers II.1.4.1. Executive Committee II.1.4.2. Corporate Governance, Sustainability and |
35 35 |
|
| Social Responsibility Committee II.1.4.3. Appointments and Assessment Committee II.1.4.4. Strategy and Investment Committee II.2. Organisational Structure II.2.1. CIMPOR Group II.2.2. CIMPOR Holding II.2.3. Shared Services II.2.4. Cimpor Tec II.3. Internal Control and Risk Management |
36 37 37 40 40 41 43 45 46 |
| II.4. Remuneration | 48 | |
|---|---|---|
| II.4.1. Remuneration Committee | 48 | |
| II.4.2. Remuneration Policy and Disclosure of Remunerations | 48 | |
| II.5. Policy on the Reporting of Irregularities | 51 | |
| II.6. Codes of Conduct of the Governing Bodies | 52 | |
| III. Information | 53 | |
| III.1. Share Capital and Shareholder Structure | 53 | |
| III.2. Amendments to the Articles of Association | 55 | |
| III.3. Stock Market Performance of CIMPOR shares | 55 | |
| III.4. Dividend Distribution Policy | 58 | |
| III.5. Stock Award and Stock Option Plans | 59 | |
| III.5.1. Employee Stock Purchase Plan for 2009 |
59 | |
| III.5.2. Stock Option Award Plans for | ||
| Directors and Managers of the Group - 2009 Series | 60 | |
| III.5.3. Options Granted, Exercised and Extinguished | 61 | |
| III.6. Business and Transactions between the Company and Members of its Management and | ||
| Supervisory Bodies, Shareholders of Qualifying Holdings or Companies with which it | ||
| has a Control or Group Relationship | 62 | |
| III.7. Investor Relations Office | 63 | |
| III.8. External Auditor | 64 | |
| Annex I - Members of the Management and Supervisory Bodies | 66 | |
| Annex II – Remuneration of Members of the Board of Directors | 75 | |
| REPORT ON THE GROUP'S BUSINESS ACTIVITY | 76 | |
| 1. | Macroeconomic and Sectorial Background | 77 |
| 1.1. Evolution of the World Economy |
77 | |
| 1.2. Evolution of the Cement Sector |
78 | |
| 2. | Review of the Group's Results | 79 |
| 2.1. Summary of the Overall Business |
79 | |
| 2.1.1. Operating Income |
79 | |
| 2.1.2. Sales and Turnover |
81 | |
| 2.1.3. Financial Income and Taxes |
83 | |
| 2.1.4. Financial Situation |
83 | |
| 2.2. Portugal |
88 | |
| 2.3. Spain |
89 | |
| 2.4. Morocco |
90 | |
| 2.5. Tunisia |
92 | |
| 2.6. Egypt |
93 | |
| 2.7. Turkey |
94 | |
| 2.8. Brazil |
95 | |
| 2.9. Mozambique |
96 | |
| 2.10. South Africa |
97 | |
| 2.11. China |
99 | |
| 2.12. India |
100 | |
| 2.13. Cape Verde |
101 | |
| 3. | CIMPOR TEC's Business | |
| 102 |
| 4. | Sustainability and Social Responsibility 4.1. Sustainable Development 4.2. Social Responsibility |
103 103 105 |
|---|---|---|
| 5. | Human Resources | 106 |
| 6. | Occupational Health and Safety | 109 |
| 7. | Financial and Risk Management Policy 7.1. Financial Debt Management 7.2. Risk Management Policy 7.2.1. Financial Risk Management 7.2.2. Asset Risk Management |
112 112 115 115 116 |
| 8. | Outlook for 2010 8.1. Overall 8.2. CIMPOR Group |
117 117 117 |
| 9. | Subsequent Events | 120 |
| CONSOLIDATED FINANCIAL STATEMENTS | 122 | |
| • Consolidated Statements of Comprehensive Income for the Years ended 31 December 2009 and 2008 • Consolidated Statement of Financial Position at 31 December 2009 and 2008 |
123 124 |
|
| • Consolidated Statement of Changes in Shareholders' Equity for the Years ended on 31 December 2009 and on 31 December 2008 • Consolidated Cash Flow Statements for the Years ended 31 December 2009 and 2008 • Notes to the Consolidated Financial Statements for the Year ended on 31 December 2009 |
125 126 127 |
|
| Holders of Qualifying Shareholdings Shareholdings of Members of Board of Directors and Audit Committee |
231 232 |
|
| Report and Opinion of the Audit Board Statutory Audit Certificate and Auditor's Report |
251 257 |
|
259
292 294
| I – DIRECTORS' REPORT | 261 |
|---|---|
| 1. Summary of the Business 2. Legal Information 3. Subsequent Events 4. Outlook for 2010 5. Proposed Appropriation of Profits |
262 262 263 263 263 |
| II – FINANCIAL STATEMENTS OF THE HOLDING COMPANY | 265 |
| • Balance Sheets for the Years ended 31 December 2009 and 2008 • Statements of Profit and Loss for the Years Ended on 31 December 2009 and 2008 • Statements of Changes in Shareholders' Equity for the Years Ended on 31 December 2009 |
266 267 |
| and 2008 • Cash Flows Statements for the Years Ended on 31 December 2009 and 2008 • Notes to the Financial Statements as at 31 December 2009 |
268 269 271 |
(pursuant to Article 245(1)c) of the Portuguese Securities' Code)
As far as we are aware: the information set forth in Article 245(1)c) of the Portuguese Securities' Code was drawn up in conformity with the applicable accounting standards, providing an accurate and appropriate view of the assets and liabilities, the financial situation and the profits of CIMPOR – Cimentos de Portugal, SGPS, S.A. and the companies included in the consolidation perimeter (CIMPOR Group). The directors' report faithfully provides an account of the evolution of the business, the performance and the position of the CIMPOR Group and it contains a description of the main risks and uncertainties its is faced with.
Lisbon, 7 April 2010
Ricardo Manuel Simões Bayão Horta
| Luís Eduardo da Silva Barbosa | Vicente Árias Mosquera |
|---|---|
| António Sarmento Gomes Mota | José Manuel Baptista Fino |
| Jorge Humberto Correia Tomé | José Enrique Freire Arteta |
| Jorge Manuel Tavares Salavessa Moura | Luís Filipe Sequeira Martins |
| Manuel Luís Barata de Faria Blanc | António Carlos Custódio de Morais Varela |
| Luís Miguel da Silveira Ribeiro Vaz | Pedro Manuel Abecassis Empis |
CIMPOR – Cimentos de Portugal, SGPS, S.A. ("CIMPOR" or "the Company") has, for a long period of time, been committed to dealing appropriately with issues related to the corporate governance of companies issuing shares that are admitted to trading on a regulated market, as well as the periodic disclosure to stakeholders, the wider financial community, the authorities and the market in general of the positions and solutions the Group adopts in this area.
As in previous years, the Board of Directors presents the more significant aspects of Corporate Governance and of the Group in this chapter of its annual report. The publication of this information ensures compliance with the information disclosure duties established by the Portuguese Securities' Code and Regulation no. 1/2007 of the Portuguese Securities' Market Commission (Comissão do Mercado de Valores Mobiliários - CMVM).
The decision to opt for the reporting model attached to Regulation no. 1/2007 of the Portuguese Securities' Market Commission (as has been expressly approved by that supervisory entity) instead of the new model established by CMVM Regulation no. 1/2010, published on 1 February, is exclusively due to the difficulties that would be encountered in reporting, in good time, a set of innovative information that has not previously been covered by the CMVM's Corporate Governance Code.
CIMPOR has always attached special importance to the adoption of the best organizational models and the most suitable practices and guidelines concerning Corporate Governance. In doing so, it seeks to remain aligned with the main international trends and encourage critical reflection within the company.
CIMPOR, in line with the importance it allocates such matters, in addition to complying with the corporate governance rules set forth in the Portuguese Companies' Code, nowadays maintains a significant degree of compliance with the recommendations envisaged in the CMVM's "Corporate Governance Code" approved in 2007. The Company is already preparing the alterations that are to be made to remove some of the gaps and limitations of its current governance model in relation to the new recommendations established in the latest version of that Code (2010).
CIMPOR's compliance with the recommendations established in the CMVM's Corporate Governance Code (2007) can be summarised as follows:
| Recommendation | Compliance | Ref. | ||
|---|---|---|---|---|
| I. | General Meeting | |||
| I.1. | General Meeting Board | |||
| 1. | Adequate resources available to the Chairman of the General Meeting Board | COMPLIES | I.1. | |
| 2. | Disclosure of the remuneration of the Chairman of the General Meeting Board |
COMPLIES | I.1. | |
| I.2. | Admission to the General Meeting | |||
| 1. | Period in advance for the deposit or blocking of shares | COMPLIES | I.2. | |
| 2. | Blocking shares in the event of suspension of the General Meeting | DOES NOT COMPLY | 0.2.1. | |
| I.3. | Voting the Exercising Voting Rights | |||
| 1. | Absence of statutory restrictions on postal voting | COMPLIES | I.2. | |
| 2. | Time limit for receiving voting ballots by mail | COMPLIES | I.2. | |
| 3. | "One share one vote" principle | COMPLIES | I.2. | |
| I.4. | Quorum and Resolutions | |||
| 1. | Quorum not exceeding legal limits | COMPLIES | I.2. | |
| I.5. | Minutes and Information on Resolutions Passed | |||
| 1. | Availability on the Company's website | COMPLIES | I.1. | |
| I.6. | Corporate Control Measures | |||
| 1. | Absence of measures to prevent the success of takeover bids | COMPLIES | I.4. | |
| 2. | Absence of restrictions on the number of votes | N/A | I.4. | |
| 3. | Absence of defensive measures | COMPLIES | I.4. | |
| II. | Management and Supervisory Bodies | |||
| II.1. | General | |||
| 1. | Structure and Powers |
| Recommendation | Compliance | Ref. | ||
|---|---|---|---|---|
| 1.1. Assessment of the governance model by the Management Body | COMPLIES | II.1.3. | ||
| 1.2. Internal control systems to detect risks | COMPLIES | II.3. | ||
| 1.3. Internal Regulations | COMPLIES | II.6. | ||
| 2. | Incompatibilities and Independence | |||
| 2.1. Number of non-executive directors | COMPLIES | II.1.2.1. | ||
| 2.2. Number of independent non-executive directors | COMPLIES | II.1.2.1. | ||
| 3. | Eligibility and Appointment | |||
| 3.1. Independence of the Chairman of the Audit Board and powers to | PARTIALLY | 0.2.2. | ||
| exercise the respective duties | COMPLIES | II.1.1. | ||
| 4. | Irregularities' Reporting Policy | |||
| 4.1. Adoption of an irregularities' reporting policy | COMPLIES | II.5. | ||
| 4.2. Disclosure of general guidelines | COMPLIES | II.5. | ||
| 5. | Remuneration | |||
| 5.1. Alignment with the Company's interests | COMPLIES | II.4.2. | ||
| 5.2. Statement on remuneration policy | DOES NOT COMPLY | 0.2.3. | ||
| 5.3. At least one representative of the Remuneration Committee attends the Annual General Meeting |
COMPLIES | II.4.1. | ||
| 5.4. Stock award and/or stock option plans | COMPLIES | III.5. | ||
| 5.5. Disclosure of Remunerations | PARTIALLY COMPLIES | 0.2.4. | ||
| II.2. | Board of Directors | |||
| 1. | Delegation of the day-to-day management of the Company | COMPLIES | II.1.2.2. | |
| 2. | The Company pursues its goals and there are limits to the delegation of | |||
| powers | COMPLIES | II.1.2.2. | ||
| 3. | Coordination of the work of the non-executive directors | DOES NOT COMPLY | 0.2.5. | |
| 4. | Disclosure of the activities of the non-executive directors | COMPLIES | II.1.2.2. | |
| 5. | Rotation of the board member responsible for financial matters | COMPLIES | II.1.4.1. | |
| II.3. | Executive Committee | |||
| 1. | Provision of information to the other members of the governing bodies | COMPLIES | II.1.2.2. | |
| 2. | Send the notices of meetings and the minutes of meetings to the chairmen | II.1.4.1. | ||
| of the Board of Directors and the Audit Board | COMPLIES | II.1.4.1. | ||
| 3. | Send the notices of meetings and the minutes of meetings to the chairmen of | |||
| the General and Supervisory Board and the Financial Matters Committee | N/A | II.1.4.1. | ||
| II.4. | Audit Committee | |||
| 1. | Duties of the General and Supervisory Board | N/A | II.1. | |
| 2. | Disclosure of the annual report on the Company website | COMPLIES | II.1.1. | |
| 3. | Description of the supervisory activity in the annual report | COMPLIES | II.1.1. | |
| 4. | Representation of the Company before the external auditor | COMPLIES | II.1.1. | |
| Assessment and proposal for the removal from office of the external | ||||
| 5. | auditor | COMPLIES | II.1.1. | |
| II.5. | Special Committees | |||
| 1. | Existence of a performance assessment committee and a committee to evaluate the adopted governance system |
COMPLIES | II.1.4.2.II. 1.4.3. |
|
| 2. | Independence of the members of the remuneration committee | COMPLIES | II.4.1. | |
| 3. | Minutes | COMPLIES | II.1.4.1. | |
| II.1.4.2. | ||||
| III. | Information and Auditing | II.4.1. | ||
| III.1. | General Disclosure Obligations | |||
| 2. | Investor support office | COMPLIES | III.7. | |
| 3. | Disclosure of information in English on the Company's website | COMPLIES | III.7. |
CIMPOR is not bound by nor has it voluntarily agreed to comply with any other corporate governance code.
CIMPOR has been analysing, subsequent to the approval in September 2007 of the CMVM's Corporate Governance Code, the recommendations contained in that Code so that the Company may adopt the practices most suited to fostering the transparency and accountability of its governance model and practices.
In its appraisal CIMPOR considered such recommendations not on the basis of a rigid model – where one size fits all – but as a set of practices to be regarded in the light of the Company's specific features, i.e. tailor made, and which integrate a balanced consideration of the interests of its shareholders and other stakeholders.
Some of these recommendations have, for a range of reasons, still not been complied with or are only partially complied with.
Recommendation I.2.2.: Should the General Meeting be suspended, the Company must not require that shares be immobilised over the entire period until the meeting is resumed; the company shall limit such blocking to that ordinarily required prior to the initial meeting.
CIMPOR's articles of association do not contain any specific provision on the blocking of its shares in the event of the suspension of the General Meeting. Nonetheless, paragraph no. 3 and no. 4 of article 7 establish that shareholders intending to attend the General Meeting will have to keep their shares registered in their name until the conclusion of the meeting and, therefore, the fact that shares must remain immobilised and cannot be traded until such time means that compliance with this recommendation is not deemed to exist.
Furthermore, the discussion of this matter is still ongoing in the context of the transposition of Directive 2007/36/EC of the European Parliament and the Council, of 11 July 2007, relative to the exercise of certain rights by the shareholders of listed companies. Accordingly, the blocking method will be replaced by the "registration date" method envisaged in that Directive.
Recommendation II.1.3.1: The chairman of the Audit Board, Audit Committee or the Financial Matters Committee, depending on the applicable model, must be independent and be adequately empowered to carry out the duties of that office.
The Chairman of the Audit Committee is adequately empowered to perform the duties inherent to that role, considering his qualifications and constancy in the Company, in that capacity, since March 1992.
CIMPOR does not fully comply with this recommendation since the Chairman of the Audit Board is not deemed to be independent in the light of article 414(5)b) of the Portuguese Companies' Code. Two reasons are essentially at the root of not ensuring compliance with this recommendation.
Firstly, it is deemed, in the case under analysis, that the performance of a role since that date does not jeopardise the capacity to be impartial of those performing such roles. It is CIMPOR's opinion that the criteria for remaining in the post should be merely indicative, to be appraised on a case-bycase basis, as is proposed in point 13 – under the heading of "Independence" – of the European Commission's Recommendation of 15 February 2005, relative to the role of non-executive directors or members of the supervisory board of listed companies and of the committees of the board of directors or of the supervisory board. It is, in fact, accepted that the competent body, in view of the specific circumstances of the person or company, consider a certain member to be independent even when remaining linked to the company for more than 3 terms of office or 12 years.
Secondly, for an industrial company, as is the case of CIMPOR, it is especially important that the Audit Board contain a member who knows the Company business and its reality. Based on the fact that this body already has independent members in the majority, one of which has specific skills in the auditing and accounting field, it is our understanding that the Board's chairman should be someone with solid knowledge of the Company's business. This fact, in CIMPOR's opinion, must take precedence over the "seniority" criteria set forth in the recommendation in question.
Recommendation II.1.5.2: The Remuneration Committee and the Board of Directors shall submit a statement on the remuneration policy of the Management and Supervisory bodies and other directors to the Annual General Meeting for appraisal, as provided for in Article 248-B(3) of the Portuguese Securities' Code. The shareholders shall be informed in detail of the criteria and main factors used in the evaluation of performance for determining the variable component of remuneration, whether in the form of share bonuses, stock purchase options, annual bonuses or other awards.
CIMPOR has chosen not to submit a statement on the remuneration policy of the members of the governing bodies, since it considers that the shareholders, by depositing the responsibility for defining such policy in a duly empowered Remuneration Committee, have conferred said committee with total autonomy in such matters. It will however submit such statement at the next Annual General Meeting as it is now obliged to do under recent legislation - Law no. 2/2009 of 19 June.
It was the understanding of the Board of Directors in office at the time of the last Annual General Meeting that, since it was at the end of its term of office, it should not submit a statement on the future remuneration of the policy of such officers to that Annual General Meeting where a new board of directors was to be elected.
Recommendation II.1.5.5: The remuneration of the members of the management and supervisory bodies shall be individually and annually disclosed, detailing the different fixed and variable components of the remuneration wherever such exist, as well as any other remuneration received from other companies of the group or from companies controlled by shareholders possessing qualifying holdings.
The Company only partially complies with this recommendation since it does not disclose the remuneration that members of the management and supervisory bodies have earned from companies controlled by shareholders with qualifying holdings.
It is CIMPOR's understanding that such information is of no relevance herein, and this understanding has in fact been vindicated by the CMVM itself, since it has not included it in the recently approved new set of recommendations.
Recommendation II.2.3: In the event the Chairman of the board of directors performs executive duties, the board of directors must find effective mechanisms for co-ordinating the work of non-executive members, which ensure in particular that such directors can make decisions in an independent and informed manner, and it must duly explain these mechanisms to the shareholders in the corporate governance report.
This recommendation did not apply to CIMPOR since prior to 3 December 2009 the Chairman of the Board of Directors did not perform an executive role. On that date the Chairman of the Board of Directors took on an executive role by also chairing the Executive Committee.
Given the short span of time since that change, the Company has not had the opportunity to define the mechanisms to co-ordinate the work of the non-executive directors that this recommendation refers to, even though those directors, irrespective of those mechanisms, are still considered capable of deciding in an independent and informed manner.
Up to 13 May 2009, the date of the last General meeting of CIMPOR, the General Meeting Board was composed of:
| Appointment date |
||
|---|---|---|
| Chairman | Miguel António Monteiro Galvão Teles | 20/02/2001 |
| Vice-Chairman | Luís Manuel de Faria Neiva dos Santos | 11/05/2007 |
On that date, the General Meeting elected the following members for the 2009-2012 four-year period:
| Appointment date |
||
|---|---|---|
| Chairman | Luís Manuel de Faria Neiva dos Santos | 11/05/2007 |
| Vice-Chairman | Rodrigo de Melo Neiva dos Santos | 13/05/2009 |
None of the members are or have been in any situation of incompatibility as set forth in article 414- A(1) of the Portuguese Companies Code, and all of them are considered independent in the light of the requirements envisaged in article 414(5) of the same Code.
The Chairman of the General Meeting Board relies on the support of the Vice-Chairman and the Company Secretary, within their respective legal powers, to convene and conduct the General Meetings. The Chairman is further provided the logistics support and human resources that are vital to the good performance of the role, particularly where contact with shareholders and the guarantee of the correct running of the General Meetings is concerned. Accordingly, the Company considers recommendation I.1.1 to be fully complied with.
The remuneration of the Chairman of the General Meeting Board takes the form of an attendance fee, which was adjusted following the last General Meeting, by decision of the Remuneration Committee, from EUR 1,000 to EUR 4,500.
The Company, in harmony with recommendation I.5.1, publishes the minutes of the meetings of the General Meeting of the preceding three years on its website (together with the respective agenda and simple attendance statistics). Additionally, it has also been CIMPOR's practice to immediately disclose a summary of the resolutions adopted in the respective General Meetings.
CIMPOR has implemented an ongoing policy of motivating shareholders to exercise their voting rights by facilitating the admission to and the exercise of voting rights of General Meeting (particularly postal voting), and by reducing the number of shares required by a shareholder to attend (and vote) at General Meetings.
In accordance with the provisions of article 7 of the articles of association and in conformity with recommendation I.2.1, the General Meeting is composed of shareholders with the right to vote. Hence, only those shareholders holding at least one share registered in their name on the fifth business day prior to the date convened for the General Meeting which the shareholder intends to attend, and provided that such shares remain registered in the shareholder's name until the Meeting is concluded, are legitimately entitled to take part in general meetings. To be admitted, the shareholders shall send the statement issued by the respective financial intermediary to the Chairman of the General Meeting, at least three business days prior to the date convened for the General Meeting, which proves that at least on the fifth business day prior to the set date such shares were registered in their name and they are also blocked and cannot be traded until the General Meeting is closed.
As referred to above, CIMPOR has already provided for the principle of "one share, one vote" in its Articles of Association (article 7(2)), thus ensuring conformity with CMVM recommendation I.3.3.
According to article 7(5) of the articles of association, in the event of co-ownership of shares, only the common representative or representative of the co-holders shall attend the General Meeting.
CIMPOR's articles of association do not establish any quorum for the sitting of meetings or voting that is higher than that legally provided for, neither do they envisage any special system for equity rights. Accordingly, the Company fully complies with recommendation I.4.1.
CIMPOR's articles of association do not establish any restriction on postal voting rights, in conformity with recommendation I.3.1. The procedures to be taken and the applicable time limits are set forth in article 7(6), according to which any shareholder wishing to vote by correspondence must ensure that the Chairman of the General Meeting receives, on or before the second business day prior to the date convened for the General Meeting, the indication of vote on each item of the meeting's agenda (in conformity with recommendation I.3.2.).
Shareholders must use voting ballots that clearly and unambiguously express their voting intention. They can use the draft voting ballot available on the Company's website or request it in writing, addressed to the Chairman of the General Meeting (such request must be received on or before the eighth business day prior to the date set for the General Meeting).
CIMPOR has made a draft ballot form available over the internet for voting purposes, though it will accept any ballot form that clearly and unmistakably expresses the shareholder's wishes.
Furthermore, article 7(6) of the articles of association establishes that postal votes are deemed negative votes in relation to resolution proposals submitted subsequent to the date on which those postal votes have been submitted.
The notices convening General Meetings also set out the rules under law and the articles of association relative to admission and the exercise of voting rights, in order to encourage shareholder participation in such Meetings. Such rules include, in particular:
Given the current concentration of CIMPOR's shareholder structure, the use of electronic means for voting at Shareholders' General Meetings, other than those mechanisms available over the Internet, has not been deemed necessary.
In summary: The establishment of the "one share, one vote" principle means that compliance with the deadlines for demonstrating entitlement to attend and vote at General Meeting amounts to the only restriction established by the articles of association on the exercise of the right to vote.
The General Meeting has not, to date, intervened in any way in the Company's remuneration policy, essentially due to the fact that it has appointed a committee to set the remuneration of the governing bodies and this committee is implicitly tasked with carrying out the respective assessment.
Nonetheless, the shareholders have always undertaken a general appraisal of the Company's management in the General Meetings, pursuant to article 376 of the Companies' Code, and that assessment likewise implies the appraisal of the members of the Board of Directors.
There are no measures whatsoever, in the Articles of Association or elsewhere, liable to interfere with the success of a takeover bid. There are no other defensive measures aimed at seriously eroding the Company's worth in the event of a shift in control or change in the composition of the Board of Directors, thus ensuring compliance with CMVM recommendation I.6.1 and I.6.3.
Specifically: no shareholder holds any special rights, the articles of association do not envisage any restriction to the number of votes that can be held or exercised by a single shareholder, and therefore recommendation I.6.2 does not apply to CIMPOR.
There is neither any significant agreement to which the Company is a party and which, in the event of any change in control of the Company, would automatically come into force, be amended or cease to be effective. There are only, as is market practice, certain debt instruments contracted by subsidiaries of CIMPOR that include change of control clauses, which establish the possibility of the immediate maturity of the debt by the respective financial entity (see Note 37 of the Notes to the Consolidated Financial Statements).
There are also no agreements between the Company and the members of CIMPOR's Board of Directors or senior management (as interpreted under article 248-B(3) of the Portuguese Securities' Code) that envisage the payment of compensation in the event of resignation, dismissal without just cause or severance of their employment contract with the Company, in the wake of a change in control of the Company.
The governing bodies of CIMPOR are the General Meeting, the Board of Directors, the Audit Board and the Statutory Auditor.
Pursuant to article 6(2) of the articles of association, the members of the governing bodies are appointed for a four-year term of office, and they may be re-elected.
An Audit Board and a Statutory Auditor or Firm of Statutory Auditors, elected by the General Meeting, are responsible for the supervision of the Company, in accordance with article 17 of the articles of association.
The Audit Board is composed of three members in office and a substitute. If the General Meeting does not indicate the Chairman of the Audit Board then such will be appointed by the board members from among their number. The Statutory Auditor or a Firm of Statutory Auditors is appointed following proposal by the Audit Board.
The General Meeting of 13 May 2009 maintained the same members of the Audit Board that had been in office the preceding term (the only difference being that Jaime de Macedo Santos Bastos had previously performed such a role in the capacity of a natural person):
| Term of office in |
|||
|---|---|---|---|
| Appointment date | progress | ||
| Chairman Members |
Ricardo José Minotti da Cruz Filipe Luís Black Freire d'Andrade (1) J. Bastos, C. Sousa Góis & Associados, SROC, |
31/03/1992 (3) 11/05/2007 |
2009-2012 2009-2012 |
| Lda., represented by Jaime de Macedo Santos Bastos (1) (2) |
11/05/2007 | 2009-2012 | |
| Substitute | João José Lopes da Silva (1) | 09/05/2008 | 2009-2012 |
(1) Independent member.
(2) Changed from being Substitute to full member in office on 28/01/2008.
(3) The Chairman of the Audit Board had initially been the Chairman of the Supervisory Committee of CIMPOR – Cimentos de Portugal E.P. since 12/02/1987.
Deloitte & Associados, SROC, S.A., represented by João Luís Falua Costa da Silva, remain as CIMPOR's Statutory Auditor.
There are no specific rules regarding the replacement of members of the Audit Committee. The Company's Articles of Association only provides for the change to the number of members (within statutory limits) during a term of office. If an extra member is appointed, the term of office of the member(s) elected by such means shall coincide with that of the other members already in office.
The Audit Committee is governed by the regulations available for viewing on CIMPOR's website (at www.cimpor.pt), which establish inter alia the scheme applying to the incompatibility of its members, referring solely to the requirements set forth in article 414-A(1) of the Portuguese Companies' Code (according to which the members of this governing body may not hold management or supervisory roles in five companies).
All the members of the Audit Committee comply with the incompatibility rules established in article 414-A(1) of the Portuguese Companies' Code.
As above-stated, the majority of members of the Audit Board are independent, with respect to the provisions of article 414(5) of the Portuguese Companies' Code. The member of the Board, Jaime Macedo Santos Bastos, has extensive auditing and accounting experience.
The Audit Board of CIMPOR, with regard to section 0.4. of CMVM Regulation no. 1/2007, established mechanisms in its internal regulations that allow it to evaluate the independence of its members and their compliance with the rules on incompatibility established in law, whether at the time of appointment and also at any other subsequent time. Owing to these mechanisms, the gauging by that body of the independence and incompatibility of its members, which underpins the information contained in this report, is based on the information provided by said members and having the range of situations envisaged in article 414(5) and 414-A of the Portuguese Companies' Code as a reference.
The Chairman of the Audit Board has powers that are adequate to the performance of that office, in accordance with CMVM recommendation II.1.3.1. Notwithstanding, CIMPOR does not, as already stated above, agree with the provisions of that recommendation relative to the classification of the Chairman as "not independent", in the light of article 414(5)b) of the Portuguese Companies' Code, due to the fact that said Chairman has held office for more than 4 terms.
The Audit Board, according to article 6 of its Regulations and in conformity with applicable legislation and recommendations II.4.2, II.4.3, II.4.4 and II.4.5, performs inter alia the following duties relative to the statutory auditing of the accounts and auditing of the Company:
where applicable, to any constraints found.
The Audit Board held 13 meetings during 2009, drawing up minutes of those meetings.
The Board of Directors, pursuant to article 11 of the articles of the association, is composed of five to fifteen members, one of whom is chairman and the others are members. The Board of Directors is elected by the General Meeting, which also appoints the chairman (who holds the casting vote pursuant to article 11(3) of the articles of the association).
The Board of Directors was composed of the following officers up to 13 May 2009, who, despite having terminated their term in office on 31 December 2008, remained in office until 13 May 2009 pursuant to article 391 of the Portuguese Companies' Code:
| Appointment | ||
|---|---|---|
| date | ||
| Chairman | Ricardo Manuel Simões Bayão Horta | 31/07/2001 |
| Directors | Luís Eduardo da Silva Barbosa | 31/07/2001 |
| Jacques Lefèvre | 31/07/2001 | |
| Jean Carlos Angulo | 31/07/2001 | |
| Jorge Manuel Tavares Salavessa Moura | 31/07/2001 | |
| Luís Filipe Sequeira Martins | 12/02/1987 (1) | |
| Manuel Luís Barata de Faria Blanc | 31/07/2001 | |
| Pedro Maria Calaínho Teixeira Duarte | 31/07/2001 | |
| Vicente Árias Mosquera | 31/07/2003 | |
| José Manuel Baptista Fino | 27/04/2005 | |
| José Enrique Freire Arteta | 27/04/2005 |
(1) Appointment date as member of the Management Board of CIMPOR – Cimentos de Portugal, E.P.
From 13 May 2009, the members of the Board of Directors elected for the four-year period from 2009 to 2012 by the General Meeting held on that date, were:
| Term of | |||
|---|---|---|---|
| Appointment | office in | ||
| date | progress | ||
| Chairman | Ricardo Manuel Simões Bayão Horta | 31/07/2001 | 2009-2012 |
| Directors | Luís Eduardo da Silva Barbosa | 31/07/2001 | 2009-2012 |
| Vicente Árias Mosquera | 31/07/2003 | 2009-2012 | |
| António Sarmento Gomes Mota | 13/05/2009 | 2009-2012 | |
| Pedro Maria Calaínho Teixeira Duarte | 31/07/2001 | 2009-2012 | |
| Jean Desazars de Montgailhard | 13/05/2009 | 2009-2012 | |
| José Manuel Baptista Fino | 27/04/2005 | 2009-2012 | |
| Jorge Humberto Correia Tomé | 13/05/2009 | 2009-2012 | |
| José Enrique Freire Arteta | 27/04/2005 | 2009-2012 | |
| Jorge Manuel Tavares Salavessa Moura | 31/07/2001 | 2009-2012 | |
| Luís Filipe Sequeira Martins | 12/02/1987 (1) | 2009-2012 | |
| Manuel Luís Barata de Faria Blanc | 31/07/2001 | 2009-2012 | |
| António Carlos Custódio de Morais Varela | 13/05/2009 | 2009-2012 | |
| Albert Corcos | 13/05/2009 | 2009-2012 | |
| Luís Miguel da Silveira Ribeiro Vaz | 13/05/2009 | 2009-2012 |
(1) Appointment date as member of the Management Board of CIMPOR – Cimentos de Portugal, E.P.
Subsequently, Pedro Maria Calaínho Teixeira Duarte resigned from the post of Director of the Company for professional reasons on 27 August 2009, which, pursuant to article 404(2) of the Portuguese Companies' Code, became effective on 30 September 2009. The Board of Directors met on 25 November 2009 and decided to co-opt Pedro Manuel Abecassis Empis as replacement to the office of Director of the Board of Directors (for the term of office currently underway), pursuant to and for the purposes of the provisions of article 393(3)b) of the Portuguese Companies' Code (that decision requires ratification at the next General Meeting of the Company, in accordance with article 393(4) of that Code).
On 3 and 4 February 2010, Jean Desazars de Montgailhard and Albert Corcos, respectively, resigned from the office to which they had been elected, which, pursuant to the abovementioned legislation, became effective on 31 March 2010.
On 18 March 2010, Ricardo Manuel Simões Bayão Horta presented his resignation from the offices of Chairman of the Board of Directors (which he had been elected to at the General Meeting of 13 May 2009) and Chairman of the Executive Committee (which he had been performing since 3 December 2009).
The Board of Directors is elected by list (voting is solely for the lists) and one member may be elected from among the persons proposed on lists (the list must identify at least two persons eligible for the post) that are endorsed and submitted by groups of shareholders (provided these groups represent at least 10% and no more than 20% of the share capital). A shareholder may not endorse more than one list. Should there be such a proposal, the director in question is elected separately and prior to the election of the others. If more than one group submits a list, they will be voted on jointly.
Pursuant to the Regulations of the Board of Directors of CIMPOR, which can be viewed on the website of CIMPOR (at www.cimpor.pt), only article 14 provides for, in the event of any incapacity or incompatibility of any member subsequent to their appointment as a director, which would have impeded such appointment, and where the director does not cease to perform such role or remove the supervening incompatibility within thirty days, the Audit Board to declare their removal from office.
The articles of association do not establish any specific rules regarding the replacement of members of the Board of Directors. The articles of association only provide for (ii) the change to the number of members (within statutory limits) during a term of office (see article 6) and (ii) rules concerning substitution in the event of permanent absence (see article 11).
According to Article 11(6) of the articles of association, three successive absences or five absences spread over the course of a term of office, from meetings of the Board of Directors by any member of the Board, without justification accepted by the Board proper, will lead to the Board declaring the respective director to be in definitive absence.
Furthermore, pursuant to article 13 of the Board of Directors' Regulations, a director deemed to be in definitive absence will be replaced, as follows:
The same provision also provides for, in the event of permanent impediment to the Chairman, the Board of Directors to proceed in harmony with its full powers to represent and manage the Company and appoint from among its members a director that will temporarily take on the office of Chairman until a new Chairman of the Board of Directors is appointed at the next meeting of shareholders.
If an extra election is held or substitution occurs, the term of office of the member(s) thus elected shall coincide with that of the other directors.
The Board of Directors, in harmony with CMVM recommendation II.1.2.1. includes a number of nonexecutive members guaranteeing the effective supervision, monitoring and assessment of the activity of the executive members. Thus, the majority of the current members of the Board of Directors of CIMPOR (eight out of a total of thirteen) are non-executive directors.
The non-executive directors include five independent directors, pursuant to Article 414(5) of the Portuguese Companies' Code:
The directors José Manuel Baptista Fino, Jorge Humberto Correia Tomé and José Henrique Freire Arteta, despite being proposed and elected in the General Meeting on an individual basis, are not considered to be "independent non-executive directors" since they hold management positions in companies with shareholdings in CIMPOR exceeding 2% (or which, with specific reference to José Henrique Freire Arteta, only ceased to have that qualifying holding in 2010), those companies being, respectively, Investifino - Investimentos e Participações, SGPS, S.A., Caixa Geral de Depósitos, S.A., and Bipadosa, S.A..
For the purpose of section 0.4. of the Annex to CMVM Regulation no. 1/2007, the assessment of the independence of the Company's directors, underpinning the information contained in this report, is based on the information they provide, with the range of situations envisaged in the abovementioned legislation as a reference.
Consequently, more than one-quarter of the members of the Board of Directors (five out of thirteen) are independent non-executive directors, which is deemed to be an appropriate total – considering CIMPOR's size and its shareholder structure – and this number is in conformity with that established in CMVM recommendation II.1.2.2.
Additionally, none of the non-executive directors meet the terms of any of the situations envisaged in article 414-A(1) of the Portuguese Companies' Code, with the exception of sub-paragraphs (b) and (h), in the capacity of directors of CIMPOR proper and/or members of the management or supervisory bodies of five companies (see Annex I).
The fact that the referred to recommendations on the qualitative composition of the Board of Directors are expressly provided for in article 7 of that body's regulations well illustrates the importance CIMPOR places on adopting modern international guidelines on corporate governance and the Company's concern with the adjustment thereto.
The Board of Directors must meet at least once quarterly, without prejudice to other interim meetings which may be deemed necessary. No resolutions can be taken unless a majority of its members is present or represented, and each director may only represent one other member of the board of directors. The Board met 12 times during 2009 and the minutes of the meetings were drawn up.
The Board of Directors approved its operating regulations on 26 March 2008, which were reviewed and updated on 3 March 2010, and they are available for viewing on CIMPOR's website (at www.cimpor.pt). These regulations establish, inter alia, rules on the duties of directors, situations of conflicts of interest and relations with shareholders and the market.
The powers of the Board of Directors are those conferred by the Portuguese Companies Code, plus the following powers, pursuant to Articles 4 and 5 of the articles of association: (i) increase the share capital with the paying in of cash up to the limit of one billion euros; (ii) issue autonomous warrants on its own securities (which may grant the right to subscribe or acquire shares in the Company, up to the aforementioned limit of one billion euros); (iii) issue bonds or other debt securities of any kind or form permitted by law.
Following in the path of CMVM recommendation II.2.1, the Board of Directors has delegated all its powers for the day-to-day running of the Company to an Executive Committee composed of five of its members, which cannot decide on matters established by law or by the Board of Directors' Regulations as non-delegable. These being:
The Executive Committee shall also, under article 18(4) of those Regulations, submit to the Board of Directors for decision matters concerning any business, commitments, contracts, agreements and conventions to be concluded with shareholders possessing 2% or more of the share capital of CIMPOR (or with entities bound to such shareholders by any form of relationship, pursuant to article 20 of the Portuguese Securities' Code), whenever the nature or monetary value of such means that they may not be considered day-to-day business.
Pursuant to article 18(2) of the Board of Directors' Regulations and according to the resolution concerning the delegation of powers approved by the Board of Directors, "strategic decisions" are deemed to mean:
Moreover, and to the same end, matters relating to the annual report and accounts are also deemed to include the quarterly and half-year reports as well as the Sustainability Report.
The non-executive directors of the Company, in compliance with the duties attributed them by law and the regulations, have developed their role of supervising, monitoring and assessing the activity of the executive members in an effective manner and without having encountered constraints of any nature (see CMVM recommendation II.2.4.).
Pursuant to the provisions of article 407(8) of the Portuguese Companies' Code and article 18(5) and 18(6) of the Board of Directors' Regulations, the non-executive directors of CIMPOR have performed the necessary activities to ensure compliance with their general duty to monitor the activities of the Executive Committee.
Accordingly, the delegation of the day-to-day management under such rules does not prevent the Board from taking resolutions on such matters, since the non-executive directors are responsible by law for the general monitoring of the performance of empowered director(s) or the executive committee, as well as being liable for any acts or omissions of such when, aware of such acts or omissions or the intention to practise such, they do not call on the Board to intervene and take suitable measures.
The activity of the non-executive directors in 2009 primarily focused on the following two areas:
The following procedures have been created to ensure that all members of the Board of Directors are aware of the decisions taken by the Executive Committee and, in particular, so that the nonexecutive directors take their decisions in an independent and informed manner (as envisaged in article 20 of the Board of Directors' Regulations):
Following the amendments made to the Portuguese Companies' Code by Decree Law no. 76/2006 of 29 March, the Annual General Meeting of 11 May 2007 decided to adopt the one-tier system provided for in article 278(1)a) of that Companies' Code. Accordingly, the management of the Company is performed by the Board of Directors, and the Audit Board and Statutory Auditor perform supervision.
Close on three years after this decision, the Board of Directors considers the model adopted to adequately meet the specific features of the Company, and it has ensured that CIMPOR's governing bodies perform correctly, not only by fully complying with applicable legislation but also according to the best national and international practices on corporate governance, transparency and the accountability of management to the shareholders, the market and all other stakeholders in the Company. This has, as it happens, been a concern of the Board of Directors in its relations with the shareholders and the market, as has been established in article 26 of the Board of Directors' Regulations.
Consequently, and in accordance with the assessment performed by the Board of Directors for the purpose of complying with CMVM recommendation II.1.1.1., it is this body's opinion that the implementation of the corporate governance model adopted at the General Meeting of 11 May 2007 has been achieved in a manner that has avoided the occurrence of any constraints on its operations, therefore the proposal of any measures by the Board of Directors to alter its modus operandi is not justified.
Under the Board of Directors that held office up to the general Meeting of 13 May 2009, the members of the Executive Committee were:
Following that General Meeting, the directors of the Executive Committee by decision of the recently elected Board of Directors, were:
Jorge Salavessa Moura was chosen to chair the Executive Committee and Luís Filipe Sequeira Martins to substitute him during his absences.
On 3 December 2009, Jorge Salavessa Moura ceased to perform executive functions, as the Board of Directors decided to replace him on that Committee and as Chairman of the same with Ricardo Bayão Horta, Chairman of the Board of Directors of the Company.
The decisions of the Executive Committee are taken by the majority of votes of those present or represented, and decisions cannot be taken without a majority of members attending or being represented at a meeting. The Executive Committee met 46 times during 2009 and the minutes of the meetings were drawn up (see CMVM recommendation II.5.3).
Notwithstanding the collective exercise of duties delegated in the Executive Committee, each of its members has been specifically entrusted with the responsibility of supervising certain Functional Areas (see section II.2.1. below). The financial area has been attributed to António Varela, who is performing this duty in his first term in office, thus complying with CMVM recommendation II.2. 5.
It is the Executive Committee's practice, according to recommendations II.3.1. and II.3.2., to comply with the procedures necessary for guaranteeing full transparency of its relations with the other governing bodies. In this context:
II.1.4.2. Corporate Governance, Sustainability and Social Responsibility Committee
In response to international corporate governance best practices, a consultative committee on corporate governance was set up by the Board of Directors at the start of 2002.
Subsequently, the Board of Directors decided to extend the scope to include issues concerning sustainability and the social responsibility of the Group, and this committee which changed its name to "Corporate Governance, Sustainability and Social Responsibility Committee", is responsible for the following, as provided for in article 23 of the Board of Directors' Regulations:
included in that report concerning the effectiveness of the adopted governance model, the standards of conduct and the internal control and risk management systems;
• Submit proposals to the Board relative to the adoption of the measures to ensure the Company complies with legal and regulatory requirements, corporate governance recommendations and good practices, standards of conduct and social responsibility and sustainability standards.
This committee is thus equipped with all the powers necessary for performing the duties established in the second part of CMVM recommendation II.5.1.
The committee has between three and seven non-executive directors and at least one of them must comply with the criteria of independence applicable to the members of the Board of Directors. The committee is currently composed of three directors, all non-executive and independent. These being:
The Committee meets whenever necessary and, in principle, at least once every quarter. It can call on external consultants in different areas of expertise, at the Company's expense, whenever it deems necessary. The Committee met 6 times during 2009 and the minutes of the meetings were drawn up (see recommendation II.5.3).
Created on 3 March 2010, following the revision and update of the Board of Directors' Regulations, the duties of the Appointments and Assessment Committee inter alia, and in accordance with article 24(1) of the abovementioned Regulations, are to assist the Board in the following matters:
Paragraph nos. 2 and 3 of the same article establish some of the powers of the Appointments and Assessment Committee relevant to the performance of the above-stated duties, which include all those provided for in the first section of CMVM recommendation II.5.1.
The Committee is composed of the Chairman of the Executive Committee, this being an intrinsic part of the duties required of the office, and a further two to six non-executive directors, at least one of whom must comply with the criteria of independence applying to the members of the Board of Directors. Nonetheless, in accordance with article 25(5) of the Board of Directors' Regulations, the Chairman of the Executive Committee is not permitted to take part in the discussion and vote on resolutions concerning the process of selection of non-executive directors, as well as intervene, after providing an opinion, in the discussion on the assessment of the performance and fixing of the remuneration and respective criteria of the members of the Executive Committee.
This Committee is currently composed of four directors, two of which are non-executive and independent. These being:
The Committee meets whenever necessary and, in principle, at least once every quarter. It can call on external consultants specialised in areas duly justified, at the Company's expense.
The Board of Directors' Regulations further envisages in article 21(2) the establishment of a Strategy and Investment Committee, comprising the Chairman of the Board of Directors, the Chairman of the Executive Committee (both in compliance with the duties inherent to the office) and three to five non-executive directors.
This Committee is responsible for assisting the Board of Directors in the following areas, with the aim of optimising the process of defining, carrying out and assessing the strategy of the CIMPOR Group:
It is further responsible for assisting the Executive Committee to define the operational organisation of the Group, particularly given its size and geographical dispersal.
The members of this Committee have yet to be appointed, and so it has not begun to operate.
The CIMPOR Group is organized into business areas which correspond to the countries where the Group operates. These business areas are in turn grouped in major regions, which are currently: (i) the Iberian Peninsula; (ii) the Mediterranean Basin; (iii) Latin America; (iv) Southern Africa; and (v) Asia. The various activities in each Business Area are grouped by product, and the core business is the manufacture and sale of cement.
As the holding company for the Group, CIMPOR - Cimentos de Portugal, SGPS, S.A. is responsible for its strategic development – as regards the whole internationalization process – and for overall management of the different business areas, ensuring coordination of the financial, technical, human and other resources in harmony with the criteria and guidelines that, according to the Group's main goals, are set forth in the strategic plan, which is revised and approved annually by the Board of Directors.
More thorough monitoring of the management of the different business areas is ensured by CIMPOR Portugal, SGPS, S.A., for activities in Portugal, and by CIMPOR Inversiones, S.A., a subholding based in Spain, for all the others. This company was set up in 2002 to be the Group's launch-pad for expansion abroad.
Each of the abovementioned regions has a "zone manager", except for the Iberian Peninsula where, because of the size and diversity of its operations, such a role does not exist. This manager sits on the Board of Directors of the companies in the respective business areas and reports directly to the Board of Directors of CIMPOR Inversiones, S.A..
The Board of Directors of CIMPOR Inversiones, S.A. is composed of four of the five members of the Executive Committee of the Board of Directors of the holding - Luís Filipe Sequeira Martins, Manuel Luís Barata de Faria Blanc, António Carlos de Morais Varela and Luís Miguel da Silveira Ribeiro Vaz. All of those directors, except for António Varela, are also members of the management bodies of the sub-holdings responsible for coordinating the activities of the Group in Portugal and Spain - CIMPOR Portugal, SGPS, S.A. and Corporación Noroeste, S.A., respectively.
The responsibilities for monitoring the Group's different operational areas, without prejudice to the collective performance of the duties delegated to the Executive Committee, are distributed as follows:
Cement Activity, Engineering and Technical Services of support to the Group (Cimpor Tec), Human Resources and Occupational Health and Safety (Group) – Luís Filipe Sequeira Martins;
Strategy and Development, Mergers and Acquisitions, Management Planning and Control, Internal Auditing and Legal Matters – Manuel de Faria Blanc;
The corporate organisation model for each business area is that considered to be best suited for each context, given the business' characteristics and conditions and the country's legal system. The aim is to take advantage of possible synergies and benefit from more favourable financial and tax frameworks.
Each business area is autonomously managed, particularly in day-to-day and operational management matters, according to a planning and control system steered by the holding company. This system's strategic guidelines, business and investment plans and targets and annual budgets are defined through participation and interaction, subject to periodic review and control. The policy concerning the management composition for each business area is that both local nationals and other Group personnel are appointed, so as to ensure multicultural management.
In companies that are directly or indirectly dependent on CIMPOR - Cimentos de Portugal, SGPS, S.A., the most important decisions - e.g. those that exceed specific values or that have greater impact on profits or on the Group's strategic development - must be approved or ratified by the board of the holding company. This also applies to decisions or actions that, when dealt with at Group level, enable significant synergies to be generated.
In order to perform its role properly, CIMPOR has functional structures supporting the Group's management and the management of each business area, as shown in the following diagram.
The main functions of the Corporate Centre are: (i) to contribute to the achievement of the Group's international development strategy, guaranteeing the procedures leading to the acquisition of companies in the different markets to which the group intends to expand its operations; (ii) to ensure, through the Investor Relations Office, regular communication with players in the capital market, namely shareholders, regulators and other public authorities, financial analysts and fund managers and other collective investment bodies; and (iii) in the Financial Operations area, to ensure access under the best conditions to the financial resources necessary for the Group's expansion and its day-to-day operations.
The External Relations and Communication Department ensures implementation of the Group's communication and image policies.
The Internal Audit Department is responsible for conducting and coordinating financial, asset and operational audits throughout the Group by examining and assessing the adequacy and effectiveness of the internal control systems and the quality of their performance.
Set up following the inclusion of occupational health and safety among the CIMPOR Group's critical business values and as one of the priority targets of its operational strategy, the mission of the Health and Safety Advisory Office embraces: (i) proposing guidelines that the policy adopted should follow, the goals to be achieved and the management system to be used; (ii) galvanizing its implementation; (iii) coordinating the activities in question in functional terms, on a Group-wide basis; and (iv) supervising its implementation and assessing the results.
The harmonization and standardization of processes and practices which enhance Group culture and improve the quality, flow and reliability of decision-making information, have long been an important pillar of the CIMPOR Group's global policy.
At the start of 2004, after the "Shared Services" company - "CIMPOR - Serviços de Apoio à Gestão de Empresas, S.A. (CIMPOR Serviços) - was founded, a series of non-core business processes/functions that had been scattered throughout the Group holding company, the CIMPOR Portugal sub-holding and the operating companies themselves were transferred to CIMPOR Serviços.
CIMPOR Serviços provides management, consultancy and advisory services to all Group companies, particularly those with head offices in Portugal. Its current organizational structure is shown in the diagram below.
The Planning and Control Department coordinates and executes the entire process of preparing and controlling the plans and budgets of the different business areas and companies with head offices in Portugal.
The Information Systems Department ensures the management and development of the information systems and technologies used by the Group.
The Accounting, Consolidation and Tax Department is responsible for: (i) promoting and carrying out the entire financial consolidation process; (ii) defining the Group's accounting principles and policies, and coordinating and supporting their implementation; (iii) preparing and undertaking the accounting functions of the companies with head offices in Portugal; and (iv) carrying out the Group's tax planning and ensuring that these companies fully comply with their tax obligations.
The Personnel Department, besides providing human resource policy implementation support to the Group's different business areas, implements the human resources policy in Portugal, striving to ensure the best use for the available skills and development of these resources to a degree that maximizes employee performance and contributes to employees' personal and professional accomplishment. This department is also responsible for managing personnel matters in Group companies with head offices in Portugal, on the basis of service provision contracts entered into with such companies.
Group companies can also enter into such contracts with the Financial Department to provide services regarding their receivables, payables and treasury processes and the monitoring and control of their financial management.
The Logistics Department manages the physical spaces of companies belonging to the Group with head offices in Lisbon (Rua Alexandre Herculano and Prior Velho), and also provides them with administrative support services in the purchasing and stationery, travel and accommodation, communications and archiving fields. It also offers advisory services on organizational development and administrative support to vehicle management and the contracting of industrial accident insurance for the set of companies included in the Portugal business area. It further manages and controls the Group's asset risks, guaranteeing that such risks are duly covered by insurance contracts that are appropriate to the underlying risks of the Group's business.
The mission of the Customer Support Department is to ensure liaison between the various components of the Shared Services Centre and the companies served - fostering continued improvement in the quality of the services rendered and higher company-customer satisfaction levels. It is also responsible for providing any support required by the respective governing bodies, particularly in legal matters.
The need to strengthen the Group's technical and technological culture led to the Board of Directors deciding, at the end of 2004, to transfer the Technical and Industrial Development Centre of the holding company and the Central Laboratory of CIMPOR - Indústria de Cimentos, S.A., to a new company then founded: CIMPOR TEC – Engenharia e Serviços Técnicos de Apoio ao Grupo, S.A. The business started-up on 1 January 2005, with the following core mission:
The Company's organization is broken down into three major segments of activity, as shown in the diagram below:
At the holding company level, in addition to the Corporate Centre – with responsibilities that include financial risk management – the Group also possesses an Internal Audit Department which monitors the adequacy and effectiveness of the internal control systems in all the Group's areas, and ensures the good performance of those systems.
The functions of this Department are:
evaluating the level of respective management control;
recommending any corrective measures deemed necessary;
Risk management in the CIMPOR Group begins with the main operating companies, which identify, measure and analyse the different risks to which they are exposed. Particular emphasis is given to operating and market risk (business-volume risk), with estimates being made of the probability of occurrence of the various factors underlying the risks and their potential impact on the Company's business or the activity in question.
The operating managers are responsible for designing and implementing the most suitable risk control mechanisms. The efficiency of such mechanisms is periodically evaluated by the holding company, through the Internal Audit Department under an annual plan for auditing financial areas and information systems, and verifying processes and conformity with approved procedures.
The main goal in relation to the holding company is to obtain an overall picture of the risks faced by the Group in each of its different activities and business areas and to ensure that the resulting risk profile is consistent with the Group's global strategy, particularly in relation to the level of risk deemed acceptable, given the Group's capital structure. In other words, in harmony with the policy defined by the Board of Directors: to combine the constant search for business opportunities that can make a positive contribution to the value creation process with a level of risk that, in terms of CIMPOR's long-term rating, does not jeopardize its current investment grade.
The Directors' Report includes a chapter describing the policies for financial and asset risk management, guaranteed for the holding by the Corporate Centre and for CIMPOR Serviços by the Logistics Department. The Group's policy in regard to financial risks of a more general nature and not subject to specific coverage is steered towards the geographical diversification of its expansion-generating investments, so as to balance CIMPOR's presence in mature and emerging markets and foster business operations at different stages of development. Hence, potential acquisition targets are not only defined taking into account the need to maintain a balanced and geographically diverse business portfolio, but also the assets to be acquired are assessed on a case-by-case basis, incorporating risk premiums that are appropriate to the specific situation of each deal and each country.
CIMPOR deems its internal control system to be effective in detecting risks associated to its business activity, in safeguarding its assets and benefiting the transparency of its corporate governance, fully complying with CMVM recommendation II.1.1.2.
The members of the Remuneration Committee provided for in article 16 of the articles of association, up to 13 May 2009, were:
Following that date, the Remuneration Committee elected for a four-year term from 2009 to 2012 at the General Meeting then held (which was attended by Filipe de Jesus Pinhal, in accordance with recommendation II.1.5.3) had the following members (all independent in the light of the criteria established in section II.19 of the Annex to CMVM Regulation no. 1/2007):
This Committee met 3 times during 2009 and the minutes of the meetings were drawn up (see CMVM recommendation II.5.3).
The remuneration of the members of the Company's Board of Directors, and its form and mode of payment as well as its respective supplementary retirement or disability pension scheme, are determined by the Remuneration Committee, elected by the General Meeting. Such remuneration may include a variable component based on the year's profit, but this may not in total exceed 5% of the profit, pursuant to Article 16(6) of the articles of association.
The fixed annual remuneration of the members of the Board of Directors is established by the Committee on the basis of the following principles:
c) Award of a supplementary pension scheme (PPR) to directors with executive duties, to which monthly contributions of 12.5% of their respective fixed remuneration are made.
In addition, all directors benefit, by decision of the Remuneration Committee, from the "Employee Stock Purchase Plan", as described in section III.5.1 below, and pursuant to the terms established therein.
The variable remuneration (including the granting of share options) is limited to members of the Executive Committee and it is determined annually on an individual basis by the Remuneration Committee according to the Group's profit (complying with the statutory limits mentioned above), the extent to which the defined strategic goals were met and the appraisal of each director's performance in their specific area of operation.
Said Committee awarded the members of the Executive Committee in 2009, based on those criteria, a total of EUR 1,625,000 in bonuses, equivalent to around 0.74% of the Group's net income (after minority interests) and to 1.06% of the Company's net profit, on an individual basis.
Share options are granted in accordance with the rules of the overall programme, as set forth in section III.5.2 below. The fact that the exercise of the options is spread out over time (four-year period) not only defers a large part of the corresponding benefit but also makes such options depend on the Group's medium to long term performance and the sustainability of its profits.
Accordingly, the remuneration of the members of CIMPOR's management body is structured so as to permit the alignment of their interests with the Company's interests, pursuant to CMVM recommendation II.1.5.1.
| Series | |||||
|---|---|---|---|---|---|
| 2006 | 2007 | 2008 | 2009 | Total | |
| Exercise Price (euros) | 4.05 | 4.90 | 4.25 | 2.85 | ‐ |
| Options Awarded | |||||
| Initial Options | ‐ | ‐ | ‐ | 137,500 | 137,500 |
| Derivative Options | ‐ | ‐ | ‐ | 412,500 | 412,500 |
| Exercisable Options | 125.000 | 135,000 | 137,500 | 137,500 | 535,000 |
| Exercised Options | ‐ | ‐ | ‐ | 135,000 | 135,000 |
| Extinguished Options | |||||
| Exercisable in 2009 | |||||
| Due to non-exercise of Initial Options | 2,500 | 2,500 | |||
| Due to non-exercise of Derivative Options | 125,000 | 135,000 | 137,500 | ‐ | 397,500 |
| Exercisable from 2010 to 2012, inclusive * | ‐ | ‐ | ‐ | 7,500 | 7,500 |
In relation to the executive directors, the number of options granted, exercised and extinguished in 2009 was:
* Due to non-exercise of Initial Options
| Options Exercisable in: | ||||
|---|---|---|---|---|
| Series | 2010 | 2011 | 2012 | Total |
| 2007 | 135,000 | ‐‐‐ | ‐‐‐ | 135,000 |
| 2008 | 137,500 | 137,500 | ‐‐‐ | 275,000 |
| 2009 | 135,000 | 135,000 | 135,000 | 405,000 |
| Total | 407,500 | 272,500 | 135,000 | 815,000 |
A total of 815,000 options were still to be exercised at the year's end, broken down as follows:
In accordance with Article 16(3) of the articles of association a lifetime retirement pension may also be granted to directors who have left office, provided the following prerequisites are met:
The amount of the pension is determined on the basis of the time and the relevance of the services rendered and the beneficiary's circumstances and may be reviewed annually. This amount, set in accordance with these criteria, may never exceed the highest value of the remuneration set at any time for the directors in office, is established by and may be subject to additional terms and conditions determined by the General Meeting or the Remuneration Committee, if there is one, and may take the form of a contract.
This provision of the articles of association has not yet been applied.
As at 31 December 2009, the total value of remunerations, contributions to the supplementary retirement or disability pensions scheme and other incentives earned by members of the Company's board of directors (including the difference between the purchase price of the shares acquired under the "Stock Purchase Plan" and the "Stock Option Plan" and their market price on the date of purchase) was as follows:
| (amounts in euros) | Fixed | Variable | Total |
|---|---|---|---|
| Remuneration | Remuneration | Remunerations | |
| Executive directors | 1,465,689.94 | 1,895,405.00 | 3,361,094.94 |
| Non-executive directors | 681,921.43 | 0.00 | 681,921.43 |
| Total | 2,147,611.37 | 1,895,405.00 | 4,043,016.37 |
In compliance with article 3 of Law no. 28/2009 of 19 June, the annual amount of remuneration earned by the members of the Board of Directors is individually disclosed in Annex II to this Report.
The members of the Board of Directors did not earn any other remuneration whatsoever from other companies in a group or control relationship with CIMPOR – Cimentos de Portugal, SGPS, S.A., nor any significant non-monetary benefits that may be considered remuneration.
The same stands true for the members of the Audit Board. The remuneration of this Board is also determined by the Remuneration Committee and it solely has a fixed component, which amounted to EUR 124,022.50 in 2009, broken down as follows:
| Ricardo Minotti da Cruz Filipe | 52,100.00 |
|---|---|
| Luis Black Freire d'Andrade | 35,662.50 |
| J. Bastos, C. Sousa Góis & Associados, SROC, Lda. | 22,470.00 |
| Jaime de Macedo Santos Bastos | 13,790.00 |
In 2006 the Board of Directors approved and disclosed to all Group employees, through the internal communication network - CIMPORnet - and notices in the workplace, a set of in-house rules and procedures on how the communication of alleged irregularities occurring in CIMPOR Group companies are to be received, recorded and dealt with. These rules and procedures respect the legal and regulatory provisions, the recommendations that apply at any given time (namely CMVM recommendation II.1.4.1) and the rules and principles set down in the Code of Ethics adopted by the Group.
The new Regulations have established a system for such reporting which is designed to be effective, quick and capable of detecting, investigating and resolving situations, while respecting the highest ethical principles – in particular the principles of integrity and responsibility – as well as the rules of confidentiality and non-retaliation, thereby safeguarding relations with the persons involved.
It is important to clarify, for the purposes of CMVM recommendation II.1.4.2 that, pursuant to and for the purposes of these Regulations, in accordance with Article 2(2) therein, "irregularity" is taken to be "any fraudulent or negligent act or omission, contrary to legal or regulatory provisions, the Articles of Association or the rules or ethical principles of the Group", which can be imputed to any member of the governing body or any other employee of the CIMPOR Group.
The means by which reports are made, the persons to whom they should be addressed and way in which they are handled are duly set forth in the Regulations, and the Internal Audit Department of the holding company shall, without prejudice to the powers of the Corporate Governance, Sustainability and Social Responsibility Committee, oversee and monitor the entire system, with special reference to levels of adequacy and effectiveness.
Attention is drawn to the explicit guarantee in the Regulations that each and every communication made by an employee under the terms and conditions set forth therein shall be treated in confidence and anonymously, particularly in relation to the identity of the person reporting the irregularity (unless the latter expressly and unequivocally requests otherwise).
Provided that he/she is acting in good faith, the guarantee is given this person that he/she will not be subject to any kind of prejudicial treatment, retaliation, discrimination, threat or sanction by CIMPOR. But if the conduct of the person reporting fails to respect these principles, he/she may be found to have committed an offence which may be subject to disciplinary action appropriate and proportional to the offence, in addition to any civil and/or criminal liability which may arise from his/her conduct.
In addition to the legal provisions applicable to companies, to corporations open to investment by the public and to the stock markets, the Company's culture and practice stresses the rules of good conduct in the event of a conflict of interest arising between members of the governing bodies and the Company, and the principal obligations resulting from the duties of diligence, loyalty and confidentiality of the members of the governing body, with special reference to the improper use of Company property and business opportunities.
This culture is ingrained in article 4 of the Board of Directors Regulation (available on CIMPOR's website, www.cimpor.pt, in accordance with CMVM recommendation II.1.1.3), according to which criteria and interests that must govern the actions of this body are the maximisation of the worth of the Company and the CIMPOR Group, and pursuit of the Company's best interests, considering not only the shareholders' long-term interests but also those of other stakeholders with making a significant contribution to the sustainability of CIMPOR, such as its workers, customers and creditors. To that end, the Board of Directors adopts the basic concept of sustainable development and the best economic, social and environmental practices, ensuring strict compliance with law, the principles of good faith and high ethical standards of integrity, loyalty, honesty and responsibility.
These Regulations particularly enshrine the following fundamental duties of the members of the Board of Directors:
The Regulations of the Company's Audit Board (available on CIMPOR's website www.cimpor.pt, in accordance with CMVM recommendation II.1.1.3) enshrine a set of duties in terms of conduct to be complied with by this body in the performance of its supervisory duties.
Even though the Board of Directors has always taken care to apply these principles in all of the Group's companies, it was deemed useful to codify a set of rules on these and other matters that are especially relevant to the Group's business. A Code of Ethics was therefore approved and published internally (available at www.cimpor.com) so as to specifically regulate these matters and formalize the observance by all the Group's employees with high standards of conduct in their respective functions.
The Company's Code of Ethics fully complies with the Portuguese standard (NP 4460-1/2007) on ethics in organisations.
The share capital of CIMPOR currently stands at 672 million euros, and it is fully paid up. (Registered and ordinary) shares number 672 million, (each with a par value of one euro), and are traded on Lisbon Euronext.
| Characteristics of CIMPOR Securities |
|---|
| Title: CIMPOR – Cimentos de Portugal, SGPS, S.A. |
| Share Trading: Euronext Lisbon |
| Futures trading: Euronext Lisbon |
| Codes: |
| LISBON TRADING: CPR |
| REUTERS: CMPR.IN |
| BLOOMBERG: CPR PL |
| Number of shares (with a par value of 1 euro): Total – 672,000,000 Listed for trading – 672,000,000 |
According to the Information on Qualifying Holdings received by the Company by 31 December 2009, and in compliance with the rules of imputing voting rights established in the Portuguese Securities' Code, the holders of shares were, on that date, as follows:
| Number | % of | |
|---|---|---|
| Shareholders | of | Share |
| Shares | Capital | |
| Teixeira Duarte, SGPS, S.A. | 153,096,575 | 22.78% |
| Manuel Fino, SGPS, S.A. | 71,735,460 | 10.67% |
| Grupo Lafarge | 116,089,705 | 17.28% |
| Banco Comercial Português, S.A. (1) | 67,474,186 | 10.04% |
| Caixa Geral de Depósitos, S.A. (1) | 64,669,794 | 9.62% |
| Bipadosa, S.A. | 43,401,650 | 6.46% |
| Ten. Coronel Luís Augusto da Silva | 26,814,238 | 3.99% |
(1) Including Pensions Fund
The shareholder structure of CIMPOR has undergone significant change in 2010, and the group of shareholders with a shareholding greater than 2% of the Company's share capital, according to the Disclosures of Qualifying Holdings received by the Company by the end of the first quarter, was now:
| Number | % of | |
|---|---|---|
| Shareholders | of | Share |
| Shares | Capital | |
| Camargo Corrêa, S.A. | 192,374,750 | 28.63% (1) |
| Votorantim Cimentos, S.A. | 142,492,130 | 21.20% (2) |
| Manuel Fino, SGPS, S.A. | 71,735,960 | 10.67% (3) |
| Banco Comercial Português, S.A. (4) | 67,474,186 | 10.04% |
| Caixa Geral de Depósitos, S.A. (4) | 64,726,659 | 9.63% (2) |
(1) Including 6.46% of the share capital of the company whose acquisition process to Atlansider, SGPS, S.A. will be concluded in April 12, 2010 as of market information issued in March 31, 2010.
(2) In accordance with the shareholders' agreement concluded between Votorantim Cimentos, S.A. and Caixa Geral de Depósitos, S.A., in accordance with the market information issued on 4, 5 and 17 February 2010, a total of 207,218,789 shares, corresponding to 30.84% of the share capital of the Company is attributable to any of these two entities.
(3) In accordance with the market information issued on 15 January 2010, Manuel Fino, SGPS, S.A., through its subsidiary Investifino – Investimentos e Participações, SGPS, S.A., holds an option to buy 64,406,000 CIMPOR shares (currently held by Caixa Geral de Depósitos, S.A.), therefore a total of 136,141,960 shares corresponding to 20.26% of the share capital of the Company is attributable to it.
(4) Including pension funds
No shareholder of CIMPOR holds any special rights and all the shares representing the Company's share capital can be freely traded on a regulated market, and no system of employee participation in the share capital is envisaged.
According to the information to the market issued on 3, 5 and 9 February 2010, Caixa Geral de Depósitos, S.A. and Votorantim Cimentos, S.A. concluded, on the first of those dates, a shareholders' agreement concerning their relations as shareholders of CIMPOR, with the intention of "establishing between them a minority shareholders block, representing less than one-third of the voting rights of CIMPOR, which is cohesive and stable and contributes to shareholder stability in CIMPOR, the sustained development of the company and the continued independence of its business, structure and corporate culture, particularly as a listed company, with head office in Portugal, and the preservation of a financial situation likely to generate an investment grade rating". The parties intend to achieve this by "undertaking reciprocal obligations in regards to the exercise of their voting rights (voting syndicate), maintaining their equity holdings in CIMPOR (lock up and stand still) and taking on restrictions as regards the sale of their equity interests (right of first refusal)", for an initial period of ten years.
At 31 December 2008, CIMPOR held 8,476,832 own shares in portfolio. During 2009 it disposed of 502,245 shares to its employees at an average price of around 2.994 euros, under the stock purchase and stock option plans referred to in section III.5. below.
| Date | No. Shares | Price (EUR) | Note | |
|---|---|---|---|---|
| 14 May | 175,345 | 3.263 | (1) | |
| 1 June | 326,900 | 2.850 | (2) | |
| (1) Stock Purchase Plan (2009) |
(2) Stock Option Plan (2009)
As no shares were purchased in 2009, the number of treasury shares in the portfolio at the end of the year was 7,974,587, corresponding to 1.19% of the Company's share capital.
The articles of association can be amended pursuant to the provisions established in law and according to the rules defined in the articles of association proper (Article 8).
Following the heavy fall in price in 2008, the stock markets started 2009 still in decline. This trend was reversed at the start of March and the markets ended the year in undoubtedly positive terrain: the Euronext 100 index grew 25.5% over the year while the main index of the Lisbon stock exchange (PSI20) increased 33.5% on the end of the preceding year (this was its best performance of the last twelve years).
The CIMPOR share price underwent notable recovery after reaching a low of 3.00 euros on 28 February. This recovery even surpassed that of the PSI20 index and the share price rose even more sharply after the preliminary announcement on 18 December of the launch of the takeover bid at the price of 5.75 euros, by the Brazil registered company Companhia Siderúrgica Nacional (CSN). Thus, the CIMPOR share price, after having recorded a high of 6.55 euros on 28 December, ended 2009 at 6.429 euros, 84.7% above the closing price at the end of 2008.
| 2009 | 2008 | |
|---|---|---|
| Share Capital (103 euros) |
672,000 | 672,000 |
| Number of shares (1) | ||
| Total | 672,000,000 | 672,000,000 |
| Treasury Shares | 7,974,587 | 8,476,832 |
| Share price (euros) | ||
| High | 6.550 | 6.200 |
| Low | 3.000 | 3.038 |
| Year end | 6.429 | 3.480 |
| Market capitalisation (103 euros) (1) |
4,320,288 | 2,338,560 |
| Gross dividend / share (euros) (2) | 0.20 | 0.185 |
| Dividend yield (2) (3) | 3.11% | 5.32% |
| Net income after M.I. (103 euros) |
237,025 | 219,441 |
| Payout ratio (2) | 56.7% | 56.7% |
| Transactions | ||
| By volume (1,000 shares) | 204,269 | 283,551 |
| By value (106 euros) |
991 | 1,404 |
| Market share | 3.1% | 2.6% |
| Annual Growth of Value | ||
| Euronext 100 | 25.5% | ‐ 45.2% |
| PSI 20 | 33.5% | ‐ 51.3% |
| CIMPOR shares | 84.7% | ‐ 42.7% |
(1) On 31 December
(2) In 2009: in accordance with proposal to be presented to General Meeting
(3) Relative to share price as year's end.
The referred to takeover bid – which had to acquire shares equivalent to half the share capital plus one share in order to be successful – was revised in 2010 and the offer price raised to 6.18 euros and the threshold for success lowered to one-third of the share capital plus one share. The takeover bid ended unsuccessfully on 22 February 2010.
Despite the fact that the preliminary announcement of the takeover bid led to a considerable increase of the number of shares traded at the end of the year, the overall value of shares traded in 2009, which was approximately one billion euros, corresponding to little more than 204 million shares, was around 29% below that recorded in 2008. Nevertheless, and despite the fall (more than 40%) in the total value of shares traded on the Euronext Lisbon market, the market share of CIMPOR shares rose from 2.6% to 3.1%.
The dividends for 2008 were paid on 12 June. The gross dividend amounted to 0.185 euros/share (0.148 euros in net terms), representing a decrease of almost 20% on the dividend paid in the previous year and gross earnings per share by shareholders of around 3.8% on the dividend payment date.
The Board of Directors of CIMPOR intends to maintain a divided distribution policy that takes into account:
The proposed allocation of the profits declared in the management report and relating to the individual activity of CIMPOR follows the policy guidelines set forth above, and the proposed dividend of 0.20 euros amounts to around 56.7% of the Group's net profit.
The Annual General meeting of CIMPOR held on 13 May 2009 decided, in relation to the Group's employee remuneration and incentive policy, and with a view to better alignment of employees' interests with the underlying goal of creating shareholder value, as in previous years and as proposed by the Board of Directors, to give employees the opportunity to invest in the company under advantageous terms. Such investment is likely to assist employees to better integrate the long-term goals of the Company and its shareholders.
Therefore, the sale of own shares to employees and board members of the Company and subsidiaries was approved, under a new Employee Stock Purchase Plan and under the "2009 Series" of the Stock Option Plan for the Group's directors and senior management, the regulations for which were established in 2002 (with minor changes introduced in March 2004) by the Remuneration Committee.
As in previous years, and in accordance with CMVM recommendation II.1.5.4, this approval by the General Meeting made explicit reference to the grounds for adopting the plans, and the resolution taken contained a summary of the essential characteristics of the approved plans including the prerequisites for awarding the options, the criteria for setting the price of the shares or for exercising the options (determined in relation to the listed share price at specific times) the periods in which the options may be exercised, and the granting of powers to the Board to execute or modify the plans. The proposals of the Board of Directors thus include all the elements needed for the correct evaluation of the plans, in line with the respective regulations.
This Plan is aimed at the directors and personnel with a stable labour relationship with CIMPOR or with companies with head offices in the Iberian Peninsula directly or indirectly controlled by CIMPOR - Cimentos de Portugal, SGPS, S.A., the directors and managers of the other Group companies (proposed by managers of the respective areas for that purpose) and other personnel (indicated for that purpose by the Executive Committee), contracted by companies in which the holding company or any company controlled by it has a shareholding. The Employee Stock Purchase Plan (for 2009) consisted of awarding each beneficiary - as decided by the Remuneration Committee with regard to the Directors of the holding company, and as decided by the Executive Committee in all other cases - the right to acquire a specific number of CIMPOR shares at 75% of the closing stock market price (rounded up) on the transaction date, and defined as follows:
Maximum number of shares to purchase = Gross monthly basic remuneration / 2
75% of closing market share price on transaction date
rounded down to the nearest multiple of five or ten shares, depending on whether the above formula results in fewer or more than 100 shares, respectively.
Of the 2,532 employees eligible to purchase CIMPOR shares according to this rule, 398 employees responded affirmatively (347 in Portugal and 51 in Spain) within the given timeframe (9 to 24 April). A total of 175,345 shares at a price of 3.263 euros per share were acquired.
The Stock Option Plan - 2009 Series applied to the Directors of the holding company who the Remuneration Committee decided to name as beneficiaries and the members of the Boards of Directors of subsidiaries and other Group personnel designated to that end by the Executive Committee.
As mentioned in the decision of the Annual General Meeting of 13 May 2009, the essential features of this plan (with the amendments made by the Remuneration Committee in March 2004) are as follows:
date of death);
• The plan and respective regulations may be revoked or changed at any time, by decision of the Remuneration Committee, without loss of the options already acquired.
339,000 initial options were granted to 202 Group Directors and managers in 2009 under this plan, during an exercise period running from 15 to 20 May. 190 of these exercised part or all of their options, at the price of 2.85 euros per share, acquiring a total of 326,900 shares.
Thus, in 2010 to 2012 inclusive, a maximum of 980,700 derivative options of this series may be exercised at the same price per share.
On the date of exercise of the derivative options corresponding to the 2006, 2007 and 2008 series none of those options (totalling 748,790) were exercised due to the market price of CIMPOR shares being lower than the respective exercise prices. A further 200 derivative options of the 2007 series (maturing in 2010) were also extinguished due to the resignation of the holder of those options.
| Series | |||||
|---|---|---|---|---|---|
| 2006 | 2007 | 2008 | 2009 | Total | |
| Exercise Price (euros) | 4.05 | 4.90 | 4.25 | 2.85 | ‐ |
| Options Granted | |||||
| Initial Options | 339,000 | 339,000 | |||
| Derivative Options | 1,017,000 | 1,017,000 | |||
| Total | 1,356,000 | 1,356,000 | |||
| Exercisable Options | 246,250 | 238,450 | 264,090 | 339,000 | 1,087,790 |
| Exercised Options | ‐ | ‐ | ‐ | 326,900 | 326,900 |
| Extinguished Options | |||||
| Exercisable in 2009 | |||||
| Due to non-exercise of Initial options | 12,100 | 12,100 | |||
| Due to non-exercise of Derivative options | 246,250 | 238,450 | 264,090 | 748,790 | |
| Exercisable in 2010 to 2012 | |||||
| Due to non-exercise of Initial options | 36,300 | 36,300 | |||
| For other reasons | ‐ | 200 | ‐ | ‐ | 200 |
| Total | 246,250 | 238,650 | 264,090 | 48,400 | 797,390 |
To summarize the situation for 2009:
Therefore, while the number of shares needed at the beginning of the year to meet the exercise of options granted up to 2008, inclusive, rose to 1,515,420, the number of shares needed at the end of the year to meet the exercise of all the options granted in the meantime was 1,747,130, broken down as follows:
| Options Exercisable in: | ||||
|---|---|---|---|---|
| Series | 2010 | 2011 | 2012 | Total |
| 2007 | 238,250 | ‐ | ‐ | 238,250 |
| 2008 | 264,090 | 264,090 | ‐ | 528,180 |
| 2009 | 326,900 | 326,900 | 326,900 | 980,700 |
| Total | 829,240 | 590,990 | 326,900 | 1,747,130 |
CIMPOR concluded an Agreement in Principle with Teixeira Duarte – Engenharia e Construções, S.A. on 28 April 2009, with the aim of terminating their joint ownership of the company C+PA – Cimento e Produtos Associados, S.A. through the division of the assets held by this company following a legal framework to the defined. ING Bank N.V. was hired to make an independent evaluation of the referred to company and each of its assets as well as to issue a fairness opinion on the transactions in question.
The implementation of that Agreement established the negotiation and conclusion of the necessary binding contractual instruments in the period of three months as well as obtaining all the necessary legal authorisations or permission, particularly those from third parties. Since such was not possible within the aforementioned time period, CIMPOR proposed the extension of the period for a further three months, but Teixeira Duarte – Engenharia e Construções, S.A. considered the agreement to have expired and did not agree to such as extension.
It was not possible, however, to find a solution that satisfied both parties, despite all efforts that were subsequently made to reach a new agreement that met with the interests of third parties involved in the negotiations and guaranteed compliance with the guiding principles of the Agreement signed in April.
Apart from the sale of own shares under the stock purchase and stock option plans referred to in sections II.4.3 and III.5 above, neither the Company nor any of the companies it controls has undertaken any business or operation with any members of its management and auditing bodies, holders of qualified shareholdings or companies that are in a group or control relationship with these, with the exception of some transactions of no financial significance to any of the parties involved, and which were conducted under normal market conditions for similar operations and executed as part of the CIMPOR Group's regular business activity.
In order to maintain a close relationship with the stock market, CIMPOR has had an Investor Relations Office since it was first listed in 1994. This office is responsible for informing the financial community about the evolution of the Group's business and for supporting current and potential shareholders in CIMPOR in their relations with the Company, in full compliance with the principle of equal treatment of shareholders and with CMVM recommendation III.1.2.
In addition to information which might influence the price of shares, which is made available through the CMVM site (www.cmvm.pt), this office's contact with private and institutional investors, fund managers and other collective investment bodies, analysts and other stock market operators is maintained through presentations, meetings and replies to requests for information by telephone, email or regular post.
| Investor Relations Office contacts: | |||
|---|---|---|---|
| Address: Investor Relations Office CIMPOR – Cimentos de Portugal, SGPS, S.A. Rua Alexandre Herculano, 35 1250-009 Lisboa PORTUGAL |
Personal Contacts: Filipa S. Mendes |
||
| Telephones | Fax | Internet | |
| 21 311 81 00 21 311 88 89 |
21 311 88 67 | [email protected] | www.cimpor.com |
In addition, material information and other information of interest related to the Group's business, notices convening General Meetings and information on admission to those meetings, annual reports and accounts, a brief description of the shareholder structure and the development of the CIMPOR share price are also posted on the www.cimpor.com site.
In addition to the above items and compulsory information, as required under Article 4 of CMVM Regulation 1/2007, disclosed in Portuguese and English (which is also in accordance with CMVM recommendation III.1.3.) the site also includes the following:
The Audit Board's Regulations;
CIMPOR's Sustainability Report; and
The site also enables any interested party to immediately receive information published by CIMPOR via a mailing list created for the purpose.
Filipa Saraiva Mendes has served as the representative for relations with the stock market and the CMVM, pursuant to and for the purposes of the Securities Market Code, since 1 October 2004.
In 2009, the total cost of services rendered to the CIMPOR Group by its external auditors (Deloitte & Touche), including all the natural or legal persons belonging to its "network" (as set forth in European Commission Recommendation no. C (2002) 1873 of 16 May), amounted to 1,521,818 euros, broken down as follows:
| a) legal certification of accounts | 84.99 % |
|---|---|
| b) other assurance services | 6.37 % |
| c) tax consultancy services | 7.88 % |
| e) services other than legal certification of accounts | 0.76 % |
To safeguard the independence of these entities, the acquisition from them of any type of service that may jeopardize such independence is expressly forbidden, Specifically:
In addition, the acquisition of services from the external auditor or entities belonging to its "network", both in Portugal and in the countries where the Group operates, must comply with a set of rules established by the holding company and communicated to all Group companies. And so, besides prohibiting the contracting of the aforementioned services, the following must be emphasized:
(Termination of period in office: 2012)
Chairman of the Board of Directors (since August 2001) and Chairman of the Executive Committee (since 3 December 2009)
Born in Lisbon, Portugal, on 19 November 1936. Graduated in Industrial Chemical Engineering from the Instituto Superior Técnico - IST (1959), Master of Science (1966) and Doctor of Philosophy (1968), from Birmingham University, Ph.D. in Engineering (1973) from IST and Professor (1979) at IST (retired).
Professional activities in last 5 years:
Positions in other companies, as at 31 December 2009:
• Chairman of the Board of Directors of Companhia Industrial de Resinas Sintéticas (CIRES), S.A.
Number of shares of CIMPOR – Cimentos de Portugal, SGPS, S.A. held at 31 December 2009: 106,550.
Member of the Board of Directors (since August 2001)
Born in Lisbon, Portugal, on 7 July 1933. Graduated in Finance from the Instituto Superior de Ciências Económicas e Financeiras.
Professional activities in last 5 years:
Positions in other companies, as at 31 December 2009:
National President of the Portuguese Red Cross
Director
Number of shares of CIMPOR – Cimentos de Portugal, SGPS, S.A. held at 31 December 2009: 3,820.
Member of the Board of Directors (since August 2003)
Born in Santiago de Compostela, Spain, on 11 February 1947. Graduated in Law from the University of Santiago de Compostela.
Professional activities in last 5 years:
Positions in other companies, as at 31 December 2009:
Number of shares of CIMPOR – Cimentos de Portugal, SGPS, S.A. held at 31 December 2009: 2,200.
Member of the Board of Directors (since 13 May 2009)
Born in Lisbon, Portugal, on 10 June 1958. Graduated in Management from Instituto Superior de Ciências do Trabalho e da Empresa (ISCTE), MBA (Universidade Nova de Lisboa) and Ph.D in Management (ISCTE).
Professional activities in last 5 years:
• Those listed below
Positions in other companies, as at 31 December 2009:
No shares of CIMPOR – Cimentos de Portugal, SGPS, S.A. were held at 31 December 2009.
Member of the Board of Directors (since April 2005)
Born in Portalegre, Portugal, on 10 January 1954. Supplementary High School Course (1971) and attended North East London Polytechnic (Business Studies), in London (1972-1974).
Professional activities in last 5 years / Posts held in other companies at 31 December 2009:
Number of shares of CIMPOR – Cimentos de Portugal, SGPS, S.A. held at 31 December 2009: 1,050.
Member of the Board of Directors (since 13 May 2009)
Born in Angola, on 7 November 1954. Graduated in Business Management and Organisation from ISCTE. Master's Degree in Applied Economics (Faculty of Economics of Universidade Nova de Lisboa).
Professional activities in last 5 years:
Positions in other companies, as at 31 December 2009:
Vice-Chairman of the Board of Directors of Banco Caixa Geral Brasil, S.A.
Director
No shares of CIMPOR – Cimentos de Portugal, SGPS, S.A. were held at 31 December 2009.
Member of the Board of Directors (since April 2005)
Born in La Coruña, Spain, on 15 July 1948. Graduated in Economic Sciences from the Faculty of Barcelona.
Professional activities in last 5 years:
Positions in other companies, as at 31 December 2009:
Number of shares of CIMPOR – Cimentos de Portugal, SGPS, S.A. held at 31 December 2009: 1,130
Member of the Board of Directors (since August 2001), Member of the Executive Committee (from August 2001 to 3 December 2009). Chairman of the Executive Committee (from 27 May 2009 to 3 December 2009).
Born in Lisbon, Portugal, on 4 December 1950. Graduated in Civil Engineering from the Instituto Superior Técnico of the Universidade Técnica de Lisboa.
Professional activities in last 5 years:
Positions in other companies of the CIMPOR Group, as at 31 December 2009:
Other positions in companies outside the CIMPOR Group, at 31 December 2009:
Number of shares of CIMPOR – Cimentos de Portugal, SGPS, S.A. indirectly held at 31 December 2009: 958,916
Member of the Board of Directors and the Executive Committee of CIMPOR – Cimentos de Portugal, SGPS, S.A. (since January 1997). Between February 1987 and January 1997 he was also director of the companies which, after a series of transformations, resulted in the present CIMPOR – Cimentos de Portugal, SGPS, S.A.
Born in Lisbon, Portugal, on 4 June 1947. Graduated in Chemical Engineering from the Instituto Superior Técnico of the Universidade Técnica de Lisboa.
Professional activities in last 5 years:
Positions in other companies of the CIMPOR Group, at 31 December 2009:
Cimpor Trading, S.A., Sociedade Unipessoal (Spain)
Cimpor Egypt for Cement Company, S.A.E. (Egypt)
Other positions in companies outside the CIMPOR Group, at 31 December 2009:
Number of shares of CIMPOR – Cimentos de Portugal, SGPS, S.A. held at 31 December 2009: 197,860
Member of the Board of Directors and Member of the Executive Committee (since August 2001)
Born in Lisbon, Portugal, on 24 February 1955. Graduated in Business Management and Administration from the Faculty of Human Sciences of Universidade Católica Portuguesa (1977).
Professional activities in last 5 years:
• Executive Director of CIMPOR and member of the Board of Directors of various Group companies, in Portugal and abroad.
Positions in other companies of the CIMPOR Group, at 31 December 2009:
Asment de Témara, S.A. (Morocco)
Asment du Centre, S.A. (Morocco)
Other positions in companies outside the CIMPOR Group, at 31 December 2009:
Number of shares of CIMPOR – Cimentos de Portugal, SGPS, S.A. held at 31 December 2009: 216,860
Member of the Board of Directors (since 13 May 2009) and Member of the Executive Committee (since 27 May 2009)
Born in Marinha Grande, Portugal, on 3 June 1956. Graduated in Business Management and Organisation from Instituto Superior de Economia of the Universidade Técnica de Lisboa. Master of Sciences in Industrial Relations and Personnel Management from the London School of Economics and Political Science of London University.
Professional activities in last 5 years:
Positions in other companies of the CIMPOR Group, at 31 December 2009:
Other positions in companies outside the CIMPOR Group, at 31 December 2009:
• Director of C+PA – Cimento e Produtos Associados, S.A. (subsidiary of CIMPOR)
Number of shares of CIMPOR – Cimentos de Portugal, SGPS, S.A. held at 31 December 2009: 25,000
Member of the Board of Directors (since 13 May 2009) and Member of the Executive Committee (since 27 May 2009)
Born in Zimbabwe on 4 August 1965. Graduated in Economics from Universidade Nova de Lisboa. MBA (INSEAD France)
Professional activities in last 5 years:
• Executive Director of CIMPOR and member of the Board of Directors of various Group companies, in Portugal and abroad.
Positions in other companies of the CIMPOR Group, at 31 December 2009:
No shares in CIMPOR – Cimentos de Portugal, SGPS, S.A. were held at 31 December 2009.
Member of the Board of Directors (since 25 November 2009)
Born in Lisbon, Portugal, on 27 October 1952. Graduated in Chemical Engineering from Instituto Superior Técnico.
Professional activities in last 5 years / Posts held in other companies at 31 December 2009:
No shares in CIMPOR – Cimentos de Portugal, SGPS, S.A. were held at 31 December 2009.
Chairman of the Audit Board (since March 1992, already holding since February 1987 the post of Chairman of the Supervisory Committee of CIMPOR – Cimentos de Portugal E.P.)
Born in Lisbon, Portugal, on 19 February 1934. Graduated in Civil Engineering from Instituto Superior Técnico.
Professional activities in last 5 years:
No shares in CIMPOR – Cimentos de Portugal, SGPS, S.A. were held at 31 December 2009.
Member of Audit Board (since May 2007)
Born in Beja, Portugal, on 4 October 1954. Graduated in Business Management and Administration from the Faculty of Human Sciences of Universidade Católica Portuguesa (1977).
Professional activities in last 5 years:
Positions in other companies, as at 31 December 2009:
No shares in CIMPOR – Cimentos de Portugal, SGPS, S.A. were held at 31 December 2009.
Member of the Audit Board (since 13 May 2009) Jaime de Macedo Santos Bastos was, in an individual capacity, substitute member of the Audit Board between May 2007 and January 2008 and full member from January 2008 to May 2009.
Jaime de Macedo Santos Bastos was born in Lisbon, Portugal, on 26 November 1956. Graduated in Business Management and Administration from the Faculty of Human Sciences of Universidade Católica Portuguesa (1980) and as a Statutory Auditor (1987).
Professional activities in last 5 years / Posts held in other companies at 31 December 2009:
• Statutory Auditor of various companies, representing the J. Bastos, C. Sousa Góis & Associados, SROC, Lda firm. (the firm is registered with the Portuguese Society of Statutory Auditors as number 104)
Neither the firm or its representative held any shares of CIMPOR – Cimentos de Portugal, SGPS, S.A. at 31 December 2009.
| Fixed | Variable Remuneration | Total | ||
|---|---|---|---|---|
| (amounts in euros) | Remuneration (1) | Bonus (2) | Shares (3) | Remuneration |
| Ricardo Bayão Horta | ||||
| As non-executive director (4) | 265,500.00 | ‐ | ‐ | 265,500.00 |
| As executive director (5) | 22,460.06 | ‐ | ‐ | 22,460.06 |
| Luís Eduardo da Silva Barbosa (6) | 59,112.50 | ‐ | ‐ | 59,112.50 |
| Jacques Lefèvre (7) | 21,670.83 | ‐ | ‐ | 21,670.83 |
| Jean Carlos Ângulo (8) | 61,916.67 | 45,000.00 | ‐ | 106,916.67 |
| Jorge M. T. Salavessa Moura | ||||
| As non-executive director(5) | 4,500.00 | ‐ | ‐ | 4,500.00 |
| As executive director(4) | 290,524.04 | 550,000.00 | 80,120.00 | 920,644.04 |
| Luis Filipe Sequeira Martins (9) | 288,334.87 | 340,000.00 | 50,075.00 | 678,409.87 |
| Manuel Luís B. de Faria Blanc (9) | 286,260.48 | 340,000.00 | 50,075.00 | 676,335.48 |
| Pedro Maria C. Teixeira Duarte | ||||
| As non-executive director(10) | 19,750.00 | ‐ | ‐ | 19,750.00 |
| As executive director(8) | 159,245.76 | 350,000.00 | 90,135.00 | 599,380.76 |
| Vicente Ária Mosquera (6) | 59,112.50 | ‐ | ‐ | 59,112.50 |
| José Manuel Baptista Fino (6) | 59,112.50 | ‐ | ‐ | 59,112.50 |
| José Enrique Freire Arteta (6) | 59,112.50 | ‐ | ‐ | 59,112.50 |
| António S. Gomes Mota (11) | 40,050.78 | ‐ | ‐ | 40,050.78 |
| Jean Desazars de Montgailhard (11) | ‐ | ‐ | ‐ | ‐ |
| Jorge H. Correia Tomé (11) | ‐ | ‐ | ‐ | ‐ |
| António C. C. de Morais Varela (12) | 182,249.55 | ‐ | ‐ | 182,249.55 |
| Albert Corcos (11) | 87,849.82 | ‐ | ‐ | 87,849.82 |
| Luis M. da Silveira Ribeiro Vaz (12) | 174,698.51 | ‐ | ‐ | 174,698.51 |
| Pedro Manuel Abecassis Empis (13) | 6,150.00 | ‐ | ‐ | 6,150.00 |
| Total | 2,147,611.37 | 1,625,000.00 | 270,405.00 | 4,043,016.37 |
(1) Includes supplementary pension schemes, subsidies and difference between purchase price of shares acquired under the Share Purchase Plan (see section III.5.1.) and the respective market price on the acquisition date.
(2) Variable remuneration paid in cash
(3) Difference between purchase price of shares acquired under the Share Options Plan for Directors and Senior Management of the Group (see sections II.4.2 and III.5.2) and the respective market price on the acquisition date.
(4) From 1 January to 3 December 2009
(5) From 3 December 2009
(6) Non-Executive Director
(7) Non-Executive Director (from 1 January to 13 May 2009)
(8) Executive Director (from 1 January to 13 May 2009)
(9) Executive Director
(10) From 13 May to 30 September 2009
(11) Non-Executive Director (from 13 May 2009)
(12) Executive Director (from 13 May 2009)
(13) Non-Executive Director (from 25 November 2009)
Following the global financial crisis which began in 2007, 2009 was primarily marked by a notable drop in activity levels in most developed countries and the ensuing global downturn of the world economy by approximately 0.8%. The sharp decline in the levels of confidence of economic agents caused a significant drop in demand and a sharp reduction in international trade flows during the first half of the year, while in the second half the signs of recovery were already clearly visible as a result of the stabilisation and economic stimulus programmes implemented in the majority of countries.
This contrast was very evident in the U.S. economy: after a first quarter when GDP fell more than 6%, the last three months recorded annualised growth at a rate close to 5%, in response to stimulus from fiscal and monetary policies. Nevertheless, the decline of investment and private consumption led to GDP shrinking by around 2.4% for the year as a whole.
The Euro zone economy in 2009 registered almost identical behaviour, albeit with less pronounced ups and downs: GDP fell in the first six months (driven by significant reductions of exports and investment), followed by slight growth in the last two quarters - though not enough to prevent GDP declining in the region of 4% for the year as a whole. The worsening of the general government deficit of the entire Euro zone is of particular concern - from approximately 2% to close on 6% of GDP - as a result of the heavily expansionary fiscal policies adopted by the different governments to stimulate domestic demand.
The emerging economies, although registering some slowdown, were still quite dynamic, growing by almost 2.1% as a whole and increasingly taking on the role as one of the major drivers of world economic development. In this context, China, in terms of both its size and the growth rate achieved in 2009 (around 8.5%), continued to play a decisive role.
In Latin America, the effects of global economic crisis - particularly the fall in international trade during the first half of the year - led to a GDP decrease of around 2.7% (compared to a 4.2% increase the preceding year). The same was true in the African countries most exposed to international financial markets - as is the case of South Africa. The crisis did not, however, hinder growth in the region of 2% on the continent as a whole.
World consumption of cement in 2009 according to the latest estimates will have been slightly over 3 billion tons, an increase of 7% on the preceding year. However, excluding China, where demand will have reached close on 1.6 billion tons (19.7% up on 2008), cement consumption declined by almost 6%.
The impact of the severe international economic and financial crisis, which began in the middle of the previous year, hit virtually all the countries of Europe and North America, generating significant falls in consumption, particularly in Ireland (-40%), Spain (- 33%), Russia (-33%), Ukraine (-30%) and USA (-26%). The decline in consumption in Eastern Europe will have been approximately 24%, while in Western Europe it will have attained 17%.
Besides China, India and also the entire Middle East region - both increasing of about 9% - were important exceptions to this recessionary climate. Of particular note in the Middle East region was the growth registered in Egypt (close to 25%).
In Latin America and sub-Saharan Africa cement consumption remained at virtually the same level as the preceding year, despite the declines registered in Colombia and South Africa (around 13%).
Generally, cement retail prices in both Western Europe and the USA showed great resilience to the crisis in the sector, thus mitigating the impact of the crisis on the industry's profitability. Italy and Spain, with estimated price reductions of about 7% and 11%, respectively, were the main exceptions to this rule. In Eastern Europe, most Middle East countries and some Asian countries (including China), there were more or less significant declines in price, in contrast to the strong increases generally observed in Africa and Latin America.
Accordingly, trading activity would be seriously undermined by the sharp drop in demand from the traditional major importing countries (such as the USA, Spain and Russia), which would create some pressure on domestic prices in markets such as China, Thailand and Turkey, which have excess production and found it very difficult to sell their surpluses.
In this climate, the mergers and acquisitions that occurred in the sector in 2009 were mainly driven by some major cement groups' need to reduce debt levels. Of particular note in this regard was Cemex selling its operations in Australia to Holcim and the divestments made by Lafarge in Turkey, Italy and Chile.
In 2009, the CIMPOR Group's net profit after minority interests was EUR 237 million, amounting to growth of around 8.0% on the profits of the previous year (5.0% excluding non-recurring profits) and raising the Group's return on equity (ROE) to almost 15.2% (30 b.p. higher than in 2008).
In operational terms, CIMPOR demonstrated throughout the entire year notable resilience to the serious crisis besetting the world economy and the cement sector in particular, clearly proving the quality of the Group's assets and the excellence of its growth and internationalisation strategy: despite the extremely unfavourable climate of the Iberian market, the Operating Cash Flow (EBITDA) generated in 2009 increased by 3.3% to the amount of EUR 606 million, which is practically equal to its highest ever value. Excluding the costs in recent months of restructuring, especially in the concrete and aggregates areas (close on EUR 10.1 million), the growth of this indicator even exceeded 5%.
| (EUR million) | 2009 | 2008 | Change | 2007 |
|---|---|---|---|---|
| Turnover | 2,085.5 | 2,088.9 | ‐ 0.2 % | 1,966.1 |
| Operating Cash Costs | 1,479.6 | 1,502.5 | ‐ 1.5 % | 1,359.1 |
| Operating Cash Flow (EBITDA) | 605.9 | 586.3 | 3.3 % | 607.0 |
| Depreciation & Provisions | 229.0 | 193.7 | 18.2 % | 168.9 |
| Operating Income (EBIT) | 376.9 | 392.6 | ‐ 4.0 % | 438.1 |
| Financial Income | ‐ 63.1 | ‐ 134.4 | n.s. | ‐ 48.0 |
| Pre-tax Income | 313.8 | 258.3 | 21.5 % | 390.1 |
| Income Tax | 68.1 | 24.9 | 173.0 % | 69.3 |
| Net Income | 245.7 | 233.3 | 5.3 % | 320.8 |
| Attributable to: | ||||
| Shareholders | 237.0 | 219.4 | 8.0 % | 304.1 |
| Minority Interests | 8.7 | 13.9 | ‐ 37.6 % | 16.7 |
| Earnings per share (euros) | 0.357 | 0.330 | 8.3 % | 0.454 |
Despite the impact of the above-referred costs on the EBITDA margin (subtracting around 0.5 p.p.), that margin recorded positive growth of 1.0 p.p. to register 29.1% for the year.
The Egypt, South Africa and Brazil business areas - benefiting from the rise of sale prices combined with, in the first two cases, market growth and greater cement manufacturing capacity with own clinker, respectively - were the driving forces of that growth, jointly accounting for an increase to Operating Cash Flow of almost EUR 76 million. Also deserving note, though less expressive in absolute terms, are the good performances recorded by the Tunisia business area and, in particular, the India business area which, in this its first full year of activity (within the CIMPOR Group), saw its EBITDA margin increase more than 9 p.p..
The Portugal and Spain business areas – heavily affected by a significant decline in cement consumption, accompanied in Spain by a sharp fall in sale prices - registered, on the other hand, a significant decrease of their Operating Cash Flow.
The lower profitability generated in 2009 in the majority of the other business areas was likewise due, on the whole, to shrinking demand (Cape Verde and trading activity), the decline in cement prices (China, from the middle of the year onwards) or the combination of these two factors (Turkey). The reduction of EBITDA in Mozambique is wholly explained by the continued existence of certain operational problems and the consequent worsening of maintenance costs.
| (EUR million) | 2009 | 2008 | 2007 | |
|---|---|---|---|---|
| Portugal | 149.6 | 171.9 | ‐ 13.0 % | 172.7 |
| Spain | 46.6 | 82.9 | ‐ 43.8 % | 137.8 |
| Morocco | 41.8 | 41.0 | 2.1 % | 35.2 |
| Tunisia | 19.6 | 17.0 | 15.4 % | 18.9 |
| Egypt | 104.5 | 73.2 | 42.7 % | 58.6 |
| Turkey | 11.1 | 15.6 | ‐ 29.2 % | 38.6 (1) |
| Brazil | 123.1 | 102.3 | 20.3 % | 73.9 |
| Mozambique | 11.9 | 13.6 | ‐ 12.5 % | 12.3 |
| South Africa | 70.4 | 46.2 | 52.5 % | 43.0 |
| China | 4.7 | 6.3 | ‐ 24.1 % | 1.8 (2) |
| India | 9.9 | 3.1 (3) | 216.6 % | ‐ |
| Cape Verde | 3.8 | 4.2 | ‐ 9.5 % | 3.0 |
| Trading / Shipping | 6.4 | 7.5 | ‐ 14.5 % | 6.3 |
| Other Activities | 2.4 | 1.5 | 55.5 % | 4.8 |
| Total | 605.9 | 586.3 | 3.3 % | 607.0 |
| EBITDA Margin | 29.1% | 28.1% | 30.9 % | |
(1) March - December (2) July - December (3) April - December
Depreciation and Provisions - as a result of the acquisitions made in late 2008 and investments that have been concluded in the meantime - increased by nearly 18%, leading to a decrease in operating income of close on EUR 16 million. Nonetheless, with non-recurring items eliminated, it slightly exceeded EUR 400 million, recording growth of 2.1% and maintaining the Return on Capital Employed (ROCE), net of taxes, at 9.1%.
In spite of the decline of consumption in the markets of Turkey, Cape Verde and, above all, Portugal, Spain and South Africa, cement and clinker sales of the CIMPOR Group, benefiting from the extension of the Group's consolidation perimeter and the growth of demand in the Egypt market, amounted to around 27.4 million tons in 2009, 2.2% up on the previous year.
Contrasting with the heavy increases recorded in the business areas of India (integrated in April 2008), China (due to the growth of installed capacity) and Egypt, in particular, the Portugal, South Africa and Cape Verde business areas registered significant decreases. Cement and clinker sales in the specific case of Portugal were affected by, in addition to the decline in domestic demand (estimated to be approximately 16%), a significant fall in exports, primarily caused by the shrinkage of the Spanish market. In the Spain business area, despite the fact that cement consumption fell nationwide by almost 33%, the Group's sales remained practically unchanged owing to the contribution from the operations in the Canary Islands taken over at the end of 2008.
| (Thousand tons) | 2009 | 2008 | Change | 2007 |
|---|---|---|---|---|
| Portugal | 4,251 | 5,636 | ‐ 24.6 % | 6,133 |
| Spain | 3,147 | 3,190 | ‐ 1.3 % | 4,055 |
| Morocco | 1,175 | 1,154 | 1.9 % | 1,130 |
| Tunisia | 1,614 | 1,521 | 6.1 % | 1,461 |
| Egypt | 4,151 | 3,200 | 29.7 % | 2,822 |
| Turkey | 2,184 | 2,250 | ‐ 2.9 % | 2,308 (1) |
| Brazil | 4,532 | 4,652 | ‐ 2.6 % | 4,316 |
| Mozambique | 777 | 744 | 4.5 % | 665 |
| South Africa | 1,432 | 1,641 | ‐ 12.7 % | 1,450 |
| China | 3,610 | 2,989 | 20.8 % | 1,442 (2) |
| India | 1,128 | 664 (3) | 69.8 % | ‐ |
| Cape Verde | 224 | 287 | ‐ 21.9 % | 242 |
| Subtotal | 28,226 | 27,929 | 1.1 % | 26,025 |
| (Intra-group sales) | (824) | (1,122) | n.s. | (1,479) |
| Consolidated total | 27,402 | 26,807 | 2.2 % | 24,547 |
| (1) March - December | (2) July - December | (3) April - December |
As a result of the market crises in Portugal, Spain and Turkey, sales of ready-mix concrete (7.3 million cubic metres), aggregates (13.9 million tons) and mortar (543,000 tons) declined sharply, which was decisive in keeping the Group Turnover - totalling around EUR 2.1 billion – at a value below that obtained in 2008.
| Product/Business Area | 2009 | 2008 | Change | 2007 |
|---|---|---|---|---|
| Concrete (1,000 m3) | ||||
| Portugal | 2,253 | 2,887 | ‐ 22.0 % | 3,195 |
| Spain | 2,190 | 2,382 | ‐ 8.1 % | 2,965 |
| Turkey | 870 | 1,360 | ‐ 36.0 % | 983 * |
| Brazil | 1,274 | 1,241 | 2.6 % | 996 |
| Other Business Areas | 677 | 696 | ‐ 2.7 % | 525 |
| Total | 7,264 | 8,567 | ‐ 15.2 % | 8,664 |
| Aggregates (1,000 ton) | ||||
| Portugal | 6,431 | 7,399 | ‐ 13.1 % | 6,904 |
| Spain | 4,926 | 5,260 | ‐ 6.3 % | 5,296 |
| Turkey | 1,207 | 2,293 | ‐ 47.3 % | 1,946 * |
| South Africa | 831 | 740 | 12.3 % | 811 |
| Other Business Areas | 495 | 417 | 18.8 % | 240 |
| Total | 13,891 | 16,109 | ‐ 13.8 % | 15,196 |
| Mortar (1,000 ton) | 543 | 562 | ‐ 3.5 % | 543 |
Concrete, Aggregates and Mortar Sales
* March – December
In this regard, besides the contribution from the new business area of India, the strong growth registered in Egypt (+49.2%), China (+23.5%), South Africa (+10.5%) and Tunisia (+9.1%) is to be highlighted, though they were not enough to offset the decline of this indicator that was recorded in Spain (-8.4%), Portugal (-17.9%), Cape Verde (-25.6%) and Turkey (-31.1%). As a result of these developments, Portugal and Spain's relative share of the Group's Turnover, excluding internal transactions, decreased from 39% in 2008 to only 35% in 2009.
| Turnover | ||||||||
|---|---|---|---|---|---|---|---|---|
| (EUR million) | 2009 | 2008 | Change | 2007 | ||||
| Portugal | 448.8 | 546.6 | ‐ 17.9 % | 562.6 | ||||
| Spain | 328.8 | 358.8 | ‐ 8.4 % | 470.9 | ||||
| Morocco | 94.2 | 88.8 | 6.0 % | 80.5 | ||||
| Tunisia | 69.9 | 64.0 | 9.1 % | 59.7 | ||||
| Egypt | 240.6 | 161.2 | 49.2 % | 120.6 | ||||
| Turkey | 107.5 | 156.1 | ‐ 31.1 % | 163.1 (1) | ||||
| Brazil | 427.4 | 401.3 | 6.5 % | 322.0 | ||||
| Mozambique | 80.9 | 77.4 | 4.6 % | 60.1 | ||||
| South Africa | 152.8 | 138.2 | 10.5 % | 129.8 | ||||
| China | 81.1 | 65.6 | 23.5 % | 23.9 (2) | ||||
| India | 52.9 | 32.3 (3) | 63.9 % | ‐ | ||||
| Cape Verde | 31.3 | 42.1 | ‐ 25.6 % | 30.5 | ||||
| Other Activities | 101.0 | 142.6 | ‐ 29.2 % | 133.6 | ||||
| Subtotal | 2,217.0 | 2,275.0 | ‐ 2.5 % | 2,157.2 | ||||
| (Intra-group Sales) | (131.5) | (186.2) | n.s. | (191.2) | ||||
| Consolidated Total | 2,085.5 | 2,088.9 | ‐ 0.2 % | 1,966.1 | ||||
| (1) March – December | (2) July – December | (3) April – December |
Financial income, excluding non-recurring costs, was approximately negative EUR 50.5 million, which is an improvement of almost EUR 9 million on the previous year's figure, following the same criteria (when Financial Income was affected by the exceptional recognition of a loss of approximately EUR 77 million). Net interest expenditure in particular increased less than EUR 2 million, which demonstrates, in contrast with the increase (16.4% in terms of annual average balance) of Net Financial Debt, a notable reduction of the cost of debt.
Income tax grew by only 1.9%, once the non-recurring earnings reported in 2008 and 2009 are eliminated (in the net values of approximately EUR 49.6 million and EUR 7.8 million, respectively).
As a result of concluded investments and the appreciation against the euro of some currencies of the countries in which the Group operates (especially Brazil and South Africa), the amount of Capital Employed (not considering investments in progress) increased by almost EUR 336 million (9.9%) in 2009, to exceed EUR 3.7 billion.
The above-referred investments included the conclusion of the new Hasanoglan plant (Turkey), the Huaian grinding plant (China) and the project to expand the production capacity of the João Pessoa facility (Brazil), which raised the CIMPOR Group's total cement production capacity with own clinker from 31.0 million tons to 33.5 million tons/year. Also noteworthy among the investments made are the installation of a third grinding facility at the Asment Témara plant (Morocco) and the construction of the new Shanting plant (China), which has already been completed in 2010 and has added a further 2.4 million tons/year to the Group's overall production capacity.
Net financial debt, which, including equivalent items, was EUR 1.933 billion euros at the end of 2008, had decreased to EUR 1.709 billion by December 2009 - a reduction of almost 11.6%. This decrease meant that net debt's share of total Capital Invested decreased between those two dates from approximately 52% to a little under 45%, and the Net Debt/EBITDA ratio lowered from 3.2 to 2.8.
Besides the high level of cash flow generated during the year, the success obtained with the Working Capital Reduction Programme, which was initiated in early 2009, was likewise decisive in this development since it resulted in a decrease to that indicator of more than EUR 50 million (almost 13%), bringing it down to a level of activity virtually identical to the previous year.
| (EUR million) | 2009 | 2008 | Change | 2007 |
|---|---|---|---|---|
| Working Capital | 351.9 | 403.4 | ‐ 12.8 % | 307.0 |
| Tangible Fixed Assets | 1,986.4 | 1,705.3 | 16.5 % | 1,682.0 |
| Goodwill | 1,352.3 | 1,277.0 | 5.9 % | 1,283.7 |
| Other Assets (net Other Liabilities) | 28.0 | (3.2) | n.s. | (58.1) |
| Capital Employed | 3,718.6 | 3,382.5 | 9.9 % | 3,214.6 |
| Investments in Progress | 142.1 | 302.9 | ‐ 53.1 % | 213.1 |
| Financial Investments | 31.1 | 105.2 | ‐ 70.5 % | 168.4 |
| Other Non-Operating Assets (net) | (68.3) | (87.5) | n.s. | (97.7) |
| Invested Capital | 3,823.4 | 3,703.2 | 3.2 % | 3,498.4 |
| Net Financial Debt | 1,698.7 | 1,862.6 | ‐ 8.8 % | 1,359.3 |
| (Available for sale Investments) | (62.1) | (4.1) | n.s. | (9.8) |
| Provisions | 72.1 | 74.7 | ‐ 3.5 % | 71.5 |
| Financial Debt and Equivalent | 1,708.6 | 1,933.2 | ‐ 11.6 % | 1,421.1 |
| Equity attributable to: | ||||
| Shareholders | 1,830.5 | 1,505.1 | 21.6 % | 1,796.4 |
| Minority Interests | 92.5 | 110.7 | ‐ 16.5 % | 102.9 |
| Deferred Taxes | 126.5 | 94.3 | 34.1 % | 75.1 |
| Provisions for Taxes and Others | 65.2 | 59.8 | 9.0 % | 102.9 |
| Equity and Equivalents | 2,114.8 | 1,770.0 | 19.5 % | 2,077.3 |
| Invested Capital | 3,823.4 | 3,703.2 | 3.2 % | 3,498.4 |
| Return on Capital Employed | 9.1 % | 9.1 % | 11.7 % | |
| Return on Equity | 15.2 % | 14.9 % | 16.6 % |
* Adjusted for non-recurring profits
| Unit | Portugal (1) | Spain (1) | Morocco | Tunisia | Egypt | Turkey | |
|---|---|---|---|---|---|---|---|
| Cement Activity | |||||||
| Installed Capacity (2) | $10^3$ ton | 6970 | 3 2 2 0 | 1 2 8 0 | 1640 | 3 9 0 0 | 3035 |
| Cement and Clinker Sales | 10 ton | 4 2 5 1 | 3 1 4 7 | 1 1 7 5 | 1614 | 4 1 5 1 | 2 1 8 4 |
| Market Share | 55.8% | 10.5% | 8.1% | 23.4% | 8.6% | 5.3% | |
| Overall Activity | |||||||
| Turnover | 6 10 euros |
448.8 | 328.8 | 94.2 | 69.9 | 240.6 | 107.5 |
| Operating Cash Flow (EBITDA) | 10 euros | 149.6 | 46.6 | 41.8 | 19.6 | 104.5 | 11.1 |
| Operating Income (EBIT) | 6 10 euros |
94.0 | 0.5 | 33.2 | 11.9 | 93.2 | $-18.7$ |
| Net Profit before Minority Interests | 10 euros | 74.8 | $-5.9$ | 22.2 | 12.5 | 89.1 | $-16.7$ |
| Capital Employed | 6 10 euros |
546.3 | 696.7 | 81.3 | 114.6 | 241.6 | 601.3 |
| Industrial Investment | 6 10 euros |
18.8 | 18.8 | 9.6 | 4.4 | 9.1 | 62.2 |
| Employees (31 Dec) | unit | 1407 | 1 1 1 9 | 205 | 209 | 493 | 825 |
| Turnover / Employee | $-3$ 10 euros |
306 | 269 | 460 | 323 | 490 | 128 |
| Value Added / Employee | 10 euros | 144 | 92 | 233 | 108 | 224 | 36 |
| EBITDA Margin | 33.3% | 14.2% | 44.4% | 28.1% | 43.4% | 10.3% | |
| EBIT Margin | 21.0% | 0.1% | 35.3% | 17.1% | 38.7% | $-17.4%$ |
| Unit | Brazil | Mozambique South Africa China | India | C. Verde | |||
|---|---|---|---|---|---|---|---|
| Cement Activity | |||||||
| Installed Capacity (2) | 3 10 ton |
6365 | 685 | 1640 | 3625 | 1 1 8 0 | $\overline{\phantom{a}}$ |
| Cement and Clinker Sales | $10^3$ ton | 4532 | 777 | 1432 | 3 6 1 0 | 1 1 2 8 | 224 |
| Market Share | 9.1% | 77.0% | 12.6% | 0.1% | 0.5% | 72.1% | |
| Overall Activity | |||||||
| Turnover | $10^{6}$ euros | 427.4 | 80.9 | 152.8 | 81.1 | 52.9 | 31.3 |
| Operating Cash Flow (EBITDA) | 6 10 euros |
123.1 | 11.9 | 70.4 | 4.7 | 9.9 | 3.8 |
| Operating Income (EBIT) | 10 euros | 88.4 | 6.3 | 58.9 | 0.2 | 3.8 | 2.9 |
| Net Profit before Minority Interests | $10^{6}$ euros | 57.4 | 2.2 | 40.2 | $-6.8$ | 2.1 | 1.6 |
| Capital Employed | 6 10 euros |
901.5 | 53.8 | 228.6 | 94.5 | 87.2 | 19.6 |
| Industrial Investment | 10 euros | 54.4 | 12.1 | 7.5 | 49.6 | 3.7 | 1.1 |
| Employees (31 Dec) | unit | 1541 | 476 | 595 | 1051 | 537 | 127 |
| Turnover / Employee | 10 euros | 280 | 175 | 246 | 92 | 97 | 242 |
| Value Added / Employee | 10 euros | 109 | 37 | 138 | 10 | 24 | 39 |
| EBITDA Margin | 28.8% | 14.7% | 46.1% | 5.9% | 18.8% | 12.2% | |
| EBIT Margin | 20.7% | 7.8% | 38.6% | 0.2% | 7.2% | 9.2% |
In 2009 the Portuguese economy contracted by 2.7%, which even so, compares favourably with the decrease in output (close on 4%) observed in the whole Euro zone as a whole. The decline in external demand and, above all, the slowdown of investment, in the region of 12.6%, were the main drivers of this evolution, since private consumption, stimulated by negative inflation rates will not have fallen more than 1%.
Investment in the construction sector was particularly penalized, shrinking around 13%, which led to a reduction in its business activity of close to 6%. That decline was not more pronounced due to the good performance of the civil engineering segment, fuelled by the increase in public investment and also the volume of public works tendered out in previous years and implemented in 2009. In the non-residential buildings segment, the level of activity declined by about 9%, despite the significant investment made in school infrastructures. The fall in production in the housing segment, which is heavily in crisis, will have reached 15%.
| Unit | 2009 | 2008 | Change | 2007 | |
|---|---|---|---|---|---|
| Installed Capacity (1) | 103 ton |
6,970 | 6,900 | 1.0% | 6,820 |
| Use of Installed Capacity (2) | 63.0% | 87.8% | 93.2% | ||
| Cement and Clinker Sales | 103 ton |
4,251 | 5,636 | ‐ 24.6% | 6,133 |
| Market Share | 55.8% | 54.9% | 55.1% | ||
| Concrete Sales | 103 m3 |
2,253 | 2,887 | ‐ 22.0% | 3,195 |
| Aggregate Sales | 103 ton. |
6,431 | 7,399 | ‐ 13.1% | 6,904 |
| Mortar Sales | 103 ton. |
134 | 175 | ‐ 23.5% | 150 |
| Turnover | 106 euros |
448.8 | 546.6 | ‐ 17.9% | 562.6 |
| Operating Cash Flow (EBITDA) | 106 euros |
149.6 | 171.9 | ‐ 13.0% | 172.7 |
| Operating Income (EBIT) | 106 euros |
94.0 | 117.3 | ‐ 19.8% | 117.7 |
| Capital Employed | 106 euros |
546.3 | 616,8 | ‐ 11.4% | 595.6 |
| Industrial Investment | 106 euros |
18.8 | 31.9 | ‐ 40.9% | 28.5 |
| Employees (31 Dec) | Units | 1,407 | 1,540 | ‐ 8.6% | 1,559 |
| Turnover/Employee | 103 euros |
306 | 354 | ‐ 13.6% | 360 |
| EBITDA Margin | 33.3% | 31.4% | 30.7% | ||
| EBIT Margin | 21.0% | 21.5% | 20.9% |
(1) Cement production capacity with own clinker (average over year)
(2) Clinker production / Installed capacity (clinker)
In this climate, national cement consumption fell by almost 16%, restricting itself to just over 6 million tonnes, and showing an accumulated fall between 2001 and 2009 of almost 50%. Sales of cement and clinker of the CIMPOR Group fell by almost 1.4 million tons (24.6%), even though the domestic market registered a not so steep reduction (14.5%). This decline in sales is the result of the heavy fall in external demand and the consequent drop in exports to about half the volume achieved in 2008.
Ready-mix concrete sales also declined heavily (around 22.0% lower than the preceding year), to 2.25 million cubic metres. After recovering in 2008, aggregate and mortar sales again declined in 2009, registering decreases of 13.1% and 23.5%, respectively.
As a consequence of this lower activity level, both Turnover (EUR 449 million) and EBITDA (EUR 150 million) sharply declined. The respective margin though registered an improvement, for the second consecutive year (33.3%).
Investment totalled around EUR 19 million (41% down on 2008), with the completion of the alternative fuels handling and burning facilities at the Loulé plant of particular note.
The Spanish economy registered a sharp downturn in 2009 (around 3.6%) as domestic demand fell around 6.5%, due to the decrease of private consumption (5.1%) and, in particular, investment (15.5%). The general government deficit worsened substantially to 10.4% of GDP (1.6% in 2008), while the unemployment rate climbed almost 8 percentage points to nearly 19% by the close of the year.
The fall in the level of activity in the construction sector was particularly significant (only surpassed by Ireland in the euro zone), which drove a decrease in cement consumption to around 28.6 million tonnes - 33% less than in the previous year and almost half the consumption in 2007. In the markets where the Group operates, the development was once again quite varied: in Galicia cement consumption will have fallen by around 15%, in Extremadura it decreased around 23% and in Andalusia and the Canary Islands it fell more than 30%.
As a result of the integration of the operations acquired in the Canary Islands at the end of 2008 and also the sale of some clinker to third parties, the total amount of clinker and cement sold by the CIMPOR Group in 2009 was approximately 3.15 million tons, which is only 1.3% down on the previous year and raised the Group's national market share (cement) to 10.5%.
Sales of concrete (2.2 million cubic metres), aggregates (4.9 million tons) and mortar (200,000 tons) also benefited from that enlargement of the Group's perimeter, which considerably attenuated the decline in sales (concrete and aggregate) and in the case of mortar even led to slight growth.
As in previous years, the sharp shrinkage of demand continued to exert great pressure on most selling prices, particularly in the south where cement prices in particular fell almost 17%, in terms of average annual. Hence, given the reduced level of activity of the Group in the concrete and aggregates areas, the Group's Turnover fell by 8.4% to less than 329 million.
| Unit | 2009 | 2008 | Change | 2007 | |
|---|---|---|---|---|---|
| Installed Capacity (1) | 103 ton |
3,220 | 3,200 | 0.6% | 2,675 |
| Use of Installed Capacity (2) | 81.7% | 76.7% | 89.3% | ||
| Cement and Clinker Sales | 103 ton |
3,147 | 3,190 | ‐ 1.3% | 4,055 |
| Market Share | 10.5% | 7.4% | 7.2% | ||
| Concrete Sales | 103 m3 |
2,190 | 2,382 | ‐ 8.1% | 2,965 |
| Aggregate Sales | 103 ton. |
4,926 | 5,260 | ‐ 6.3% | 5,296 |
| Mortar Sales | 103 ton. |
200 | 196 | 2.3% | 230 |
| Turnover | 106 euros |
328.8 | 358.8 | ‐ 8.4% | 470.9 |
| Operating Cash Flow (EBITDA) | 106 euros |
46.6 | 82.9 | ‐ 43.8% | 137.8 |
| Operating Income (EBIT) | 106 euros |
0.5 | 47.6 | ‐ 99.0% | 94.0 |
| Capital Employed | 106 euros |
696.7 | 652.3 | 6.8% | 449.4 |
| Industrial Investment | 106 euros |
18.8 | 35.4 | ‐ 46.8% | 45.1 |
| Employees (31 Dec) | units | 1,119 | 991 | 12.9% | 998 |
| Turnover/Employee | 103 euros |
269 | 350 | ‐ 23.2% | 469 |
| EBITDA Margin | 14.2% | 23.1% | 29.3% | ||
| EBIT Margin | 0.1% | 13.3% | 20.0% |
(1) Cement production capacity with own clinker (average over year)
(2) Clinker production / Installed capacity (clinker)
The decline of sale prices and the costs incurred with a major restructuring initiated in all areas (totalling more than EUR 6.5 million), the Operating Cash Flow generated in the Spain business area decreased by around EUR 36 million (43.8%) and the EBITDA margin declined from 23.1% in 2008 to only 14.2% in 2009. Operating income fell by close on 47 million as a result of this decrease in cash flow and the significant increase in depreciation due to the extension of Group's perimeter, to end the year practically at zero.
The major investments of the total of about EUR 19 million included the final work on the modernizing projects at the Córdoba and Niebla plants, the transformation of an electro-filter and the renewal of the control system at the Toral de los Vados plant and recovery work at various quarries.
In 2009, Morocco recorded a GDP growth rate close to 5%, despite the international economic crisis, following an excellent agricultural year and, since this sector employs more than one-third of the workforce, the consequent growth of private consumption (further driven by the reduction of income taxes and the expansion of the availability of personal credit).
The downturn in the property sector, largely due to the 8% decline in remittances sent by emigrants, led to a slight contraction of the construction and public works sector and a lower increase of domestic consumption of cement (3.4%) than that recorded in recent years.
Cement sales of Asment de Témara (1.175 million tonnes) increased slightly more than the market rate (4.7%), benefiting from the entry into operation of a third grinding facility. However, the increase was only 1.9% when recorded in conjunction with sales of clinker (non-existent in 2009).
| Unit | 2009 | 2008 | Change | 2007 | |
|---|---|---|---|---|---|
| Installed Capacity (1) | 103 ton |
1,280 | 1,295 | ‐ 1.2% | 1,295 |
| Use of Installed Capacity (2) | 88.7% | 100.0% | 82.2% | ||
| Cement and Clinker Sales | 103 ton |
1,175 | 1,154 | 1.9% | 1,130 |
| Market Share | 8.1% | 8.0% | 8.2% | ||
| Concrete Sales | 103 m3 |
311 | 371 | ‐ 16.3% | 307 |
| Aggregate Sales | 103 ton |
104 | 118 | ‐ 11.5% | 110 |
| Turnover | 106 euros |
94.2 | 88.8 | 6.0% | 80.5 |
| Operating Cash Flow (EBITDA) | 106 euros |
41.8 | 41.0 | 2.1% | 35.2 |
| Operating Income (EBIT) | 106 euros |
33.2 | 30.5 | 8.8% | 28.4 |
| Capital Employed | 106 euros |
81.3 | 75.6 | 7.6% | 65.1 |
| Industrial Investment | 106 euros |
9.6 | 9.3 | 2.9% | 8.2 |
| Employees (31 Dec) | unit | 205 | 207 | ‐ 1.0% | 206 |
| Turnover/Employee | 103 euros |
460 | 437 | 5.4% | 398 |
| EBITDA Margin | 44.4% | 46.1% | 43.8% | ||
| EBIT Margin | 35.3% | 34.4% | 35.3% |
(2) Clinker production / Installed capacity (clinker)
The cooling of the construction sector has particularly affected the activity of Betocim - which was primarily hindered by the establishment of stricter rules for lending funds - leading to a notable reduction in sales volume of both ready-mix concrete (-16 3%, despite the start-up of two new plants) and aggregates (-11.5%).
The consolidated Turnover in Morocco was slightly over EUR 94 million euros (up 6.0% on the preceding year), generating an EBITDA of approximately EUR 42 million. The weak growth of EBITDA (2.1%) and the decrease of its margin by about 1.7 percentage points are essentially due to the increase of the price of electricity (nearly 20%), which occurred in March.
The main highlights in terms of investment are the completion of the installation of the aforementioned third cement grinding facility at the Asment de Témara plant (the first piece of equipment of Chinese technology installed within the Group, apart from assets in China).
In 2009, contrary to the previous year when the weak international exposure of the financial sector allowed the Tunisian economy to resist the global crisis, the decline in external demand and falling prices of raw materials led to a sharp downturn of exports (around 25%), limiting the growth of GDP to around 3%. This result is, even so, clearly positive thanks to the increased production of the agricultural sector (up about 13%).
The impetus given to public works by it being an election year also allowed this sector to evolve favourably, leading to a 5.3% increase in the domestic consumption of binders (cement and hydraulic lime). The strong demand (totalling 6.6 million tonnes) even led the authorities to impose export limits on cement from May, which caused exports to decline by more than 30% for the year as a whole.
| Unit | 2009 | 2008 | Change | 2007 | |
|---|---|---|---|---|---|
| Installed Capacity (1) | 103 ton |
1,640 | 1,600 | 2.5% | 1,560 |
| Use of Installed Capacity (2) | 91.2% | 88.7% | 89.5% | ||
| Cement Sales | 103 ton |
1,614 | 1,521 | 6.1% | 1,461 |
| Market Share | 23.4% | 23.5% | 24.0% | ||
| Turnover | 106 euros |
69.9 | 64.0 | 9.1% | 59.7 |
| Operating Cash Flow (EBITDA) | 106 euros |
19.6 | 17.0 | 15.4% | 18.9 |
| Operating Income (EBIT) | 106 euros |
11.9 | 9.3 | 27.5% | 10.8 |
| Capital Employed | 106 euros |
114.6 | 126.4 | ‐ 9.4% | 121.5 |
| Industrial Investment | 106 euros |
5.1 | 3.2 | 60.5% | 1.5 |
| Employees (31 Dec) | Unit | 209 | 221 | ‐ 5.4% | 226 |
| Turnover/Employee | 103 euros |
323 | 290 | 11.4% | 262 |
| EBITDA Margin | 28.1% | 26.6% | 31.7% | ||
| EBIT Margin | 17.1% | 14.6% | 18.1% |
(2) Clinker production / Installed capacity (clinker)
CJO, besides following the growth of the domestic market and in spite of its referred limitations, more than doubled its exports (which were of little relevance in 2008), to achieve total cement sales of about 1.6 million tons (up 6.1% on the preceding year). Turnover grew by 9.1% to almost EUR 70 million, benefiting from the growth of exports, the administrative review of sales prices in the domestic market and the fact that export prices are higher than domestic prices.
The increase to Operating Cash Flow was even more significant (15.4%), for those same reasons, coupled with the fall in fuel costs, and the respective margin increased by 1.5 percentage points.
Total investment undertaken (EUR 5.1 million) increased by around 60% on the previous year, with the highlights including the project to link the silos to the bagging area.
The Egyptian economy slowed down in 2009, following strong growth in 2008, which was reflected in the decrease of GDP growth to around 4.7%. This development is still evidently positive, based on robust domestic demand and, in particular, on the dynamism of some important sectors, such as telecommunications and construction and public works.
The growth of the construction and public works sector led to notable growth of cement consumption, raising the total to almost 48 million tonnes (24.7% up on the preceding year), which, given the limitations of domestic supply, led the authorities to extend the ban on the export of cement and clinker to October 2010 and to remove the respective import duties.
The CIMPOR Group, by improving its distribution capacity and purchasing 300,000 tons of clinker, achieved growth of almost 30%, increasing its market share to around 8.6%. Total sales were equivalent to 4.15 million tons.
The combined effect of increased sales, the price rise at the start of the year and a certain appreciation of the Egyptian pound against the euro led to an increase of almost EUR 80 million (49.2%) in Turnover and EBITDA growth that took this indicator over the EUR 100 million mark.
Investment amounted to about EUR 9 million, comprising a range of projects aimed primarily at ensuring the operational continuity of the equipment and increasing reliability. The highlights included the installation of a new fabric filter in the kilns of AMCC.
| Unit | 2009 | 2008 | Change | 2007 | |
|---|---|---|---|---|---|
| Installed Capacity (1) | 103 ton |
3,900 | 3,900 | 0.0% | 3,900 |
| Use of Installed Capacity (2) | 92.7% | 84.0% | 72.7% | ||
| Cement and Clinker Sales | 103 ton |
4,151 | 3,200 | 29.7% | 2,822 |
| Market Share | 8.6% | 8.3% | 7.9% | ||
| Turnover | 106 euros |
240.6 | 161.2 | 49.2% | 120.6 |
| Operating Cash Flow (EBITDA) | 106 euros |
104.5 | 73.2 | 42.7% | 58.6 |
| Operating Income (EBIT) | 106 euros |
93.2 | 58.9 | 58.3% | 46.0 |
| Capital Employed | 106 euros |
241.6 | 256.5 | ‐ 5.8% | 238.9 |
| Industrial Investment | 106 euros |
9.1 | 5.1 | 79.0% | 19.2 |
| Employees (31 Dec) | Unit | 493 | 488 | 1.0% | 491 |
| Turnover/Employee | 103 euros |
490 | 331 | 47.8% | 246 |
| EBITDA Margin | 43.4% | 45.4% | 48.6% | ||
| EBIT Margin | 38.7% | 36.5% | 38.2% |
(1) Cement production capacity with own clinker (average over year)
(2) Clinker production / Installed capacity (clinker)
The global economic crisis seriously affected the Turkish economy, causing GDP to decline by more than 6% and the unemployment rate to increase to around 13%. The decline in demand and fall in the price of commodities lowered the inflation rate from over 10% in 2008 to close on 6% in 2009, which allowed the Central Bank to cut overnight interest rates by about 10 pp in the space of just one year.
The construction sector was hardest hit by the crisis, contracting in the region of 20%. Against this backdrop, domestic consumption of cement fell by an estimated 6% to a little under 40 million tons. Simultaneously, installed capacity continued to increase significantly, which, combined with export difficulties caused by the decline in external demand (mainly from Russia), caused a worsening of the instability in the sector and heightened the price war began in 2008.
The market of Cimpor Yibitas (Central Anatolia and Black Sea) will have fallen less than the national average, and the company recorded a 5% drop in cement sales (2.1 million tons) which was no more than 2.9% when combined with clinker sales. Concrete and aggregate sales recorded extremely significant declines - 36% and 47%, respectively.
The latter, associated with the fall in cement sale prices and the sharp devaluation of the local currency against the euro (12% in terms of average annual exchange rate), led to a reduction of about 30% in both Turnover and the corresponding EBITDA, which pushed Operating Income into clearly negative terrain.
| Unit | 2009 | 2008 | Change | 2007 (1) | |
|---|---|---|---|---|---|
| Installed Capacity (2) | 103 ton |
2,430 | 2,000 | 21.5% | 1,680 |
| Use of Installed Capacity (3) | 89.1% | 101.1% | 98.9% | ||
| Cement and Clinker Sales | 103 ton |
2,184 | 2,250 | ‐ 2.9% | 2,308 |
| Market Share | 5.3% | 5.2% | 5.4% | ||
| Concrete Sales | 103 m3 |
870 | 1,360 | ‐ 36.0% | 983 |
| Aggregate Sales | 103 ton. |
1,207 | 2,293 | ‐ 47.3% | 1,946 |
| Turnover | 106 euros |
107.5 | 156.1 | ‐ 31.1% | 163.1 |
| Operating Cash Flow (EBITDA) | 106 euros |
11.1 | 15.6 | ‐ 29.2% | 38.6 |
| Operating Income (EBIT) | 106 euros |
‐ 18.7 | ‐ 0.8 | n.s. | 23.3 |
| Capital Employed | 106 euros |
601.3 | 486.7 | 23.5% | 596.1 |
| Industrial Investment | 106 euros |
62.2 | 70.4 | ‐ 11.6% | 18.5 |
| Employees (31 Dec) | Unit | 825 | 848 | ‐ 2.7% | 803 |
| Turnover/Employee | 103 euros |
128 | 188 | ‐ 31.8% | 255 |
| EBITDA Margin | 10.3% | 10.0% | 23.6% | ||
| EBIT Margin | Neg. | Neg. | 14.3% |
(2) Cement production capacity with own clinker (average over year)
(3) Clinker production / Installed capacity (clinker)
Investments amounted to more than EUR 60 million, with the highlights being the conclusion in late July of the work to install a new clinker production line (2,500 tons/day) at Hasanoglan (in the Ankara region), the construction of a new cement silo at the Sivas plant and the increase of grinding capacity by almost 20% at the Yozgat plant.
Following a period of five years of strong growth, the Brazilian economy almost stagnated with the impact of the global economic crisis, registering a GDP growth rate close to zero or even slightly negative. The effect of the crisis was, even so, substantially reduced by the dynamism of private consumption and the launch of a range of fiscal and monetary stimuli aimed at increasing the confidence levels of private individuals and businesses.
Those stimuli included the reduction of the "Industrial Products Tax" on some thirty items of construction materials and the launch of the "My House, My Life" National Housing Plan to provide poorest families with easier access to home ownership.
The latest estimates of the Brazilian cement market indicate total consumption of about 51.3 million tons, virtually the same as the preceding year. CIMPOR's sales in the domestic market exceeded 4.5 million tonnes, generating 1.9% growth in the domestic market, though an overall decrease of 2.6% (since no export transactions occurred in 2009, unlike in 2008).
| Unit | 2009 | 2008 | Change | 2007 | |
|---|---|---|---|---|---|
| Installed Capacity (1) | 103 ton |
6,280 | 6,070 | 3.5% | 6,025 |
| Use of Installed Capacity (2) | 70.6% | 78.5% | 73.6% | ||
| Cement and Clinker Sales | 103 ton |
4,532 | 4,652 | ‐ 2.6% | 4,316 |
| Market Share | 8.8% | 8.7% | 9.1% | ||
| Concrete Sales | 103 m3 |
1.274 | 1.241 | 2.6% | 996 |
| Aggregate Sales | 103 ton |
165 | ‐ | n.s. | ‐ |
| Mortar Sales | 103 ton. |
209 | 192 | 8.8% | 163 |
| Turnover | 106 euros |
427.4 | 401.3 | 6.5% | 322.0 |
| Operating Cash Flow (EBITDA) | 106 euros |
123.1 | 102.3 | 20.3% | 73.9 |
| Operating Income (EBIT) | 106 euros |
88.4 | 70.1 | 26.2% | 37.7 |
| Capital Employed | 106 euros |
901.5 | 740.7 | 21.7% | 842.4 |
| Industrial Investment | 106 euros |
54.4 | 43.1 | 26.3% | 35.5 |
| Employees (31 Dec) | unit | 1,541 | 1,501 | 2.7% | 1,395 |
| Turnover/Employee | 103 euros |
280 | 280 | ‐ 0.3% | 243 |
| EBITDA Margin | 28.8% | 25.5% | 22.9% | ||
| EBIT Margin | 20.7% | 17.5% | 11.7% |
(2) Clinker production / Installed capacity (clinker)
In the ready-mix concrete area, Cimpor Brasil achieved a sales volume of 1,274 cubic metres (2.6% up on the preceding year), largely thanks to the excellent performance of its plants in the metropolitan region of Sao Paulo and at Baixada Santos, where production increased by nearly 24%. Sales of aggregates, which began in 2009, stood at 165,000 tons, while sales of mortars grew by around 9% to total about 209,000 tons.
The Turnover of Cimpor Brasil amounted to approximately EUR 427 million, surpassing the figure recorded in 2008 by 6.5%. This result was not only due to the growth in sales but also a significant recovery of prices in both the cement and concrete segments. This Turnover combined with the containment of Operating Cash Costs to a level roughly the same as the preceding year, led to EBITDA growth of over 20%, raising it to almost EUR 123 million. As a result, the respective margin rose from 25.5% in 2008 to very close to 29% in 2009.
Investment exceeded 50 million and the most significant in the concrete segment were the installation of new batching plants and the acquisition of diverse transport and pumping equipment; while in the cement segment a series of investments focused on increasing the clinker production capacity of the Joao Pessoa, Candiota and Cajati plants as well as the grinding capacity of the Cezarina plant.
The Mozambican economy is forecast to have recorded a growth rate slightly above 6% in 2009 (less than 1 p.p. down on the previous year). The construction and public works sector remained very dynamic, both in terms of private investment and, above all, the construction and rehabilitation of key infrastructure. The inflation rate, benefiting from the fixing of fuel prices at the beginning of the year and the fall in the cost of imported products, declined from more than 10% in 2008 to only 3.5% in 2009.
Against this backdrop, cement consumption will have been close to one million tons (12% up on 2008), and including around 220,000 tons of imports. Imports were favoured by the substantial decrease of sea freight and removal of the customs surcharge at the end of 2008, and they drove a decrease of more than 5 base points in the market share of the CIMPOR Group, even though the Group's sales volumes reached an all-time high (777,000 tons).
| Unit | 2009 | 2008 | Change | 2007 | |
|---|---|---|---|---|---|
| Installed Capacity (1) | 103 ton |
685 | 710 | ‐ 3.5% | 735 |
| Use of Installed Capacity (2) | 47.7% | 45.0% | 41.2% | ||
| Cement Sales | 103 ton |
777 | 744 | 4.5% | 665 |
| Market Share | 77.0% | 82.6% | 78.3% | ||
| Concrete Sales | 103 m3 |
150.6 | 78.5 | 92.0% | 64.4 |
| Turnover | 106 euros |
80.9 | 77.4 | 4.6% | 60.1 |
| Operating Cash Flow (EBITDA) | 106 euros |
11.9 | 13.6 | ‐ 12.5% | 12.3 |
| Operating Income (EBIT) | 106 euros |
6.3 | 8.8 | ‐ 27.9% | 10.9 |
| Capital Employed | 106 euros |
53.8 | 51.8 | 3.8% | 40.8 |
| Industrial Investment | 106 euros |
12.1 | 9.0 | 34.2% | 4.1 |
| Employees (31 Dec) | Unit | 476 | 452 | 5.3% | 408 |
| Turnover/Employee | 103 euros |
175 | 176 | ‐ 0.6% | 141 |
| EBITDA Margin | 14.7% | 17.6% | 20.6% | ||
| EBIT Margin | 7.8% | 11.4% | 18.1% |
(2) Clinker production / Installed capacity (clinker)
The Group's involvement in large-scale infrastructure projects led to the sales of ready-mix concrete almost doubling to more than 150,000 cubic metres.
Although prices have increased to a certain degree, the devaluation of the local currency limited the growth in Turnover to 4.6%, not allowing it to surpass EUR 81 million. Moreover, given the operational problems that have continued to affect the proper functioning of the production apparatus, the resulting rise in maintenance costs and the need to import large quantities of clinker and cement to meet the growth of demand led to an almost 12.5% reduction of Operating Cash Flow and the decrease of the respective margin to below 15%.
Investments amounted to more than EUR 12 million, with the highlights being the conclusion of the assembly of a fabric filter on the clinker cooler at the Matola plant, the continuation of work to install two new grinding facilities (Matola and Dondo) and the optimisation of one of the grinding facilities in operation in at the Dondo plant.
The South African economy reported a negative growth rate in 2009 (around 2.2%) for the first time in the last eighteen years. The construction sector registered a sharp slowdown. The inflation rate fell nearly 5 p.p. to slightly above 7%, which allowed the Central Bank to reduce the benchmark interest rate by the same amount, in an attempt to stimulate economic activity.
It is estimated that the domestic consumption of cement has declined by around 17%, to no more than 11.3 million tons, as a result of the slowdown. The sales of the CIMPOR Group, though less penalized, still fell around 13% to amount to approximately 1.43 million tonnes (nearly 20,000 tons of which comprised exports of cement and clinker to Mozambique).
Sales of ready-mix concrete in 2009 decreased 8.6%, equivalent to about 15,000 cubic metres, after having nearly doubled in 2008, thanks to the construction of the new airport in Durban. Sales of aggregates, benefiting from public investment in new roads and a new port at Durban, grew by 12.3% to more than 830,000 tons.
The significant rise in energy costs forced an increase in sale prices which, together with a certain appreciation of the rand, resulted in a 10.5% increase in Turnover. The increase in EBITDA was even more pronounced (around 50%), given that 2009 was the first full year of operation of the new clinker production line, which, contrary to what had been the norm in the first half of 2008, removed the need to buy clinker from others. As a result, the respective margin rose almost 13 p.p. to surpass 46%.
| Unit | 2009 | 2008 | Change | 2007 | |
|---|---|---|---|---|---|
| Installed Capacity (1) | 103 ton |
1,640 | 1,340 | 22.4% | 1,025 |
| Use of Installed Capacity (2) | 80.4% | 84.2% | 85.5% | ||
| Cement and Clinker Sales | 103 ton |
1,432 | 1,641 | ‐ 12.7% | 1,450 |
| Market Share | 12.6% | 12.2% | 10.2% | ||
| Concrete Sales | 103 m3 |
165 | 180 | ‐ 8.6% | 93 |
| Aggregate Sales | 103 ton. |
831 | 740 | 12.3% | 811 |
| Turnover | 106 euros |
152.8 | 138.2 | 10.5% | 129.8 |
| Operating Cash Flow (EBITDA) | 106 euros |
70.4 | 46.2 | 52.5% | 43.0 |
| Operating Income (EBIT) | 106 euros |
58.9 | 38.9 | 51.5% | 38.1 |
| Capital Employed | 106 euros |
228.6 | 175.2 | 30.5% | 156.3 |
| Industrial Investment | 106 euros |
7.5 | 21.8 | ‐ 65.5% | 37.5 |
| Employees (31 Dec) | unit | 595 | 638 | ‐ 6.7% | 580 |
| Turnover/Employee | 103 euros |
246 | 225 | 9.6% | 218 |
| EBITDA Margin | 46.1% | 33.4% | 33.1% | ||
| EBIT Margin | 38.6% | 28.1% | 29.3% |
(2) Clinker production / Installed capacity (clinker)
The investment highlights are primarily the conclusion of the construction of a new clinker silo at the Simuma plant, the operational start-up of a new blender and a fly ash silo at the Newcastle plant, and the building of a new concrete plant at Phoenix.
In 2009, China's economy grew by around 8.5%, which corresponds to a slight slowdown on the previous year. Agricultural production was virtually stagnant and industrial activity grew by almost 11%, driven by an increase exceeding 30% in the level of investment in fixed capital. The cement sector was one of the major focal points of that investment. It is estimated that more than 176 new production lines have been installed, corresponding to an additional capacity of almost 200 million tons/year.
The latest projections indicate a growth in cement consumption very close to 20%, meaning that consumption will have surpassed the impressive figure of 1.6 billion tons (the equivalent of more than half of world consumption). The acquisition of the Liyang company at the end of 2008 and the start-up of the new Huaian grinding facility in September 2009 pushed the sales of cement and clinker of the CIMPOR Group to a total of about 3.6 million tons, an increase of almost 21% on 2008. However, the operational start-up of the new installed capacity, not offset by the promised closure of hundreds of obsolete plants still in operation, has led to sale prices being the object of strong pressure and which led to a significant drop of prices throughout the second half of the year. Hence, Turnover increased by around 23.5% (largely explained by the appreciation of the local currency), though the Cash Flow generated decreased by around 24.1%, not exceeding EUR 4.7 million and dragging the EBITDA margin down below 6%.
| Unit | 2009 | 2008 | Change | 2007 (1) | |
|---|---|---|---|---|---|
| Installed Capacity (2) | 103 ton |
2,725 | 2,425 | 12.4% | 1,210 |
| Use of Installed Capacity (3) | 101.7% | 103.1% | 103.1% | ||
| Cement and Clinker Sales | 103 ton |
3,610 | 2,989 | 20.8% | 1,442 |
| Turnover | 106 euros |
81.1 | 65.6 | 23.5% | 23.9 |
| Operating Cash Flow (EBITDA) | 106 euros |
4.7 | 6.3 | ‐ 24.1% | 1.8 |
| Operating Income (EBIT) | 106 euros |
0.2 | 2.2 | ‐ 93.1% | 0.3 |
| Capital Employed | 106 euros |
94.5 | 72.0 | 31.2% | 45.9 |
| Industrial Investment | 106 euros |
49.6 | 37.9 | 31.0% | 0.4 |
| Employees (31 Dec) | Unit | 1,051 | 648 | 62.2% | 623 |
| Turnover/Employee | 103 euros |
92 | 105 | ‐ 11.8% | 79 |
| EBITDA Margin | 5.9% | 9.5% | 7.7% | ||
| EBIT Margin | 0.2% | 3.3% | 1.1% | ||
| (1) 2nd half of year |
(2) Cement production capacity with own clinker (average over year)
(3) Clinker production / Installed capacity (clinker)
Of note besides the conclusion of the Huaian grinding facility (1.2 million tons/year) is the continuation of work to build the new Shanting plant - endowed with a production capacity with own clinker of 2.4 million tons per year - and the installation at the Cimpor Shandong plant of an electricity generating plant using a system to recover heat lost during the manufacturing process.
The GDP growth rate in India in 2009 will have registered approximately 6.5% (slightly below that of 2008), mainly due to increased public spending and the increased consumption of durable goods over the closing months of the year.
In India, as in China, a significant increase in cement supply capacity has occurred, which in December 2009 will have reached nearly 240 million tons/year (up 18% on the end of 2008). Even so, the strength of demand, which raised consumption by about 15%, allowed the cement sector to register utilization rates above 80%.
Even though the figures are not totally comparable, since Shree Digvijay was only integrated into the CIMPOR Group at the start of the second quarter of 2008, the sales volume of cement and clinker in 2009 (about 1.13 million tonnes including nearly 100,000 tons exported) underwent remarkable growth: overall growth was in the region of 70%, and the growth when only sales of cement in the domestic market are considered was approximately 66%.
| Unit | 2009 | 2008 (1) | Change | |
|---|---|---|---|---|
| Installed Capacity (2) | 103 ton |
1,180 | 875 | 34.9% |
| Use of Installed Capacity (3) | 94.3% | 81.8% | ||
| Cement and Clinker Sales | 103 ton |
1,128 | 664 | 69.8% |
| Market Share | 0.5% | 0.4% | ||
| Turnover | 106 euros |
52.9 | 32.3 | 63.9% |
| Operating Cash Flow (EBITDA) | 106 euros |
9.9 | 3.1 | 216.6% |
| Operating Income (EBIT) | 106 euros |
3.8 | 2.4 | 58.3% |
| Capital Employed | 106 euros |
87.2 | 72.2 | 20.7% |
| Industrial Investment | 106 euros |
3.7 | 1.6 | 128.8% |
| Employees (31 Dec) | Unit | 537 | 551 | ‐ 2.5% |
| Turnover/Employee | 103 euros |
97 | 78 | 24.4% |
| EBITDA Margin | 18.8% | 9.7% | ||
| EBIT Margin | 7.2% | 7.4% | ||
| (1) April – December |
(2) Cement production capacity with own clinker (average over year)
(3) Clinker production / Installed capacity (clinker)
Turnover was almost EUR 53 million (64% up on 2008) despite the lower sale prices at the end of the year, while Operating Cash Flow, benefiting from a significant drop in energy and fuel costs, more than tripled to very close to EUR 10 million. As a result, the EBITDA margin rose to almost 19% in 2009, when it did not reach 10% in 2008.
Investments totalled around EUR 3.7 million and they essentially comprised the conclusion of the construction of a clinker silo (with a 40,000 ton capacity) and another silo for storing fly ash.
The latest estimates show that the GDP of Cape Verde will have grown at a rate of 3.5% in 2009, well below the rate recorded in 2008 (5.9%), due to the 5.7% decline in investment (as opposed to a 12% increase in 2008), the decrease in exports and a significant slowdown in private consumption.
The suspension and consequent stoppage of some important large-scale works, especially in the tourism sector, drove a 23% fall in cement consumption to slightly over 300,000 tons. Cement sales by the CIMPOR Group - 224,000 tons (wholly imported from Portugal) - underwent a roughly identical decrease (21.9%), as did sales of ready-mix concrete.
Sales of aggregates grew by almost 100% (to about 146,000 tons), due to the supply of works to expand the port of Praia on Santiago Island and despite various problems that continue to affect the exploration of quarries on the islands of Sal and Boavista.
| Unit | 2009 | 2008 | Change | 2007 | |
|---|---|---|---|---|---|
| Cement Sales | 103 ton |
224 | 287 | ‐ 21.9% | 242 |
| Market Share | 72.1% | 71.2% | 67.2% | ||
| Concrete Sales | 103 m3 |
51.2 | 66.0 | ‐ 22.5% | 60.7 |
| Aggregate Sales | 103 ton. |
145.7 | 74.0 | 96.8% | 109.9 |
| Turnover | 106 euros |
31.3 | 42.1 | ‐ 25.6% | 30.5 |
| Operating Cash Flow (EBITDA) | 106 euros |
3.8 | 4.2 | ‐ 9.5% | 3.0 |
| Operating Income (EBIT) | 106 euros |
2.9 | 3.2 | ‐ 11.4% | 2.2 |
| Capital Employed | 106 euros |
19.6 | 19.1 | 2.1% | 18.3 |
| Industrial Investment | 106 euros |
1.1 | 1.0 | 17.4% | 3.9 |
| Employees (31 Dec) | unit | 127 | 138 | ‐ 8.0% | 169 |
| Turnover/Employee | 103 euros |
242 | 264 | ‐ 8.3% | 223 |
| EBITDA Margin | 12.2% | 10.0% | 9.7% | ||
| EBIT Margin | 9.2% | 7.7% | 7.3% |
Against this backdrop, and as result of the decline of cement prices (more than 6% in terms of annual average), consolidated Turnover fell to just over EUR 31 million (25.6% less than the preceding year). The consequent reduction of EBITDA was however much less pronounced (only 9.5%), due to a significant fall in transport and unloading prices, which allowed the EBITDA margin to increase by more than 2 percentage points: from 10.0% in 2008 to 12.2% in 2009.
In 2009, the Quality Management System of CIMPOR TEC - Engenharia e Serviços Técnicos de Apoio ao Grupo, S.A. was certified by APCER (Portuguese Association of Certification) to be in accordance with NP EN ISO 2001:2000 standard.
Under the CIMPOR Performance Programme, and covering for the first time, the plants in China and India, the "Annual Benchmarking Programme" continued. This annual programme systematically compares around two hundred key indicators to measure the level of operating performance of the different cement manufacturing units. This work, which precedes the drawing up of the annual budget and the update of the business plan, allows the managers of the referred to units, supported by CIMPOR TEC, to pinpoint priority lines of action for each unit and the resulting measures to be taken over the next three years, setting these down in the "Performance Improvement Plan.
This Department, through its "Process and Environmental Engineering" area and "Geology and Raw Materials" area, also performed various studies in 2009 to evaluate the process conditions of the different manufacturing units. The aim is to identify the best alternatives for the implementation of the performance improvement actions, capacity increases or undertake new investment. It also carries out research work, operational planning and the control of raw material reserves. It also developed some important initiatives launched in 2008, such as the review of "Emissions Monitoring and Reporting Manual" and drawing up a" Manual for the Control and Reduction Techniques of NOx Emissions.
The Investments, Engineering and Equipment Department continued to provide throughout 2009 important coordination and technical assistance services to the different maintenance and investment projects undertaken by the Group, most of which are mentioned in the previous point.
The highlights of work of the Products, Quality and Technical Training Department, among many other activities, was: the completion of various audits and technical studies in virtually all business areas, the implementation of the Inter-laboratory Programme of the CIMPOR Group; tracking of partnership agreements signed with the Instituto Eduardo Torroja (Spain) for the development of belite cements, and with the Massachusetts Institute of Technology (USA) for the decoding of the nano-structure of Calcium-Silicate-Hydrate (with the signing of the contract at the end of year relative to the second phase of the project), the holding of 8 training sessions (totalling 392 hours, and training 87 technicians from different countries); and the organization of the 2nd CIMPOR Group Maintenance Seminar, on the subject of "Best Practices".
The CIMPOR Group's Sustainability Report for 2009, which is drawn up in accordance with the directives of the GRI – Global Reporting Initiative and which is published along with this report, refers to these matters in more detail, with special reference to the Group's environmental and social performance. We encourage our shareholders to take the opportunity to read the report (it is also available at our site www.cimpor.pt).
As stressed in reports in previous years, CIMPOR firmly believes in the concept of sustainable development – as a way of ensuring that economic, social and environmental concerns underlying its operations are treated on an equal footing – having been one of the cement companies that joined the WBCSD – World Business Council for Sustainable Development when it first launched in 1997.
In 1999, CIMPOR was one of the group of ten companies, from among the world's leading cement companies, that launched the project designated as CSI - Cement Sustainability Initiative and since then it has actively taken part in the development of this project and, in particular, the launch in July 2000 of a five-year action plan, "Our Agenda for Action", which identifies six key areas for this business sector in progressing towards a more sustainable society:
Under the first of the above-stated areas, CSI completed in 2009 the development of a model to quantify and classify the possible future reductions of CO2 emissions ("Sectoral Approach" project), the results of which are available at www.wbcsdcement.org/sectoral. Also in 2009, the statistical information system "Getting the Numbers Right" was consolidated and expanded. This system, by measuring (managed by an independent body) the energy performance and emissions of CO2 of the cement industry worldwide (can be viewed at www.wbcsdcement.org/co2data), has been used as a basis for setting benchmarks in national and regional contacts with different stakeholders.
With the aim of improving the effectiveness and credibility of the Clean Development Mechanisms (CDM's) and encouraging cement sector companies to make greater use of this instrument, CSI proposed in 2009 the adoption of a new CDM methodology, which awaits approval by the Methodology Panel/CDM Executive Board of the United Nations Framework Agreement on Climate Change Also of note is the fact that the collaboration provided by the CSI to the International Energy Agency for the development of a technology roadmap for the sector, highlighting the different technologies available and/or emerging, which could likely contribute to the reduction of CO2 emissions, as well as the publication of the "Recycling of Concrete" report to promote this action.
The CIMPOR Group has actively participated in these projects and has internally proceeded to implement various actions related to those projects. In 2009, in particular, it endorsed with a number of other WBCSD member companies the "Energy Efficiency in Buildings" manifest under which it undertook to analyse the situation of its non-industrial buildings in terms of energy consumption and to take suitable measures for its reduction.
The following table summarises the application in 2009 of the second period of compliance with the Kyoto Protocol and the EU-ETS mechanism (European emissions trading scheme) at the different industrial units of the CIMPOR Group (Portugal and Spain):
| Registered | Licences | ||
|---|---|---|---|
| Plant / Ton CO2 | Emissions* | Awarded | Difference |
| Portugal | |||
| Souselas | 1,130,634 | 1,750,901 | ‐ 620,267 |
| Alhandra | 1,237,934 | 1,748,681 | ‐ 510,747 |
| Loulé | 343,410 | 503,429 | ‐ 160,019 |
| Cabo Mondego | 23,075 | 50,886 | ‐ 27,811 |
| Total Portugal | 2,735,053 | 4,053,897 | ‐ 1,318,844 |
| Spain | |||
| Toral de los Vados | 583,735 | 695,311 | ‐ 111,576 |
| Oural | 353,085 | 363,244 | ‐ 10,159 |
| Córdoba | 463,278 | 590,748 | ‐ 127,470 |
| Niebla | 337,396 | 376,466 | ‐ 39,070 |
| Total Spain | 1,737,494 | 2,025,769 | ‐ 288,275 |
| General Total | 4,472,547 | 6,079,666 | ‐ 1,607,119 |
* Provisional values
The market slump in both countries is the main reason for the number of surplus licences, which allowed a total of 850,000 emissions allowances to be sold during 2009 (500,000 in Portugal and 350,000 in Spain).
In Portugal, the use of alternative CO2 neutral or partially neutral fuels, through the recovery of biomass and other common waste at the Alhambra and Loulé plants (the latter only from the last quarter of the year) allowed emissions to be reduced by about 44,700 tons.
The CIMPOR Group, under its sustainable development policy and aware of the need to link to the social environment it forms a part of and take on its responsibilities to the local populations, has developed a privileged relationship over the years with the communities living around its plants. It undertakes a range of actions of significant importance in the social, education, cultural and sports areas (in addition to those it develops in the environmental field).
Though it is usually the Group companies or its employees that have the initiative (as is the case with the "Connosco" programme), requests for support from a diverse range of collective and individual entities are frequently received. Such entities range from social institutions (e.g. schools, homes for the elderly, hospitals, churches and fire stations) to cultural associations, associations for the disabled, small enterprises in the start-up phase, universities requesting support for scientific projects and many other entities. CIMPOR seeks to respond to such requests, provided that they meet the characteristics defined by the Group - which mainly concern, besides the social and cultural value of the projects and the respective impact on the community in general, criteria such as geographical proximity to any of the Group's operational premises. Its support policy is also not reduced to simple financial assistance or the free supply of the products manufactured.
In effect, the support that the Group increasingly provides tends to value the real involvement with the communities in question, as well as partnerships with governmental and non-governmental organisations, in order to guarantee the existence of the competences required for the good development of the projects and to guarantee the long-term feasibility of the same.
Hence, particular importance is placed on the sense of responsibility demonstrated by the beneficiary entity in the manner in which the project is managed. Therefore, regular progress reports are requested from supported projects. These reports must justify how and the extent to which the funds are being used and encourage the donor companies not only to perform regular inspections of the work in progress but also to provide a general appraisal on the same.
In the Human Resources area, 2009 was marked by the formalisation of the CIMPOR Group's corporate strategy, through the creation and empowerment, within the respective Department, of a Corporate Management nucleus, designed to ensure in all business areas the uniformity of policies and corresponding management tools and policies, as well as compliance and coordination with Group strategy and objectives.
The main duties assigned to this nucleus consist of the provision of human resources management support tools, the monitoring of action plans developed in this regard by the various business areas and the establishment of the monitoring indicators of relevant practices in order to facilitate their comparison, dissemination and systematization.
The most notable actions implemented in 2009 are:
In addition to these actions, several specific projects in some business areas were also developed, in particular the project to define and implement a new performance assessment system in Tunisia, the review of remuneration policy and careers in Egypt, and the implementation of SAP Payroll in Turkey and South Africa.
Also of note in 2009 was the major investment in relation to internal communication, which resulted in the development of the "Employee Portal" which, once implemented in Portugal and Spain in an initial stage, will be extended in the near future to cover the entire Group. It is basically a computer platform with several features that enable the dematerialisation of some processes (namely Performance Assessment, Training Management and Travel Management) and it thus significantly contributes to improving the efficiency of the services.
In the Recruitment and Integration area, the "Engineers' Pool" programme proceeded during 2009, which has the primary objective of providing young graduates with an opportunity to develop the necessary technical and behavioural skills to perform functions in the CIMPOR Group.
In the same vein, and at the level of the different business areas, various training courses were also conducted which focused on behavioural, functional and technical aspects, and which were primarily aimed at acquiring the skills and knowledge essential to the sustainability and growth of the Group's business.
The CIMPOR Group's workforce at the end of 2009 was 8,693 workers, spread over 13 countries, as detailed in the following table:
| Permanent | Term Contract |
Workers On Loan |
Total | |
|---|---|---|---|---|
| Central Services (2) | 93 | 3 | 4 | 100 |
| Portugal | 1,293 | 111 | 3 | 1,407 |
| Spain | 1,032 | 83 | 4 | 1,119 |
| Morocco | 188 | 12 | 5 | 205 |
| Tunisia | 202 | 4 | 3 | 209 |
| Egypt | 278 | 207 | 8 | 493 |
| Turkey | 821 | 2 | 2 | 825 |
| Brazil | 1,541 | 0 | 0 | 1,541 |
| Peru | 2 | 2 | 0 | 4 |
| Mozambique | 382 | 77 | 17 | 476 |
| South Africa | 517 | 75 | 3 | 595 |
| China | 59 | 987 | 5 | 1,051 |
| India | 536 | 0 | 1 | 537 |
| Cape Verde | 35 | 91 | 1 | 127 |
| Trading | 4 | 0 | 0 | 4 |
| Total | 6,983 | 1,654 | 56 | 8,693 |
(1) Companies included in the consolidation
(2) Holding, CIMPOR Inversiones, and CimporTec
In relation to the number of employees at 31 December 2008 (without considering the staff of the companies acquired on that date in the Canary Islands), there is an increase of 324 employees, which is basically explained by the integration of the referred to companies, the business expansion in China and the increase of the number of concrete plants in Mozambique and especially in Brazil.
In the Group as a whole, the Brazil business area became the largest in terms of workforce, closely followed by the business areas of Portugal, Spain and China. These four countries together account for almost 60% of all the employees of the CIMPOR universe.
Cement clearly remains the main activity of the Group, employing 5884 employees (68% of the total):
The Group staff is characterized by being mostly male (88%) mostly concentrated between the ages of 35 and 54 years (56%) and with a mean education level mostly of basic and secondary education (63%).
In 2009, the CIMPOR Group continued in its efforts to continuously improve in terms of Occupational Health and Safety (OHS), continuing the programmes carried over from previous years and developing new measures to further consolidate the results achieved in the meantime, to optimise procedures, to adopt the best practices and to ensure the adequacy of its own organisational structure in order to provide all employees with the necessary conditions for the healthy and safe performance of their roles.
In March, the 2nd Meeting of Occupational Health and Safety Co-ordinators of the CIMPOR Group was held. This meeting was attended by 13 OHS coordinators - representing the business areas of Portugal, Spain, Morocco, Tunisia, Turkey, Brazil, Mozambique, South Africa and Cape Verde. At that meeting the importance of their mission over the entire chain of command was emphasized, with particular attention to their role of supporting the development of measures to improve the safety conditions of employees and reduce accident rates.
The focus on communication was significantly strengthened, with the aim of giving greater visibility to the whole OHS issue and strengthening the health and safety culture at the Group's different premises. Besides the widespread dissemination of all fatal accidents at work (workers directly and indirectly employed and third parties) - which has proven to be of enormous importance for prevention and corrective measures - serious accidents at work are also now systematically reported. In the near future, "Good Practices" and "SOS Alerts" will be published.
Another important milestone in 2009 was the implementation of the internal audit program implemented in several organisational units of Portugal, Spain, Morocco, Tunisia, Brazil and South Africa, by multi-disciplinary teams of four members from various countries.
Moreover, and following the commitments made through the Cement Sustainability Initiative (CSI) as regards guaranteeing transparency, consistency and reliability of the OHS Performance Indicators communicated to the different stakeholders, once again the verification of data relative to the preceding year was carried out by an independent, internationally recognized company meeting all the requirements demanded by the CSI. The check covered 34 organisation units, encompassing the cement, concrete, aggregates and other activities, in a total of nine countries.
Over the last three years, the number of fatal accidents in the workplace has been steadily declining. Traffic accidents, both on and outside the premises, continue to be the main cause of deaths. In 2009, eight fatal victims were recorded - one direct employee and seven workers employed indirectly - and the number of accidents caused by falling from heights substantially increased.
The countries most affected during this period (2007-2009) were clearly Mozambique, Egypt and Brazil, each with six fatalities.
Another important indicator is the Frequency Rate (number of new cases of occupational accidents implying an absence from work of more than one day per one million hours worked), which has likewise been falling:
The development in 2009 of this indicator takes on particular significance in the fact that it is quite demonstrative of the correct adaptation of work to the strategic objectives undertaken in regards to OHS, as well as the efforts undertaken with the same aim by all employees regardless of their sector of activity.
The curbing of the investment costs at relatively more moderate levels than in previous years and, in particular, the absence of takeovers of significant value, has resulted in a reduction of net financial debt in 2009 by approximately EUR 164 million to EUR 1.699 billion at the year's end.
For similar reasons, there was no need to set up new financing operations of minimal relevance, since the debt was serviced by using the cash flow generated and the short-term credit lines. This, in turn, ensured that the Group was not affected by the negative impact of high spreads practised in the market, especially during the first half of the year.
With the aim of restructuring financial debt by contracting longer-term instruments, all the documentation for a new Medium Term Notes Programme, with a limit on debt issuance of EUR 2.5 billion was completed and registered in December 2009. The structure of that Programme is identical to the previous programme, allowing access to European bond market as soon as such is deemed appropriate.
With the same goal of lengthening the maturity of the debt, an extension on the EUR 300 million bilateral loan contracted in August 2008 and maturing in June 2010 was agreed with Banco Santander Totta, until December 2012. This loan is now divided into three tranches of EUR 100 million each, maturing at the end of each of the years from 2010 to 2012.
In addition to the maintenance and/or increase the limits of the lines of short-term credit contracted by the various business areas and intended to support their cash requirements, the liquidity situation of the Group was considerably strengthened by the extension, in Portugal, of the underwritten Commercial Paper Programmes ceiling, from EUR 50 million to EUR 435 million.
Throughout the first half of the year, the difficulties to access credit and the significant increase of spreads, along with fears that many corporates might default - due to chokes in their financing process or a simple breach of covenants - led ratings agencies to exert strong pressure on most of the companies it analysed to reduce their debt levels and improving their liquidity ratios.
CIMPOR did not escape this pressure, and it even suffered earlier this year a downgrade by Standard & Poor's to BBB - with negative outlook. In view of this situation, and in addition to the measures mentioned above to enhance the Group's liquidity, CIMPOR also decided to raise the maximum ratio of Net Debt / EBITDA imposed by some of its debt instruments from 3.5 to 4.0, in particular the U.S. Private Placements issued in 2003. This initiative, although it entailed extra financial costs and demanded a down-payment of USD 50 million, proved decisive since Standard & Poor's revised CIMPOR's outlook in September from "negative" to "stable".
In any event, the Group's excellent operating performance, particularly in relation to its peers, and the gradual reduction of its level of debt ensured that compliance with the financial covenants established in its debt instruments has never in doubt.
The financial debt of CIMPOR at the end of 2009 totalled around EUR 2.138 billion in gross terms, basically divided between three types of instrument: a Eurobond issue (EUR 600 million) in 2004, two US Private Placements issues (USD 354 million) placed in 2003 and sundry bank loans totalling more than EUR 1.2 billion.
The financial debt management policy, favouring floating rate instruments, and the downward movement of the Euribor rates - which began in the final months of 2008 and lasted throughout 2009 - has allowed, despite the increase in consolidated debt of about 16.4% (in terms of average annual balance), net interest costs to not increase by more than EUR 2 million. Excluding the impact of changes in fair value of debt, there was even a reduction of over EUR 30 million.
The following table is a summary of the data regarding major financial transactions recorded in the consolidated liabilities of the Group:
| Financing | Curren | Value (103 ) |
Start | Maturity | Interest Rate |
|---|---|---|---|---|---|
| CIMPOR Inversiones Bilateral Loan |
EUR | 280,000 | Nov 2007 | Nov 2012 | Euribor + 0.300% |
| Bilateral Loan | EUR | 200,000 | Jan 2008 | Jan 2013 | Euribor + 0.300% |
| Bilateral Loan | EUR | 112,500 | Jun 2008 | Jun 2011 | Euribor + 0.950% |
| Bilateral Loan | EUR | 300,000 | Aug 2008 | Dec 2012 | Euribor + 0.9% to1.85% |
| Impact of IAS 39 | EUR | ‐ 557 | - | - | ‐ |
| Total | EUR | 891,943 | |||
| CIMPOR B.V. | |||||
| Eurobonds | EUR | 600,000 | May 2004 | May 2011 | 4.500% |
| US PP 10y | USD | 140,789 | Jun 2003 | Jun 2013 | 5.750% |
| US PP 12y | USD | 213,211 | Jun 2003 | Jun 2015 | 5.900% |
| Impact of IAS 39 | EUR | ‐ 17,665 | |||
| Total | EUR | 893,186 | |||
| Portugal | |||||
| EIB Financing | EUR | 40,000 | Sep 2003 | Sept 2015 | EIB Basic Rate |
| Commercial Paper | EUR | 200 | Dec 2009 | Jan 2010 | 1.990% |
| Sundry Financing | EUR | 3, 882 | - | - | ‐ |
| Total | EUR | 44,082 | |||
| Spain | |||||
| Sundry Financing | EUR | 196,618 | - | - | - |
| Overdrafts | EUR | 21 | - | - | - |
| Total | EUR | 196,639 | - | - | - |
| Morocco | |||||
| Bilateral Loan | MAD | 18,786 | Sep 2006 | Sep 2013 | 5.450% |
| Overdrafts | MAD | 68,372 | - | - | ‐ |
| Total | EUR | 7,680 | |||
| Turkey | |||||
| Overdrafts | TRY | 106,655 | - | - | ‐ |
| Total | EUR | 49,499 | |||
| Brazil | |||||
| Sundry Financing | BRL | 23,738 | - | - | ‐ |
| Total | EUR | 9,452 | |||
| Mozambique | |||||
| Overdrafts | MZN | 15,670 | - | - | ‐ |
| Total | EUR | 355 | |||
| South Africa | |||||
| Overdrafts | ZAR | 15,046 | - | - | ‐ |
| Total | EUR | 1,411 | |||
| China | |||||
| Sundry Financing | HKD | 258,405 | |||
| Sundry Financing | CNY | 111,679 | - | - | ‐ |
| Total | EUR | 34,487 | |||
| Cape Verde | |||||
| Sundry Financing | EUR | 161 | - | - | ‐ |
| Bilateral Loan | CVE | 1,144 | May 2006 | May 2010 | 8.000% |
| Overdrafts | CVE | 133,927 | - | - | ‐ |
| Total | EUR | 1,386 | |||
| Various | |||||
| Operational Leasings | EUR | 7,739 | - | - | - |
| Group Total | EUR | 2,137,860 |
It should also be noted that following the takeover bid for the entire share capital of CIMPOR, launched at the end of the year by the Brazilian company Companhia Siderurgica Nacional, Standard & Poor's decided to place the rating under observation (with negative outlook), given the rating of the entity making the takeover bid.
As part of its normal operations, the CIMPOR Group is faced with various financial risks as a result of exposure to fluctuations in the local currency exchange rates in countries in which it operates. It is also exposed to euro and US dollar interest rate changes, the main currencies in which its financial debt is held.
To mitigate the potential impact of any unfavourable changes to these factors, management policy abides by the following basic principles:
With respect to this last point, attention is drawn to the use of a particularly relevant statistical measure for derivative portfolio management, known as Earnings-at-Risk. This indicator forecasts the portfolio's maximum negative impact in terms of results for a three-month time frame, with 95% accuracy. It provides an ongoing analysis for the portfolio and assesses the extent to which this impact may or may not be lessened by contracting certain operations.
Regarding currency exchange risk management, the two cross-currency swaps (USD/EUR) associated with the private placements issued in June 2003 on the US market were kept. The policy of hedging the risks relative to the intra-group loans contracted by Group companies operating outside the Euro Zone was also maintained, provided the local market conditions permit such.
In the area of interest rate risk, the Group continued its dynamic management of the portfolio of derivatives not classified as hedging instruments, aiming to minimise its global cost and to balance the cash flow/market value ratio.
In 2009, the principles and criteria for the management of the Group's operational risks have not undergone large-scale changes, and the policy of self-insurance has been maintained through the placement of "large risks" with international reinsurers.
When renegotiating insurance policies within the CIMPOR Group's global programmes, and despite the fact that the main companies involved continued to make very demanding conditions for their renewal, substantial reductions in the premiums for material damage and third party liability policies were once again obtained.
The Group's "captive" reinsurance company – CIMPOR Reinsurance, based in Luxembourg – continued to directly assume material damage and machinery breakdown risks, as well as third party liability and product liability risks. The indemnity limits borne by that company remained at EUR 250,000 for the latter risks, which for the first two risks it rose from EUR 2 million to EUR 3 million. Above these sums, cover remained with international reinsurance companies.
In 2009 the global third party liability insurance of CIMPOR's directors and managers was renegotiated, and even with the difficult market conditions the same cover and premiums as in previous years were maintained.
Personal, vehicle and other miscellaneous insurance cover required by the different business areas was kept with local firms, in accordance with the specific laws of each country and the contractual conditions of employees.
The prospects for the world economy in 2010 are still quite uncertain. Although the latest projections revise previous estimates upwards, serious doubts about the ability of the private sector in developed countries to function as a motor for the economy continue to loom, as the removal of governmental stimuli, which induced some recovery in demand in the second half of 2009, is carried out.
In any case, there is more or less consensus that after the shrinkage registered in the preceding year, the world economy should grow at a rate of between 3.5 and 4.0%, driven mainly by the pace of expansion of emerging economies (estimated at around 6.5%). The USA is expected to grow by around 3% and the recovery in the Eurozone is likely to be slower and more gradual, pointing to growth of just 1%. In China, by contrast, 2010 should mark the return to a growth rate close to 10%.
Against this backdrop, it will certainly be the emerging economies, especially the Asian countries, that will continue to cause the growth of cement consumption. A recovery in the construction sector of the most developed countries is unlikely before the second half of the year, even a slight one, particularly since weather conditions in the first few months of 2010 were generally quite adverse.
The CIMPOR Group views 2010 with some optimism, justified by expectations relative to the expansion of some of the markets in which it operates (Egypt, Brazil, Mozambique, China and India), the greater production capacity as a result of investments recently concluded or concluding in 2010 (Turkey, Brazil and China) and also the impact of cost reductions as a result of the restructuring carried out in 2009 in the concrete and aggregates areas (Portugal and Spain).
In Portugal, the market should only undergo any form of recovery during the second half of the year, though it is estimated that greater exports of clinker and cement may lead to significant growth in sales. Even so, given the expected increase in energy costs and lower margins generated by exports, its impact on EBITDA will probably be weak.
In Spain, everything indicates a further drop in cement consumption to around 25.5 million tonnes (11% less than in 2009), in a context of declining GDP by around 0.5% and, in particular, the shrinkage of the construction sector by close on 6.5%. In the CIMPOR Group, given the costs incurred last year with the restructuring of the concrete and aggregates areas and the consequent reduction in the current year of staff costs, it is expected that, despite a lower volume of sales, EBITDA will register some growth. Nonetheless, such will depend to a great extent on changes to sale prices, the development of which still remains quite uncertain.
The excellent agricultural year in 2009 in Morocco and Tunisia is unlikely to be repeated, which can only affect domestic demand. Even though the consumption of cement should register relatively modest growth rates (around 3%), it is likely that the increase in Group sales in the specific case of Morocco will be more significant, given the recent expansion of its grinding capacity. In Tunisia, however, the limitations placed on exports and the type of planned investments is likely to prevent the growth of sales. Nevertheless, the expected increase in cement prices and the enlargement of the Group's business sector to the aggregates segment should provide an identical increase in EBITDA, in relative terms, as that estimated for Morocco.
In Egypt, demand for cement continues to remain very robust, translated into growth rates of around double digits - a pace of expansion that CIMPOR will have difficulty in keeping up with, even resorting to the import of clinker, not only because of the limitations of its grinding capacity but also due to the operational start-up of new units.
In Turkey the expected economic recovery will not fail to positively affect the construction sector and it is expected that cement consumption, driven by new investments in infrastructure and hydroelectric power projects, will reverse the downward trend of recent years. This will, even with the possible recovery of external demand, still be insufficient to absorb the country's excess capacity. It is therefore very likely that the enormous pressure on sale prices experienced in 2009 will continue in the current year, contributing, together with the increase of energy costs to the stagnation of the profitability of operations at low levels.
The rate of GDP growth in Brazil is expected to reach 5%, and cement consumption will increase at roughly the same pace. The CIMPOR Group, benefiting from the conclusion during 2010 of various projects to expand capacity, will be in a position to accompany this increase in demand, which, along with some reduction in costs and the likely appreciation of local currency against the euro, should drive an increase in EBITDA of at least EUR 30 million.
In Mozambique, the public works ready to start and the continuation of some private projects currently underway should continue to sustain the growth of the construction sector and, accordingly, cement consumption. However, given the limitations of production and the recent devaluation of the local currency, no major improvement to the profitability of this business area are envisaged.
In South Africa, the latest estimates show a significant decrease in cement consumption as a result of the completion of a number of major works related to the country's organisation of the FIFA World Cup (to be held in mid-2010). Nonetheless, the expected appreciation of the rand should prevent the decrease of the Group's EBITDA when reported in the European currency.
In both China and India, the current prospects are for some acceleration of growth, and it is expected that cement consumption will register double digit increases. However, significant increases in installed capacity are also expected in both countries, which, after the sharp drop of sale prices in the second half of 2009, will certainly hinder recovery. In India the development of the Group's results will largely depend on this latter factor, and possibly undertaking some export operations. In China, recent increases in clinker and cement production capacity (by a total of 1.8 million and 3.6 million tons/year, respectively), derived from the entry into operation of the Huaian grinding facility and, in 2010, the new Shanting plant, will leverage the growth of the Group's EBITDA, though this will largely depend on the confirmation or not of the promised closure of various competing units that are still in operation.
In Cape Verde, like in 2008, public investment - primarily focused on road construction, the expansion of port infrastructures and water and electricity production and distribution - is probably insufficient to offset the continued decline of private investment. Consequently, it is possible that the results generated in this business area by the Group companies will remain in decline.
The following significant events took place after the end of the 2009 financial year:
Lisbon, 7 April 2010
Ricardo Manuel Simões Bayão Horta
| Luís Eduardo da Silva Barbosa | Vicente Árias Mosquera |
|---|---|
| António Sarmento Gomes Mota | José Manuel Baptista Fino |
| Jorge Humberto Correia Tomé | José Enrique Freire Arteta |
| Jorge Manuel Tavares Salavessa Moura | Luís Filipe Sequeira Martins |
| Manuel Luís Barata de Faria Blanc | António Carlos Custódio de Morais Varela |
| Luís Miguel da Silveira Ribeiro Vaz | Pedro Manuel Abecassis Empis |
(Amounts stated in thousand of euros)
(Translation from the Portuguese original -- Note 52)
| Notes | 2009 | 2008 | |
|---|---|---|---|
| Operating income: | |||
| Sales and services rendered | 7 | 2,085,498 | 2,088,862 |
| Other operating income | 8 | 62,914 | 65,601 |
| Total operating income | 2,148,412 | 2,154,464 | |
| Operating expenses: | |||
| Cost of goods sold and material used in production | 9 | (578,921) | (630,936) |
| Changes in inventories of finished goods and work in progress | (1,968) | 26,954 | |
| Supplies and services | (676,553) | (708,514) | |
| Payroll costs | 10 | (249,610) | (224,875) |
| Depreciation, amortisation and impairment losses on goodwill, | (184,573) | ||
| tangible and intangible assets | 7, 17 and 18 | (226,256) | |
| Provisions | 7 and 36 | (2,770) | (9,129) |
| Other operating expenses | 11 | (35,432) | (30,749) |
| Total operating expenses | (1,771,510) | (1,761,822) | |
| Net operating income | 7 | 376,901 | 392,642 |
| Net financial expenses | 7 and 12 | (52,149) | (49,189) |
| Share of profits of associates | 7, 12 and 19 | 156 | (86,735) |
| Other investment income | 7 and 12 | (11,117) | 1,537 |
| Profit before income tax | 7 | 313,791 | 258,255 |
| Income tax | 7 and 13 | (68,113) | (24,949) |
| Net profit for the year | 7 | 245,679 | 233,306 |
| Other comprehensive income: | |||
| Cash flow hedging financial instruments | 3,469 | 3,265 | |
| Available-for-sale financial assets | (167) | (1,736) | |
| Actuarial gain and loss on employee benefit plans | 31, 32 and 33 | (4,091) | (3,167) |
| Currency translation adjustments | 202,963 | (330,755) | |
| Adjustments in investments in associates | ‐ | (3,296) | |
| Results recognised directly in equity | 202,174 | (335,689) | |
| Total comprehensive income for the year | 447,853 | (102,383) | |
| Net profit for the year attributable to: | |||
| Equity holders of the parent | 15 | 237,025 | 219,441 |
| Minority interest | 7 and 33 | 8,653 | 13,865 |
| 245,679 | 233,306 | ||
| Total comprehensive income for the year attributable to: | |||
| Equity holders of the parent | 444,453 | (118,972) | |
| Minority interest | 3,399 | 16,589 | |
| 447,853 | (102,383) | ||
| Earnings per share: | |||
| Basic | 15 | 0.36 | 0.33 |
| Diluted | 15 | 0.36 | 0.33 |
The accompanying notes form an integral part of the consolidated financial statements for the year ended 31 December 2009.
(Amounts stated in thousand of euros)
(Translation from the Portuguese original -- Note 52)
| Notes | 2009 | 2008 | |
|---|---|---|---|
| Non-current assets: | |||
| Goodwill | 16 | 1,352,251 | 1,277,008 |
| Intangible assets | 17 | 69,645 | 42,530 |
| Tangible assets | 18 | 2,127,773 | 2,007,926 |
| Investments in associates | 7 and 19 | 24,992 | 97,663 |
| Other investments | 20 | 9,939 | 131,395 |
| Accounts receivable-other | 22 | 11,871 | 10,883 |
| Taxes recoverable | 23 | 28,033 | 16,349 |
| Other non-current assets | 24 | 32,188 | 33,874 |
| Deferred tax assets | 25 | 107,305 | 103,039 |
| Total non-current assets | 3,763,996 | 3,720,666 | |
| Current assets: | |||
| Inventories | 26 | 294,300 | 327,849 |
| Accounts receivable-trade | 27 | 264,202 | 313,443 |
| Accounts receivable-other | 22 | 28,855 | 29,633 |
| Taxes recoverable | 23 | 52,660 | 43,349 |
| Cash and cash equivalents | 46 | 439,182 | 169,564 |
| Other current assets | 24 | 25,912 | 10,751 |
| Non-current assets held for sale | 21 | 58,256 | ‐ |
| Total current assets | 1,163,366 | 894,589 | |
| Total assets | 7 | 4,927,362 | 4,615,255 |
| Shareholders' equity: | |||
| Share capital | 28 | 672,000 | 672,000 |
| Treasury shares | 29 | (39,905) | (41,640) |
| Currency translation adjustments | 30 | 58,587 | (149,706) |
| Reserves | 31 | 287,456 | 283,112 |
| Retained earnings | 32 | 615,340 | 521,858 |
| Net profit for the year | 15 | 237,025 | 219,441 |
| Equity before minority interest | 1,830,503 | 1,505,065 | |
| Minority interest | 33 | 92,488 | 110,720 |
| Total shareholders' equity | 1,922,991 | 1,615,786 | |
| Non-current liabilities: | |||
| Deferred tax liabilities | 25 | 233,853 | 197,388 |
| Employee benefits | 34 | 19,984 | 16,642 |
| Provisions | 36 | 153,704 | 152,374 |
| Loans | 37 | 1,637,157 | 1,911,130 |
| Obligations under finance leases | 38 | 4,784 | 4,670 |
| Accounts payable-other | 41 | 28,037 | 19,515 |
| Taxes payable | 23 | 984 | 1,499 |
| Other non-current liabilities | 42 | 122,418 | 115,193 |
| Total non-current liabilities | 2,200,921 | 2,418,411 | |
| Current liabilities: | |||
| Employee benefits | 34 | 4,552 | 4,685 |
| Provisions | 36 | 962 | 2,140 |
| Loans | 37 | 453,523 | 201,501 |
| Obligations under finance leases | 38 | 2,955 | 2,102 |
| Accounts payable-trade | 43 | 182,734 | 207,187 |
| Accounts payable-other | 41 | 61,051 | 58,986 |
| Taxes payable | 23 | 37,096 | 41,135 |
| Other current liabilities | 42 | 60,576 | 63,325 |
| Total current liabilities | 803,450 | 581,059 | |
| Total liabilities | 7 | 3,004,371 | 2,999,470 |
| Total liabilities and shareholders' equity | 4,927,362 | 4,615,255 |
The accompanying notes form an integral part of the consolidated financial statements for the year ended 31 December 2009.
of Changes in Shareholders' Equity for the years ended 31 December 2009 and 2008
(Amounts stated in thousand of euros)
(Translation from the Portuguese original -- Note 52)
| Share purchase options Dividends |
Transfer to legal reserves and retained earnings Fair value allocation in acquired subsidiaries Variation in financial investments and others Appropriation of consolidated profit of 2007: Total comprehensive income for the year (Purchase) / Sale of treasury shares Results recognised directly in equity Consolidated net profit for the year |
14, 32 and 33 32 and 33 31 and 32 31 and 32 29 and 31 5 and 33 7 |
‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ |
‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ (21,713) |
‐ ‐ ‐ ‐ ‐ ‐ ‐ (333,541) (333,541) |
‐ ‐ 722 ‐ ‐ (4,578) (4,578) 12,565 2,453 |
‐ ‐ ‐ (294) (294) (153,151) (450) (225) 291,508 |
‐ ‐ ‐ ‐ ‐ ‐ (304,073) 219,441 219,441 |
‐ 2,003 ‐ (338,413) (118,972) (153,151) (20,991) (225) 219,441 |
|---|---|---|---|---|---|---|---|---|---|
| Balances at 1 January 2009 | 672,000 | (41,640) | (149,706) 283,112 | 521,858 | 219,441 | 1,505,065 | |||
| Consolidated net profit for the year | 7 | ‐ | ‐ | ‐ | ‐ | ‐ | 237,025 | 237,025 | |
| Results recognised directly in equity | ‐ | ‐ | 208,293 | (865) | ‐ | ‐ | 207,428 | ||
| Appropriation of consolidated profit of 2008: Total comprehensive income for the year |
‐ | ‐ | 208,293 | (865) | ‐ | 237,025 | 444,453 | ||
| Transfer to legal reserves and retained earnings | 31 and 32 | ‐ | ‐ | ‐ | 7,700 | 211,741 | (219,441) | ‐ | |
| Dividends | 14, 32 and 33 | ‐ | ‐ | ‐ | ‐ | (122,777) | ‐ | (122,777) | |
| (Purchase) / Sale of treasury shares | 29 and 31 | ‐ | 1,735 | ‐ | (200) | ‐ | ‐ | 1,534 | |
| Share purchase options | 31 and 32 | ‐ | ‐ | ‐ | (2,291) | 4,552 | ‐ | 2,261 | |
| Fair value allocation in acquired subsidiaries Variation in financial investments and others |
32 and 33 5 and 33 |
‐ | ‐ | ‐ | ‐ | ‐ | ‐ | ‐ | |
| Balances at 31 December 2009 | ‐ | ‐ (39,905) |
‐ | ‐ | (34) | ‐ | (34) |
for the years ended 31 December 2009 and 2008
(Amounts stated in thousand of euros)
(Translation from the Portuguese original -- Note 52)
| Notes | 2009 | 2008 | |
|---|---|---|---|
| Operating activities: | |||
| Receipts from clients | 2,452,178 | 2,447,674 | |
| Payments to suppliers | (1,350,714) | (1,535,342) | |
| Payments to employees | (243,746) | (223,001) | |
| Cash flows generated by operations | 857,717 | 689,331 | |
| Income tax recovered/(paid) | (62,876) | (63,144) | |
| Other payments related to operating activities | (179,482) | (196,820) | |
| Cash flows from operating activities (1) |
615,359 | 429,367 | |
| Investing activities: | |||
| Receipts relating to: | |||
| Changes in consolidation perimeter | 5 | 5,368 | 429 |
| Investments | 46 | 128,904 | 9,018 |
| Tangible assets | 6,112 | 6,335 | |
| Investment subsidies | 2,722 | 868 | |
| Interest and similar income | 13,730 | 34,683 | |
| Dividends | 214 | 1,513 | |
| Others | 597 | 137 | |
| 157,647 | 52,983 | ||
| Payments relating to: | |||
| Changes in consolidation perimeter | 5 | (3,670) | (316,218) |
| Investments | 46 | (10,862) | (36,295) |
| Tangible assets | (236,628) | (305,887) | |
| Intangible assets | (7,616) | (6,127) | |
| Others | ‐ | (323) | |
| (258,776) | (664,850) | ||
| Cash flows from investing activities (2) |
(101,128) | (611,867) | |
| Financing activities: | |||
| Receipts relating to: | |||
| Loans obtained | 46 | 320,354 | 1,156,341 |
| Sale of treasury shares | 1,504 | 4,856 | |
| Others | 2,637 | ‐ | |
| 324,495 | 1,161,197 | ||
| Payments relating to: | |||
| Loans obtained | 46 | (362,178) | (1,066,468) |
| Interest and similar costs | (91,269) | (114,691) | |
| Dividends | 14 | (122,777) | (153,151) |
| Purchase of treasury shares | ‐ | (25,586) | |
| Others | (13,867) | (16,858) | |
| (590,091) | (1,376,754) | ||
| Cash flows from financing activities (3) |
(265,596) | (215,557) | |
| Variation in cash and cash equivalents (4) = (1) + (2) + (3) | 248,635 | (398,057) | |
| Effect of currency translation and other non monetary transactions | 5,544 | 5,255 | |
| Cash and cash equivalents at the beginning of the year | 46 | 126,479 | 519,280 |
| Cash and cash equivalents at the end of the year | 46 | 380,657 | 126,479 |
The accompanying notes form an integral part of the consolidated financial statements for the year ended 31 December 2009.
| 1. Introductory note 129 |
|
|---|---|
| 2. Summary of significant accounting policies 129 |
|
| 2.1. Basis of presentation 129 | |
| 2.2. New standards and interpretations, revisions and amendments adopted by the European Union 130 | |
| 2.3. Critical accounting judgements/estimates 132 | |
| 2.4. Consolidation principles 133 | |
| 2.5. Intangible assets 136 | |
| 2.6. Tangible assets 136 | |
| 2.7. Leases 137 | |
| 2.8. Impairment of non-current assets, excluding goodwill 138 | |
| 2.9. Foreign currency assets, liabilities and transactions 138 | |
| 2.10. Borrowing costs 139 | |
| 2.11. Government grants 139 | |
| 2.12. Inventories 140 | |
| 2.13. Non-current assets held for sale 140 | |
| 2.14. Segment reporting 140 | |
| 2.15. Balance sheet classification 140 | |
| 2.16. Net operating income 140 | |
| 2.17. Provisions 141 | |
| 2.18. Financial instruments 141 | |
| 2.19. Retirement benefits 145 | |
| 2.20. Healthcare benefits 145 | |
| 2.21. Share-based payments 146 | |
| 2.23. Revenue recognition and accruals basis 146 | |
| 2.24. Impairment and adjustments of financial assets 147 | |
| 2.25. Income tax 147 2.26. Earnings per share 148 |
|
| 2.27. Subsequent events 148 | |
| 2.28. CO2 emission licences -- Emissions market 148 | |
| 3. Changes in policies, estimates and errors 149 | |
| 4. Companies included in the consolidation 150 | |
| 4.1. Companies consolidated in accordance with the full consolidation method 150 | |
| 4.2. Associated companies 162 | |
| 4.3. Companies consolidated in accordance with the proportional method 163 | |
| 5. Changes in the consolidation perimeter and fair-value allocation 164 | |
| 6. Exchange rates used 168 | |
| 8. Other operating income 172 | |
| 9. Cost of goods sold and material used in production 172 | |
| 10. Payroll costs 173 | |
| 11. Other operating expenses 174 | |
| 12. Net financial expenses 175 | |
| 13. Income tax 176 | |
| 14. Dividends 178 | |
| 15. Earnings per share 178 | |
| 16. Goodwill 179 | |
| 18. Tangible assets 182 | |
| 19. Investments in associates 183 | |
| 20. Other investments 185 |
| 21. Non-current assets held for sale 186 | |
|---|---|
| 22. Accounts receivable - other 186 | |
| 23. Taxes recoverable and taxes payable 187 | |
| 24. Other current and non-current assets 188 | |
| 25. Deferred taxes 189 | |
| 26. Inventories 190 | |
| 28. Share capital 192 | |
| 29. Treasury shares 192 | |
| 30. Currency translation adjustments and hedges 193 | |
| 31. Reserves 193 | |
| 32. Retained earnings 194 | |
| 33. Minority interest 194 | |
| 34. Employee benefits 194 | |
| 38. Obligations under leases 208 | |
| 39. Derivative financial instruments 208 | |
| 40. Financial risk management 213 | |
| 41. Accounts payable - other 220 | |
| 42. Other current and non-current liabilities 220 | |
| 43. Accounts payable - trade 221 | |
| 44. CO2 emission licences 221 | |
| 45. Financial assets and liabilities according to IAS39 222 | |
| 46. Notes to the consolidated cash flow statements 223 | |
| 47. Related parties 224 | |
| 48. Contingent liabilities, guarantees and commitments 225 | |
| 49. Auditors fees and services 227 | |
| 50. Subsequent events 227 | |
| 51. Financial statements approval 228 | |
| 52. Note added for translation 229 |
For the year ended 31 December 2009 (Amounts stated in thousands of euros) (Translation of notes originally issued in Portuguese -- Note 52)
Cimpor - Cimentos de Portugal, SGPS, S.A. (''Cimpor'' or ''the Company'') was incorporated on 26 March 1976, with the name Cimpor - Cimentos de Portugal, E.P.. The Company has undergone several structural and legal changes, which have resulted in it becoming the parent company of a Business Group with operations in Portugal, Spain, Morocco, Tunisia, Egypt, Turkey, Brazil, Peru, Mozambique, South Africa, China, India and Cape Verde (the ''Cimpor Group" or ''Group'').
Cimpor Group's core business is the production and sale of cement. The Group also produces and sells aggregates and mortar in a vertical integration of its businesses.
The Cimpor Group investments are held essentially through two sub-holding companies; (i) Cimpor Portugal, SGPS, S.A., which holds the investments in companies dedicated to the production of cement, mortar, concrete and related activities in Portugal; and (ii) Cimpor Inversiones, S.A., which holds the investments in companies operating abroad.
The accompanying financial statements were prepared on a going concern basis from the books and accounting records of the companies included in the consolidation (Note 4), maintained in accordance with local general accepted accounting principles, restated in the consolidation process to the International Financial Reporting Standards as adopted by the European Union, effective for the years beginning 1 January 2009. Such standards include the International Financial Reporting Standards (''IFRS'') issued by the International Accounting Standards Board (''IASB''), the International Accounting Standards (''IAS'') issued by the Accounting Standards Committee (''IASC'') and the interpretations issued by the International Financial Reporting Interpretation Committee (''IFRIC'') and Standing Interpretation Committee (''SIC'') which were adopted by the European Union. These standards and interpretations are hereinafter referred to collectively as ''IAS/IFRS''.
The following standards, interpretations, amendments and revisions approved (endorsed) by the European Union with mandatory application in the financial years beginning on or after 1 January 2009, and which have had an impact on the Group's financial statements, were adopted for the first time in the year ended 31 December 2009:
| Standard / Interpretation | Effective date (years beginning on or after) |
|
|---|---|---|
| New standards and interpretations: | ||
| IFRS 8 - Operating segments | O1 Jan 09 | IFRS 8 replaces IAS 14 redefining the reportable segments and the information to disclosure regarding those segments. |
| Revisions: | ||
| IAS 1 - Presentation of financial statements (2007 revision) |
O1 Jan 09 | This revision introduces changes to terminology, including revised titles for the financial statements, as well as format and content changes. |
| Amendments: | ||
| IFRS 1 - First-time adoption of international financial reporting standards / IAS 27 - Consolidated and separate financial statements (Amendments) |
O1 Jan 09 | These amendments refer to the measuring of the cost of investments when adopting IFRS for the first time and the recognition of income in dividends from subsidiaries on financial statements of the parent company. |
| IFRS 7 - Financial instruments: disclosures (Amendments) |
O1 Jan 09 | These amendments broaden the disclosures required relative to the fair value of financial instruments and liquidity risk. |
| Improvements to International Financial Reporting Standards - 2007 |
Several (generally O1-Jan-09) |
This process involved the revision of 32 accounting standards. |
The impact on the Group's financial statements for the year ended 31 December 2009 arising from the adoption of the abovementioned new standards, interpretations, amendments and revisions only occurred in relation to the presentation and disclosure of financial information.
The following standards, interpretations, amendments and revisions approved (endorsed) by the European Union by the date of approval of these financial statements, with potential impact on the Group's financial statements, are of mandatory application in future financial years:
| Standard / Interpretation | Effective date (years beginning on or after) |
|
|---|---|---|
| New standards and interpretations: | ||
| IFRIC 16 - Hedges of a net investment in a foreign operation |
01 July 09 | This interpretation provides guidance on the accounting treatment of the hedge of a net investment in a foreign operation. |
| IFRIC 18 - Transfer of assets from customers |
Transfers made on or after 1 July 09 |
This interpretation provides guidance on the accounting treatment of tangible fixed assets received from customers. |
| Revisions: | ||
| IFRS 1 - First-time adoption of international financial reporting standards |
O1 Jan 10 | This revision reflects the various changes occurred since the first version of this standard. |
| IFRS 3 - Business combinations /IAS 27 - Consolidated and separate financial statements (2008 revision) |
01 July 09 | This revision introduces changes in (a) the measuring of non-controlling interests (previously called minority interests); (b) the recognition and subsequent measurement of contingent considerations; (c) the treatment of acquisition related costs; (d) the recording of transactions to acquire additional interests in controlled subsidiaries and transactions to dispose of interests without the loss of control. |
| Amendments: | ||
| IAS 39 - Financial instruments: recognition and measurement (Amendments) |
01 July 09 | These amendments clarify some aspects of hedge accounting, namely (i) the identification of inflation as a covered risk and (ii)the hedging of options. |
| IFRIC 9 - Reassessment of Embedded Derivatives / IAS 39 - Financial instruments: recognition and measurement (Amendments) |
Years ended on or starting after 30 June 09 |
These amendments clarify the circumstances in which the subsequent reassessment of the compulsory separation of an embedded derivative is permitted. |
These standards although approved (endorsed) by the European Union were not adopted by the Group for the year ended 31 December 2009 because their application is not yet mandatory. The evaluation of the impact of the adoption of these standards is not concluded, though impacts of material relevance to the financial statements are not expected.
The preparation of financial statements in accordance with IFRS recognition and measurement principles requires the Board of Directors to make judgements, estimates and assumptions that can affect the amount of assets and liabilities presented, the disclosure of contingent assets and liabilities as of the date of the financial statements, as well as of income and expenses.
These estimates are based on the best knowledge existing at each moment and the planned actions, and are regularly reviewed based on the information available. Changes in facts and circumstances can lead to a revision of the estimates and so actual results may differ from these estimates.
The significant estimates and assumptions made by the Board of Directors in preparing these financial statements include assumptions used in estimating the following items:
• Impairment of non-current assets
The determination of a potential impairment loss can arise as result from the occurrence of several events, many of them external to the Cimpor Group, such as future availability of financing, capital cost or any other changes, either internal or external, to Cimpor Group.
The identification of impairment indicators and the determination of the assets' recoverable amount, are subject of a Management's judgement referring to the identification and evaluation of the different impairment indicators, expected cash flows, applicable discount rates, useful lives and transaction values.
• Impairment of goodwill
Goodwill is subjected to annual impairment tests or whenever there are indications of a possible loss in value, in accordance with the policy mentioned in Note 16. The recoverable amounts of the cash-generating units to which goodwill has been allocated, is the higher between the market value, determined according with transaction multiples, and the value in use, determined according to the expected cash flows. The calculation of these amounts requires the use by the Management of estimates regarding the future evolution of the activity and the discount rates considered.
• Useful lives of intangible and tangible fixed assets
The useful life of an asset is the time period during which an entity expects that an asset will be usable and it must be reviewed at least at the end of each economical year.
The determination of the assets useful lives, amortization/depreciation method to apply and of the estimated losses resulting from the early replacement of equipments, due to technological obsolescence, is essential to determine the amount of amortization/depreciation charge to the consolidated income statement of each year.
These parameters are defined according to Management's best estimate, for the assets and businesses in question, considering as well the best practices adopted by companies operating in the same sectors.
Cimpor Group periodically analyses possible obligations that arise from past events that should be recognized or disclosed. The subjectivity inherent to the determination of the probability and amount of internal resources required to settle the obligations, might lead to significant adjustments, either by the variation of the assumptions used or by the future recognition of provisions previously disclosed as contingent liabilities.
Deferred tax assets are only recognised when there is strong expectation that there will be sufficient future taxable income to utilise them or when there are deferred tax liabilities whose reversal is expected to occur in the same period of the reversal of the deferred tax assets. The carrying amount of deferred tax assets is reviewed by Management at the end of each reporting period and takes into consideration the expectation about the future performance.
The credit risk associated to accounts receivable is evaluated at the end of each reporting period, taking into account the debtor's historical information and his risk profile. The accounts receivable are adjusted by the assessment performed by the Management of the estimated collection risks at the balance sheet dates, which might differ from the effective risk to incur.
An actuarial valuation made by independent experts and based on economic and demographic indicators is performed each year in order to assess the liabilities resulting from retirement and healthcare benefits granted to Group's employees.
Controlled companies have been consolidated in each period using the full consolidation method. Control is considered to exist where the Group holds, directly or indirectly, a majority of the voting rights at Shareholders' General Meetings, or has the power to determine the companies' financial and operating policies.
Third party participation in shareholders' equity and net profit of such companies is presented separately in the consolidated balance sheet and consolidated statement of profit and loss under the caption ''Minority interest''.
Where losses attributed to minority shareholders exceed the minority interest in shareholders' equity of controlled companies, the Group absorbs such excess and any additional losses, except where the minority shareholders are required and are able to cover such losses. If the subsidiary subsequently reports profits, the Group appropriates them up to the amount of the losses absorbed by the Group.
The results of controlled companies acquired or sold during the period are included in the statement of profit and loss from the date of their control is obtained to the date of their control is lost.
Significant balances and transactions between controlled companies were eliminated in the consolidation process. Capital gains within the Group on the sale of subsidiary and associated companies are also eliminated. Whenever necessary, adjustments are made to the financial statements of subsidiary and associated companies to conform to the Group's accounting policies.
Where the Group has, in substance, control over other entities created for a specific purpose, even though it does not have direct participations in them, they are consolidated by the full integration method.
Investments in jointly controlled companies are consolidated in accordance with the proportional consolidation method as from the date joint control is acquired. Under this method, assets, liabilities, income and expenses of these entities are included in the accompanying consolidated financial statements, caption by caption, in proportion to the Group's control.
The excess of cost over the fair value of the identifiable assets and liabilities of jointly controlled companies as of the acquisition date is recognised as Goodwill. If the difference between cost and the fair value of the net assets acquired is negative, it is recognised as income for the period.
Transactions, balances and dividends distributed between these companies are eliminated in proportion to the Group's control.
Business combinations, namely the acquisition of controlled and subsidiary companies are recorded in accordance with the purchase method. Cost corresponds to the sum of the fair values of the assets acquired less the liabilities incurred or assumed and the equity instruments issued in exchange for the control acquired as of the transaction date plus any costs directly attributable to the purchase process.
The identifiable assets, liabilities and contingent 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 as of the purchase date, except for non-current assets (or groups of assets) that are identified as held for sale in accordance with IFRS 5 -- Noncurrent Assets Held for Sale and Discontinued Operations (''IFRS 5''), which are recognised and measured by their respective fair values less costs to sell.
Any excess of cost over the fair value of the identifiable net assets acquired as of the purchase date is recorded as Goodwill. Where cost is lower than the fair value of the net assets identified, the difference is recorded as a gain in the statement of profit and loss for the period in which the acquisition is made.
Minority shareholders' interest is reflected in proportion to the fair value of the assets and liabilities identified.
An associated company is one over which the Group exercises significant influence, but does not have control or joint control, through participation in decisions relating to its financial and operating policies.
Investments in the majority of associated companies (Note 19) are recorded in accordance with the equity method, except where they are classified as held for sale. Investments are initially recorded at cost which is then increased or decreased by the difference between cost and the proportional value of the equity of such companies as of the purchase date or the date the equity method was first used.
In accordance with the equity method investments are adjusted periodically by the amount corresponding to participation in the net results of associated companies by corresponding entry to ''Share of profit of associates'' (Note 12) and by other changes in shareholders' equity by corresponding entry to ''Adjustments in investments in associates'', reflected as ''Reserves'', as well by recognition of impairment losses.
Losses in associated companies in excess of the investment in them are not recognised, unless the Group has assumed commitments to that associate.
Any excess of cost over the fair value of the identifiable net assets is recorded as ''Investments in associates -- Goodwill''. Where cost is less than the fair value of the net assets identified, the difference is recorded as a gain in the consolidated statement of comprehensive income for the period in which the acquisition is made.
In addition, dividends received from these companies are recorded as decreases in the amount of the investments.
Unrealised gains on transactions with associated companies are eliminated in proportion to the Group's interest in such companies, by corresponding entry to the amount of the corresponding investment. Unrealised losses are also eliminated, but only up to the point in which the loss does not show that the asset transferred is in a situation of impairment.
Goodwill represents the excess of cost over the fair value of the identifiable assets and liabilities of a controlled, associated company or jointly controlled entity, as of the date of acquisition.
Goodwill is recorded as an asset and is not amortised, being reflected in a separate balance sheet caption or in the caption ''Investments in associates'' (Notes 16 and 19). Annually, or whenever there are indications of a possible loss in value, goodwill is subjected to impairment tests. Any impairment loss is immediately recorded as a cost in the statement of profit and loss for the period and is not subject to subsequent reversal.
Goodwill is included in determining the gain or loss on the sale of a subsidiary, associated company or jointly controlled entity.
As a result of the exception established in IFRS 1 -- First-time Adoption of International Financial Reporting Standards (''IFRS 1''), the Group applied the provisions of IFRS 3 -- Business Combinations, to acquisitions after 31 December 1998. Goodwill on acquisitions after that date is restated to the currency of the subsidiary and translated to the Group's reporting currency (euros) at the rate of exchange on the balance sheet date.
Exchange differences arising on that translation are recorded in the caption ''Currency translation adjustments''.
Exchange differences generated prior to 1 January 2004 were recorded directly in ''Retained earnings'', in accordance with IFRS 1.
Goodwill on acquisitions prior to 31 December 1998 was maintained at the former amount, being subject to annual impairment tests as from that date.
Where cost is less than the fair value of the net assets identified, the difference is recorded as a gain in the statement of profit and loss for the period in which the acquisition takes place.
Intangible assets, which comprise essentially contractual rights and costs incurred on specific projects with future economic value, are stated at cost less accumulated amortisation and impairment losses. Intangible assets are only recognised if it is probable that they will produce future economic benefits for the Group, they are controllable by the Group and their value can be determined reliably.
Internally generated intangible assets, namely current research and development costs, are recognised as costs when incurred.
Internal costs relating to the maintenance and development of software are recorded as costs in the statement of profit and loss when incurred, except where such costs relate directly to projects which will probably generate future economic benefits. In such cases these costs are capitalised as intangible assets.
Amortisation of such assets is provided on a straight-line basis as from the date the assets start being used, in accordance with their estimated useful life.
Tangible assets used in production, rendering services or for administrative use are stated at cost, including expenses incurred with their purchase, less accumulated depreciation and, when applicable, impairment losses.
Assets relating to the cement operations on 1 January 2004 were revalued as permitted by the transition provisions of IFRS 1, the resulting amount being considered as the new cost.
Depreciation of tangible fixed assets is provided on a straight-line basis over their estimated useful lives, as from the date the assets become available for their intended use, in accordance with the following estimated periods of useful life:
| Average | |
|---|---|
| useful life | |
| Buildings and other constructions | 10 – 50 |
| Basic equipment | 7 – 30 |
| Transportation equipment | 4 – 8 |
| Tools and dies | 2 – 8 |
| Administrative equipment | 2 – 14 |
| Other tangible fixed assets | 2 – 10 |
The amount subject to depreciation does not include, when determinable and significative, the estimated residual value of the assets at the end of their useful lives. Additionally, the assets stop being depreciated when they are classified as assets held for sale.
Land used for quarries is depreciated over its estimated period of operation.
Improvements are only recognised as assets when they increase the useful life or efficiency of the assets, resulting in increased future financial benefits.
Tangible assets in progress correspond to tangible assets under construction/promotion and are recorded at cost less possible impairment losses. These assets are depreciated as from the date they become available for their intended use.
Gains and losses arising from the sale or write-off of tangible assets, which are determined by the difference between the proceeds of the sale of the assets and their net book value at the date of sale/write-off, are recognised in the statement of profit and loss caption ''Other operating income'' or ''Other operating expenses''.
Lease contracts are classified as: (i) finance leases, if substantially all the risks and benefits of ownership are transferred under them; and (ii) operating leases, if substantially all the risks and benefits of ownership are not transferred under them.
Leases are classified as finance or operating leases based on the substance and not form of the contract.
Fixed assets acquired under finance lease contracts, as well as the corresponding liabilities are recorded in accordance with the financial method. In accordance with this method the fixed assets are recorded as tangible assets, the corresponding liability is recognised and the interest included in the lease instalments and depreciation of the assets, calculated as explained above, are recognised in the consolidated statement of comprehensive income for the period to which they relate.
In the case of operating leases, the lease instalments are recognised, on a straight- basis, in the consolidated statement of comprehensive income over the period of the lease contracts.
Impairment valuations are made whenever an event or change in circumstances is identified that indicates that the book value of an asset may not be recovered. Where 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 in which the individual asset does not generate cash flows independently of other assets, the recoverable value is estimated for the cash generating unit to which the asset belongs.
Whenever the book value of an asset exceeds its recoverable amount, an impairment loss is recognised by charge to the consolidated statement of comprehensive income caption ''Depreciation, amortisation and impairment losses on goodwill, tangible and intangible assets''.
The recoverable amount is the higher between the net selling price (selling price, less costs to sell) and the usable value of the asset. Net selling price is the amount that would be obtained from selling the asset in a transaction between knowledgeable independent entities, less the costs directly attributable to the sale. Usable value is the present value of the estimated future cash flows resulting from the continued use of the asset and sale thereof at the end of its useful life. The recoverable amount is estimated for each asset individually or, where this is not possible, for the unit generating the cash flows to which the asset belongs.
Impairment losses recognised in prior periods are reversed when there are indications that such losses no longer exist or have decreased. Impairment losses are reversed by credit to the consolidated statement of comprehensive income caption ''Depreciation, amortisation and impairment losses on goodwill, tangible and intangible assets''. 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 periods.
Transactions in currencies other than euro are recorded at the rates of exchange in force on the date of the transaction. Foreign currency monetary assets and liabilities at the balance sheet dates are translated to euros at the rates of exchange in force on that dates. Non monetary assets and liabilities recorded at their fair value in foreign currencies are translated to euros using the rate of exchange in force on the date the fair value was determined.
Exchange gains and losses resulting from differences between the exchange rates in force on the dates of the transactions and those in force on the dates of collection, payment or the balance sheet date are recognised as income or costs in the consolidated statement of profit and loss, except for those relating to non monetary items where the change in fair value is recognised directly in shareholders' equity (''Currency translation adjustments''), namely:
The foreign currency financial statements of subsidiary and associated companies are translated as follows: assets and liabilities at the exchange rates in force on the balance sheet dates; shareholders' equity captions at the historical exchange rates; and consolidated statement of comprehensive income and statement of cash-flow captions at the average exchange rates.
The exchange effect of such translations after 1 January 2004 is reflected in the shareholders' equity caption ''Currency translation adjustments'' in the case of subsidiary companies and in the shareholders' equity caption ''Reserves - Adjustments in investments in associates'' in the case of investments in associated companies, and is transferred to the statement of profit and loss caption ''Net financial expenses'' when the corresponding investments are sold.
In accordance with IAS 21, goodwill and fair value corrections determined on the acquisition of foreign entities are considered in the reporting currency of such entities, and are translated to euros at the exchange rate in force on the balance sheet date. Exchange differences arising from these translations are reflected in the caption ''Currency translation adjustments''.
The Group contracts financial derivative hedging instruments when it wishes to reduce its exposure to exchange rate risk.
Costs incurred on loans obtained directly to finance the acquisition, construction or production of assets that necessarily take a substantial period of time to get ready for its intended use or sale (qualifying assets) are capitalised as part of the cost of the assets during that period.
To the extent that variable interest rate loans, attributable to finance the acquisition, construction or production of qualifying assets, are being covered through a cash flow hedge relation, the effective portion of fair value of the derivative financial instrument is recognized in Reserves and transferred to profit and loss when the qualifying asset has an impact on results.
Additionally, to the extent that fixed interest rate loans used to finance a hedged item are covered by a fair value hedge relation, the financial burden in addition to the cost of the asset should reflect the interest rate covered.
Any financial income generated by loans obtained in advance to finance specific capital expenditure is deducted from the capital expenditure subject to capitalisation.
Subsidies are recognised based on their fair value, when there is reasonable certainty that they will be received and that the Group will comply with the conditions required for them to be granted.
Operating subsidies, namely those for employee training, are recognised in the consolidated statement of comprehensive income in accordance with the costs incurred.
Investment subsidies relating to the acquisition of tangible fixed assets are recorded in the caption ''Other non-current liabilities'' and are recorded to the consolidated statement of comprehensive income on a consistent straight-line basis in proportion to depreciation of the subsidised assets.
Merchandise and raw, subsidiary and consumable materials are stated at average cost.
Finished and semi-finished products and work in progress are stated at production cost, which includes the cost of the raw materials incorporated, labour and production overheads.
Inventories are reduced in value where market value is lower than book value, through the recognition of an impairment loss, the reduction being reversed when the reasons that gave rise to it cease to exist.
Non-current assets (or discontinued operations) are classified as held for sale if their value is realizable through a sale transaction rather than through its continued use. This situation is only considered to arise when: (i) the sale is probable and the asset is available for immediate sale in its present condition, (ii) the management is committed to a plan of sale, and (iii) the sale is expected to take place within a period of twelve months.
Non-current assets (or discontinued operations) classified as held for sale are measured at the lower of the book value or their fair value less the costs incurred in their sale.
A business segment is a distinguishable component of an entity that is engaged in providing a product or service or a group of related products or services which are different from those of other business segments.
The Group presents as main segments the geographical segments, following the way Management carries out businesses.
Assets to be realised and liabilities to be settled within one year of the balance sheet date are classified as current.
In addition the liabilities are also classified as current, when there is no unconditional right to defer its settlement for a period of at least twelve months after the balance sheet date.
Net operating income includes operating income and expenses, whether recurring or not, including restructuring costs and operating income and expenses associated to tangible assets and intangible assets. Also comprise, gains or losses on the sale of companies consolidated using the full or proportional integration method. The net financial expenses, share of results of associates, other financial investment (Notes 12, 19 and 20) and income tax, are excluded.
Provisions are recognised when: (i) exists an obligation (legal or implicit) resulting from a past event; (ii) under which it is probable that it will have an outflow of resources to resolve the obligation; and (iii) the amount of the obligation can be reasonably estimated. At each balance sheet date provisions are reviewed and adjusted to reflect the best estimate as of that date.
When one of the conditions described is not completed the Group disclosures the events in question as contingent liabilities, unless the possibility of outflow of resources is remote, in which case they are not subject to disclosure.
Provisions for restructuring costs are recognised by the Group whenever there is a formal detailed restructuring plan which has been communicated to the parties involved.
In accordance with current legislation and practices in force in several business areas in which the Group operates, land used for quarries must be environmentally rehabilitated.
In this respect, provisions are recorded to cover the estimated cost of environmentally recovering and rehabilitating the land used for quarries, whenever this can be reasonably determined. Such provisions are recorded together with a corresponding increase in the amount of the underlying assets, based on the conclusions of landscape rehabilitation studies, being recognised in the statement of profit and loss as the corresponding assets are depreciated.
In addition, the Group has the procedure of progressively rehabilitating the areas freed up by the quarries, using the recorded provisions.
Financial assets and liabilities are recognised when the Group becomes a party to the contractual relationship.
The caption Cash and cash equivalents includes cash, bank deposits, term deposits and other treasury applications which mature in less than three months, and are repayable on demand with insignificant risk of change in value.
The caption Cash and cash equivalents in the statement of cash flows also includes bank overdrafts, which are included in the balance sheet in the caption Loans.
Accounts receivable are measured at fair value when they are initially recognised and are subsequently stated at amortised cost in accordance with the effective interest rate method. When there is evidence that the accounts receivable are impaired, the corresponding adjustment is recorded by corresponding charge to the statement of profit and loss. The adjustment is recognised and measured by the difference between the book value of the accounts receivable and the present value of the cash flows discounted at the effective interest rate determined upon initial recognition of the accounts receivable.
Investments are recognised (and derecognised) as of substantially all the risks and benefits of ownership are transferred under them, irrespective of the settlement date.
Investments are initially recognised at cost, which is the fair value of the price paid, including transaction costs. Investments are classified as follows:
Held-to-maturity investments are classified as non-current assets, except if they mature in less than twelve months from the balance sheet date, investments with a defined maturity date which the Group intends and has the capacity to hold up to that date being recorded in this caption. These investments are recognised at amortised cost, using the effective interest rate, net of capital repayments and interest received. Impairment losses are recognised in the statement of profit and loss when the recorded amount of the investment is lower than the estimated value of the cash flows discounted at the effective interest rate determined at the time of initial recognition. Impairment losses can only be reversed subsequently when there is an increase in the recoverable amount of the investment can be objectively related to an event occurring after the date in which the impairment loss was recognised. In any case the recognised amount of the investment cannot exceed the amount corresponding to amortised cost of the investment had the impairment loss not been recognised.
After initial recognition, assets measured at fair value through profit and loss and available-for-sale financial assets are revalued to fair value by reference to their market value as of the balance sheet date with no deduction for transaction costs that could arise up to the date their sale. Investments in equity instruments not listed on regulated markets, where it is not feasible to estimate their fair value on a reliable basis, are maintained at cost less possible impairment losses.
Available-for-sale financial assets are classified as non-current assets. Gains and losses due to changes in the fair value of available-for-sale financial assets are reflected in the shareholders' equity caption ''Fair value reserve'' until the instrument is sold, collected or in any other way realised, or where impairment losses are believed to exist, in which case the accumulated gain or loss is recorded.
Those who do not have listed in an active market and whose fair value cannot be reliably measured are kept at cost adjusted for estimated impairment losses.
Financial liabilities and equity instruments issued by the Group are classified in accordance with the substance of the contract independently of its legal form. Equity instruments are contracts that have a residual interest in the Group's assets after deduction of the liabilities.
Equity instruments issued are recorded at the amount received net of costs incurred to issue them.
Loans are initially recorded as liabilities at the amount received, net of loan issuing costs, which corresponds to their fair value on that date. Loans are subsequently measured at amortised cost, being the corresponding financial costs calculated at the effective interest rate, except as follows:
Accounts payable are initially recognised at fair value and subsequently measured at amortised cost in accordance with the effective interest rate method.
The Group has the policy of resorting to financial derivative instruments to hedge the financial risks to which it is exposed as a result of changes in interest and exchange rates.
The Group resorts to financial derivative instruments in accordance with internal policies set and approved by the Board of Directors.
Financial derivative instruments are measured at fair value. The method of its recognition depends on the nature and purpose of the transaction.
Derivative financial instruments are designated as hedging instruments in accordance with the provisions of IAS 39, as regards their documentation and effectiveness.
Changes in the fair value of derivative instruments designated as fair value hedges are recognised as financial income or expense for the period, together with changes in the fair value the asset or liability subject to the risk.
Changes in the fair value of derivative financial instruments designated as cash flow hedging instruments are recorded in the caption Reserves - Hedging operations as regards their effective component and in financial income or expense for the period as regards their non effective component. The amounts recorded under Hedging operations are transferred to the statement of profit and loss in the period in which the effect on the item covered is also reflected in the statement of profit and loss.
Changes in the value of derivative financial instruments hedging net investments in a foreign entity, are recorded in the caption Currency translation adjustments as regards their effective component. The non effective component of such changes is recognised immediately as financial income or expense for the period. If the hedging instrument is not a derivative, the corresponding variations resulting from changes in the exchange rate are recorded in the caption ''Currency translation adjustments''.
Hedge accounting is discontinued when the hedging instrument matures, is sold or exercised, or when the hedging relationship ceases to comply with the requirements of IAS 39.
Changes in the fair value of derivative financial instruments which are contracted for financial hedging purposes in accordance with the Group's risk management policies, but do not comply with all the requirements of IAS 39 to qualify for hedge accounting, are recorded in the statement of profit and loss for the period in which they occur.
Treasury shares are recorded at cost, as a decrease in shareholders' equity. Gains and losses on the sale of treasury shares are recorded in the caption Reserves.
The fair value of financial assets and financial liabilities is determined as follows:
• The fair value of financial assets and financial liabilities with standard terms and conditions and traded on active liquid markets is determined with reference to quoted market prices;
• The fair value of other financial assets and financial liabilities (excluding derivative instruments) is determined in accordance with generally accepted pricing models based on discounted cash flows analysis using prices from observable current market transactions.
The fair value of derivative financial instruments is calculated using market prices. Where such prices are not available, fair value is determined based on discounted cash flows, which includes some assumptions that are supportable by observable market prices or rates.
Retirement benefits are recorded in accordance with IAS 19 - Employee benefits.
Costs of these benefits are recognised as the services are rendered by the beneficiary employees.
Therefore, at the end of each accounting period actuarial valuations are obtained from independent entities to determine the amount of the liability as of that date and the pension cost to be recognised in the period, in accordance with the ''projected unit credit'' method. The liability thus estimated is compared with the market value of the pension fund, so as to determine the amount of the difference to be recorded in the balance sheet.
As established in the above mentioned standard, pension costs are recognised in the caption Payroll costs, based on the amounts determined on an actuarial basis, and include current service costs (increase in the liability), which corresponds to the additional benefits accrued to the employees during the period and interest costs, which result from updating the past service liability. These amounts are reduced by the estimated return on the assets relating to the plan. Actuarial gains and losses are recorded directly in Reserves.
Past service costs are recognised immediately, as the related benefits have already been recognised or, alternatively, recognised on a straight-line basis over the estimated period in which they are obtained.
Contributions made by the Group to defined contribution plans are recorded as costs when they are due.
Some Group companies provide supplementary healthcare benefits to their employees in addition to those provided by the Public Social Security, extensive to their families, early retired and retired personnel. The liability resulting from these benefits is recorded in a similar manner to the retirement pension liability, in the caption ''Payroll costs - healthcare benefits'', except for the ones relating to actuarial gains and losses, which are recorded in Reserves.
As in the case of retirement benefits, actuarial valuations made by an independent entity are obtained at the end of each accounting period, so as to determine the amount of the liability as of that date.
Share-based payments to employees, according to incentive share purchase plan and share option plan, are recorded in accordance with IFRS 2 - Share-based payment.
In accordance with IFRS 2, equity settled payment transactions are recognised at their fair value on the date they are granted.
Fair value as of the date the benefits are granted is recognised as cost on a straight-line basis over the vesting period as a result of services rendered.
A contingent liability is (i) a possible obligation that arises from past events and whose existence will be confirmed by the occurrence or non-occurrence of uncertain future events or (ii) a present obligation that arises from past events, but that is not recognized because an outflow of funds are not probable or the amount cannot be reliably measured.
Contingent liabilities are not recognised in the consolidated financial statements but are disclosed in the notes to the 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.
A contingent asset is a possible asset that arises from past events and whose existence will be confirmed only by the occurrence or non-occurrence of uncertain future events.
Contingent assets are not recognised in the consolidated financial statements, but are disclosed in the notes to the financial statements when a future economic benefit is probable.
Income resulting from sales is recognised in the consolidated statement of profit and loss when the risks and benefits of ownership of assets are transferred to the purchaser and the amount of income can be reasonably quantified. Sales are recognised at the fair amount received or receivable, net of taxes, discounts and other costs incurred to realise them, by the fair value of the amount received or receivable.
Income from services rendered is recognised in the consolidated statement of profit and loss in the period in which they are rendered.
Interest and financial income are recognised on an accrual basis in accordance with the effective interest rate.
Costs and income are recognised in the period to which they relate independently of when they are paid or received. Costs and income, the amount of which is not known, are estimated.
Costs and income attributable to the current period which will only be paid or received in future periods, as well as amounts paid and received in the current period that relate to future periods and will be attributed to each of the periods by the amount corresponding to them, are recorded in the captions Other current assets and Other current liabilities (Notes 24 and 42).
At each balance sheet date, the Group reviews for any indication that a financial asset or a group of financial assets may be impaired.
For the financial assets classified as available-for-sale, a continuous or a significant decline in the fair value of the instrument below its cost, is considered as an indicator of impairment. If such evidence exists for available-for-sale financial assets, the cumulative loss -- measured as the difference between the asset's carrying amount and the present fair value, less any impairment loss already recognised in profit and loss -- is removed from equity and recognised in profit and loss statement. Impairments relating to investments in available-for-sale equity instruments are not reversed through statement of profit and loss.
Impairment losses are recorded whenever there are clear indicators that the Group will not be able to collect all the amounts it should receive, according to the terms established by the contracted agreements. To identify these losses, several indicators are used, such as:
The adjustments are measured by the difference between the recoverable amount and the carrying amount of the financial asset and recognized as an expense in the income statement. The carrying amount of these assets is reduced to the recoverable amount through an impairment recognition. Whenever a certain amount is considered as uncollectible it is removed through the use of the respective impairment account. Subsequent recovery of these amounts is recorded in the income statement.
Tax on income for the period is calculated based on the taxable results of the companies included in the consolidation and takes into consideration deferred taxation.
Current income tax is calculated based on the taxable results (which differ from the accounting results) of the companies included in the consolidation, in accordance with the tax rules applicable to the area in which the head office of each Group company is located.
Deferred taxes refer to temporary differences between the amounts of assets and liabilities for accounting purposes and the corresponding amounts for tax purposes.
Deferred tax assets and liabilities are calculated and assessed periodically using the tax rates expected to be in force when the temporary differences reverse, and are not subject to discounting.
Deferred tax assets are only recognised when there is reasonable expectation that there will be sufficient future taxable income to utilise them. Temporary differences underlying the deferred tax assets are reappraised annually in order to recognise or adjust the deferred tax assets based on the current expectation of their future recovery.
Earnings per share are calculated dividing the result attributable to the ordinary shareholders of the parent company, by the weighted average number of shares in circulation during the period.
The diluted earnings per share are calculated dividing the result attributable to the ordinary shareholders of the parent company, by the weighted average number of shares in circulation during the period, adjusted by potential ordinary diluting shares.
Potential ordinary diluting shares can result from options over shares and other financial instruments issued by the Group, convertible to shares of the Parent company.
Events that occur after the date of the balance sheet that provide additional information on conditions that existed as of the balance sheet date are reflected in the consolidated financial statements.
Events that occur after the date of the balance sheet, that provide information on conditions that exist after the balance sheet date, if material, are disclosed in the notes to the consolidated financial statements.
Some of the Group's production units in Portugal and Spain are covered by the European greenhouse effect gas emissions market. While the IASB does not issue accounting policies covering the granting and trading of emission licences, the Group adopts the following policy:
• Licences acquired are recognised at cost, in a specific intangible assets account under the Industrial property and other rights caption.
The significant changes in estimates in the years ended 31 December 2009 and 2008 relate to changes in the actuarial assumptions used to determine the liability due to employee benefits, disclosed in Note 34.
Since the year ended 31 December 2008, arising from changes to IAS 23, the Group has charged the cost of its qualifying assets (Note 2.10.) on loan costs directly related to its acquisition, construction or production to date that is available to the intended use or sale.
There were no other changes in accounting policies or corrections of errors identified in these years.
The parent company, Cimpor - Cimentos de Portugal, SGPS, S.A., and the following subsidiaries, in which it has majority participation (control), have been consolidated using the full consolidation method:
| Name | Full name/Headquaters | Effective Participation |
|---|---|---|
| HOLDING E SUB-HOLDING COMPANIES | ||
| CIMPOR SGPS | CIMPOR - CIMENTOS DE PORTUGAL, SGPS, S.A. Rua Alexandre Herculano, 35 1250 - 009 Lisboa |
|
| CIMPOR PORTUGAL | CIMPOR PORTUGAL, SGPS, S.A. Rua Alexandre Herculano, 35 1250 - 009 Lisboa |
100,00 |
| CIMPOR INTERNACIONAL | CIMPOR INTERNACIONAL, SGPS, S.A. Rua Alexandre Herculano, 35 1250 - 009 Lisboa |
100,00 |
| CIMPOR INVERSIONES | CIMPOR INVERSIONES, S.A. Calle Brasil, 56 36204 Vigo |
100,00 |
| CEMENT AREA (Portugal) | ||
| CIMPOR INDÚSTRIA | CIMPOR – INDÚSTRIA DE CIMENTOS, S.A. Rua Alexandre Herculano, 35 1250 - 009 Lisboa |
100,00 |
| SCIAL | ESTABELECIMENTOS SCIAL DO NORTE, S.A. Rua Alexandre Herculano, 35 1250 - 009 Lisboa |
100,00 |
| CECISA | CECISA - COMÉRCIO INTERNACIONAL, S.A. Rua Alexandre Herculano, 35 1250 - 009 Lisboa |
100,00 |
| CTA | CEMENT TRADING ACTIVITIES - COMÉRCIO INTERNACIONAL, S.A. Rua Alexandre Herculano, 35 1250 - 009 Lisboa |
100,00 |
| Name | Full name/Headquaters | Effective Participation |
|---|---|---|
| MOSSINES | MOSSINES – CIMENTOS DE SINES, S.A. Rua Alexandre Herculano, 35 1250 - 009 Lisboa |
100,00 |
| CIMENTAÇOR | CIMENTAÇOR - CIMENTOS DOS AÇORES, LDA. Rua Bento Dias Carreiro, 6 9600-050 Pico da Pedra - Ribeira Grande Açores |
100,00 |
| CECIME | CECIME – CIMENTOS, S.A. Rua Alexandre Herculano, 35 1250 - 009 Lisboa |
100,00 |
| CIMPOR BETÃO | CIMPOR BETÃO - INDÚSTRIA DE BETÃO PRONTO, S.A. Rua Quinta do Paizinho, Edifício Bepor, Bloco 2-1ºEsq. 2790 - 237 Carnaxide |
100,00 |
|---|---|---|
| AGREPOR | AGREPOR AGREGADOS - EXTRACÇÃO DE INERTES, S.A. Rua Alexandre Herculano, 35 1250 - 009 Lisboa |
100,00 |
| BETÃO LIZ | BETÃO LIZ, S.A. Rua Quinta do Paizinho, Edifício Bepor, Bloco 2-1ºEsq. 2790 - 237 Carnaxide |
100,00 |
| FORNECEDORA | FORNECEDORA DE BRITAS DO CARREGADO, S.A. Rua Alexandre Herculano, 35 1250 - 009 Lisboa |
100,00 |
| SOGRAL | SOGRAL - SOCIEDADE DE GRANITOS, S.A. Rua Alexandre Herculano, 35 1250 - 009 Lisboa |
100,00 |
| JOMATEL | JOMATEL - EMPRESA DE MATERIAIS DE CONSTRUÇÃO, S.A. Rua Quinta do Paizinho, Edifício Bepor, Bloco 2-1ºEsq. 2790 - 237 Carnaxide |
100,00 |
| IBERA | IBERA - INDÚSTRIA DE BETÃO, S.A. Qtª da Madeira, Estrada Nac. 114, km 85 7002 - 505 Évora |
50,00 |
| Name | Full name/Headquaters | Effective Participation |
|---|---|---|
| PRECAST AREA (Portugal) | ||
| PREDIANA | PREDIANA - SOCIEDADE DE PRÉ-ESFORÇADOS, S.A. Rua Alexandre Herculano, 35 1250 - 009 Lisboa |
100,00 |
| GEOFER | GEOFER - PRODUÇÃO E COMERCIALIZAÇÃO DE BENS E EQUIPAMENTOS, S.A. Rua Alexandre Herculano, 35 1250 - 009 Lisboa |
100,00 |
| OTHER RELATED ACTIVITIES (Portugal) | ||
| SACOPOR | SACOPOR - SOCIEDADE DE EMBALAGENS E SACOS DE PAPEL, S.A. Rua Alexandre Herculano, 35 1250 - 009 Lisboa |
100,00 |
| CIMPOR TEC | CIMPOR TEC – ENGENHARIA E SERVIÇOS TÉNICOS DE APOIO AO GRUPO, S.A. Rua Alexandre Herculano, 35 1250 - 009 Lisboa |
100,00 |
| CIARGA | CIARGA - ARGAMASSAS SECAS, S.A. Rua Alexandre Herculano, 35 1250 - 009 Lisboa |
100,00 |
| TRANSVIÁRIA | TRANSVIÁRIA - GESTÃO DE TRANSPORTES, S.A. Rua Alexandre Herculano, 35 1250 - 009 Lisboa |
100,00 |
| ALEMPEDRAS | ALEMPEDRAS - SOCIEDADE DE BRITAS, LDA. Casal da Luz, Santa Maria 2510 - 086 Óbidos |
100,00 |
| SOGESSO | SOGESSO - SOCIEDADE DE GESSOS DE SOURE, S.A. Lugar de São José do Pinheiro 3130 - 544 Soure |
99,58 |
| CELFA | CELFA – SOCIEDADE INDUSTRIAL DE TRANSFORMAÇÃO DE GESSOS, S.A. Rua Alexandre Herculano, 35 1250 - 009 Lisboa |
100,00 |
| Name | Full name/Headquaters | Effective Participation |
|---|---|---|
| SCORECO | SCORECO - VALORIZAÇÃO DE, RESÍDUOS, LDA. Rua Alexandre Herculano, 35 1250 - 009 Lisboa |
100,00 |
| KANDMAD | KANDMAD – SOCIEDADE GESTORA DE PARTICIPAÇÕES SOCIAIS, LDA. Rua dos Aranhas, nº 53 - 3º Andar, Letra H, Freguesia da Sé, 9000 - 044 Funchal |
100,00 |
| INTERNACIONAL AREA | ||
| SPAIN | ||
| CORPORACIÓN NOROESTE | CORPORACIÓN NOROESTE, S.A. Calle Brasil nº 56 36 204 Vigo |
99,54 |
| C.N. HORMIGONES Y ÁRIDOS | CORPORACIÓN NOROESTE DE HORMIGONES Y ÁRIDOS, S.L. Calle Brasil nº 56 36 204 Vigo |
99,54 |
| S.C.M.C. ANDALUCÍA | SOCIEDAD DE CEMENTOS Y MATERIALES DE CONSTRUCCIÓN DE ANDALUCÍA, S.A. Av. de la Agrupacíon de Córdoba, 15 14 014 Córdoba |
99,54 |
| CEMENTOS ANDALUCÍA | CEMENTOS DE ANDALUCÍA, S.L. Av. de la Agrupación de Córdoba, 15 14 014 Córdoba |
99,54 |
| OCCIDENTAL HORMIGONES | OCCIDENTAL DE HORMIGONES, S.L. Calle la Biela s/n Polígono Industrial el Nevero 06006 Badajoz |
99,54 |
| CEMENTOS EL MONTE | CEMENTOS EL MONTE, S.A. 21810 – Palos de la Frontera (Huelva) Puerto Exterior de Huelva Muelle Ingeniero Juan Gonzalo s/n |
99,54 |
| CEMENTOS NOROESTE | CEMENTOS NOROESTE, S.L. Calle Brasil nº 56 36 204 Vigo |
99,54 |
| Name | Full name/Headquaters | Effective Participation |
|---|---|---|
| SERMACONSA | SERVICIOS Y MATERIALES PARA LA CONSTRUCCIÓN, S.A. Calle Brasil nº 56 36 204 Vigo |
99,54 |
| MORTEROS GALICIA | MORTEROS DE GALICIA, S.L. Calle Brasil nº 56 36 204 Vigo |
99,54 |
| S.I.F. GALLEGA | SOCIEDAD INDUSTRIAL Y FINANCIERA GALLEGA, S.L. Calle Brasil nº 56 36 204 Vigo |
99,54 |
| TABANQUE, S.L. | TABANQUE, S.L. Calle Brasil nº 56 36 204 Vigo |
99,54 |
| HORMIGONES MIÑO | HORMIGONES MIÑO, S.L. Calle Brasil nº 56 36 204 Vigo |
99,52 |
| CEMENTOS COSMOS | CEMENTOS COSMOS, S.A. Calle Brasil nº 56 36 204 Vigo |
99,30 |
| PREBETONG GALICIA | PREBETONG GALICIA, S.A. Calle Brasil nº 56 36 204 Vigo |
98,41 |
| BOMTRAHOR | BOMBEO Y TRANSPORTE DE HORMIGON, S.A. Calle Brasil nº 56 36 204 Vigo |
92,80 |
| CANTERAS PREBETONG | CANTERAS PREBETONG, S.L. Calle Brasil nº 56 36 204 Vigo |
98,41 |
| PREBETONG LUGO | PREBETONG LUGO, S.A. Av. Benigno Rivera s/n Polígono Industrial del Ceao 27 003 Lugo |
81,57 |
| PREBETONG LUGO HORMIGONES | PREBETONG LUGO HORMIGONES, S.A. Av. Benigno Rivera s/n Polígono Industrial del Ceao 27 003 Lugo |
81,57 |
| Name | Full name/Headquaters | Effective Participation |
|---|---|---|
| MATERIALES ATLÁNTICO | MATERIALES DEL ATLÁNTICO, S.A. Polígono Industrial As Lagoas – Carretera Cedeira Km. 1,5 15 570 Narón (La Coruña) |
99,47 |
| HORMIGONES LA BARCA | HORMIGONES Y ÁRIDOS LA BARCA, S.A. Lugar de Lantañón Vilanoviña - Meis (Pontevedra) |
49,77 |
| ARICOSA | ÁRIDOS DE LA CORUÑA, S.A. Candame 15 142 Arteixo (La Coruña) |
49,21 |
| CANPESA | CANTEIRA DO PENEDO, S.A. Reina, 1 – 3º 27 001 Lugo |
40,77 |
| OCCIDENTAL DE ARIDOS | OCCIDENTAL DE ARIDOS, S.L. Calle Brasil nº 56 36204 Vigo |
99,54 |
| CIMPOR HORMIGÓN CANARIAS | CIMPOR HORMIGÓN CANARIAS, S.L. Calle Brasil nº 56 36204 Vigo |
99,54 |
| CIMPOR CANARIAS | CIMPOR CANARIAS, S.L. Calle Brasil nº 56 36204 Vigo |
99,54 |
| DS UNIÓN | DS UNIÓN, S.L. Calle Goya, nº1, 5º-C 18002 Granada |
89,58 |
| ASMENT DE TEMARA | ASMENT DE TEMARA, S.A. Ain Attig – Route de Casablanca Témara |
62,62 |
|---|---|---|
| BETOCIM | BETOCIM, S.A.S. Chez Asment Témara, Ain Attig – Route de Casablanca Témara |
100,00 |
| ASMENT DU CENTRE | ASMENT DU CENTRE, S.A. Chez Asment Témara, Ain Attig – Route de Casablanca Témara |
100,00 |
| Name | Full name/Headquaters | Effective Participation |
|---|---|---|
| GRABEMA | GRABEMA, S.A. Chez Asment Témara, Ain Attig – Route de Casablanca Témara |
100,00 |
| TUNISIA | ||
| C.J.O. | SOCIÉTÉ DES CIMENTS DE JBEL OUST 9, Rue de Touraine, Cité Jardins 1082 Tunis – Belvédère |
100,00 |
| B.J.O. | SOCIÉTÉ BETON JBEL OUST 9, Rue de Touraine, Cité Jardins 1082 Tunis – Belvédère |
100,00 |
| G.J.O. | SOCIÉTÉ GRANULATS JBEL OUST 9, Rue de Touraine, Cité Jardins 1082 Tunis – Belvédère |
100,00 |
| EGYPT | ||
| CEC | CIMPOR EGYPT FOR CEMENT COMPANY, S.A.E. El Gharbaneyat – Borg El Arab City P.O. Box 21511 Alexandria |
100,00 |
| AMCC | AMREYAH CEMENT COMPANY, S.A.E. El Gharbaneyat – Borg El Arab City P. O. Box 21511 Alexandria |
96,39 |
| AMREYAH CIMPOR | AMREYAH CIMPOR CEMENT COMPANY, S.A.E. El Gharbaneyat – Borg El Arab City P.O. Box 21511 Alexandria |
97,29 |
| CSC | CEMENT SERVICES COMPANY, S.A.E. El Gharbaneyat – Borg El Arab City P.O. Box 21511 Alexandria |
98,38 |
| CIMPSAC | CIMPOR SACS MANUFACTURE COMPANY, S.A.E. El Gharbaneyat – Borg El Arab City P.O. Box 21511 Alexandria |
99,59 |
| AMREYAH DEKHEILA | AMREYAH DEKHEILA TERMINAL COMPANY, S.A.E. Dekheila Port Alexandria |
97,35 |
| Name | Full name/Headquaters | Effective Participation |
|---|---|---|
| AMREYAH CIMPOR READY MIX | AMREYAH CIMPOR READY MIX COMPANY S.A.E. Industrial área, Plot no. 89T, Dekheila, Alexandria |
96,86 |
| TURKEY | ||
| CIMPOR YIBITAS | CIMPOR YIBITAS CIMENTO SANAYI VE TICARET A.S. Portakal Cicegi Sokak nº 33 - 06540 06540 Cankaya / Ankara |
99,74 |
| YOZGAT | YIBITAS YOZGAT ISCI BIRLIGI INSAAT MALZEMELERI TICARET VE SANAYI A. S. 66920 - Sarayköy / Yozgat |
80,92 |
| BEYNAK | CIMPOR YIBITAS NAKLIYECILIK TICARET VE SANAYI A.S. Portakal Cicegi Sokak nº 33 - 06540 06540 Cankaya / Ankara |
99,74 |
| BRAZIL | ||
| C.C.B. | CIMPOR - CIMENTOS DO BRASIL, LTDA. Avª Maria Coelho Aguiar, 215 – Bloco E – 8º Jardim São Luíz - São Paulo |
100,00 |
| MOZAMBIQUE | ||
| CIM. MOÇAMBIQUE | CIMENTOS DE MOÇAMBIQUE, S.A. Av. 24 de Julho, nº 7 - 9º/10º pisos Caixa Postal 270 Maputo |
82,46 |
| CIMBETÃO | CIMPOR BETÃO MOÇAMBIQUE, S.A. Estrada de Lingamo Matola |
82,46 |
| IMOPAR | IMOPAR - IMOBILIÁRIA DE MOÇAMBIQUE, S.A. Av. 24 de Julho, nº 7 - 10º piso, direito Maputo |
100,00 |
| Name | Full name/Headquaters | Effective Participation |
|---|---|---|
| SOUTH AFRICA | ||
| NPC | NPC - CIMPOR (PTY) LIMITED 199 Coedmore Road Bellair 4094 Durban |
74,00 |
| NPCC | NATAL PORTLAND CEMENT COMPANY (PTY) LTD. 199 Coedmore Road Bellair 4094 Durban |
100,00 |
| DC | DURBAN CEMENT LTD. 199 Coedmore Road Bellair 4094 Durban |
100,00 |
| SRT | SIMUMA REHABILITATION TRUST 1 Wedgelink Road Bryanston |
37,00 |
| CONCRETE | NPC CONCRETE (PTY) LTD. 199 Coedmore Road Bellair 4094 Durban |
100,00 |
| S. C. STONE | SOUTH COAST STONE CRUSHERS (PTY) LTD. 199 Coedmore Road Bellair 4094 Durban |
74,00 |
| S. C. MINING | SOUTH COAST MINING (PTY) LTD. 199 Coedmore Road Bellair 4094 Durban |
100,00 |
| EEDESWOLD | EEDESWOLD HIGHLANDS (PTY) LTD. 199 Coedmore Road Bellair 4094 Durban |
100,00 |
| STERKSPRUIT AGGREGATES | STERKSPRUIT AGGREGATES (PTY) LTD. 199 Coedmore Road Bellair 4094 Durban |
74,00 |
| STERKSPRUIT CONCRETE | STERKSPRUIT CONCRETE (PTY) LTD. 199 Coedmore Road Bellair 4094 Durban |
100,00 |
| DURBAN QUARRIES | DURBAN QUARRIES (PTY) LTD. 199 Coedmore Road Bellair 4094 Durban |
100,00 |
| Name | Full name/Headquaters | Effective Participation |
|---|---|---|
| CHINA | ||
| CIMPOR CEMENT CORPORATION | CIMPOR CEMENT CORPORATION LIMITED 35/F Cheung Kong Center, 2 Queen's Road Central - Hong Kong |
50,00 |
| SEA - LAND MINING | SEA - LAND MINING LIMITED 35/F Cheung Kong Center, 2 Queen's Road Central - Hong Kong |
50,00 |
| CIMPOR SHANDONG | CIMPOR (SHANDONG) CEMENT COMPANY LIMITED Kuangsi Village, Liuyuan Town, Yicheng District Zaozhuang City, Shangdong Province ZIP code: 277300 |
48,80 |
| NANDA | SUZHOU NANDA CEMENT COMPANY LIMITED Nº. 1, WenDu Road, Wang Ting Town, Xiang Cheng District Suzhou City, Jiangu Province ZIP code: 215155 |
35,52 |
| HUAI'AN LIUYUAN | HUAI'AN LIUYUAN CEMENT COMPANY LIMITED Shendu Village, Wangying Town, Huaiyin district, Huai'na city, Jiangsu Province ZIP code: 223300 |
48,80 |
| SUZHOU LIUYUAN | SUZHOU LIUYUAN NEW TYPE CEMENT DEVELOPMENT CO.,LTD Suzhou Wuzhong economic development zone, DongWu industrial park second term (Yinzhong south road) ZIP code: 215000 |
48,80 |
| CIMPOR SHANGHAI | CIMPOR (SHANGHAI) ENTERPRISES MANAGEMENT CONSULTING COMPANY LIMITED 222 Huaihai Zhong Lu, Lippo Plaza, Floor 25, Room 2505-07 ZIP Code: 200021 Shanghai |
50,00 |
| LIYANG | LIYANG DONGFANG CEMENT COMPANY LIMITED Shanghuang Town, Liyang, Jiangsu Province ZIP Code: 213314 |
50,00 |
| NEW HLG | CIMPOR (HUAI'AN) CEMENT PRODUCTS COMPANY LIMITED Wangying Town, Huaiyin district Huai'An City, Jiangsu Province |
50,00 |
| Name | Full name/Headquaters | Effective Participation |
|---|---|---|
| CIMPOR ZAOZHUANG | CIMPOR (ZAOZHUANG) CEMENT COMPANY LIMITED Matou Village, Fucheng County, Shanting District, Zaozhuang City, Shandong Province ZIP Code: 277222 |
50,00 |
| CIMPOR MACAU INVESTMENT | CIMPOR MACAU INVESTMENT COMPANY, S.A. Av. da Praia Grande, 693 Edifício Tai Wash - 15º andar MACAU |
50,00 |
| EAST ADVANTAGE | EAST ADVANTAGE INTERNATIONAL LIMITED Romasco Place, Wickhams Cay 1, P.O. Box 3140, Road Town, Tortola British Virgin Islands VG1110 |
50,00 |
| INDIA | ||
| SHREE DIJIVAY CEMENT CO, LTD | SHREE DIJIVAY CEMENT CO, LTD P.O. Digvijaygram - 361140 Jamnagar Estado de Gujarat |
73,63 |
| CAPE VERDE | ||
| CIMPOR CABO VERDE | CIMPOR CABO VERDE, S.A. Estrada de Tira Chapéu Praia, Santiago 14/A |
98,65 |
| CABO VERDE BETÕES E INERTES | CABO VERDE BETÕES E INERTES, S.A. Estrada de Tira Chapéu Praia, Santiago 14/A |
54,32 |
| ITP | INDÚSTRIA DE TRANSFORMAÇÃO DE PEDRAS, LDA. Estrada de Tira Chapéu Praia, Santiago 14/A |
98,65 |
| BETÕES DE CABO VERDE | BETÕES DE CABO VERDE, S.A. Estrada de Tira Chapéu Praia, Santiago 14/A |
54,32 |
| Name | Full name/Headquaters | Effective Participation |
|---|---|---|
| PERU | ||
| CEMENTOS OTORONGO | CEMENTOS OTORONGO, S.A.C. Malecón Cisneros 428 dpto. 1002 Miraflores Lima |
100,00 |
| UNRELATED ACTIVITIES | ||
| CIMPOR SERVIÇOS | CIMPOR – SERVIÇOS DE APOIO À GESTÃO DE EMPRESAS, S.A. Rua Alexandre Herculano, 35 1250 - 009 Lisboa |
100,00 |
| CIMPOR SAGESA | CIMPOR SAGESA, S.A. Brasil, 56 36 204 Vigo |
100,00 |
| CIMPOR FINANCE | CIMPOR FINANCE LIMITED 2 Harbourmaster Place Custom House Dock Dublin 1 |
100,00 |
| CIMPOR B.V. | CIMPOR FINANCIAL OPERATIONS, B.V. Teleportboulevard 140 1043 EJ Amesterdam |
100,00 |
| CIMPOR IMOBILIÁRIA | CIMPOR IMOBILIÁRIA, S.A. Rua Alexandre Herculano, 35 1250 - 009 Lisboa |
100,00 |
| MECAN | MECAN - MANUFACTURA DE ELEMENTOS DE CASAS DE CONSTRUÇÃO NORMALIZADA, LDA. Rua Alexandre Herculano, 35 1250 - 009 Lisboa |
100,00 |
| CIMPOR TRADING | CIMPOR TRADING, S.A. Brasil, 56 36 204 Vigo |
100,00 |
| CIMPOR REINSURANCE | CIMPOR REINSURANCE, S.A. 74, Rue de Merl, L - 2146 1611 – Luxemburgo |
100,00 |
| Name | Full name/Headquaters | Effective Participation |
|---|---|---|
| CIMPSHIP | CIMPSHIP - TRANSPORTES MARÍTIMOS, S.A. Rua Ivens, nº 3 - B, Edifício Dona Mécia, 2º L, Freguesia da Sé, Conselho do Funchal 9000 - 039 Funchal |
60,00 |
| CIMPOR DEL ECUADOR | CIMPOR DEL ECUADOR, S.A. Distrito Metropolitano de Quito Província de Pichincha |
49,88 |
Investments in associated companies, recorded in accordance with the equity method (Note 19) for the year ended 31 December 2009 were as follows:
| Name | Full name/Headquaters | Effective Participation |
|---|---|---|
| OTHER RELATED ACTIVITIES (Portugal) | ||
| SETEFRETE | SETEFRETE, SGPS, S.A. Av. Luísa Todi, 1 – 1º 2900 – 459 Setúbal |
25,00 |
| INTERNACIONAL AREA - SPAIN | ||
| CEMENTOS ANTEQUERA | CEMENTOS ANTEQUERA, S.A. Calle Atarazanas nº 2 - 1º 29005 Málaga |
22,98 |
| ARENOR | ARENOR, S.L. Calle Monte Carmelo nº 1 – 5º C 41011 Sevilla |
28,44 |
| HORMICESA | HOMIGONES MIRANDA CELANOVA, S.A. Ctra. Casasoá, Km. 0,100 32817 Celanova - Ourense |
39,37 |
| AGUEIRO | AGUEIRO, S.A. Parroquía de Rois, Parcela B-26, Pol. Ind. Bergondo 15166 Bergondo - A Coruña |
44,79 |
| Name | Full name/Headquaters | Effective Participation |
|---|---|---|
| INTERNACIONAL AREA - BRAZIL | ||
| COMICAN | COMPANHIA DE MINERAÇÃO CANDIOTA Av. Maria Coelho Aguiar, 215 - Bloco E - 8º. Andar - Sala A Jardim São Luiz - São Paulo |
48,00 |
The following companies were consolidated in accordance with the proportional method as they are jointly controlled with the other shareholder:
| Name | Full name/Headquaters | Effective Participation |
|---|---|---|
| CEMENT AREA (Portugal) | ||
| TEPORSET | TEPORSET - TERMINAL PORTUÁRIO DE SETÚBAL, S.A. Rua Alexandre Herculano, 35 1250 - 009 Lisboa |
50,00 |
| INTERNACIONAL AREA - SPAIN | ||
| CEISA | CEMENTOS ESPECIALES DE LAS ISLAS, S.A. Calle Secretario Artiles nº 36 35007 Las Palmas de Gran Canaria |
50,00 |
| INPROCOI | INSULAR DE PRODUCTOS PARA LA CONSTRUCCIÓN Y LA INDUSTRIA, S.L. Explanada Muelle Dique del Este s/n 38180 Puerto de Santa Cruz de Tenerife |
50,00 |
| INTERNACIONAL AREA - TUNISIA | ||
| TCG | TERMINAL CIMENTIER DE GABES, G.I.E Port de Gabes Gabes |
33,33 |
| Name | Full name/Headquaters | Effective Participation |
|---|---|---|
| INTERNACIONAL AREA - BRAZIL | ||
| ECO-PROCESSA | ECO-PROCESSA – TRATAMENTO DE RESÍDUOS LTDA. Av. Rio Branco, 110 – 39º - parte Cidade do Rio de Janeiro Estado do Rio de Janeiro |
50,00 |
In the year ended 31 December 2009, the most significant changes in the consolidation perimeter, relate to the acquisition of shareholdings in the Spain business area, amounting to 2 million euros, and the disposal of cement storage and bagging facilities in the Peru business area, for about 8 million euros, owned by Cementos Otorongo S.A. and the El Callao terminal, as well as the corresponding shareholding (100%) in Agrecom - Agregados Comercializados S.A.C.
The impact of these changes in the consolidated statement of financial position was as follows:
| Non current assets: Intangible assets (Note 17) 6 (7) (1) Tangible assets (Note 18) 1,774 (7,045) (5,271) Investments in associates (Note 19) 60 ‐ 60 Deferred tax assets (Note 25) 123 (207) (84) Total non-current assets 1,963 (7,259) (5,296) Current assets: Inventories ‐ (208) (208) Accounts receivable - trade 444 (4) 441 Accounts receivable - other 28 (16) 12 Taxes recoverable 19 (364) (345) Other current assets 577 (24) 553 Total current assets 1,068 (615) 452 Total assets 3,031 (7,874) (4,843) Non current liabilities: Loans ‐ 1,290 1,290 Obligations under finance leases ‐ 383 383 Total non-current liabilities ‐ 1,673 1,673 Current liabilities: Accounts payable - trade (544) 25 (520) Accounts payable - other (2,074) ‐ (2,074) Taxes payable (27) 1 (27) Loans ‐ 115 115 Obligations under finance leases ‐ 146 146 Other current liabilities (10) ‐ (10) Total current liabilities (2,656) 286 (2,370) Total liabilities (2,656) 1,959 (697) Minority interest (Note 33) 72 (179) (107) Net amount 448 (6,094) (5,647) Goodwill (Note 16 e 19) 1,571 (2,479) (909) Currency translation adjustments ‐ 195 195 Capital (gain) / loss ‐ 304 304 Accounts receivable / payable - other (953) 2,707 1,754 Net amount paid / (received) 1,065 (5,368) (4,303) Cash and cash equivalents 87 (22) 65 Net assets acquired / (sold) 2,105 (8,097) (5,992) |
Captions | Acquisitions | Disposals | Total |
|---|---|---|---|---|
The impact in the consolidated statement of comprehensive income for the year ended 31 December 2009, as result of the above referred acquisitions, was as follows:
| Captions | Value |
|---|---|
| Operating income | 378 |
| Operating expenses | 1,302 |
| Net operating income | (923) |
| Net financial expenses | (5) |
| Profit before income tax | (928) |
| Income tax | ‐ |
| Net profit for the year | (928) |
| Attributable to: | |
| Equity holders of the parent | (508) |
| Minority interest | (420) |
Additionally, in the year ended 31 December 2009, the process of allocating the purchase price to the fair value of net assets of business activities acquired in the preceding year was concluded, which mainly referred to the acquisition of cement manufacturing assets in the India and China business areas and assets intended for the production and commercialisation of cement and concrete in the Canary Islands. The impacts were included under the "transfers" items and were as follows:
| Inicial | Fair-value | Final | |
|---|---|---|---|
| Captions | measurement | allocation | measurement |
| Non current assets: | |||
| Intangible assets | 22,811 | 15,985 | 38,796 |
| Tangible assets | 130,436 | 54,436 | 184,872 |
| Other investments | 654 | (385) | 270 |
| Accounts receivable - other | 2 | ‐ | 2 |
| Other non-current assets | 17,901 | (361) | 17,540 |
| Deferred tax assets | 8,913 | 619 | 9,532 |
| Total non-current assets | 180,717 | 70,295 | 251,012 |
| Current assets: | |||
| Inventories | 24,502 | (788) | 23,714 |
| Accounts receivable - trade | 24,512 | 272 | 24,784 |
| Accounts receivable - other | 1,781 | (399) | 1,383 |
| Taxes recoverable | 3,634 | ‐ | 3,634 |
| Other current assets | 1,188 | 194 | 1,383 |
| Total current assets | 55,618 | (721) | 54,897 |
| Total assets | 236,335 | 69,574 | 305,909 |
| Non current liabilities: | |||
| Deferred tax liabilities | (12,179) | (21,709) | (33,888) |
| Provisions | (4,799) | (692) | (5,490) |
| Loans | (16,162) | ‐ | (16,162) |
| Obligations under finance leases | (716) | ‐ | (716) |
| Accounts payable - other | (1,238) | 1,222 | (15) |
| Total non-current liabilities | (35,094) | (21,178) | (56,272) |
| Current liabilities: | |||
| Accounts payable - trade | (14,840) | ‐ | (14,840) |
| Accounts payable - other | (10,274) | 83 | (10,192) |
| Taxes payable | (1,005) | ‐ | (1,005) |
| Loans | (7,596) | (66) | (7,662) |
| Obligations under finance leases | (323) | ‐ | (323) |
| Other current liabilities | (1,681) | 1,046 | (635) |
| Total current liabilities | (35,719) | 1,063 | (34,657) |
| Total liabilities | (70,813) | (20,116) | (90,929) |
| Minority interest | (8,473) | (5,181) | (13,653) |
| Net amount | 157,049 | 44,278 | 201,327 |
| Goodwill | 154,147 | (37,626) | 116,521 |
| Investments in associates | ‐ | (7,184) | (7,184) |
| Accounts receivable / payable - other | (10,928) | 3,138 | (7,790) |
| Net amount paid / (received) | 300,268 | 2,605 | 302,873 |
| Cash and cash equivalents | 8,495 | 4 | 8,500 |
| Net assets acquired / (sold) | 319,691 | (528) | 319,163 |
The exchange rates used to translate, to euros, the foreign currency assets and liabilities at 31 December 2009 and 2008, as well the results for the years then ended were as follows:
| Closing exchange rate | Average exchange rate | |||||||
|---|---|---|---|---|---|---|---|---|
| Currency | Segment | 2009 | 2008 | Var.% | 2009 | 2008 | Var.% | |
| USD | Other | 1.4406 | 1.3917 | (3.4) | 1.39463 | 1.47134 | 5.5 | |
| MAD | Morocco | 11.348 | 11.2665 | (0.7) | 11.33928 | 11.43104 | 0.8 | |
| BRL | Brazil | 2.5113 | 3.2436 | 29.2 | 2.78546 | 2.68231 | (3.7) | |
| TND | Tunisia | 1.9009 | 1.8318 | (3.6) | 1.888 | 1.83041 | (3.1) | |
| MZM | Mozambique | 44,150.0 | 35,250.0 | (20.2) | 37,698.8 | 35,654.3 | (5.4) | |
| CVE | Other (Cape Verde) | a) | 110.265 | 110.265 | ‐ | 110.265 | 110.265 | ‐ |
| EGP | Egypt | 7.8903 | 7.6857 | (2.6) | 7.80762 | 8.07765 | 3.5 | |
| ZAR | South Africa | 10.666 | 13.0667 | 22.5 | 11.71057 | 12.0776 | 3.1 | |
| TRY | Turkey | 2.1547 | 2.1488 | (0.3) | 2.16607 | 1.90964 | (11.8) | |
| HKD | China | 11.1709 | 10.7858 | (3.4) | 10.81972 | 11.46236 | 5.9 | |
| CNY | China | 9.835 | 9.4956 | (3.5) | 9.54026 | 10.24795 | 7.4 | |
| MOP | China | 11.506 | 11.1094 | (3.4) | 11.33816 | 12.01416 | 6.0 | |
| PEN | Other (Peru) | a) | 4.162 | 4.3713 | 5.0 | 4.25033 | 4.34771 | 2.3 |
| INR | India | 67.04 | 67.3931 | 0.5 | 68.03312 | 65.61679 b) | (3.6) |
a) Segments not individually reported
b) Average exchange rate from 1 April to 31 December 2008.
The main profit and loss information for years ended 31 December 2009 and 2008, of the several operating segments, being each of them one geographical area where Group operates, is as follows:
| 2009 | 2008 | ||||||||
|---|---|---|---|---|---|---|---|---|---|
| Sales and services rendered | Sales and services rendered | ||||||||
| External sales |
Inter segment sales |
Total | Operating results |
External sales |
Inter segment sales |
Total | Operating results |
||
| Operating segments: | |||||||||
| Portugal | 404,240 | 44,512 | 448,751 | 94,027 | 461,420 | 85,173 | 546,594 | 117,270 | |
| Spain | 328,069 | 702 | 328,771 | 485 | 357,751 | 1,037 | 358,788 | 47,594 | |
| Morocco | 94,152 | ‐ | 94,152 | 33,215 | 88,849 | ‐ | 88,849 | 30,543 | |
| Tunisia | 69,857 | ‐ | 69,857 | 11,912 | 64,021 | ‐ | 64,021 | 9,344 | |
| Egypt | 240,625 | ‐ | 240,625 | 93,183 | 161,226 | ‐ | 161,226 | 58,873 | |
| Turkey | 107,549 | ‐ | 107,549 | (18,660) | 156,128 | ‐ | 156,128 | (810) | |
| Brazil | 427,383 | ‐ | 427,383 | 88,436 | 401,271 | ‐ | 401,271 | 70,093 | |
| Mozambique | 80,923 | ‐ | 80,923 | 6,345 | 77,361 | ‐ | 77,361 | 8,796 | |
| South Africa | 149,146 | 3,651 | 152,797 | 58,934 | 136,018 | 2,211 | 138,228 | 38,910 | |
| China | 81,067 | ‐ | 81,067 | 152 | 64,266 | 1,351 | 65,617 | 2,194 | |
| India | 49,565 | 3,310 | 52,875 | 3,790 | 32,263 | ‐ | 32,263 | 2,394 | |
| Others | 31,508 | ‐ | 31,508 | 1,253 | 42,712 | ‐ | 42,712 | 2,042 | |
| Total | 2,064,083 | 52,175 | 2,116,258 | 373,071 | 2,043,285 | 89,772 | 2,133,057 | 387,242 | |
| Unallocated | 21,414 | 79,347 | 100,761 | 3,830 | 45,577 | 96,385 | 141,963 | 5,400 | |
| Eliminations | ‐ | (131,521) | (131,521) | ‐ | ‐ | (186,157) | (186,157) | ‐ | |
| Sub-total | 2,085,498 | ‐ | 2,085,498 | 376,901 | 2,088,862 | ‐ | 2,088,862 | 392,642 | |
| Net financial expenses Share of results of associates Other investment income |
(52,149) 156 (11,117) |
(49,189) (86,735) 1,537 |
|||||||
| Profit before income tax Income tax |
313,791 (68,113) |
258,255 (24,949) |
|||||||
| Net profit for the year | 245,679 | 233,306 |
All inter segment transactions were made at market values.
The above net income includes the full amount of the segments, without considering the following amounts attributable to minority shareholders:
| 2009 | 2008 | |
|---|---|---|
| Operating segments: | ||
| Portugal | 100 | 99 |
| Spain | (444) | 634 |
| Morocco | 8,227 | 7,058 |
| Egypt | 2,631 | 1,677 |
| Turkey | 629 | 2,207 |
| Brazil | ‐ | 1 |
| Mozambique | 366 | 830 |
| China | (3,317) | 1,245 |
| India | 543 | 136 |
| Others | (205) | (487) |
| 8,530 | 13,399 | |
| Unallocated | 123 | 466 |
| Profit for the year attributable to minority interest | 8,653 | 13,865 |
| 2009 | 2008 | ||||||
|---|---|---|---|---|---|---|---|
| Fixed capital expenditure |
Depreciation, amortisation and impairment losses |
Provisions | Fixed capital expenditure |
Depreciation, amortisation and impairment losses |
Provisions | ||
| Operating segments: | |||||||
| Portugal | 23,026 | 55,284 | 272 | 43,554 | 54,357 | 261 | |
| Spain | 20,997 | 46,125 | ‐ | 161,747 | 36,365 | (1,042) | |
| Morocco | 9,998 | 8,614 | 10 | 9,935 | 8,015 | 2,404 | |
| Tunisia | 5,114 | 7,738 | ‐ | 3,437 | 7,701 | (18) | |
| Egypt | 8,980 | 11,080 | 248 | 5,904 | 10,850 | 3,497 | |
| Turkey | 49,785 | 29,581 | 134 | 72,826 | 16,233 | 201 | |
| Brazil | 52,163 | 34,343 | 303 | 52,037 | 30,817 | 1,390 | |
| Mozambique | 11,723 | 5,506 | 76 | 9,025 | 4,662 | 178 | |
| South Africa | 8,461 | 11,483 | ‐ | 25,043 | 7,254 | 1 | |
| China | 36,535 | 4,591 | ‐ | 53,347 | 3,726 | 332 | |
| India | 3,630 | 6,216 | (74) | 17,742 | 742 | ‐ | |
| Others | (4,375) | 1,324 | ‐ | 2,006 | 1,366 | ‐ | |
| 226,038 | 221,886 | 970 | 456,602 | 182,089 | 7,204 | ||
| Unallocated | 9,786 | 4,371 | 1,800 | 524 | 2,484 | 1,925 | |
| 235,824 | 226,256 | 2,770 | 457,126 | 184,573 | 9,129 |
The increase in depreciation and amortisation results from the acquisitions made at the end of 2008 and the start-up and operation of investments that have been concluded.
In addition, assets and liabilities, by reportable segment, reconciled to the total consolidated amounts as at 31 December 2009 and 2008, are as follows:
| 2009 | 2008 | |||||
|---|---|---|---|---|---|---|
| Assets | Liabilities | Net assets | Assets | Liabilities | Net assets | |
| Operating segments: | ||||||
| Portugal | 803,419 | 313,076 | 490,343 | 796,430 | 316,096 | 480,334 |
| Spain | 828,415 | 621,376 | 207,039 | 838,277 | 550,718 | 287,559 |
| Morocco | 120,834 | 30,948 | 89,886 | 121,836 | 29,304 | 92,532 |
| Tunisia | 144,823 | 13,890 | 130,934 | 145,997 | 14,799 | 131,198 |
| Egypt | 416,275 | 57,092 | 359,182 | 390,315 | 50,003 | 340,312 |
| Turkey | 628,956 | 159,301 | 469,655 | 593,498 | 103,648 | 489,850 |
| Brazil | 1,183,941 | 175,803 | 1,008,137 | 1,030,166 | 262,391 | 767,776 |
| Mozambique | 79,574 | 22,871 | 56,704 | 86,389 | 28,499 | 57,890 |
| South Africa | 287,699 | 60,398 | 227,301 | 231,482 | 60,377 | 171,105 |
| China | 188,487 | 167,231 | 21,255 | 162,226 | 130,690 | 31,536 |
| India | 112,704 | 22,868 | 89,836 | 97,752 | 28,221 | 69,532 |
| Others | 41,095 | 15,737 | 25,358 | 47,132 | 18,947 | 28,185 |
| 4,836,221 | 1,660,591 | 3,175,630 | 4,541,501 | 1,593,690 | 2,947,810 | |
| Unallocated | 723,759 | 2,001,390 | (1,277,631) | 719,785 | 2,149,473 | (1,429,688) |
| Eliminations | (657,610) | (657,610) | ‐ | (743,693) | (743,693) | ‐ |
| Investments in associates | 24,992 | ‐ | 24,992 | 97,663 | ‐ | 97,663 |
| Total | 4,927,362 | 3,004,371 | 1,922,991 | 4,615,255 | 2,999,470 | 1,615,786 |
The assets and liabilities not attributed to reportable segments include (i) assets and liabilities of companies not attributable to specific segments, essentially holding companies and trading companies, (ii) intra-group eliminations between segments and (iii) investments in associates.
Following is a break-down of the information for the years ended 31 December 2009 and 2008, by business segment:
| 2009 | 2008 | ||||||
|---|---|---|---|---|---|---|---|
| Sales and | Sales and | ||||||
| services | Fixed capital | services | Fixed capital | ||||
| rendered | Net assets | expenditure | rendered | Net assets | expenditure | ||
| Business segment: | |||||||
| Cement | 1,591,067 | 4,025,450 | 205,061 | 1,517,530 | 3,767,339 | 348,505 | |
| Ready-mix and precast concrete | 427,684 | 454,428 | 14,804 | 498,538 | 540,109 | 75,109 | |
| Others | 66,747 | 447,484 | 15,958 | 72,794 | 307,807 | 33,512 | |
| Total | 2,085,498 | 4,927,362 | 235,824 | 2,088,862 | 4,615,255 | 457,126 |
Other operating income for the years ended 31 December 2009 and 2008 were made up as follows:
| 2009 | 2008 | |
|---|---|---|
| Supplementary income | 18,478 | 20,331 |
| Gains on the sale of assets (a) | 19,209 | 20,112 |
| Investment subsidies | 7,472 | 3,806 |
| Reversal of receivables adjustments (Note 27) | 4,253 | 5,120 |
| Own work for the company | 2,899 | 4,606 |
| Reversal of inventories adjustments (Note 26) | 163 | 2,339 |
| Others | 10,440 | 9,287 |
| 62,914 | 65,601 | |
(a) In the financial years ended on 31 December 2009 and 2008, these gains included gains from the sale of CO2 emissions licences and the exchange of CO2 emissions licences for Certified Emission Reductions (''CER'') in the amount of 14,031 thousand euros and 11,467 thousand euros, respectively (Note 44).
The cost of goods sold and material used in production for the years ended 31 December 2009 and 2008 was made up as follows:
| 2009 | 2008 | |
|---|---|---|
| Goods sold | 52,776 | 67,166 |
| Material used in production | 525,479 | 563,603 |
| Gain/(loss) on inventories | 666 | 167 |
| 578,921 | 630,936 |
The average number of employees of the companies included in the consolidation in the years ended 31 December 2009 and 2008, by business and operating segment, was as follows:
| 2009 | 2008 | |||||||
|---|---|---|---|---|---|---|---|---|
| Ready-mix and precast |
Ready-mix and precast |
|||||||
| Cement | concrete | Others | Total | Cement | concrete | Others | Total | |
| Segments: | ||||||||
| Portugal | 659 | 536 | 113 | 1,308 | 682 | 583 | 115 | 1,380 |
| Spain | 650 | 460 | 71 | 1,181 | 495 | 452 | 32 | 978 |
| Morocco | 177 | 28 | ‐ | 205 | 179 | 25 | ‐ | 203 |
| Tunisia | 216 | ‐ | ‐ | 216 | 221 | ‐ | ‐ | 221 |
| Egypt | 463 | ‐ | 28 | 491 | 458 | ‐ | 28 | 486 |
| Turkey | 647 | 158 | 9 | 814 | 631 | 167 | 9 | 807 |
| Brazil | 742 | 666 | 9 | 1,417 | 725 | 583 | 9 | 1,317 |
| Mozambique | 419 | 41 | 1 | 461 | 407 | 29 | 1 | 437 |
| South Africa | 359 | 174 | ‐ | 534 | 356 | 185 | ‐ | 541 |
| China | 867 | ‐ | ‐ | 867 | 625 | ‐ | ‐ | 625 |
| India | 545 | ‐ | ‐ | 545 | 414 | ‐ | ‐ | 414 |
| Others | 71 | 74 | 4 | 148 | 74 | 126 | ‐ | 199 |
| 5,815 | 2,137 | 235 | 8,187 | 5,266 | 2,149 | 194 | 7,609 | |
| Common functions | ‐ | ‐ | ‐ | 541 | ‐ | ‐ | ‐ | 534 |
| 5,815 | 2,137 | 235 | 8,728 | 5,266 | 2,149 | 194 | 8,143 |
Payroll expenses for the years ended 31 December 2009 and 2008 were made up as follows:
| 2009 | 2008 | |
|---|---|---|
| Remuneration | 169,297 | 161,263 |
| Charges on remuneration | 37,297 | 34,307 |
| Social action and other | 25,511 | 21,580 |
| Indemnities | 10,141 | 3,324 |
| Incentive plan (Note 35) | 2,261 | 2,003 |
| Healthcare benefits (Note 34) | 1,279 | 1,136 |
| Insurance | 753 | 737 |
| Retirement benefits (Note 34) | 3,072 | 526 |
| 249,610 | 224,875 |
The caption ''Social action and other'' includes occupational health, healthcare assistance, professional training and meal allowance costs.
Other operations expenses for the years ended 31 December 2009 and 2008 were made up as follows:
| 2009 | 2008 | |
|---|---|---|
| Receivables adjustments (Note 27) | 13,065 | 9,330 |
| Taxes | 12,443 | 9,913 |
| Subscriptions | 3,344 | 3,289 |
| Donations | 2,082 | 1,296 |
| Fines and penalties | 1,017 | 2,490 |
| Inventory adjustments (Note 26) | 1,204 | 699 |
| Loss on disposal of assets | 924 | 568 |
| Uncollectible debts | 209 | 390 |
| Others | 1,143 | 2,775 |
| 35,432 | 30,749 |
Net financial expenses for the years ended 31 December 2009 and 2008 were made up as follows:
| 2009 | 2008 | |
|---|---|---|
| Financial expenses: | ||
| Interest expense | 67,689 | 114,614 |
| Foreign exchange loss | 15,822 | 12,716 |
| Changes in fair-value: | ||
| Hedged assets / liabilities | 4,118 | 16,995 |
| Hedging derivative financial instruments | 4,936 | ‐ |
| Trading derivative financial instruments (a) | 29,346 | 13,675 |
| Financial assets/liabilities at fair value (a) | 11,790 | 16,222 |
| 50,190 | 46,892 | |
| Other (b) | 12,997 | 13,595 |
| 146,698 | 187,816 | |
| Financial income: | ||
| Interest income | 15,734 | 32,093 |
| Foreign exchange gain | 22,015 | 24,622 |
| Changes in fair-value: | ||
| Hedged assets / liabilities | 4,936 | ‐ |
| Hedging derivative financial instruments | 4,118 | 16,995 |
| Trading derivative financial instruments (a) | 25,904 | 57,782 |
| Financial assets/liabilities at fair value (a) | 10,702 | 44 |
| 45,660 | 74,821 | |
| Other (b) | 11,140 | 7,092 |
| 94,548 | 138,627 | |
| Net Financial expenses | (52,149) | (49,189) |
| Share of profits of associates: | ||
| Loss in associated companies (Note 19) | (831) | (87,609) |
| Gain in associated companies (Note 19) | 987 | 853 |
| 156 | (86,755) | |
| Other | ‐ | 21 |
| 156 | (86,735) | |
| Investment income: | ||
| Gains on holdings | 368 | 542 |
| Gains/(losses) on investments (c) | (11,485) | 995 |
| (11,117) | 1,537 |
(a) This caption is mainly related to: (i) ''US Private Placements'' fair value changes (Note 37), which were designated as financial liabilities at fair value through profit and loss and (ii) fair value changes of negotiable financial derivative instruments, including two of them that, although contracted to cover exchange rate and interest rate risks associated to ''US Private Placements'' (Note 39), are not qualified by Group for hedge accounting effects.
In the previous year, it included: (i) the gain on the sale of the 2.82% shareholding in the Egyptian company Misr Cement (Qena), SAE, amounting to EUR 2.086 million and (ii) the devaluation of a portfolio of investment funds classified as a financial asset at fair value through income, amounting to EUR 1.091 million (Note 20).
The Company and the majority of its subsidiaries in Portugal are subject to Corporate Income Tax, currently at the rate of 25%, plus a Municipal surcharge up to a maximum of 1.5% of taxable income, totalling 26.5%.
The Company is taxed under the special income tax scheme for corporate groups, comprising the companies in which it directly or indirectly holds at least 90% of the capital and which comply with the requirements of law.
Tax on income relating to the other geographic segments is calculated at respective rates in force, as follows:
| 2009 | 2008 | |
|---|---|---|
| Spain | 30.0% | 30.0% |
| Morroco | 30.0% | 30.0% |
| Tunisia | 30.0% | 30.0% |
| Egypt | 20.0% | 20.0% |
| Turkey | 20.0% | 20.0% |
| Brazil | 34.0% | 34.0% |
| Mozambique | 32.0% | 32.0% |
| South Africa | 28.0% | 28.0% |
| China | 25.0% | 25.0% |
| India | 34.0% | 34.0% |
| Other | 25,5% ‐ 30,0% | 25,5% ‐ 30,0% |
Pursuant to legislation in force in the different jurisdictions in which the Group operates, the corresponding tax returns are subject to review by tax authorities for a period varying from 4 to 5 years, which may be extended under certain circumstances, especially when there are tax losses or ongoing investigations, claims or disputes.
The Board of Directors, based on the positions of its tax consultants and taking into account the recognised responsibilities, believes that any review of these tax returns will not result in adjustments with any significant effect on the consolidated financial statements.
Income tax expense for the years ended 31 December 2009 and 2008 is made up as follows:
| 2009 | 2008 | |
|---|---|---|
| Current tax | 47,234 | 68,471 |
| Deferred tax (Note 25) | 17,608 | 2,264 |
| Increases / (decreases) in tax provisions (Note 36) | 3,271 | (45,786) |
| Charge for the year | 68,113 | 24,949 |
Temporary differences between the book value of assets and liabilities and their corresponding value for tax purposes are recognised in accordance with IAS 12 - Income taxes (Note 25).
The reconciliation between the tax rate applicable in Portugal and the effective tax rate in the Group is as follows:
| 2009 | 2008 | |
|---|---|---|
| Tax rate applicable in Portugal | 26.50% | 26.50% |
| Operational results non taxable (a) | (2.76%) | (2.78%) |
| Financial results non taxable (a) | 0.68% | 6.47% |
| Benefits by deduction to the taxable profit and to the collect | (6.18%) | (3.85%) |
| Increases / (decreases) in tax provisions (b) | 1.04% | (17.73%) |
| Adjustments on deferred taxes | 0.31% | 0.21% |
| Rate differences | 1.51% | 1.26% |
| Other | 0.59% | (0.42%) |
| Effective tax rate of the Group | 21.71% | 9.66% |
In addition to the income tax charge for the year, in the years ended 31 December 2009 and 2008, deferred taxes of 663 thousand euros and 230 thousand euros, respectively, were recorded directly in reserves as a reduction (Note 25).
In the year ended 31 December 2009 a dividend of 18.5 cents per share (23 cents per share in 2008), totalling 122,777 thousand euros (153,151 thousand euros in 2008), was paid as decided by the Shareholders' Annual General Meeting held on 13 May 2009.
In relation to the financial year ended on 31 December 2009, the Board of Directors proposes a dividend of 20 cents per share, subject to approval by the General Meeting of the shareholders to be held on 29 April 2010.
Basic and diluted earnings per share for the years ended 31 December 2009 and 2008 were computed as follows:
| 2009 | 2008 | |
|---|---|---|
| Basic earnings per share | ||
| Net profit considered in the computation of basic earnings per share |
237,025 | 219,441 |
| Weighted average number of ordinary shares used to calculate the basic earnings per share (thousands) (a) |
663,831 | 665,303 |
| Basic earnings per share | 0.36 | 0.33 |
| Diluted earnings per share | ||
| Net profit considered in the computation of basic earnings per share |
237,025 | 219,441 |
| Weighted average number of ordinary shares used to calculate the basic earnings per share (thousands) (a) |
663,831 | 665,303 |
| Effect of the options granted under the Share Option Plan (thousands) (Note 35) |
1,747 | 1,515 |
| Weighted average number of ordinary shares used to calculate the diluted earnings per share (thousands) |
665,578 | 666,818 |
| Diluted earnings per share | 0.36 | 0.33 |
(a) The average number of shares is weighted by the average number of treasury shares in each of the corresponding financial years (Note 29).
The changes in goodwill and related impairment losses in the years ended 31 December 2009 and 2008 were as follows:
| South | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Portugal | Spain | Morocco | Tunisia | Egypt | Turkey | Brazil | Mozambique | Africa | China | India | Other | Total | |
| Gross assets: | |||||||||||||
| Balances at 1 January 2008 | 22,548 | 71,773 | 27,254 | 71,546 | 71,081 | 350,127 | 571,738 | 2,523 | 103,275 | 4,747 | ‐ | 12,528 | 1,309,139 |
| Changes in the consolidation perimeter | 3,103 | 68,736 | ‐ | ‐ | ‐ | 2,335 | 991 | ‐ | ‐ | 13,284 | 68,374 | ‐ | 156,823 |
| Currency translation adjustments | ‐ | ‐ | ‐ | ‐ | 3,898 | (70,503) | (78,428) | 146 | (24,003) | 785 | (5,484) | 218 | (173,371) |
| Additions | ‐ | 7,855 | ‐ | ‐ | ‐ | 638 | ‐ | ‐ | ‐ | ‐ | ‐ | 1,890 | 10,383 |
| Write-offs | ‐ | (765) | ‐ | ‐ | ‐ | ‐ | ‐ | ‐ | ‐ | ‐ | ‐ | ‐ | (765) |
| Transfers | 3,812 | (6,684) | ‐ | ‐ | ‐ | 689 | ‐ | ‐ | ‐ | 1,911 | ‐ | (296) | (569) |
| Balances at 1 January 2009 | 29,463 | 140,914 | 27,254 | 71,546 | 74,979 | 283,286 | 494,301 | 2,668 | 79,272 | 20,726 | 62,890 | 14,339 | 1,301,640 |
| Changes in the consolidation perimeter (Note 5) | ‐ | 1,541 | ‐ | ‐ | ‐ | ‐ | ‐ | ‐ | ‐ | ‐ | ‐ | (2,479) | (938) |
| Currency translation adjustments | ‐ | ‐ | ‐ | ‐ | (1,944) | (1,118) | 92,019 | (91) | 17,843 | (681) | 1,443 | 215 | 107,685 |
| Additions | ‐ | 826 | ‐ | ‐ | ‐ | ‐ | ‐ | ‐ | ‐ | ‐ | ‐ | 322 | 1,147 |
| Transfers | (2,459) | (14,835) | ‐ | ‐ | ‐ | ‐ | ‐ | ‐ | ‐ | (976) | (14,381) | ‐ | (32,652) |
| Balances at 31 December 2009 | 27,004 | 128,446 | 27,254 | 71,546 | 73,035 | 282,168 | 586,320 | 2,578 | 97,115 | 19,069 | 49,952 | 12,397 | 1,376,883 |
| South | |||||||||||||
| Portugal | Spain | Morocco | Tunisia | Egypt | Turkey | Brazil | Mozambique | Africa | China | India | Other | Total | |
| Accumulated impairment losses: | |||||||||||||
| Balances at 1 January 2008 | 601 | 765 | 24,031 | ‐ | ‐ | ‐ | ‐ | ‐ | ‐ | ‐ | ‐ | ‐ | 25,397 |
| Write-offs | ‐ | (765) | ‐ | ‐ | ‐ | ‐ | ‐ | ‐ | ‐ | ‐ | ‐ | ‐ | (765) |
| Balances at 1 January 2009 | 601 | ‐ | 24,031 | ‐ | ‐ | ‐ | ‐ | ‐ | ‐ | ‐ | ‐ | ‐ | 24,632 |
| Balances at 31 December 2009 | 601 | ‐ | 24,031 | ‐ | ‐ | ‐ | ‐ | ‐ | ‐ | ‐ | ‐ | ‐ | 24,632 |
| Carrying amount: | |||||||||||||
| As at 31 December 2008 | |||||||||||||
| 28,862 | 140,914 | 3,223 | 71,546 | 74,979 | 283,286 | 494,301 | 2,668 | 79,272 | 20,726 | 62,890 | 14,339 | 1,277,008 | |
| As at 31 December 2009 | 26,403 | 128,446 | 3,223 | 71,546 | 73,035 | 282,168 | 586,320 | 2,578 | 97,115 | 19,069 | 49,952 | 12,397 | 1,352,251 |
Goodwill is subject to impairment tests annually and whenever there are indications of possible impairment.
The impairment tests are made based on the recoverable amounts of each of the corresponding business segments (Note 2.3.).
The transfers of the value of goodwill that occurred in the financial years ended 31 December 2009 and 2008 result from the conclusion of processes to allocate the purchase value of the net assets of acquired businesses, as part of business combination processes (Note 5).
For impairment test purposes, considering the financial statement structure adopted for management purposes, goodwill is distributed by groups of cash generating units corresponding to each operating segment (Note 7), due to the existence of synergies between the units of each segment.
The recoverable value of each group of cash-generating units is compared, in the tests performed, with the respective book value. An impairment loss is only recognised when the book value exceeds the higher of the value in use and transaction value. For the value in use, the future cash flows after taxes are discounted based on the weighted average cost of capital (WACC), after taxes, adjusted for the specific risks of each market. For the transaction value, multiples based on business indicators (mainly EBITDA and production capacity), are compared with those calculated for the cash-generating units undergoing these tests.
The cash flow projections are based on the medium and long term business plans approved by the Board of Directors, plus perpetuity.
| 2009 | 2008 | ||||||
|---|---|---|---|---|---|---|---|
| Segments | Currency | Goodwill (a) | Discount rate (b) |
Long term rate (c) |
Goodwill (a) | Discount rate (b) |
Long term rate (c) |
| Portugal | EUR | 26,403 | 6.3% | 1.4% | 28,862 | 7.0% | 1.4% |
| Spain | EUR | 128,446 | 6.2% | 1.4% | 140,914 | 6.7% | 1.5% |
| Morocco | MAD | 3,223 | 7.7% | 3.2% | 3,223 | 8.3% | 2.1% |
| Tunisia | TND | 71,546 | 7.1% | 3.4% | 71,546 | 7.7% | 1.9% |
| Egypt | EGP | 73,035 | 8.0% | 6.4% | 74,979 | 8.8% | 5.5% |
| Turkey | TRY | 282,168 | 8.4% | 4.9% | 283,286 | 10.4% | 3.9% |
| Brazil | BRL | 586,320 | 7.2% | 4.1% | 494,301 | 8.0% | 3.3% |
| Mozambique | MZM | 2,578 | 10.0% | 7.0% | 2,668 | 10.5% | 5.0% |
| South Africa | ZAR | 97,115 | 6.7% | 5.0% | 79,272 | 7.4% | 4.4% |
| China | CNY | 19,069 | 6.6% | 3.5% | 20,726 | 7.4% | 3.7% |
| India | INR | 49,952 | 7.2% | 5.0% | 62,890 | 8.7% | 4.7% |
| Other | - | 12,397 | 10.2% | 2.0% | 14,339 | 8,0% ‐ 10,6% | 1,1% ‐ 2,0% |
| 1,352,251 | 1,277,008 |
The main assumptions used to determine the value for use of goodwill were as follows:
(a) In thousand of euros
(b) In euros
(c) In local currency
The Group examined the impact that a change of 50 basis points in discount rates or in long-term growth rates would have on the recoverable value of the assets of each business area and, apart from the Turkey business area, where such a change would result in an excessive book value compared to the recoverable amount, as shown below, no other situations were identified:
| Sensitivity analysis of recoverable value from such rates | ||||||
|---|---|---|---|---|---|---|
| Discont rate | Long term rate | |||||
| + 50 b.p. | - 50 b.p. | + 50 b.p. | - 50 b.p. | |||
| Recoverable value of assets of B.A. Turkey (millions of euros) |
(50) | 63 | 48 | (39) |
The changes in intangible assets and corresponding accumulated amortisation and impairment losses in the years ended 31 December 2009 and 2008 were as follows:
| Industrial | Intangible | ||
|---|---|---|---|
| property and | assets | ||
| other rights | in progress | Total | |
| Gross assets: | |||
| Balances at 1 January 2008 | 27,796 | 84 | 27,880 |
| Changes in the consolidation perimeter | 22,839 | 176 | 23,016 |
| Currency translation adjustments | (2,466) | 1 | (2,466) |
| Additions | 10,175 | 69 | 10,244 |
| Write-offs, sales and transfers | (89) | ‐ | (89) |
| Balances at 1 January 2009 | 58,255 | 330 | 58,585 |
| Changes in the consolidation perimeter (Note 5) | (3) | ‐ | (3) |
| Currency translation adjustments | 769 | (7) | 761 |
| Additions | 18,315 | 407 | 18,722 |
| Sales | (4) | ‐ | (4) |
| Write-offs | (97) | (4) | (100) |
| Transfers | 16,403 | ‐ | 16,403 |
| Balance at 31 December 2009 | 93,639 | 726 | 94,364 |
| Accumulated amortisation and | |||
| impairment losses: | |||
| Balances at 1 January 2008 | 14,578 | ‐ | 14,578 |
| Changes in the consolidation perimeter | 28 | ‐ | 28 |
| Currency translation adjustments | (2,079) | ‐ | (2,079) |
| Increases | 3,506 | ‐ | 3,506 |
| Write-offs and transfers | 22 | ‐ | 22 |
| Balances at 1 January 2009 | 16,055 | ‐ | 16,055 |
| Changes in the consolidation perimeter (Note 5) | (2) | ‐ | (2) |
| Currency translation adjustments | 729 | ‐ | 729 |
| Increases | 7,760 | ‐ | 7,760 |
| Write-offs | (96) | ‐ | (96) |
| Transfers | 274 | ‐ | 274 |
| Balance at 31 December 2009 | 24,719 | ‐ | 24,719 |
| Carrying amount: | |||
| As at 31 December 2008 | 42,201 | 330 | 42,530 |
| As at 31 December 2009 | 68,920 | 726 | 69,645 |
The "Industrial property and other rights" caption mainly includes contractual rights, land surface rights and licences, including the use of software.
Transfers essentially result from the attributing of fair values to assets acquired in business combination processes (Note 5 and 16).
The changes in tangible assets and corresponding depreciation in the years ended 31 December 2009 and 2008 were as follows:
| Buildings and other |
Basic | Transportation | Administrative | Tools and | Other tangible | Tangible assets in |
Advance to suppliers of |
|||
|---|---|---|---|---|---|---|---|---|---|---|
| Land | constructions | equipment | equipment | equipment | dies | assets | progress | tangible assets | Total | |
| Gross assets: | ||||||||||
| Balances at 1 January 2008 | 345,125 | 713,032 | 2,934,234 | 108,550 | 59,063 | 9,260 | 11,728 | 188,200 | 24,836 | 4,394,029 |
| Changes in the consolidation perimeter | 6,665 | 10,240 | 67,858 | 4,928 | 870 | 647 | (31) | 8,000 | 63,976 | 163,153 |
| Currency translation adjustments | (21,331) | (32,392) | (200,118) | (9,209) | (3,394) | 2 | 22 | (29,057) | (2,771) | (298,247) |
| Additions | 11,382 | 37,949 | 93,088 | 3,635 | 2,330 | 491 | 1,286 | 102,664 | 34,944 | 287,770 |
| Sales | (1,560) | (3,954) | (12,763) | (2,637) | (484) | (35) | (145) | (23) | (4,111) | (25,713) |
| Write-offs | (36) | (159) | (17,876) | (411) | (513) | (43) | (163) | (442) | (3) | (19,648) |
| Transfers | 9,414 | 19,838 | 58,113 | 2,292 | 1,138 | 1,959 | (1,603) | (83,369) | (229) | 7,552 |
| Balances at 1 January 2009 | 349,659 | 744,553 | 2,922,537 | 107,147 | 59,010 | 12,281 | 11,094 | 185,973 | 116,642 | 4,508,895 |
| Changes in the consolidation perimeter (Note 5) | (449) | (1,769) | (4,370) | 898 | (10) | ‐ | (62) | 24 | ‐ | (5,739) |
| Currency translation adjustments | 14,034 | 28,006 | 136,837 | 7,846 | 2,470 | 112 | (39) | 7,985 | 1,347 | 198,598 |
| Additions | 13,077 | 28,333 | 59,635 | 8,907 | 2,523 | 476 | 882 | 75,195 | 33,345 | 222,374 |
| Sales | (858) | (2,267) | (4,856) | (7,428) | (280) | (95) | (2) | (663) | ‐ | (16,447) |
| Write-offs | (11,529) | (1,113) | (810) | (2,542) | (2,548) | (21) | (427) | (1,100) | (12) | (20,103) |
| Transfers | 53,527 | 122,406 | 264,225 | 13,252 | 3,136 | 713 | 774 | (136,215) | (141,186) | 180,633 |
| Balances at 31 December 2009 | 417,462 | 918,148 | 3,373,198 | 128,081 | 64,300 | 13,465 | 12,221 | 131,199 | 10,136 | 5,068,211 |
| Accumulated depreciation and | ||||||||||
| impairment losses: | ||||||||||
| Balances at 1 January 2008 | 42,298 | 346,575 | 1,978,753 | 67,828 | 48,406 | 7,575 | 7,539 | ‐ | ‐ | 2,498,974 |
| Changes in the consolidation perimeter | 77 | 1,240 | 23,343 | 1,605 | 617 | 189 | (44) | ‐ | ‐ | 27,028 |
| Currency translation adjustments | (1,792) | (16,171) | (143,188) | (5,750) | (2,636) | 47 | 23 | ‐ | ‐ | (169,467) |
| Increases | 11,881 | 30,811 | 124,558 | 9,314 | 3,332 | 632 | 538 | ‐ | ‐ | 181,067 |
| Decreases | (1) | (1,672) | (11,272) | (2,445) | (263) | (35) | (185) | ‐ | ‐ | (15,873) |
| Write-offs | ‐ | (113) | (17,625) | (290) | (499) | (43) | (40) | ‐ | ‐ | (18,611) |
| Transfers | 525 | (463) | (2,442) | 53 | 727 | 1,108 | (1,655) | ‐ | ‐ | (2,147) |
| Balances at 1 January 2009 | 52,989 | 360,206 | 1,952,127 | 70,315 | 49,683 | 9,473 | 6,177 | ‐ | ‐ | 2,500,969 |
| Changes in the consolidation perimeter (Note 5) | ‐ | (26) | (702) | 270 | (5) | ‐ | (6) | ‐ | ‐ | (468) |
| Currency translation adjustments | 836 | 12,149 | 97,594 | 4,679 | 1,937 | 57 | (26) | ‐ | ‐ | 117,225 |
| Increases | 6,200 | 39,277 | 156,483 | 11,332 | 3,374 | 781 | 1,049 | ‐ | ‐ | 218,496 |
| Decreases | ‐ | (1,564) | (3,830) | (5,761) | (275) | (91) | (1) | ‐ | ‐ | (11,524) |
| Write-offs | (2,538) | (274) | (645) | (2,326) | (2,486) | (21) | (360) | ‐ | ‐ | (8,650) |
| Transfers | (5,408) | 20,130 | 100,023 | 7,360 | 1,700 | 541 | 44 | ‐ | ‐ | 124,389 |
| Balances at 31 December 2009 | 52,079 | 429,899 | 2,301,049 | 85,869 | 53,927 | 10,740 | 6,875 | ‐ | ‐ | 2,940,438 |
| Carrying amount: | ||||||||||
| As at 31 December 2008 | 296,671 | 384,346 | 970,410 | 36,832 | 9,327 | 2,808 | 4,917 | 185,973 | 116,642 | 2,007,926 |
| As at 31 December 2009 | 365,383 | 488,249 | 1,072,149 | 42,212 | 10,373 | 2,726 | 5,345 | 131,199 | 10,136 | 2,127,773 |
The value of the operating land was increased to reflect the estimated future cost of environmental recovery and rehabilitation of the land, which also increased liabilities.
The additions during the financial years ended on 31 December 2009 and 2008 include 4,536 thousand euros and 8,352 thousand euros, respectively, of financial costs related to loans contracted to finance the construction of qualifying assets.
In the year ended 31 December 2009, write-offs include the effect of updating the estimates of landscape recovery of quarries in the Brazil and Morocco business areas, amounting to 11,529 thousand euros. This included in the preceding financial year the sum of 17,150 thousand euros relative to the impact of the replacement of a kiln at a plant in Spain (Symca), due to the equipment becoming obsolete as the result of the investment made.
The transfers made in the year ended 31 December 2009 include the effect of the conclusion of the processes to attribute the purchase value of business activities (Note 5 and 16).
Tangible assets in progress in the year ended 31 December 2009 include the construction and improvement of installations and equipment of the cement sector of several production units, essentially in the Turkey, Brazil, Portugal, Spain and China business areas.
The changes in investments in associates in the years ended 31 December 2009 and 2008 were as follows:
| Investment | Goodwill | Total | |
|---|---|---|---|
| Balances at 1 January 2008 Changes in the consolidation perimeter Equity method effect: |
148,512 11,091 |
15,021 ‐ |
163,533 11,091 |
| On profit (Note 12) | (86,755) | ‐ | (86,755) |
| On shareholders' equity | (3,296) | ‐ | (3,296) |
| Dividends received | (1,175) | ‐ | (1,175) |
| Acquisitions and increases | 15,988 | ‐ | 15,988 |
| Sales and write-offs | (307) | ‐ | (307) |
| Transfers | ‐ | (1,416) | (1,416) |
| Balances at 1 January 2009 | 84,057 | 13,606 | 97,663 |
| Changes in the consolidation perimeter (Note 5) | 60 | 30 | 90 |
| Exchange translation adjustments | 4 | ‐ | 4 |
| Equity method effect: | |||
| On profit (Note 12) | 156 | ‐ | 156 |
| Dividends received | (666) | ‐ | (666) |
| Acquisitions and increases | 3,100 | ‐ | 3,100 |
| Transfers | (69,137) | (6,219) | (75,356) |
| Balances at 31 December 2009 | 17,575 | 7,416 | 24,992 |
In the year ended 31 December 2009, the transfers relate to the reclassification under IFRS 5 as non-current assets held for sale of the Group's shareholding in C+PA and Cementos Del Marquesado, SA (Note 21) and to the effect of attributing fair values to assets acquired by subsidiaries. In the preceding financial year, the results of associate companies included the Group's stake in the loss of C+PA and Arenor, in the amounts of 78.4 million of euros and 7.3 million of euros, respectively, which are negatively influenced by approximately 77 million of euros owing to the recognition of impairment losses on financial assets available for sale (shares of Banco Comercial Português, S.A.).
The breakdown of investment in associates at 31 December 2009 and 2008 is as follows:
| 2009 | 2008 | |
|---|---|---|
| Arenor, S.L. | 11,502 | 13,829 |
| Cementos Antequera, S.A. | 9,762 | 9,535 |
| Setefrete, SGPS, S.A. | 3,592 | 3,665 |
| C + P.A. – Cimento e Produtos Associados, S.A. | ‐ | 58,634 |
| Cementos del Marquesado, S.A. | ‐ | 11,076 |
| Sogesso - Sociedade de Gessos de Soure, S.A. | ‐ | 909 |
| Companhia de Mineração Candiota | 19 | 15 |
| Agueiro, S.A. | 90 | ‐ |
| Hormigones Miranda Celanova, S.A. | 26 | ‐ |
| 24,992 | 97,663 |
Financial information on associates as of 31 December 2009 and 2008 is as follows:
| 2009 | 2008 | |
|---|---|---|
| Total assets Total liabilities Total shareholders' equity |
135,421 (62,086) 73,335 |
391,806 (152,239) 239,567 |
| Group's share of shareholders' equity | 24,992 | 97,663 |
| Sales and services rendered | 43,136 | 42,065 |
| Net profit for the year | (69) | (189,758) |
| Group's share of net profit for the year | 156 | (86,755) |
The changes in ''Other investments'' in the years ended 31 December 2009 and 2008 were as follows:
| Available-for-sale financial | Financial assets at | Held to maturity | ||||
|---|---|---|---|---|---|---|
| assets Cost |
Fair value | fair-value through profit and loss |
financial assets | Total | ||
| Gross investment: | ||||||
| Balances at 1 January 2008 | 14,804 | 9,754 | ‐ | 149,669 | 174,227 | |
| Changes in the consolidation perimeter | 298 | ‐ | 106 | ‐ | 404 | |
| Currency translation adjustments | (353) | 30 | (9) | (29,869) | (30,200) | |
| Revaluation/adjustments | ‐ | 499 | (1,091) | ‐ | (592) | |
| Increases | 314 | 2,195 | 4,022 | ‐ | 6,531 | |
| Transfers | (2,806) | ‐ | ‐ | ‐ | (2,806) | |
| Sales | (1,872) | (8,382) | ‐ | ‐ | (10,254) | |
| Write-offs | (34) | ‐ | ‐ | ‐ | (34) | |
| Balances at 1 January 2009 | 10,352 | 4,096 | 3,029 | 119,801 | 137,277 | |
| Currency translation adjustments | 128 | ‐ | (1) | 14,476 | 14,602 | |
| Revaluation/adjustments | ‐ | (227) | 1,135 | ‐ | 908 | |
| Increases | 257 | ‐ | ‐ | 124 | 380 | |
| Transfers | (87) | ‐ | (97) | 97 | (87) | |
| Sales | (2,227) | ‐ | ‐ | (134,273) | (136,501) | |
| Balances at 31 December 2009 | 8,422 | 3,869 | 4,066 | 224 | 16,580 | |
| Impairment losses: | ||||||
| Balances at 1 January 2008 | 9,914 | ‐ | ‐ | ‐ | 9,914 | |
| Currency translation adjustments | (35) | ‐ | ‐ | ‐ | (35) | |
| Transfers | (2,695) | ‐ | ‐ | ‐ | (2,695) | |
| Sales | (1,301) | ‐ | ‐ | ‐ | (1,301) | |
| Balances at 1 January 2009 | 5,882 | ‐ | ‐ | ‐ | 5,882 | |
| Increases | 759 | ‐ | ‐ | ‐ | 759 | |
| Balances at 31 December 2009 | 6,642 | ‐ | ‐ | ‐ | 6,642 | |
| Carrying amount: | ||||||
| As at 31 December 2008 | 4,470 | 4,096 | 3,029 | 119,801 | 131,395 | |
| As at 31 December 2009 | 1,780 | 3,869 | 4,066 | 224 | 9,939 |
In this caption are included: (i) the available-for-sale financial assets, measured at fair value, both at acquisition cost, when there's no market price quoted in an active market and which value cannot be measured in a reliable way, adjusted to the estimated impairment losses; (ii) financial assets at fair value through profit and loss, constituted, essentially, by a portfolio of investment funds, and (iii) financial assets held to maturity.
In 2009, the Group sold the debt instrument classified under financial assets held to maturity issued by the Republic of Austria maturing in 2011, having been recognized under the item ''Investment income - Losses on investment'', totalling a loss of 8,370 thousand euros (Note 12).
In the year ended 31 December 2008, the Group sold the investment in Misr Cement (Qena), S.A.E. measured by 8,382 thousand euros. Additionally, the accumulated amount in reserves was transferred to profit and loss, totalising a profit of 2,086 thousand euros (Note 12).
Non-current assets held for sale at 31 December 2009, correspond to the Group's shares in C+PA and in Cementos Del Marquesado SA, amounting to 47,200 thousand euros and 11,056 thousand euros, respectively. These values are expected to be recovered through their sales, and arrangements are in progress in that regard.
Since the value resulting from an independent evaluation of C+PA is lower than its carrying amount in accordance with IFRS 5, it was measured by its fair value less estimated sales costs, which resulted in the reporting of a loss of 4,249 thousand euros under "Investment incomes - Losses on investments'' (Note 12).
This caption at 31 December 2009 and 2008 was made up as follows:
| 2009 | 2008 | ||||
|---|---|---|---|---|---|
| Current | Non-current | Current | Non-current | ||
| Participated and participating companies | 1,214 | 1,475 | 622 | 875 | |
| Other shareholders | 784 | 385 | 843 | 389 | |
| Advances to suppliers or fixed assets | 128 | ‐ | 32 | ‐ | |
| Other debtors | 29,013 | 10,684 | 30,169 | 10,299 | |
| 31,139 | 12,544 | 31,666 | 11,563 | ||
| Accumulated impairments | (2,284) | (672) | (2,034) | (680) | |
| 28,855 | 11,871 | 29,633 | 10,883 |
Other debtors include the accounts receivable through the disposals of tangible fixed assets and accounts receivable resulting from supplementary income (Note 8).
In the years ended 31 December 2009 and 2008, those accounts receivable ageing were as follow:
| 2009 | 2008 | |||
|---|---|---|---|---|
| Current | Non-current | Non-current | ||
| Undue balances | 25,659 | 11,685 | 26,420 | 10,916 |
| Due balances: | ||||
| Up to 180 days | 1,988 | ‐ | 2,055 | ‐ |
| From 180 to 360 days | 272 | ‐ | 127 | ‐ |
| More than 360 days | 3,219 | 859 | 3,063 | 647 |
| 31,139 | 12,544 | 31,666 | 11,563 |
In the years ended 31 December 2009 and 2008 the changes in this caption were as follows:
| Balances at 1 January 2008 | 4,154 |
|---|---|
| Changes in the consolidation perimeter | 38 |
| Currency translation adjustments | 289 |
| Increases | 886 |
| Decreases | (2,599) |
| Utilisation | (53) |
| Balances at 1 January 2009 | 2,714 |
| Currency translation adjustments | (49) |
| Increases | 127 |
| Decreases | (55) |
| Utilisation | (124) |
| Transfers | 343 |
| Balances at 31 December 2009 | 2,956 |
Increases and decreases in these impairments are recognized in the consolidated statement of comprehensive income in captions 'Other operating expenses' and 'Other operating income', respectively.
Taxes recoverable and taxes payable at 31 December 2009 and 2008 were made up as follows:
| 2009 | 2007 | |||
|---|---|---|---|---|
| Current | Non-current | Current | Non-current | |
| Taxes recoverable: | ||||
| Corporate income tax | 14,376 | ‐ | 7,504 | ‐ |
| Personal income tax | 6,010 | ‐ | 4,365 | ‐ |
| Value added tax | 30,148 | 6,826 | 28,802 | ‐ |
| Social security contributions | 3 | ‐ | ‐ | ‐ |
| Other | 2,123 | 21,207 | 2,678 | 16,349 |
| 52,660 | 28,033 | 43,349 | 16,349 |
| 2009 | 2007 | |||
|---|---|---|---|---|
| Current | Non-current | Current | Non-current | |
| Taxes payable: | ||||
| Corporate income tax | 6,825 | ‐ | 14,513 | ‐ |
| Personal income tax | 4,216 | ‐ | 3,846 | ‐ |
| Value added tax | 15,131 | 984 | 13,971 | 1,499 |
| Social security contributions | 4,909 | ‐ | 4,530 | ‐ |
| Other | 6,015 | ‐ | 4,275 | ‐ |
| 37,096 | 984 | 41,135 | 1,499 |
In the years ended 31 December 2009 and 2008, non-current recoverable taxes in the caption 'Other', include a judicial deposit in the amount of 15,984 thousand euros and 15,620 thousand euros, respectively, made by a subsidiary in the Brazil business area, due to a judicial divergence in relation with the relevant applicable tax rate. To address this dispute the Group has established a liability under Provisions for other contingencies corresponding to the amount of the referred deposit, though it is not foreseen that the settlement of this situation will result in negative equity impacts.
Other current and non-current assets at 31 December 2009 and 2008 were made up as follows:
| 2009 | 2008 | |||
|---|---|---|---|---|
| Current | Non-current | Non-current | ||
| Accrued interest | 1,029 | ‐ | 1,360 | ‐ |
| Derivative financial instruments (Note 39) | 19,349 | 10,266 | 4,492 | 16,527 |
| Leases (a) | 1,409 | 21,462 | 1,227 | 16,987 |
| Employee benefits (Note 34) | 58 | ‐ | 227 | ‐ |
| Insurances | 373 | ‐ | 591 | ‐ |
| Other deferred costs and accrued income | 3,694 | 460 | 2,855 | 361 |
| 25,912 | 32,188 | 10,751 | 33,874 |
(a) Includes a contract of lease of land for aggregate extraction and the respective exploitation right.
The changes in deferred taxes in the years ended 31 December 2009 and 2008 were as follows:
| Tax losses | Provisions for risks |
Available for-sale |
|||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Intangible | Tangible | carried | and | Doubtful | financial | ||||||
| Deferred tax assets: | assets | Goodwill | assets | forward | charges | accounts | Inventories | Investments | assets | Other | Total |
| Balances at 1 January 2008 Changes in the consolidation perimeter |
1,215 ‐ |
49,021 ‐ |
14,003 (12) |
9,798 7,239 |
20,929 1,482 |
2,185 191 |
2,187 ‐ |
856 ‐ |
‐ ‐ |
22,990 ‐ |
123,185 8,899 |
| Currency translation adjustments | (77) | (8,315) | (1,591) | (2,445) | (2,756) | (77) | 21 | (5) | ‐ | (1,744) | (16,989) |
| Income tax (Note 13) | (609) | (8,479) | (3,032) | 3,256 | (333) | (698) | (642) | (78) | ‐ | (1,128) | (11,742) |
| Shareholders' equity (Note 13) | ‐ | ‐ | ‐ | ‐ | 1,240 | ‐ | ‐ | ‐ | ‐ | (1,406) | (165) |
| Transfers | 1 | ‐ | ‐ | (137) | ‐ | (11) | ‐ | ‐ | ‐ | (1) | (148) |
| Balances at 1 January 2009 | 530 | 32,226 | 9,368 | 17,711 | 20,563 | 1,590 | 1,567 | 774 | ‐ | 18,711 | 103,039 |
| Changes in the consolidation perimeter (Note 5) | ‐ | ‐ | ‐ | (84) | ‐ | ‐ | ‐ | ‐ | ‐ | ‐ | (84) |
| Currency translation adjustments | 75 | 8,540 | 1,659 | 848 | 2,788 | (46) | (56) | 4 | ‐ | 738 | 14,548 |
| Income tax (Note 13) | (110) | (7,857) | 753 | 7,441 | 4,151 | 46 | 349 | 37 | ‐ | (14,882) | (10,071) |
| Shareholders' equity (Note 13) | ‐ | ‐ | ‐ | (55) | 1,537 | ‐ | ‐ | ‐ | ‐ | (2,232) | (750) |
| Transfers | ‐ | ‐ | 70 | 561 | (16) | ‐ | 9 | ‐ | ‐ | ‐ | 624 |
| Balances at 31 December 2009 | 495 | 32,909 | 11,850 | 26,421 | 29,023 | 1,589 | 1,868 | 815 | ‐ | 2,335 | 107,305 |
| Provisions | Available | ||||||||||
| Intangible | Tangible | Tax losses carried |
for risks and |
Doubtful | for-sale financial |
||||||
| assets | Goodwill | assets | forward | charges | accounts | Inventories | Investments | assets | Other | Total | |
| Deferred tax liabilities: | |||||||||||
| Balances at 1 January 2008 | 134 | 39,100 | 136,242 | ‐ | 4,199 | ‐ | ‐ | 11,539 | 13 | 7,022 | 198,249 |
| Changes in the consolidation perimeter | 7,892 | ‐ | 4,286 | ‐ | ‐ | ‐ | ‐ | ‐ | ‐ | ‐ | 12,178 |
| Currency translation adjustments | (12) | (3,041) | (7,174) | ‐ | (9) | ‐ | ‐ | ‐ | ‐ | (1,790) | (12,026) |
| Income tax (Note 13) | (137) | 2,586 | (3,228) | ‐ | 262 | ‐ | ‐ | (11,539) | ‐ | 2,577 | (9,479) |
| Shareholders' equity (Note 13) | ‐ | ‐ | ‐ | ‐ | (28) | ‐ | ‐ | ‐ | 93 | ‐ | 65 |
| Transfers | ‐ | ‐ | 8,400 | ‐ | ‐ | ‐ | ‐ | ‐ | ‐ | ‐ | 8,400 |
| Balances at 1 January 2009 | 7,878 | 38,646 | 138,525 | ‐ | 4,423 | ‐ | ‐ | ‐ | 106 | 7,809 | 197,388 |
| Currency translation adjustments | (86) | 3,894 | 370 | ‐ | 367 | ‐ | ‐ | ‐ | ‐ | 1,972 | 6,517 |
| Income tax (Note 13) | (244) | 2,903 | (5,251) | ‐ | 6,155 | ‐ | ‐ | 4,292 | ‐ | (318) | 7,536 |
| Shareholders' equity (Note 13) | ‐ | ‐ | ‐ | ‐ | (27) | ‐ | ‐ | ‐ | (60) | ‐ | (87) |
| Transfers | 351 | ‐ | 22,044 | ‐ | ‐ | ‐ | ‐ | ‐ | ‐ | 104 | 22,499 |
| Balances at 31 December 2009 | 7,899 | 45,443 | 155,688 | ‐ | 10,918 | ‐ | ‐ | ‐ | 46 | 9,567 | 233,853 |
| Carrying amount: As at 31 December 2008 |
(7,348) | (6,420) | (129,157) | 17,711 | 16,139 | 1,590 | 1,567 | 774 | (106) | 10,902 | (94,348) |
The deferred tax assets are recorded directly on shareholders' equity when the situations that have originated them have similar impact, namely:
Temporary differences originating deferred taxes are influenced by the allocation of fair values, without tax relevance, to assets and liabilities acquired in business combination processes, with significant impact on tangible assets and, for most types, differences in valuation and the accounting policies between the accounting basis of assets and liabilities of the Group companies and the corresponding tax base.
At 31 December 2009 the Group had tax losses carried forward of 96,621 thousand euros (2008: 86,688 thousand euros) for deduction from future tax profits; deferred tax asset of 26,421 thousand euros was recognised (2008: 17,711 thousand euros). Deferred tax assets of 6,281 thousand euros (2008: 26,816 thousand euros) have not been recognised due to the uncertainty as to their recovery, of which 1,400 thousand euros (2008: 21,203 thousand euros) expire in 2010.
Deferred tax assets were recognized as it is probable that future taxable profits will occur, which could be used to recover fiscal losses and temporary differences. This evaluation was performed in accordance with the company's business plans, periodically reviewed and actualized.
Inventories at 31 December 2009 and 2008 were made up as follows:
| 2009 | 2008 | |
|---|---|---|
| Raw, subsidiary and consumable materials | 214,240 | 227,136 |
| Work in process | 57,199 | 56,155 |
| Finished and semi-finished products | 23,658 | 35,754 |
| Merchandise | 8,170 | 10,369 |
| Advances on purchases | 912 | 7,364 |
| 304,179 | 336,778 | |
| Accumulated impairments | (9,879) | (8,929) |
| 294,300 | 327,849 |
The changes in inventories adjustments in the years ended 31 December 2009 and 2008 were as follows:
| Balances at 1 January 2008 | 10,886 |
|---|---|
| Currency translation adjustments | (218) |
| Increases (Note 11) | 699 |
| Decreases (Note 8) | (2,339) |
| Utilisation | (99) |
| Balances at 1 January 2009 | 8,929 |
| Currency translation adjustments | 62 |
| Increases (Note 11) | 1,204 |
| Decreases (Note 8) | (163) |
| Utilisation | (154) |
| Balances at 31 December 2009 | 9,879 |
Increases and decreases in these impairments are recognized in the consolidated statement of comprehensive income in captions 'Other operating expenses' and 'Other operating income', respectively.
This caption at 31 December 2009 and 2008 was made up as follows:
| 2009 | 2008 | |
|---|---|---|
| Trade receivables | 206,963 | 250,809 |
| Notes receivable - trade | 47,146 | 51,737 |
| Doubtful trade accounts receivable | 72,780 | 63,598 |
| Advances to suppliers | 6,742 | 7,253 |
| 333,631 | 373,397 | |
| Acummulated impairments | (69,429) | (59,954) |
| 264,202 | 313,443 |
During the years ended 31 December 2009 and 2008, the changes in this caption were made up as follows:
| Balances at 1 January 2008 | 61,599 |
|---|---|
| Changes in the consolidation perimeter | 879 |
| Currency translation adjustments | (1,451) |
| Increases (Note 11) | 9,330 |
| Decreases | (5,076) |
| Utilisation | (5,327) |
| Balances at 1 January 2009 | 59,954 |
| Changes in the consolidation perimeter | 185 |
| Currency translation adjustments | 206 |
| Increases (Note 11) | 13,065 |
| Decreases (Note 8) | (4,253) |
| Utilisation | (2,121) |
| Transfers | 2,393 |
| Balances at 31 December 2009 | 69,429 |
Increases and decreases in these impairments are recognized in the consolidated statement of comprehensive income in captions 'Other operating expenses' and 'Other operating income', respectively.
In the years ended 31 December 2009 and 2008, the ageing of this caption, was as follows:
| 2009 | 2008 | |
|---|---|---|
| Undue balances | 189,085 | 245,972 |
| Due balances: | ||
| Up to 180 days | 65,788 | 77,557 |
| From 180 to 360 days | 7,430 | 3,777 |
| More than 360 days | 71,328 | 46,090 |
| 333,631 | 373,397 |
The book value of the accounts receivable is close to its fair value.
The Group does not have a significant concentration of credit risk, as the risk is spread over a broad range of trade and other debtors. The recognized adjustments represent the estimated loss on the accounts receivable, as a result of the credit risk analysis, after deducting the amounts covered by credit insurance and other warranties.
The Company's fully subscribed and paid up capital at 31 December 2009 consisted of 672,000,000 privatized shares, listed on Euronext Lisbon market, with a nominal value of one euro each.
The official qualifying shareholders are disclosed in appendix.
Commercial legislation relating to treasury shares requires that a free reserve in an amount equal to the cost of treasury shares be frozen while the shares are not sold. In addition, the applicable accounting rules require that gains and losses on the sale of treasury shares be recorded in reserves.
At 31 December 2009 and 2008 Cimpor had 7,974,587 and 8,476,832 treasury shares, respectively.
The changes in treasury shares in the years ended 31 December 2009 and 2008 were as follows:
| Quantity | Value | |
|---|---|---|
| Balances at 1 January 2008 | 4,002,209 | (19,927) |
| Treasury shares sale | (1,168,620) | 3,872 |
| Treasury shares buy | 5,643,243 | (25,586) |
| Balances at 1 January 2009 | 8,476,832 | (41,640) |
| Treasury shares sale | (502,245) | 1,735 |
| Balances at 31 December 2009 | 7,974,587 | (39,905) |
Exchange translation adjustments result from the translation to euro of the foreign currency financial statements of subsidiaries included in the consolidation. In addition, this caption includes the effect of derivative financial instruments contracted to hedge investments in foreign entities (Note 39), to the extent that they comply with the criteria defined in IAS 39, as regards formalization and efficiency of the hedge.
The changes in this caption in the years ended 31 December 2009 and 2008 were as follows:
| Balances at 1 January 2008 | 183,834 |
|---|---|
| Currency translation adjustments | (333,541) |
| Balances at 1 January 2009 | (149,706) |
| Currency translation adjustments | 208,293 |
| Balances at 31 December 2009 | 58,587 |
No derivative instruments for the purpose of hedging investment in foreign entities were contracted in the financial years ended on 31 December 2009 and 2008.
The changes in these captions in the year ended 31 December 2009 and 2008 were as follows:
| Fair | |||||
|---|---|---|---|---|---|
| Legal | Free | value | Hedging | ||
| reserve | reserves | reserve | operations | Total | |
| Balances at 1 January 2008 | 106,900 | 171,695 | 2,098 | (8,742) | 271,950 |
| Appropriation of consolidated profit | 12,565 | ‐ | ‐ | ‐ | 12,565 |
| Purchase/(Sale) of treasury shares | ‐ | 722 | ‐ | ‐ | 722 |
| Share purchase options (Note 35) | ‐ | 2,453 | ‐ | ‐ | 2,453 |
| Actuarial gain and loss on employee benefit plans (Note 34) | ‐ | (2,811) | ‐ | ‐ | (2,811) |
| Adjustments in equity investments in associates | ‐ | (3,296) | ‐ | ‐ | (3,296) |
| Changes in fair value of hedging financial instruments | ‐ | ‐ | ‐ | 3,265 | 3,265 |
| Changes in fair value of available-for-sale investments | ‐ | ‐ | (1,736) | ‐ | (1,736) |
| Balances at 1 January 2009 | 119,465 | 168,762 | 362 | (5,477) | 283,112 |
| Appropriation of consolidated profit | 7,700 | ‐ | ‐ | ‐ | 7,700 |
| Sale of treasury shares | ‐ | (200) | ‐ | ‐ | (200) |
| Share purchase options (Note 35) | ‐ | (2,291) | ‐ | ‐ | (2,291) |
| Actuarial gain and loss on employee benefit plans (Note 34) | ‐ | (4,167) | ‐ | ‐ | (4,167) |
| Changes in fair value of hedging financial instruments | ‐ | ‐ | ‐ | 3,469 | 3,469 |
| Changes in fair value of available-for-sale investments | ‐ | ‐ | (167) | ‐ | (167) |
| Balances at 31 December 2009 | 127,165 | 162,104 | 195 | (2,009) | 287,456 |
Commercial legislation establishes that at least 5% of annual net profit must be appropriated to a legal reserve until the reserve equals at least 20% of share capital. This reserve is not available for distribution except upon liquidation of the company, but can be used to absorb losses once the other reserves have been exhausted, or to increase capital.
The changes in retained earnings in the years ended 31 December 2009 and 2008 were as follows:
| Balances at 1 January 2008 | 384,470 |
|---|---|
| Appropriation of consolidated profit | 138,273 |
| Share purchase options (Note 35) | (450) |
| Actuarial gain and loss on employee benefit plans (Note 34) | (294) |
| Other | (141) |
| Balances at 1 January 2009 | 521,858 |
| Appropriation of consolidated profit | 88,964 |
| Share purchase options (Note 35) | 4,552 |
| Other | (34) |
| Balances at 31 December 2009 | 615,340 |
The changes in this caption in the years ended 31 December 2009 and 2008 were as follows:
| Balances at 1 January 2008 | 102,880 |
|---|---|
| Changes in the consolidation perimeter | 8,473 |
| Change resulting from currency translation | 2,785 |
| Dividends | (13,508) |
| Actuarial gain and loss on employee benefit plans (Note 34) | (62) |
| Increase in investments | (2,936) |
| Other changes | (776) |
| Net profit for the year attributable to minority interests | 13,865 |
| Balances at 1 January 2009 | 110,720 |
| Changes in the consolidation perimeter (Note 5) | 107 |
| Change resulting from currency translation | (5,329) |
| Dividends | (13,260) |
| Actuarial gain and loss on employee benefit plans (Note 34) | 75 |
| Fair value allocation in acquired subsidiaries (Note 5) | 5,181 |
| Increase in investments | (13,658) |
| Net profit for the year attributable to minority interests | 8,653 |
| Balances at 31 December 2009 | 92,488 |
The Group has defined benefit retirement pension plans and healthcare plans, for which the liability is determined annually based on actuarial valuations made by independent entities, the cost determined by these valuations being recognised in the year.
Most of the liability for the retirement benefit plans has been transferred to pension funds managed by specialised independent entities.
The valuations as of 31 December 2009 and 2008 were made using the ''Projected Unit Credit'' method and were based in the following assumptions and technical bases:
| 2009 | 2008 | |
|---|---|---|
| Actuarial technical rate (in local currency) | ||
| Portugal | 5,25 % and 5,50% | 6.00% |
| Spain | 5.00% | 5.00% |
| South Africa | 10.39% | 8.40% |
| India | 7.50% | 5.75% |
| Morocco | 5.11% | 5.55% |
| Annual pension growth rate | ||
| Portugal | 2.50% | 2.50% |
| Spain | 2.00% | 2.50% |
| Annual fund income rate | ||
| Portugal | 5,25 % and 5,50% | 6.00% |
| Spain | 5.00% | 5.90% |
| Annual salary growth rate | ||
| Portugal | 2,50% and 3,00% | 2.50% |
| Spain | 3.00% | 3.50% |
| India | 7.00% | 7.00% |
| Mortality tables | ||
| Portugal | TV88/90 | TV88/90 |
| Spain | PERMF 2000 | PERMF 2000 |
| South Africa | SA 85‐90 | SA 85‐90 |
| India | LIC | LIC |
| Morocco | TV 88/90 | TV 88/90 |
| Disability tables | ||
| Portugal | EKV 80 | EKV 80 |
| Nominal growth rate of medical costs | ||
| Portugal | ||
| Growth rate of medical costs | N/A | N/A |
| Medical inflation rate | 2.50% | 2.50% |
| Growth rate of medical costs by age | 1,5% till 60, | 1,5% till 60, |
| 2% between 60 and 85, | 2,5% between 60 and 85, | |
| ‐1,5% after 85 years old | ‐1,5% after 85 years old | |
| South Africa | 8.39% | 6.40% |
| Morocco | 3.00% | 3.00% |
The changes to actuarial assumptions are justified by changes in market conditions. The discount rates of the liabilities were estimated based on long-term rates of return of highly rated bonds and with maturities similar to those liabilities. The salary growth rates were determined in accordance with the wage policy of the Group for the indicated segments.
In accordance with the actuarial valuations the pension and healthcare benefits costs for the years ended 31 December 2009 and 2008 were as follows:
| Pension plans | |||
|---|---|---|---|
| 2009 | 2008 | ||
| Current service cost | 912 | 1,069 | |
| Interest cost | 4,242 | 3,918 | |
| Curtailments / settlements / constitutions | ‐ | (2,601) | |
| Expected return of the plans' assets | (4,021) | (3,531) | |
| Total cost/(income) of the pension plans | (I) | 1,134 | (1,146) |
| Healthcare plans | |||
| 2009 | 2008 | ||
| Current service cost | 257 | 435 | |
| Interest cost | 1,022 | 812 | |
| Curtailments / settlements / constitutions | ‐ | 2,042 | |
| Total cost/(income) of the healthcare plans | (II) | 1,279 | 3,289 |
| Total cost/(income) of the defined benefit plans (Notes 10 and 36) | (I) + (II) | 2,412 | 2,144 |
The changes in the amount of the defined benefit plans and fund assets in the years ended 31 December 2009 and 2008 were as follows:
| Pension plans | Healthcare plans | Total | |||||
|---|---|---|---|---|---|---|---|
| 2009 | 2008 | 2009 | 2008 | 2009 | 2008 | ||
| Defined benefit liability - 1 January | 73,181 | 81,645 | 17,726 | 16,096 | 90,907 | 97,741 | |
| Changes in the consolidation perimeter | ‐ | 1,203 | ‐ | ‐ | ‐ | 1,203 | |
| Benefiits and bonuses paid | (5,465) | (5,944) | (1,384) | (782) | (6,850) | (6,726) | |
| Current service cost | 912 | 1,069 | 257 | 435 | 1,169 | 1,504 | |
| Curtailments / settlements / constitutions (a) | ‐ | (2,601) | ‐ | 2,042 | ‐ | (559) | |
| Interest cost | 4,242 | 3,918 | 1,022 | 812 | 5,264 | 4,730 | |
| Actuarial gains and losses | 6,541 | (5,999) | 1,524 | (636) | 8,065 | (6,635) | |
| Exchange differences | (49) ‐ |
(109) ‐ |
157 ‐ |
(241) ‐ |
108 ‐ |
(350) ‐ |
|
| Defined benefit liability - 31 December | 79,363 | 73,181 | 19,301 | 17,726 | 98,664 | 90,907 | |
| Value of the pension funds - 1 January | 69,807 | 79,300 | ‐ | ‐ | 69,807 | 79,300 | |
| Changes in the consolidation perimeter | ‐ | 940 | ‐ | ‐ | ‐ | 940 | |
| Transfers | ‐ | (874) | ‐ | ‐ | ‐ | (874) | |
| Contributions | 3,518 | 3,899 | ‐ | ‐ | 3,518 | 3,899 | |
| Benefits and bonuses paid | (5,465) | (5,952) | ‐ | ‐ | (5,465) | (5,952) | |
| Expected income of the funds' assets | 4,021 | 3,531 | ‐ | ‐ | 4,021 | 3,531 | |
| Actuarial gain in income from the funds' assets | 2,327 | (11,036) | ‐ | ‐ | 2,327 | (11,036) | |
| Exchange differences | (21) | ‐ | ‐ | ‐ | (21) | ‐ | |
| Value of the pension funds - 31 December | 74,186 | 69,807 | ‐ | ‐ | 74,186 | 69,807 |
(a) Refers to changes on long term benefits structures, which affect actuarial valuations of future responsibilities, for past services.
From the date of transition to IFRS, the Group applied the new provisions of IAS 19 - Employee benefits, recognising actuarial gains and losses directly in the specific item of equity. The movements of net actuarial gains and losses during the years ended 31 December 2009 and 2008 were as follows:
| 2009 | 2008 | |
|---|---|---|
| Balances at 1 January | (13,505) | (10,694) |
| Changes during the year: | ||
| Related to the liabilities | (8,065) | 6,635 |
| Related to the funds | 2,327 | (11,036) |
| Corresponding deffered tax | 1,496 | 1,652 |
| Minorities (Note 33) | 75 | (62) |
| Balances at 31 December | (17,672) | (13,505) |
In addition, actuarial gains and losses include the following experience adjustments:
| 2009 | 2008 | |
|---|---|---|
| Related to the liability | (1,141) | (2,257) |
| Related to the funds assets | 2,327 | (11,036) |
The difference between the present value of the benefit plan liability and the market value of the funds' assets for the last five years ended 31 December was as follows:
| Pension plans | 2009 | 2008 | 2007 | 2006 | 2005 |
|---|---|---|---|---|---|
| Liability | 79,363 | 73,181 | 81,645 | 88,592 | 91,598 |
| Value of the pension funds | (74,186) | (69,807) | (79,300) | (81,781) | (79,646) |
| Deficit | 5,177 | 3,374 | 2,345 | 6,812 | 11,952 |
| Liability for employee benefits: | |||||
| Current liability Non-current liability |
3,168 2,067 |
3,847 (246) |
1,220 1,773 |
2,324 5,006 |
5,288 6,663 |
| Fund surplus (Note 24) | 5,235 (58) |
3,601 (227) |
2,993 (647) |
7,330 (519) |
11,952 ‐ |
| Total exposure | 5,177 | 3,374 | 2,345 | 6,812 | 11,952 |
| Healthcare plans | 2009 | 2008 | 2007 | 2006 | 2005 |
| Liability for employee benefits: | |||||
| Current liability Non-current liability |
1,384 17,917 |
838 16,888 |
841 15,255 |
967 19,866 |
739 20,714 |
| Total exposure | 19,301 | 17,726 | 16,096 | 20,833 | 21,452 |
The Group has not established funds for the health plans. The main assets of the funds at 31 December 2009 and 2008 are as follows:
| 2009 | 2008 | |
|---|---|---|
| Shares | 20.4% | 15.8% |
| Fixed rate bonds | 42.7% | 42.4% |
| Variable rate bonds | 21.5% | 19.8% |
| Real estate investment funds, hedge funds, cash and insurance | 15.5% | 22.1% |
| 100.0% | 100.0% |
In the years ended 31 December 2009 and 2008 the Group incurred on costs of 1,939 thousand euros and 1,672 thousand euros, respectively, with defined contribution plans (Note 10).
A Share Purchase Plan for Employees and a Cimpor Share Purchase Option Plan were approved by the Shareholders' General Meeting held on 13 May 2009.
The Board of Directors of Cimpor -- Cimentos de Portugal, SGPS, S.A. decides on who is to be a beneficiary of the Share Purchase Plan for Employees, except for members of the Board, in their case the decision is made by the Remuneration Determination Commission.
The beneficiaries have the right to purchase shares at a price equal to seventy-five percent of the closing price on the transaction day, up to an overall amount not exceeding half of their gross monthly remuneration.
The bodies referred to above also decide on who is to be a beneficiary of the Cimpor Share Purchase Option Plan, being granted the right to purchase Cimpor shares (initial options) at a price not less than seventy-five percent of the average closing listed prices on the sixty Stock Exchange sessions immediately preceding that date. For each option exercised the beneficiary is given the option to acquire one share in each of the following three years (derived options) at the same price.
The options exercised and shares purchased in the years ended 31 December 2009 and 2008 under these incentive plans, as well as the derived options exercised under the earlier plans were as follows:
| 2009 | 2008 | |||||
|---|---|---|---|---|---|---|
| PLAN | Nº of exercised shares (Note 29) |
Unit price | Date | Nº of exercised shares (Note 29) |
Unit price | Date |
| Share purchase options - derived options: | ||||||
| - Series 2005 | ‐ | ‐ | ‐ | 276,700 | 3.30 | 17 March |
| - Series 2006 | ‐ | ‐ | ‐ | 240,440 | 4.05 | 17 March |
| - Series 2007 | ‐ | ‐ | ‐ | 229,610 | 4.90 | 17 and 28 March |
| - Series 2008 | ‐ | ‐ | ‐ | ‐ | ‐ | - |
| Shares purchased options granted | 326,900 | 2.85 | 1 June | 264,490 | 4.25 | 27 May |
| 326,900 | 1,011,240 | |||||
| Shares purchased by employees | 175,345 | 3.263 | 14 May | 157,380 | 4.565 | 13 May |
| 502,245 | 1,168,620 |
The changes in this liability in the years ended 31 December 2009 and 2008 were as follows:
| 2009 | 2008 | |
|---|---|---|
| Changes in the year: | ||
| Outstanding at the beginning of the year | 1,515,420 | 1,491,250 |
| Issued during the year | 1,356,000 | 1,112,400 |
| Exercised during the year | (326,900) | (1,011,240) |
| Lapsed during the year and not exercised | (797,390) | (76,990) |
| Outstanding at the end of the year (Note 15) | 1,747,130 | 1,515,420 |
| Details of options issued during the year: | ||
| Maturity date | June 2009 March 2010, 2011, 2012 |
May 2008 March 2009, 2010, 2011 |
| Exercise price (euros) | 2.85 | 4.25 |
| Total value exercised (thousands of euros) | 3,865 | 4,728 |
| Cost for the year included in personnel costs | 1,252 | 1,091 |
| Details of options exercised during the year: | ||
| Average exercise price (euros) | 2.85 | 4.09 |
| Total value exercised (thousands of euros) | 932 | 4,136 |
The fair value of the share options granted, reflected in ''Payroll costs'', was calculated based on the Black-Scholes-Merton Model, and it was recognised costs of 2,261 thousand euros in 2009 (Note 10) (2,003 thousand euros in 2008) relating to ''Equity Settled'' payment plans, as follows:
| 2009 | 2008 | |
|---|---|---|
| Share purchase option plans: | ||
| - Issued during the year | 1,252 | 1,091 |
| - Issued in prior years | 818 | 673 |
| Shares purchased by employees | 191 | 239 |
| Cost of the exercise (Notes 10, 31 and 32) | 2,261 | 2,003 |
The following assumptions were used in the valuations as of 31 December 2009 and 2008:
| 2009 | 2008 | |
|---|---|---|
| Price per share | 4.85 | 6.00 |
| Exercise price | 2.85 | 4.25 |
| Volatility | 45,02 ‐ 51,46% | 30.2% |
| Dividend yield | 3.81% | 3.83% |
In the year ended 31 December 2009 and 2008, the classification between current and non-current were as follows:
| 2009 | 2008 | |
|---|---|---|
| Non-current provisions: | ||
| Provisions for tax risks | 65,248 | 59,842 |
| Environmental rehabilitation | 38,773 | 45,901 |
| Provisions for personnel | 8,358 | 6,459 |
| Other provisions for risks and charges | 41,325 | 40,172 |
| 153,704 | 152,374 | |
| Current provisions: | ||
| Environmental rehabilitation | 250 | 250 |
| Provisions for personnel | 214 | 952 |
| Other provisions for risks and charges | 498 | 938 |
| 962 | 2,140 | |
| 154,667 | 154,514 |
The changes in the provisions in the years ended 31 December 2009 and 2008 were as follows:
| Provisions for tax risks |
Environmental rehabilitation |
Provision for staff |
Other provisions for risks and charges |
Total | |
|---|---|---|---|---|---|
| Balances at 1 January 2008 | 102,947 | 45,239 | 7,857 | 38,061 | 194,103 |
| Changes in the consolidation perimeter | ‐ | 144 | ‐ | 4,523 | 4,667 |
| Currency translation adjustments | 581 | (5,112) | (1,188) | (4,989) | (10,707) |
| Increases | 6,196 | 6,448 | 3,286 | 9,976 | 25,906 |
| Decreases | (49,877) | (6) | (1,328) | (3,636) | (54,847) |
| Utilisation | (5) | (577) | (890) | (3,137) | (4,609) |
| Transfers | ‐ | 15 | (326) | 312 | ‐ |
| Balances at 1 January 2009 | 59,842 | 46,151 | 7,411 | 41,110 | 154,514 |
| Currency translation adjustments | (291) | 2,957 | 454 | 5,320 | 8,440 |
| Increases | 5,739 | 6,907 | 730 | 2,984 | 16,359 |
| Decreases | ‐ | (16,497) | (75) | (2,343) | (18,915) |
| Utilisation | (43) | (449) | (7) | (5,856) | (6,355) |
| Transfers | ‐ | (45) | 61 | 609 | 624 |
| Balances at 31 December 2009 | 65,248 | 39,023 | 8,572 | 41,823 | 154,667 |
In the year ended 31 December 2008, the decreases in provisions for tax risks included 49,574 thousand euros regarding the write-off of the provision that was made to cover the additional assessments of the Corporate income tax for the years of 1997 and 1998, as a result of a decision of the Chamber of the Supreme Administrative Court, in the first half of 2008, which has since been confirmed by the Plenary of that Chamber, granting the appeal brought by the Company in opposition to the orders by the Secretary of State for Treasury and Finance which rejected the requests for payment of those assessments.
The provisions for environmental rehabilitation represent the Group's legal or implicit obligation to rehabilitate land used for quarries. Payment of this liability depends on the period of operation and the beginning of the related work.
Provisions for staff essentially relate to the estimated costs of restructuring and exclude liability for pension and healthcare plans.
The other provisions for risks and charges cover specific business risks resulting from the Group's normal operations, which include a provision of approximately 6,000 thousand euros, corresponding to the contribution that the Group has agreed to make, in the event of an agreement with the Government of Economic Defence Council, as a result of the administrative charges brought by the Economic Law Department of the Ministry of Justice in Brazil for alleged economic violations in the cement and ready-mix concrete markets. The eventual signing of that agreement would not signify any admission of guilt or acknowledgement of illegal conduct.
The increases and decreases in the provisions in the years ended 31 December 2009 and 2008 were recorded by corresponding entry to the following accounts:
| 2009 | 2008 | |
|---|---|---|
| Tangible assets: | ||
| Land | (4,659) | 4,425 |
| Intangible assets: | ||
| Concessions | 1,375 | ‐ |
| Profit and loss for the year: | ||
| Supplies and services | 285 | 5 |
| Payroll | 528 | (186) |
| Provisions | 2,770 | 6,975 |
| Financial expenses | 1,452 | 5,568 |
| Financial income | (7,402) | ‐ |
| Income tax (Note 13) | 3,271 | (45,786) |
| Shareholders' equity: | ||
| Free reserves | (176) | 57 |
| (2,556) | (28,941) |
The caption financial expenses include the financial actualizations of the provision for environmental rehabilitation. Financial income mainly arises from the update of estimates of those liabilities. The amounts recorded in free reserves correspond to the actuarial gains and losses.
Loans at 31 December 2009 and 2008 were made up as follows:
| 2009 | 2008 | |
|---|---|---|
| Non-currents liabilities: | ||
| Bonds | 853,745 | 883,055 |
| Bank loans | 783,192 | 1,028,075 |
| Other loans | 220 | ‐ |
| 1,637,157 | 1,911,130 | |
| Currents liabilities: | ||
| Bank loans | 453,439 | 201,177 |
| Other loans | 84 | 324 |
| 453,523 | 201,501 | |
| 2,090,680 | 2,112,631 |
Non-convertible bonds at 31 December 2009 and 2008 were made up as follows:
| Issuer | Financial instrument | Issue Date | Interest rate | Repayment Date |
2009 Non current |
2008 Non current |
|---|---|---|---|---|---|---|
| Cimpor Financial Operations B.V. | Eurobonds | 27.May.04 | 4.50% | 27.May.11 | 611,129 | 608,107 |
| Cimpor Financial Operations B.V. | US Private Placements 10Y | 26.June.03 | 5.75% | 26.June.13 | 97,152 | 102,762 |
| Cimpor Financial Operations B.V. | US Private Placements 12Y | 26.June.03 | 5.90% | 26.June.15 | 145,464 | 172,186 |
| 853,745 | 883,055 |
The above US Private Placements are designated as fair value liabilities through profit and loss, as a result of applying the transitional provisions of IAS 39, in the year ended 31 December 2005.
Within the scope of the measures adopted to improve the Cimpor rating, more flexible financial covenants were negotiated with the debt holders. In return, Cimpor anticipated the reimbursement of 50 million of USD and had increased the spread for the remaining debt amount. The impact of these operations in the fair value of the financial instruments in question reached 14 million of euros, recorded as financial expenses (Note 12).
At 31 December 2009, the difference between the fair value and nominal value of the ''U.S. Private Placements'' amounted to 3,115 thousand euros (15,344 thousand euros in 2008).
Bank loans at 31 December 2009 and 2008 were made up as follows:
| Non-current | ||||
|---|---|---|---|---|
| Type | Currency | Interest rate | 2009 | 2008 |
| Bilateral loan | EUR | Euribor + 0,275% | ‐ | 199,627 |
| Bilateral loan | EUR | Euribor + 0,950% | 37,426 | ‐ |
| Bilateral loan | EUR | Euribor + 0,550% | ‐ | 299,526 |
| Bilateral loan | EUR | Euribor + 0,300% | 186,667 | ‐ |
| Bilateral loan | EUR | Euribor + 0,750% | ‐ | 111,997 |
| Bilateral loan | EUR | Euribor + 0,300% | 166,455 | ‐ |
| Bilateral loan | EUR | Euribor + 0,275% | ‐ | 280,000 |
| Bilateral loan | EUR | Euribor + 1,775% | 200,000 | ‐ |
| EIB Loan | EUR | EIB Basic Rate | 33,333 | 40,000 |
| Bilaterals loans | EUR | Euribor + [0,25% - 1,30%] | 150,049 | 72,022 |
| Bilaterals loans | BRL | Several | 8,013 | 7,280 |
| Bilaterals loans | CVE | Several | ‐ | 11 |
| Bilateral loan | INR | 10.50% | ‐ | 14,838 |
| Bilateral loan | MAD | 5.45% | 1,249 | 1,667 |
| Bilaterals loans | PEN | Several | ‐ | 1,107 |
| 783,192 | 1,028,075 |
| Current | ||||
|---|---|---|---|---|
| Type | Currency | Interest rate | 2009 | 2008 |
| Bilateral loan | EUR | Euribor + 0,750% | ‐ | 112,409 |
| EIB Loan | EUR | EIB Basic Rate | 6,667 | 6,667 |
| Bilateral loan | EUR | Several | ‐ | 7,616 |
| Bilateral loan | EUR | Euribor + 0,950% | 74,905 | ‐ |
| Bilateral loan | EUR | Euribor + 0,300% | 93,333 | ‐ |
| Bilateral loan | EUR | Euribor + 0,300% | 33,314 | ‐ |
| Bilateral loan | EUR | Euribor + 0,900% | 99,843 | ‐ |
| Bilaterals loans | EUR | Euribor + [0,85% - 1,30%] | 50,310 | ‐ |
| Bilaterals loans | BRL | Several | 1,439 | 2,626 |
| Bilateral loan | CVE | 8% | 10 | 19 |
| Bilateral loan | MAD | 5.45% | 406 | ‐ |
| Bilaterals loans | MAD | Several - |
‐ | 385 |
| Bilaterals loans | CNY | 5,31% - 6,90% | 11,355 | 3,138 |
| Bilaterals loans | HKD | 1,95% - 2,29% | 23,132 | ‐ |
| Bilaterals loans | PEN | Several | ‐ | 232 |
| Commercial paper | EUR | Several | 200 | 25,000 |
| Overdrafts | TRY | 7,35% - 7,46% | 49,499 | 30,283 |
| Overdrafts | MAD | Several | 6,025 | 3,533 |
| Overdrafts | MZM | Several | 355 | ‐ |
| Overdrafts | ZAR | Several | 1,411 | 73 |
| Overdrafts | EUR | Several | 21 | 8,318 |
| Overdrafts | CVE | Several | 1,215 | 878 |
| 453,439 | 201,177 |
| Year | 2009 | 2008 |
|---|---|---|
| 2010 | ‐ | 569,883 |
| 2011 | 930,982 | 839,304 |
| 2012 | 384,656 | 172,614 |
| 2013 | 138,478 | 138,478 |
| 2013 and following years | 183,041 | 190,852 |
| 1,637,157 | 1,911,130 |
The non-current portion of loans at 31 December 2009 and 2008 is repayable as follows:
The loans at 31 December 2009 and 2008 are stated in the following currencies:
| 2009 | 2008 | ||||
|---|---|---|---|---|---|
| Currency | Currency | Euros | Currency | Euros | |
| EUR | ‐ | 1,743,955 | ‐ | 1,756,268 | |
| USD | (a) | 354,000 | 242,616 | 404,000 | 290,292 |
| MZM | 15,670 | 355 | ‐ | ‐ | |
| BRL | 23,738 | 9,452 | 32,131 | 9,906 | |
| ZAR | 15,046 | 1,411 | 952 | 73 | |
| MAD | 87,158 | 7,680 | 62,936 | 5,586 | |
| CVE | 135,071 | 1,225 | 100,109 | 908 | |
| TRY | 106,655 | 49,499 | 65,074 | 30,283 | |
| INR | ‐ | ‐ | 1,000,000 | 14,838 | |
| CNY | 111,679 | 11,355 | 29,800 | 3,138 | |
| PEN | ‐ | ‐ | 5,855 | 1,339 | |
| HKD | 258,405 | 23,132 | ‐ | ‐ | |
| 2,090,680 | 2,112,631 |
(a) Due to certain derivative financial instruments for hedging exchange rate (Note 39), these financings are not exposed to exchange-rate risk.
The larger bilateral loans (Euribor + spread) establish that the spread must be indexed to the Standard & Poor's rating, therefore reflecting the assessment of risk of these operations.
During 2009 as a result of the downgrade to BBB- in January, the bank loans negotiated under those conditions had their spreads increased. This information is reflected in the previous charts.
The majority of the loan operations of the operating and sub-holding companies do not establish the need for Cimpor -- Cimentos de Portugal, SGPS, S.A. to maintain majority control of the companies.
However the bank loans of more significant amounts, in particular those contracted by Cimpor Inversiones, contain an Ownership Clause.
The comfort letters requested from the holding company, for purposes of contracting these operations, usually contain a commitment for it not to sell its direct or indirect control of these companies. The company also provides support to the Euro Medium Term Note programmes established by the Group.
The comfort letters provided by the Parent company and other subsidiary companies at 31 December 2009 and 2008 totalled 222,429 and 140,700 thousand euros, respectively.
In the larger financial operations the loan contracts also contain financial covenants for certain financial ratios to be maintained at previously agreed levels.
The financial ratios are:
At 31 December 2009 and 2008 these ratios were within the commitments established.
The majority of the financing instruments have Negative pledge clauses. The larger loans (those exceeding 50 million euros) normally establish a maximum level of pledges over assets, which must not be exceeded without prior notice to the financial institutions.
Cross default clauses, which are current practice in loan contracts, are also present in the large majority of the referred financial instruments.
Various financing instruments include change of control clauses that can even provide for the possibility of early repayment by decision of the creditors, if 51% of the capital is controlled by a single entity or several entities acting in consortium. At 31 December 2009, the debt attributable to financial instruments containing such a clause amounted to 1.1746 billion of euros, of which 866.5 thousand of euros are registered as non-current financial debt.
The penalties that the creditor can apply in the event of unremedied non-compliance or acceptance of these financial constraints within an agreed time period generally comprises the early repayment in full of the loan obtained or the cancellation of the credit lines available. At 31 December 2009 and 2008, the Group fully complied with all the above mentioned financial constraints.
The minimum lease payments as at 31 December 2009 and 2008, resulting from finance lease liabilities, are as follows:
| 2009 | 2008 | ||||
|---|---|---|---|---|---|
| Present value | Future value | Present value | Future value | ||
| Up to 1 year | 2,955 | 3,053 | 2,102 | 2,111 | |
| From 1 to 5 years | 4,784 | 4,877 | 4,670 | 4,979 |
The Cimpor Group current operating lease contracts relate essentially to transport and office equipment.
Future commitments under the current operating lease contracts are as follows (minimum lease payments):
| Future value | |||
|---|---|---|---|
| 2009 | 2008 | ||
| Up to 1 year | 5,222 | 4,959 | |
| From 1 to 5 years | 9,405 | 8,997 | |
| More than 5 years | 156 | 10 |
Total operating lease costs recognised in the consolidated statement of profit and loss for the year ended 31 December 2009 amounted to 5,235 thousand euros (5,085 thousand euros in 2008).
Under the risk management policy of the Cimpor Group, a range of derivative financial instruments have been contracted at 31 December 2009 and 2008 to hedge interest and exchange rate risk.
The Group contracts such instruments after evaluating the risks to which its assets and liabilities are exposed and assessing which instruments available in the market are the most adequate to hedge the risks.
These operations are subject to prior approval by the Executive Committee and are permanently monitored by the Financial Operations Area. Several indicators relating to the instruments are periodically determined, namely their market value and sensitivity of the projected cash flows and market value to changes in key variables, with the aim of assessing their financial effect.
The recognition of financial instruments and their classification as hedging or trading instruments, is based on the provisions of IAS 39.
Hedge accounting is applicable to financial derivative instruments that are effective as regards the elimination of variations in the fair value or cash flows of the underlying assets/liabilities. The effectiveness of such operations is verified on a regular quarterly basis. Hedge accounting covers three types of operations:
Fair value hedging instruments are financial derivative instruments that hedge exchange rate and/or interest rate risk. Changes in the fair value of such instruments are reflected in the statement of profit and loss. The underlying asset/liability is also valued at fair value as regards the part corresponding to the risk that is being hedged, the respective changes being reflected in the statement of profit and loss.
Cash flow hedging instruments are financial derivative instruments that hedge the exchange rate risk on future purchases and sales of certain assets as well as cash flows subject to interest rate risk. The effective part of the changes in fair value of the cash flow hedging instruments is recognised in shareholders' equity in the caption Reserves - Hedging operations, while the non effective part is reflected immediately in the statement of profit and loss.
Instruments hedging net investment in foreign entities are exchange rate financial derivative instruments that hedge the effect, on shareholders' equity, of the risks on translation of the financial statements of foreign entities. Changes in the fair value of these hedging operations are recorded in the shareholders' equity ''Currency translation adjustments'' until the hedged investment is sold or liquidated.
Instruments held for trading purposes are financial derivative instruments contracted in accordance with the Group's risk management policies but where hedge accounting is not applicable, because they were not formally designated for that purpose or because they are not effective hedging instruments in accordance with the requirements of IAS 39.
The fair value of derivative financial instruments at 31 December 2009 and 2008 was as follows:
| Other assets (Note 24) | Other liabilities (Note 42) | |||||||
|---|---|---|---|---|---|---|---|---|
| Current | Non-current | Current | Non-current | |||||
| 2009 | 2008 | 2009 | 2008 | 2009 | 2008 | 2009 | 2008 | |
| Fair value hedges: | ||||||||
| Exchange and interest rate swaps | ‐ | ‐ | 3,771 | 11,326 | ‐ | ‐ | 2,183 | ‐ |
| Interest rate swaps | 13,385 | 2,281 | 2,858 | 4,888 | ‐ | ‐ | ‐ | ‐ |
| Exchange rate forwards | 18 | 7 | ‐ | ‐ | 1 | 110 | ‐ | ‐ |
| Cash flow hedges: | ||||||||
| Interest rate swaps | ‐ | ‐ | ‐ | ‐ | ‐ | 2,365 | ‐ | 4,092 |
| Trading: | ||||||||
| Exchange and interest rate derivatives | 4,524 | 219 | ‐ | ‐ | ‐ | 1,447 | 68,073 | 38,542 |
| Interest rate derivatives | 1,422 | 1,985 | 3,636 | 313 | 6,753 | 10,042 | 43,863 | 65,785 |
| 19,349 | 4,492 | 10,266 | 16,527 | 6,754 | 13,964 | 114,119 | 108,419 |
Some derivatives, although in compliance with the Group's risk management policies as regards the management of financial market volatility risks, do not qualify for hedge accounting, and so are classified as trading instruments.
The following schedule shows the operations at 31 December 2009 and 2008 that qualify as fair value and cash flow hedging instruments:
| Fair value | ||||||
|---|---|---|---|---|---|---|
| Type of hedge |
Notional | Type of Operation |
Maturity | Financial purpose | 2009 | 2008 |
| Fair value | EUR 15.627.500 | Cross-Currency Swap |
Apr/13 | Principal and interest hedge on Intercompany Loan from C. Inversiones to Natal Portland Cement |
3,771 | 8,126 |
| Fair value | EUR 5.444.444 | Cross-Currency Swap |
Apr/13 | Principal and interest hedge on Intercompany Loan from C. Inversiones to Natal Portland Cement |
(1,272) | 1,877 |
| Fair value | EUR 3.888.888 | Cross-Currency Swap |
Apr/13 | Principal and interest hedge on Intercompany Loan from C. Inversiones to Natal Portland Cement |
(911) | 1,323 |
| Fair value | EUR 75.000.000 | Interest Rate Swap |
May/11 | Hedge of 12.5% of the interests on Intercompany Loan from C. Inversiones to Cimpor BV regarding the Eurobond payment |
3,834 | 1,226 |
| Fair value | EUR 75.000.000 | Interest Rate Swap |
May/11 | Hedge of 12.5% of the interests on Intercompany Loan from C. Inversiones to Cimpor BV regarding the Eurobond payment |
4,030 | 2,057 |
| Fair value | EUR 50.000.000 | Interest Rate Swap |
May/11 | Hedge of 8.33% of the interests on Intercompany Loan from C. Inversiones to Cimpor BV regarding the Eurobond payment |
2,767 | 1,128 |
| Fair value | EUR 50.000.000 | Interest Rate Swap |
May/11 | Hedge of 8.33% of the interests on Intercompany Loan from C. Inversiones to Cimpor BV regarding the Eurobond payment |
2,758 | 1,355 |
| Fair value | EUR 50.000.000 | Interest Rate Swap |
May/11 | Hedge of 8.33% of the interests on Intercompany Loan from C. Inversiones to Cimpor BV regarding the Eurobond payment |
2,854 | 1,403 |
| Cash-flow | BRL 388.586.800 | Interest Rate Swap |
Dec/11 | Hedge of 100% of the Interests on the note of Austria Republic on Cimpor Cimentos Brasil |
‐ | (6,455) |
| Fair value | USD 1.700.000 | Forwards | Jan/10 | Currency hedge | 16 | |
| Fair value | USD 1.400.000 | Forwards | Feb/10 | Currency hedge | 2 | |
| Fair value | USD 500.000 | Forwards | Jan/10 | Currency hedge | (1) | |
| Fair value | USD 2.220.000 | Forwards | Jan/09 | Currency hedge | ‐ | (103) |
| 17,849 | 11,935 |
In addition, the portfolio of derivative financial instruments at 31 December 2009 and 2008 that do not qualify as hedging instruments is made up as follows:
| Fair value | |||||
|---|---|---|---|---|---|
| Face Value | Type of Operation | Maturity | Economic purpose | 2009 | 2008 |
| USD 150.000.000 | Cross-Currency Swap | Jun/13 | Hedge of 100% of the principal and interests 10Y tranche of the US Private Placements |
(19,869) | (13,158) |
| USD 254.000.000 | Cross-Currency Swap | Jun/15 | Hedge of 100% of the principal and interests 12Y tranche of the US Private Placements |
(43,679) | (26,612) |
| EUR 100.000.000 | IRS with conditioned receivable Leg |
Dec/12 | Reduce the cost of funding - IRS with options sold on Euribor 6M and US Libor 6M |
(6,664) | (11,485) |
| EUR 30.000.000 | IRS with conditioned receivable and payable Leg |
Jun/15 | Reduce the cost of funding - IRS with options sold on European swap curve and options bought on the slope of the European Swap Rate. |
2,077 | 442 |
| EUR 280.000.000 | Basis Swap EUR | May/09 | Hedge Interests Club Deal 280M | ‐ | (2,881) |
| EUR 200.000.000 | Basis Swap EUR | Aug/09 | Hedge Interests Club Deal 200M | ‐ | (4,746) |
| EUR 50.000.000 | IRS with only conditioned receivable Leg |
Dec/09 | Reduce the cost of funding - IRS with options sold on US Libor 6M |
‐ | (6) |
| EUR 216.723.549 | IRS with conditioned receivable Leg |
Jun/15 | Reduce the cost of funding - IRS with a set of | ||
| EUR 300.000.000 | IRS with only conditioned Payable Leg |
Jun/15 | options sold on which the main exposure is the slope of the European swap curve. |
(38,400) | (54,891) |
| EUR 150.000.000 | EUR Interest Rate Swap | Jun/15 | Reduce the cost of funding - Interest Rate Swap |
(752) | ‐ |
| EUR 50.000.000 | EUR Structured Swap Rate | Mar/11 | Reduce the cost of funding - Structured Interest Rate Swap |
(1,180) | ‐ |
| EUR 50.000.000 | IRS with conditioned receivable Leg |
Jun/15 | Reduce the cost of funding - IRS with options sold on an Interest Rate Index |
1,461 | ‐ |
| EUR 25.000.000 | IRS with conditioned receivable Leg |
Jun/15 | Reduce the cost of funding - IRS with options sold on an Interest Rate Index |
(2,100) | ‐ |
| Set of symmetrical Swaps |
Set of Interest Rate Swaps | Dec/09 | Swaps already closed or tottaly hedged. The Group doesn't have anymore any economic risk in these positions. |
‐ | 36 |
| (109,107) | (113,299) |
During its normal business activities, CIMPOR Group is exposed to a variety of financial risks likely to alter its net worth, which can be grouped, according to their nature, in the following categories:
Risk is deemed to mean the probability of obtaining a positive or negative outcome different to that expected, and which materially and unexpectedly alters the Group's net worth.
The management of the above-stated risks, which primarily arise from the unpredictability of financial markets, requires the prudent application of a set of rules and methods approved by the Executive Committee, with the end purpose of minimising their potential negative impact on the Group performance.
All risk management, focused on that objective, is conducted according to two core concerns:
Furthermore, another concern of the Group is that the processes for managing these risks meet internal information needs and also external requirements (regulators, auditors, financial markets and all other stakeholders).
The Group, as a rule, does not take speculative positions and so the sole aim of all operations carried out with the purpose of managing financial risks is to control existing risks to which the Group is unavoidably exposed.
Hedging the interest-rate risk and exchange-rate risk normally means contracting financial derivatives on the over-thecounter market (for reasons of flexibility), involving a limited number of counterparties with high ratings. All these operations are undertaken with financial entities with which ISDA contracts have been concluded beforehand, in accordance with international standards.
The Financial Operations Department of the holding's Corporate Centre is responsible for managing financial risks, including identifying, assessing and hedging such risks. This risk management is conducted under the guidance of the Executive Committee, in particular of the director responsible for the financial risk area (whose approval is required prior to any operation).
In the last quarter of 2009, the Group started, with the collaboration of an international bank with recognised expertise in the field, the development of an integrated model of risk management that will be an important management tool for the Group. Aware that such a model requires regular updating and monitoring, we believe that it will soon be available for use and its results will be an important support for analysis and decisions regarding the management of the abovementioned financial risks.
The Group's exposure to interest-rate risk arises from the fact that its balance sheet includes financial assets and liabilities that may have been contracted at fixed interest rates or at variable interest rates. In the former case, the Group runs the risk of variation in the fair value of those assets and liabilities, whereby any change in market rates involves a (positive or negative) opportunity cost. In the latter case, such change has a direct impact on the amount of interest paid/received, resulting in cash account changes.
Interest-rate swaps are normally contracted to hedge this type of risk, in accordance with the Group's expectations concerning the development of market rates.
In 2009, with the exception of the longest term (30 years), the interest rate market continued the sharp downward trend of rates that had occurred in 2008.
| December 2008 |
December 2009 |
|
|---|---|---|
| Interest rate Euro Swap 2Y | 2.69% | 1.87% |
| Interest rate Euro Swap 5Y | 3.24% | 2.81% |
| Interest rate Euro Swap 10Y | 3.74% | 3.58% |
| Interest rate Euro Swap 30Y | 3.54% | 3.94% |
(Source: Bloomberg)
| December 2008 |
December 2009 |
|
|---|---|---|
| Euribor 12M | 3.05% | 1.25% |
| Euribor 6M | 2.97% | 0.99% |
| Euribor 3M | 2.89% | 0.70% |
| Euribor 1M | 2.60% | 0.45% |
(Source: Bloomberg)
This aggressive move to lower rates was highly visible in the money market, where rates on the interbank market (with the exception of 12 months) ended the year, oddly enough, below the European Central Bank rates.
The debt of the Group maintained the profile it had in 2008, with about 85% tied to variable rates. Only half of the Eurobond (300M Euros) is fixed rate, while all other instruments were originally issued at a variable rate or were later converted through interest rate swaps.
The option to keep the bank loans at variable rates, relates to the fact that its short lived maturity would not allow the Group to recover the difference on the negative rates initially paid due to the steep slope that the yield curve presents, particularly in the shorter term.
Given current market conditions, a better balance between floating rate and fixed rate will be achieved when the Group makes a market operation. As soon as conditions permit such, the Group will refinance a substantial part of its debt from short to medium term and that new debt will mostly be issued at a fixed rate.
| December | December | |
|---|---|---|
| 2009 | 2008 | |
| Variable rate | 86% | 84% |
| Fixed rate | 14% | 16% |
Like last year, and taking advantage of the downward trend in money market rates, the Group continued to focus on bank loans linked to shorter term rates (3 months and 1 month).
The Group's internationalisation means that it is exposed to the exchange-rate risk for the currencies of different countries, particularly those that follow, due to the large amounts of capital invested there: Brazil, Egypt, South Africa and Turkey. Note 6 presents the variation of exchange rates of the major currencies of the Group between 31 December 2009 and 31 December 2008.
The exchange effects of the translation of local financial statements in the Group's consolidated financial statements can be mitigated by hedging the net investments made in those countries. However, the Group has only done this sporadically, since it considers the cost of such operations (the difference between the local interest rates and the Group's reference currency) to generally be too high in view of the risks involved.
When the exchange-rate risk is hedged, forward contracts and standard exchange options, generally maturing in less than one year, are normally used.
The Group does not carry out exchange-rate operations that do not adequately cover existing or contracted positions.
In 2009, the decision not to hedge currency risks ultimately had a positive impact, since two currencies of the four largest foreign exchange exposures of the Group appreciated strongly (the Brazilian Real and the South African Rand), and the currencies of Egypt, Turkey and Morocco only underwent marginal declines. This combination of movements had a positive effect on consolidated EBITDA and the net value of the different investments made.
In relation to intra-group loans between businesses operating in different currencies, these hedges should be carried out whenever market conditions warrant such, to hedge the foreign exchange risk (usually from companies borrowing funds). This is true for Cross Currency Swaps contracted with local banks by the South Africa business area, which fuse the original instruments (in euros) with another that is index linked to the South African currency.
The Group, with the exception of debt directly contracted by the different Business Areas to meet their day-to-day requirements, has favoured financing in the consolidation currency. Whenever financing is contracted in a currency other than the euro, it is hedged via cross currency swaps so that no exchange risk is taken on (unless this originates a situation of equilibrium with assets denominated in that other currency).
In the particular case of the US Private Placements issued in 2003, when the Group decided to use the US market to diversify its sources of financing and to benefit from the better conditions offered by that market at that time, two cross currency swaps were contracted, which converted the loans contracted in USD to loans in EUR. Both the loans contracted and the derivatives contracted are carried at their fair value, and they have a direct impact on the profit and loss account.
The main debt instruments as at 31 December 2009 and 31 December 2008, not considering the abovementioned cross currency swaps, were denominated in the following currencies:
| December 2009 |
December 2008 |
|
|---|---|---|
| EUR | 82% | 83% |
| USD | 16% | 14% |
| Other | 2% | 3% |
Considering that impact, around 98% of the loans at both dates were in euros.
Liquidity risk management means maintaining an appropriate level of cash resources and contracting credit limits that not only ensure the normal pursuit of the Group's activities but also meet the needs of any extraordinary operations.
In particular, the Group maintains committed backup lines with some banks, which can be used to meet occasional cash needs, thereby reducing the liquidity risk and also satisfying the ratios required by the rating agencies.
In 2009, and to meet these concerns, the Group substantially increased the underwritten backup lines.
As at 31 December 2009 and 31 December 2008, credit lines obtained but not used, excluding commercial paper that has not been underwritten, rose to close to 779 million euros and 498 million euros, respectively.
This risk is monitored through a cash budget, which is reviewed at regular intervals. The Group's access to short-term lines of credit of ample value and the fact that it keeps its MTN and commercial paper programmes up to date, ensure that it is equipped to act swiftly in the capital markets.
In the last quarter, the Group established a new EMTN program for EUR 2.5 billion, which will diversify funding sources and provide swift access to the European capital markets.
The cash surpluses of the different Business Areas are, whenever possible, channelled to the parent company through the payment of dividends or made available to other areas with a shortage of funds, through intercompany loans.
The markets view of CIMPOR's credit risk in regards to financing operations is naturally reflected in the financial costs associated to such operations. The Group's influence in such matters is merely ancillary, embodying the prudent and balanced management of the business in order to lessen the probability of defaulting on its obligations.
Following the sharp decline in credit spreads in 2008, the trend in 2009 reversed, with the spreads shrinking though they still remain distant from the pre-crisis levels.
| December 2008 |
March June 2009 2009 |
September 2009 |
December 2009 |
|||
|---|---|---|---|---|---|---|
| JP Morgan Maggie AAA | 34 | 70 | 37 | 17 | 27 | |
| JP Morgan Maggie AA | 138 | 133 | 86 | 58 | 62 | |
| JP Morgan Maggie A | 209 | 249 | 151 | 107 | 102 | |
| JP Morgan Maggie BBB | 374 | 364 | 247 | 178 | 150 |
The Group's high degree of solvency is reflected in its Leverage ratio (Net Debt / EBITDA) and Interest Coverage ratio (EBITDA / Net Financial Charges). The achievement of the levels pre-established for these two indicators is fundamental in ensuring compliance not only with the two debt instruments envisaging such but also, through the performance of the cross default provisions, compliance by all the remaining debt.
In 2009 and 2008, both ratios - calculated according to the methodology imposed by the U.S. Private Placements funding contract (financial debt at nominal value) were far from the established limits at the end of the year:
| Ratio | December 2009 |
December 2008 |
Limit | |
|---|---|---|---|---|
| Leverage | Net Debt / Ebitda | 2.82 | 2.97 | < = 4 (*) |
| Interest Coverage | Ebitda / Net Finance Charges | 11.26 | 6.89 | > 5 |
(*) Untill December 2010; 3.5 after that.
When the CIMPOR Group establishes different contractual relations with third parties, it takes on the risk of the probability of non-fulfilment or even, in an extreme scenario, default by a counterparty.
The Group endeavours to limit its exposure to this risk, when making bank deposits and other cash investments and also when contracting derivative instruments, by carefully selecting the counterparties, based on their rating and taking into account the nature, maturity and scope of the operations.
No losses due to non-fulfilment by counterparties are expected, based on the information currently to hand, and despite the decline in rating of the different counterparties with which the Group maintains relations.
The Group's policy in regard to the management of its derivatives portfolio is to diversify counterparties, though it must be acknowledged that in relation to its portfolio of interest-rate derivatives that do not qualify as hedges, there exists a single counterparty holding a dominant position, so as to facilitate operations. In any case, as this portfolio consists mainly of swaps with sold options, it is the referred institution and not the Group that actually runs the counterparty risk.
The five swaps in the component of our interest-rate derivatives portfolio classified as hedge accounting have four different counterparties, following the Group's concern with not increasing commercial involvement with that institution.
The live operations of the exchange-rate swaps portfolio are divided between two different counterparties: the exchangerisk hedge swaps for the financing obtained from the US market are contracted with the bank that led the operation; whereas the cross currency swaps hedging the financial risk of loans granted to NPC (South Africa) by Cimpor Inversiones were negotiated with a local bank.
a) Interest rate
Exposure to interest-rate risk results in the variability of the Group's net financial expenses.
The results of a sensitivity analysis of exposure as at 31 December 2009 and 2008 were as follows: a parallel shift of +/- 1% in the interest rate curve, with all other assumptions remaining constant, would represent a 18 million euros and 17 million euros increase / decrease in financial expenses (before tax), for the financial years ended on 31 December 2009 and 2008 respectively.
The fact that the Group has not substantially changed its debt profile in terms of balance between floating rate and fixed rate means the result of the sensitivity analysis remains practically unchanged.
The portfolio of derivatives not qualifying as hedges undergoes a further sensitivity analysis, intended to determine an indicator known as Earnings-at-Risk: a statistical measure that indicates, to a probability of 95% and for a three-month time horizon, the maximum loss that the portfolio can generate on earnings.
The assumptions used in the analysis are:
This indicator, which provides an ongoing analysis of the portfolio's risk and also assesses the extent to which these risks may be lessened by contracting certain operations, produced the following results as at 31 December 2009 and 31 December 2008:
| (Amounts in EUR) | 2009 Earnings at Risk (in mmEUR) |
2008 Earnings at Risk (in mmEUR) |
|---|---|---|
| EaR not considering diversification | 13.9 | 26.2 |
| Benefits of the diversification | 8.2 | 5.3 |
| Earnings-at-Risk | 5.7 | 20.9 |
The sharp decline of Earnings-at-Risk in 2009 essentially reflects the sharp decrease of the money market rates (the Euribor 6M, for example, fell from 3% in December 2008 to 1% in December 2009) and increased gains from diversification as a result of some added exposure of the portfolio to indexes not correlated with the other positions.
In the debt and financial derivatives component, the exchange rate risks are substantially hedged by symmetrical positions and so the potential profits variability is low. The same is true for the exchange risk exposure in other financial instruments, arising from the Group's normal business activity.
As at 31 December 2009, the exposure of profits to exchange rate fluctuations mainly derives from intragroup loans between business areas operating with different currencies. A 10% change in the euro exchange rate with the currencies where such exposure is most significant, would impact on profits as follows:
| +10% | ‐10% | |
|---|---|---|
| EGP TRY CNY |
9,195 (6,667) (4,429) |
(7,523) 5,455 3,624 |
| (1,900) | 1,555 |
Accounts payable -- other at 31 December 2009 and 2008 were made up as follows:
| 2009 | 2008 | |||
|---|---|---|---|---|
| Current | Non-current | Current | Non-current | |
| Participated and participant companies | 67 | 1,100 | 12 | 500 |
| Other shareholders | 1,517 | 417 | 1,866 | 787 |
| Suppliers of fixed assets | 33,273 | 25,780 | 28,533 | 18,228 |
| Other creditors | 26,194 | 740 | 28,575 | ‐ |
| 61,051 | 28,037 | 58,986 | 19,515 |
''Other creditors'' include amounts payable to several entities on transactions not related to the Group's core operations.
These captions at 31 December 2009 and 2008 were made up as follows:
| 2009 | 2008 | |||
|---|---|---|---|---|
| Current Non-current |
Current | Non-current | ||
| Accrued interest | 17,177 | ‐ | 18,573 | ‐ |
| Accrued payroll | 21,566 | ‐ | 19,856 | ‐ |
| Derivative financial instruments (Note 39) | 6,754 | 114,119 | 13,964 | 108,419 |
| Investment subsidies | ‐ | 7,709 | ‐ | 6,746 |
| Other accrued costs and deferred income | 15,079 | 589 | 10,932 | 28 |
| 60,576 | 122,418 | 63,325 | 115,193 |
The caption ''Accounts payable - trade'' at 31 December 2009 and 2008 was made up as follows:
| 2009 | 2008 | |
|---|---|---|
| Trade payables | 114,505 | 147,036 |
| Suppliers - invoices for approval | 14,079 | 13,535 |
| Notes payable - trade | 40,602 | 30,352 |
| Advances from clients | 13,549 | 16,264 |
| 182,734 | 207,187 |
In transposing European Parliament and Council Directive 2003/87/CE to internal legal orders, lists of the installations of participants in the trading of emissions and the respective emission licences granted for the 2005 to 2007 period and 2008 to 2012 have been approved by the Portuguese and Spanish governments.
Eight manufacturing plants of Group companies, four in Portugal (Cabo Mondego, Alhandra, Loulé and Souselas Production Centres) and four in Spain (Oural, Toral de los Vados, Córdoba and Niebla Production Centres) received licences corresponding to emissions rights of 4,015,279 tons and 1,773,890 tons of CO2, per annum (2005 to 2007) and 4,053,897 tons and 2,025,769 tons of CO2 (2008 to 2012), respectively.
The estimated emissions of these premises were 4,472,547 tons of CO2 during the financial year ended 31 December 2009. 850,000 tons (360,000 in 2008) of the total licence of 6,079,666 tons of CO2 awarded were disposed of, generating a gain of 10,723 thousand euros (8,188 thousand euros in 2008), reported under ''Other operating income'' (Note 8). Notwithstanding, the Group held emission licences that exceeded the referred to estimates by a reasonable margin.
Furthermore, the Group exchanged 565,423 European Emission Allowances (''EUA'') licences for Certified Emission Reductions (''CER'') in the financial year ended on 31 December 2009 (565.423 in 2008), resulting in a gain of 3,308 thousand euros (3,279 thousand euros in 2008) (Note 8).
The accounting policies in accordance with IAS 39 to financial instruments were applied to following items:
| Assets and | ||||||
|---|---|---|---|---|---|---|
| 2009 | Loans granted and accounts receivable |
Available-for-sale financial assets |
Held to maturity investments |
Other financial liabilities |
liabilities at fair value through profit and loss |
Total |
| Assets: | ||||||
| Cash and cash equivalents | 439,182 | ‐ | ‐ | ‐ | ‐ | 439,182 |
| Accounts receivable-trade | 264,202 | ‐ | ‐ | ‐ | ‐ | 264,202 |
| Other investments | ‐ | 5,649 | 224 | ‐ | 4,066 | 9,939 |
| Other non-current accounts receivable | 11,871 | ‐ | ‐ | ‐ | ‐ | 11,871 |
| Other current accounts receivable | 28,855 | ‐ | ‐ | ‐ | ‐ | 28,855 |
| Other non-current assets | 24,780 | ‐ | ‐ | ‐ | 7,408 | 32,188 |
| Other current assets | 17,787 | ‐ | ‐ | ‐ | 5,964 | 23,751 |
| Current accrued income | 2,161 | ‐ | ‐ | ‐ | ‐ | 2,161 |
| Total assets | 788,839 | 5,649 | 224 | ‐ | 17,438 | 812,149 |
| Liabilities: | ||||||
| Non-current loans | ‐ | ‐ | ‐ | 1,394,541 | 242,616 | 1,637,157 |
| Current loans | ‐ | ‐ | ‐ | 453,523 | ‐ | 453,523 |
| Current liabilities-trade | ‐ | ‐ | ‐ | 182,734 | ‐ | 182,734 |
| Other non-current accounts payable | ‐ | ‐ | ‐ | 28,037 | ‐ | 28,037 |
| Other current accounts payable | ‐ | ‐ | ‐ | 61,051 | ‐ | 61,051 |
| Other non-current liabilities | ‐ | ‐ | ‐ | 8,299 | 114,119 | 122,418 |
| Other current liabilities | ‐ | ‐ | ‐ | 2,663 | 6,754 | 9,417 |
| Current acrrued costs | ‐ | ‐ | ‐ | 51,159 | ‐ | 51,159 |
| Total liabilities | ‐ | ‐ | ‐ | 2,182,007 | 363,489 | 2,545,496 |
| Assets and | ||||||
|---|---|---|---|---|---|---|
| Loans granted and | Available-for-sale | Held to | Other | liabilities at fair value |
||
| accounts | financial | maturity | financial | through | ||
| 2008 | receivable | assets | investments | liabilities | profit and loss | Total |
| Assets: | ||||||
| Cash and cash equivalents | 169,564 | ‐ | ‐ | ‐ | ‐ | 169,564 |
| Accounts receivable-trade | 313,443 | ‐ | ‐ | ‐ | ‐ | 313,443 |
| Other investments | ‐ | 8,565 | 119,801 | ‐ | 3,029 | 131,395 |
| Other non-current accounts receivable | 10,883 | ‐ | ‐ | ‐ | ‐ | 10,883 |
| Other current accounts receivable | 29,633 | ‐ | ‐ | ‐ | ‐ | 29,633 |
| Other non-current assets | 22,235 | ‐ | ‐ | ‐ | 11,639 | 33,874 |
| Other current assets | 6,644 | ‐ | ‐ | ‐ | 2,211 | 8,855 |
| Current accrued income | 1,897 | ‐ | ‐ | ‐ | ‐ | 1,897 |
| Total assets | 554,298 | 8,565 | 119,801 | ‐ | 16,879 | 699,543 |
| Liabilities: | ||||||
| Non-current loans | ‐ | ‐ | ‐ | 1,636,182 | 274,948 | 1,911,130 |
| Current loans | ‐ | ‐ | ‐ | 201,501 | ‐ | 201,501 |
| Current liabilities-trade | ‐ | ‐ | ‐ | 207,187 | ‐ | 207,187 |
| Other non-current accounts payable | ‐ | ‐ | ‐ | 19,515 | ‐ | 19,515 |
| Other current accounts payable | ‐ | ‐ | ‐ | 58,986 | ‐ | 58,986 |
| Other non-current liabilities | ‐ | ‐ | ‐ | 6,774 | 108,419 | 115,193 |
| Other current liabilities | ‐ | ‐ | ‐ | 1,821 | 13,964 | 15,785 |
| Current accrued costs | ‐ | ‐ | ‐ | 47,539 | ‐ | 47,539 |
| Total liabilities | ‐ | ‐ | ‐ | 2,179,505 | 397,331 | 2,576,836 |
Cash and cash equivalents at 31 December 2009 and 2008 were made up as follows:
| 2009 | 2008 | |
|---|---|---|
| Cash | 320 | 285 |
| Bank deposits | 268,961 | 136,431 |
| Marketable securities | 169,901 | 32,848 |
| 439,182 | 169,564 | |
| Bank overdrafts (Note 37) | (58,525) | (43,085) |
| 380,657 | 126,479 |
The caption ''Cash and cash equivalents'' comprises cash, deposits repayable on demand, treasury applications, government bonds, deposit certificates and term deposits maturing in less than three months with insignificant risk of change in value. Bank overdrafts include amounts drawn from current accounts with financial institutions.
The most significant flows during the year ended 31 December 2009 relate primarily to:
Receipts relating to investments correspond, essentially, to the sale of the debt instrument issued by the Republic of Austria (Note 20).
Payments related to financial investments, occurred in the year ended 31 December 2009, corresponds essentially to the minority investment acquisition in the share capital of participated companies and to the increase of investment in associates.
Transactions and balances between Group companies consolidated by the full consolidation method or by the proportional consolidation method were eliminated in the consolidation process and so are not disclosed in this note.
The terms and conditions of the transactions between the Group companies and related parties are substantially similar to those contracted, accepted and practiced in similar operations with independent entities.
Balances and transactions between the Group and associated companies and other related parties are detailed below.
| Other related parties | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Associated companies | Teixeira Duarte, SGPS, S.A. and related |
Lafarge, S.A. and related |
Manuel Fino, SGPS, S.A. and related |
Other | |||||
| 2009 | 2008 | 2009 | 2008 | 2009 | 2008 | 2008 | 2009 | 2008 | |
| Assets: | |||||||||
| Accounts receivable-trade | 3 | 3,407 | 5,211 | 6,315 | 2,282 | 3,997 | 1,364 | ‐ | ‐ |
| Accounts receivable-other | 20,688 | 20,156 | 9 | 9 | ‐ | ‐ | ‐ | ‐ | ‐ |
| 20,691 | 23,563 | 5,220 | 6,324 | 2,282 | 3,997 | 1,364 | ‐ | ‐ | |
| Liabilities: | |||||||||
| Accounts payable-trade | 976 | 807 | 3 | ‐ | 408 | 591 | ‐ | ‐ | ‐ |
| Suppliers of fixed assets | 30 | 10 | 30 | 30 | 18,920 | 16,059 | ‐ | 113 | ‐ |
| 1,006 | 817 | 33 | 30 | 19,328 | 16,650 | ‐ | 113 | ‐ | |
| Transactions: | |||||||||
| Supply of fixed assets | 22 | 10 | 460 | 697 | 82 | 366 | ‐ | ‐ | ‐ |
| External supplies and services | 2,638 | 3,670 | 18 | 40 | 1,218 | 1,268 | ‐ | ‐ | ‐ |
| Inventories purchases | 956 | 1,622 | ‐ | ‐ | 1,226 | 2,186 | ‐ | ‐ | ‐ |
| Sales and services rendered | 19 | 8,299 | 14,559 | 11,376 | 26,856 | 37,884 | 1,975 | ‐ | ‐ |
| 3,634 | 13,602 | 15,038 | 12,113 | 29,382 | 41,704 | 1,975 | ‐ | ‐ |
The caption ''External supplies and services'' include the costs with the Contract of Industrial and Technical Cooperation signed with Lafarge S.A..
Operations between related parties also include acquisitions of equity investments, namely:
• In the year ended 31 December 2009, the acquisition from an associate of 10% of the share capital of Firmes y Hormigones Sany, SL (where 80% was already owned), the acquisition of 25% of the share capital of Occidental de Áridos, SL, making this company wholly owned by the Group, and a 55% stake in the capital of Betobomba, S.L. (Note 5), in the overall amount of 9 million euros;
• In the year ended 31 December 2008, the acquisitions of share capital and other assets in Portugal and Spain from associated companies (C+PA e Arenor) totalling around 62 millions of euros.
Benefits of the members of the Company's corporate boards and senior executive in the years ended 31 December 2009 and 2008 were as follows:
| 2009 | 2008 | |||
|---|---|---|---|---|
| Fixed | Variable | Fixed | Variable | |
| Board of directors: | ||||
| Executive directors | 1,553 | 2,685 | 1,374 | 2,989 |
| Non-executive directors | 751 | ‐ | 581 | ‐ |
| 2,304 | 2,685 | 1,955 | 2,989 | |
| Senior executives | 5,700 | 1,428 | 5,529 | 1,428 |
| 8,004 | 4,113 | 7,484 | 4,418 | |
| Short-term benefits | 7,742 | 2,599 | 7,233 | 3,143 |
| Post employment benefits | 262 | ‐ | 252 | ‐ |
| Share based payments | ‐ | 1,514 | ‐ | 1,274 |
| 8,004 | 4,113 | 7,484 | 4,418 |
In the normal course of its business the Group is involved in several legal processes and complaints relating to its products and services as well as of an environmental nature, labour processes and regulatory. Considering the nature of the legal processes and the provisions made up, the expected outcome is not expected to have a significant impact on the Group's operations, financial position or results of operations.
At 31 December 2009 and 2008, the Group has reported provisions for taxes of EUR 65.248 million and EUR 59.842 million, respectively, intended to cover tax-related contingencies (Note 36). Furthermore, there are several tax cases in Group companies which are classified as not a probable loss. In this context tax inspections of 2002 to 2004 of Group companies in Spain are included, which resulted in additional tax payments (including accrued interest) totalling approximately 35 million euros. The adjustments in question relate primarily to financial profit/loss, resulting mainly from interpretations not appropriate to the nature of certain transactions, and it is the belief of the Board of Directors that the conclusion of court proceedings already underway to challenge those adjustments, will not result in relevant costs to the Group. This conviction is backed up by the opinion of its legal and tax advisers, who mostly gauge the possibility of losing such court cases as being remote.
At 31 December 2009 and 2008 the Group companies had guarantees totalling 82,443 thousand euros and 126,604 thousand euros, respectively, given to third parties. Of these, 18,425 thousand euros (28,409 thousand euros in 2008) correspond to guarantees given to the tax authorities to cover additional tax assessments for the years 1996 to 2007, the liability being provided for under the caption Provisions for tax risks (Note 36).
At 31 December 2009 and 2008 the companies included in the consolidation perimeter had the following bank guarantees given to third parties:
| 2009 | 2008 | |
|---|---|---|
| Guarantees given: | ||
| For tax processes in progress | 18,425 | 28,409 |
| Bank union | 40,087 | 47,317 |
| To suppliers | 7,848 | 30,820 |
| Other | 16,083 | 20,058 |
| 82,443 | 126,604 |
Additionally, one of the contract loans, in China business area, is guaranteed by a constitution of a mortgage for fixed assets, by the amount of 5,379 thousand euros (5,457 thousand euros in 2008). In the Portugal business area, due to legislation on the legal responsibilities for environmental damage, in fulfilment of the requirement to establish mandatory financial guarantee from 1 January 2010, reserves were provisionally established or assets of the Group companies assigned in a total of approximately 8 million euros,
In the normal course of its business the Group assumes commitments related essentially to the acquisition of equipment, under its investment operations in progress and for the purchase and sale of investments, associated companies and subsidiaries.
Until 2009, the sales of the 26% of the share capital of S. C. Stone and Sterkspruit Aggregates (Note 4), in accordance with South Africa legislation regarding Black Economic Empowerment (BEE), were not recognised because the significant risks and benefits relating to those investments were not been transferred to the buyer. In accordance with the terms agreed there are no losses to be recognised as a result of the transactions.
Pursuant to the contractually established terms and conditions, the minority shareholder of Shandong Liuyuan New-type Cement Development Co., Ltd is provided the opportunity to its their shareholding in that company to a maximum of 40%, until 15 October 2012. The Board of Directors does not estimate any materially relevant impact on the financial statements of the Company in the event that such option is taken up.
Also of note are commitments related to contracts for the acquisition of tangible fixed assets and stocks as well as for the operation of facilities located on the property of third parties, as follows:
| 2009 | 2008 | |
|---|---|---|
| Business area: | ||
| Spain | 16,668 | 15,822 |
| Portugal | 14,025 | 20,981 |
| Egypt | 11,507 | 12,513 |
| Other | 7,320 | 5,404 |
| 49,519 | 54,721 |
In accordance with the Commercial Company Code ("Código das Sociedades Comerciais"), the parent company Cimpor – Cimentos de Portugal, SGPS, S.A. is jointly responsible for the obligations of its subsidiaries.
In the years ended 31 December 2009 and 2008, the fees and services provided by our auditors were as follow:
| Value | % | |||
|---|---|---|---|---|
| 2009 | 2008 | 2009 | 2008 | |
| Cimpor Holding: | ||||
| Legal certification of accounts | 72 | 85 | 5% | 6% |
| Other assurance services | 25 | ‐ | 2% | 0% |
| 97 | 85 | 6% | 6% | |
| Subsidiaries: | ||||
| Legal certification of accounts | 1,222 | 1,237 | 80% | 86% |
| Other assurance services | 72 | 43 | 5% | 3% |
| Tax consultancy services | 120 | 48 | 8% | 3% |
| Other | 12 | 29 | 1% | 2% |
| 1,425 | 1,357 | 94% | 94% | |
| 1,522 | 1,442 | 100% | 100% |
The following significant events took place after the end of the 2009 financial year:
• The revision of the takeover bid by the Brazilian company Companhia Siderúrgica Nacional (CSN) for all the shares representing the share capital of CIMPOR, with an increase of the price offered (from 5.75 euros to 6.18 euros per share) and change to the success condition of the operation (from 50% of the capital plus one share to one-third of the capital plus one share).
CIMPOR -- Cimentos de Portugal, SGPS, S.A. (CIMPOR), reported on 23 October 2009 that its then member of the Board of Directors Mr. Pedro Maria Calaínho Teixeira Duarte, having approved the 2009 Interim Consolidated Financial Information at the August 26 CIMPOR Board of Directors meeting during which it was unanimously approved, as published on the same date, has expressed a reservation regarding the text of the Interim Management Report because of disagreeing with the wording of the paragraph quoted below, included in the section ''Subsequent events'':
''On April 28 CIMPOR signed with Teixeira Duarte -- Engenharia e Construções, S.A. a memorandum of understanding for the termination of the joint participation held in the company C+PA -- Cimento e Produtos Associados, S.A..
On June 29 the 3 months deadline foreseen in the agreement above expired without the execution of the necessary contractual binding instruments.
CIMPOR's proposal to defer the previously mentioned deadline for 3 months was not accepted by Teixeira Duarte -- Engenharia e Construções, S.A. who, on its side, considered the agreement terminated''.
Mr. Pedro Maria Calaínho Teixeira Duarte, has subsequently returned the Interim Management Report to this company without his signature.
These financial statements for the year ended 31 December 2009 were approved by the Board of Directors on 7 April 2010. However, they are still subject to approval by the Shareholders' General Meeting in accordance with commercial legislation in force in Portugal, set to 29 April 2010.
These consolidated financial statements are a translation of financial statements originally issued in Portuguese. In the event of discrepancies the Portuguese language version prevails.
| Shareholders | Nº of Shares | Share Capital % (2) |
|---|---|---|
| Teixeira Duarte, SGPS, S.A.(3) | 153.096.575 | 22,78% |
| Through members of its board of directors and audit committee | 251.000 | 0,04% |
| Through TDG, SGPS, S.A., which it controls | 152.845.575 | 22,74% |
| Through members of its board of directors and audit committee | 44.195 | 0,01% |
| Through Teixeira Duarte, S.A., which it controls | 152.801.380 | 22,74% |
| Through members of its board of directors and audit committee, directly and undirectly | 3.827.150 | 0,57% |
| Through Teixeira Duarte - Engenharia e Construções, S.A., which it controls | 148.974.230 | 22,17% |
| Through Teixeira Duarte - Sociedade Gestão de Participações e Investimentos Imobiliários, S.A., which it fully controls | 148.974.230 | 22,17% |
| Through Tedal, SGPS, S.A., which it fully controls | 67.205.000 | 10,00% |
| Through TDCIM, SGPS, S.A., which it fully controls | 81.769.230 | 12,17% |
| Manuel Fino, SGPS, S.A. | 71.735.460 | 10,67% |
| Through Limar, Limited and Jevon, Limited, which it fully controls | 71.735.460 | 10,67% |
| Through Investifino – Investimentos e Participações, SGPS, S.A. (4), controled by Limar, Limited and participated by Jevon, Limited | 71.735.460 | 10,67% |
| On its own account | 71.734.000 | 10,67% |
| Through members of its board of directors and audit committee | 1.460 | 0,00% |
| Lafarge, S.A. | 116.089.705 | 17,28% |
| Through Société Financiére Immobiliére et Mobiliére, SAS (Sofimo), which it controls | 116.089.705 | 17,28% |
| Through Lafarge Cementos, S.A., which it controls | 81.407.705 | 12,11% |
| Through Ladelis, SGPS, Lda., which it controls | 81.407.705 | 12,11% |
| Through Financiére Lafarge, SAS, which it controls | 34.682.000 | 5,16% |
| Banco Comercial Português, S.A. (BCP) and BCP Pension Fund | 67.474.186 | 10,04% |
| Banco Comercial Português, S.A. and entities related to it (5) | 274.186 | 0,04% |
| Banco Comercial Português, S.A. | 500 | 0,00% |
| Banco Millennium BCP Investimento, S.A. | 261.586 | 0,04% |
| Fundação Banco Comercial Português | 12.100 | 0,00% |
| Fundo de Pensões do Banco Comercial Português, S.A. | 67.200.000 | 10,00% |
| Caixa Geral de Depósitos, S.A. (CGD) and CGD Pension Fund | 64.669.794 | 9,62% |
| Caixa Geral de Depósitos, S.A. | 64.577.887 | 9,61% |
| On its own account | 64.454.585 | 9,59% |
| Through Caixa Seguros e Saúde, SGPS, S.A., which it fully owns | 34.649 | 0,01% |
| Through Fidelidade Mundial, S.A., which it fully owns | 32.753 | 0,00% |
| Through Império Bonança – Companhia de Seguros, S.A., which it fully owns | 1.896 | 0,00% |
| Through Parcaixa, SGPS, S.A., which it controls | 88.653 | 0,01% |
| Fundo de Pensões da Caixa Geral de Depósitos, S.A. | 91.907 | 0,01% |
| Bipadosa, S.A. | 43.401.650 | 6,46% |
| Through Metalúrgica Galaica, S.A., which it fully owns | 43.401.650 | 6,46% |
| Through Atlansider, SGPS, S.A., 50% owned by LAF 98, S.L., which it fully owns | 43.401.650 | 6,46% |
| On its own account | 43.400.520 | 6,46% |
| Through members of its board of directors and audit committee | 1.130 | 0,00% |
| Through Atlansider, SGPS, S.A., of which it owns 50% (6) | 43.401.650 | 6,46% |
| On its own account | 43.400.520 | 6,46% |
| Through members of its board of directors and audit committee | 1.130 | 0,00% |
| Mr. Tenente Coronel Luís Augusto da Silva | 26.814.238 | 3,99% |
| Through LSMS - Investimentos, SGPS, S.A. which he controls | 26.814.238 | 3,99% |
| Through Cinveste, SGPS, S.A., which it controls | 26.814.238 | 3,99% |
| On its own account | 26.778.148 | 3,98% |
| Through members of its board of directors and audit committee | 36.090 | 0,01% |
(1) As per official qualifying shareholdings announcements and other information as at December 31, 2009, received by the company
(2) With voting rights.
(3) Qualifying shareholding disclosed as officialy comunicated to the company (including shares owned by members of the board of directors and audit committee of Teixeira Duarte, S.A., and TDG, SGPS, S.A. as considered by the Portuguese Securities and Exchange Commission (CM VM ))
(4) Company fully controlled by M anuel Fino, SGPS, S.A..
(5) As foreseen in article 20 of the Portuguese Securities Code.
(6) Shares only imputed once in the calculation of the position of M etalúrgica Galaica, S.A..
As set forth in article 447º of the Portuguese Commercial Code and CMVM's (Portuguese Securities Commission) Regulation no. 5/2008, follow the 2009 CIMPOR shares trade belonging to:
| 2009 Trading | ||||||
|---|---|---|---|---|---|---|
| Shareholders | No.of Shares 31-12-2008 |
No.of Shares 31-12-2009 |
Acquisitions | Disposals | Price € |
Date |
| Ricardo Manuel Simões Bayão Horta | 106,550 | |||||
| 106,550 | ||||||
| Luis Eduardo da Silva Barbosa | 3,820 | 3,820 | ||||
| Vicente Arias Mosquera | 2,200 | 2,200 | ||||
| José Manuel Baptista Fino | 1,050 | 1,050 | ||||
| José Enrique Freire Arteta | 1,130 | |||||
| 1,130 | ||||||
| Jorge Manuel Tavares Salavessa Moura | 250 | |||||
| 40,000 | 2.850 | 01-Jun | ||||
| 0 | 40,250 | 5.390 | 31-Jul | |||
| Luís Filipe Sequeira Martins | 172,860 | |||||
| 25,000 | 2.850 | 01-Jun | ||||
| 197,860 | ||||||
| Manuel Luis Barata de Faria Blanc | 396,860 | |||||
| 25,000 | 2.850 | 01-Jun between July 10 |
||||
| 205,000 | 5.118(2) | and 14 | ||||
| 216,860 | ||||||
| António Carlos Custódio Morais Varela | 25,000(3) | 25,000 | ||||
| Pedro Maria Calainho Teixeira Duarte | 860,990 | |||||
| 905,990(1 ) |
45,000 | 2.850 | 01-Jun |
| Jacques Lefèvre | 3,320 | ||||
|---|---|---|---|---|---|
| 3,320(4) | |||||
| Jean Carlos Angulo | 7,080 | ||||
| 7,080(4) | |||||
| Jaime de Macedo Santos Bastos | 26,650 | ||||
| 26,650 | |||||
| (1) On the date of his termination of office as member of the Board of Directors (30-09-2009). |
(2) Average prices.
(3) On the date of his appointment as member of the Borad of Directors (13-05-2009).
(4) On the date of his termination of office as member of the Board of Directors (13-05-2009).
| 2009 Trading | ||||||
|---|---|---|---|---|---|---|
| Shareholders | No. of Shares 31-12-2008 |
No. of Shares 31-12-2009 |
Acquisitions | Disposals | Price € |
Date |
| Alexandre Roncon Garcez de Lencastre | 59,480 | |||||
| 1,380 | 3,263 | 14-May | ||||
| 6,200 | 2.850 | 01-Jun | ||||
| 67,060 | ||||||
| Álvaro João Serra Nazaré | 19,870 | |||||
| 1,580 | 3.263 | 14-May | ||||
| 3,700 | 2,850 | 01-Jun | ||||
| 25,150 | ||||||
| Álvaro Nunes Gomes | 15,650 | |||||
| 2,400 | 2.850 | 01-Jun | ||||
| 18,050 | ||||||
| Angel Longarela Pena | 22,680 | |||||
| 2,550 | 3.263 | 14-May | ||||
| 2,500 | 2.850 | 01-Jun | ||||
| 725 | 4.900 | 16-Jun | ||||
| 24,505 | 4.900 | 17-Jun | ||||
| 2,500 | ||||||
| Duarte Nuno Ferreira Marques da Silva | 23,160 | |||||
| 2,010 | 3.263 | 14-May | ||||
| 2,500 | 2.850 | 01-Jun | ||||
| 27,670 |
| 2009 Trading | ||||||
|---|---|---|---|---|---|---|
| Shareholders | No. of Shares 31-12-2008 |
No. of Shares 31-12-2009 |
Acquisitions | Disposals | Price € |
Date |
| Eduardo Guedes Duarte | 25,570 | |||||
| 2,550 | 3.263 | 14-May | ||||
| 28,120 | 4.800 | 26-May | ||||
| 5,100 | 2.850 | 01-Jun | ||||
| 212 | 5.722 | 17-Sep | ||||
| 6 | 5.722 | 17-Sep | ||||
| 45 | 5.720 | 17-Sep | ||||
| 4,369 | 5.720 | 17-Sep | ||||
| 400 | 5.720 | 17-Sep | ||||
| 0 | 68 | 5.720 | 17-Sep | |||
| Fernando Santos Plaza | 34,150 | |||||
| 1,100 | 3.263 | 14-May | ||||
| 3,200 | 2.850 | 01-Jun | ||||
| 5,000 | 5.000 | 09-Jun | ||||
| 33,450 | ||||||
| João Sande e Castro Salgado | 21,250 | |||||
| 1,340 | 3.263 | 14-May | ||||
| 5,000 | 4.885 | 01-Jun | ||||
| 3,300 | 2.850 | 01-Jun | ||||
| 9,500 | 5.350 | 03-Jul | ||||
| 11,390 | ||||||
| Jorge Manuel Afonso Esteves dos Reis | 24,840 | |||||
| 5,000 | 4.500 | 17-Apr | ||||
| 1,380 | 3.263 | 14-May | ||||
| 1,220 | 4.700 | 19-May | ||||
| 3,600 | 2.850 | 01-Jun | ||||
| 23,600 | ||||||
| Sara Marques Steiger Garção Esteves dos Reis(1) | 1,645 | |||||
| 310 | 3.263 | 14-May | ||||
| 1,955 | ||||||
| José Augusto Bras Chaves | 95,500 | |||||
| 1,980 | 3.263 | 14-May | ||||
| 6,800 | 2.850 | 01-Jun | ||||
| 104,280 |
| 2009 Trading | ||||||
|---|---|---|---|---|---|---|
| Shareholders | No. of Shares 31-12-08 |
No. of Shares 31-12-2009 |
Acquisitions | Disposals | Price € |
Date |
| Pedro Manuel de Freitas Pires Marques | 15,700 | |||||
| 1,280 | 3.263 | 14-May | ||||
| 2,700 | 2.850 | 01-Jun | ||||
| 19,680 | ||||||
| Sérgio José Alves de Almeida | 24,661 | |||||
| 1,150 | 3.263 | 14-May | ||||
| 2,400 | 2.850 | 01-Jun | ||||
| 5,211 | 4.900 | 18-Jun | ||||
| 23,000 | ||||||
| Valter Garbinatto de Albuquerque | 2,870 | |||||
| 4,870 | 2,000 | 2.850 | 01-Jun | |||
| Victor Manuel de Barros Albuquerque | 3,000(2) |
(1) Person closely related with Jorge Manuel Afonso Esteves dos Reis, manager of the group
(2) On the date of his inclusion on the list forseen on article 15 of the CMVM's (Portuguese Securities Commission) Regulation no. 5/2008 (31-12-2009).
Bonds issued by CIMPOR Financial Operations, BV(1) (CIMPPL 4,5 27/05/2011)
| 2009 Trading | ||||||
|---|---|---|---|---|---|---|
| Name | No. of Bonds 31-12-2008 |
No. of Bonds 31-12-2009 |
Acquisitions | Face Value € |
Price | Date |
| Luís Miguel da Silveira Ribeiro Vaz | 0(2) | 500 | 1.000 | 97,75% | 03-Jun | |
| 500 | ||||||
| Ricardo Manuel Simões Bayão Horta | 0 | 200 | 1.000 | 100,40% | 14-Jul | |
| 200 |
(1) Company fully controlled by CIMPOR - Cimentos de Portugal, SGPS, S.A.
(2) On the date of his appointment as member of the Board of Directors (13-05-2009).
| 2009 Trading | ||||||
|---|---|---|---|---|---|---|
| Shareholders | No. of Shares 31-12-08 |
No. of Shares 31-12-09 |
Acquisitions | Disposals | Unit Price € |
Date |
| Pacim –SGPS, SA (1) | 2,610,000 | |||||
| 2,610,000 | ||||||
| Pasim – Sociedade Imobiliária, S.A. (1) | 1,000,000 | |||||
| 1,000,000 | ||||||
| Investifino – Investimentos e Participações, SGPS, S.A. (2) | 136,140,000 | |||||
| 64,406,000 | 4.750 | 16-Feb | ||||
| 71,734,000 | ||||||
| Atlansider, SGPS, S.A. (3) | 44,804,844 | |||||
| 1,404,324 | 5.658 (4) | between July 30 and |
||||
| October 21 | ||||||
| 43,400,520 | ||||||
| Caxalp, SGPS, Lda. (5) | 1,254,633 | |||||
| 45,367 | 5.343 (4) | between | ||||
| 341,084 | 6.468 (4) | July 31 and December 30 |
||||
| 958,916 | ||||||
| Caixa Geral de Depósitos, S.A. | 64,419,376 (6) | 45,799 | 5.104 (4) | between | ||
| 10,590 | 5.560 (4) | May 21 and 18 December (6) |
||||
| 64,454,585 | ||||||
| Parcaixa, SGPS, S.A. | 0 (6) | |||||
| between May 26 and |
||||||
| 88,870 | 5.504 (4) | December 3 | ||||
| 217 | 5.600 | 29-Sep | ||||
| 88,653 | ||||||
| Caixa-Banco de Investimento, S.A. | 0 (6) | |||||
| 14,000 | 4.946 (4) | between August 19 |
||||
| 14,000 | (4) 5.225 |
and 24 | ||||
| 0 |
(1) Pedro Maria Calaínho Teixeira Duarte, as member of the Board of Directors and majority shareholder on the date of his termination of office as member of the Board of Directors of CIMPOR (30-09-2009).
(2) José Manuel Baptista Fino, as member of the Board of Directors.
(3) José Enrique Freire Arteta as member of the Board of Directors and Ricardo Bayão Horta as member of the Board of Directors until the date of his termination of office (2-11-2009).
(4) Average Prices. Detailed information regarding these transactions is disclosed in annex to this report.
(5) Jorge Manuel Tavares Salavessa Moura, as managing partner.
(6) On 13-05-2009, appointment date of Jorge Humberto Correia Tomé as member of the Board of Directors of CIMPOR.
N ot a s:
Shares encumbrance:
| 2009 | ||||||
|---|---|---|---|---|---|---|
| Shareholders | No. of Shares 31-12-2008 |
No. of Shares 31-12-2009 |
Encumbrance | Unencumbrance | Date | |
| Investifino – Investimentos e Participações, S.G.P.S (1) | 136,140,000 | |||||
| 64,406,000 | 16-Feb | |||||
| 71,734,000 | ||||||
Note:
(1) José Manuel Baptista Fino, as member of the Board of Directors.
| Date | Unit.Price € |
Quantity | Date | Unit.Price | |
|---|---|---|---|---|---|
| 13-Jul | 5.100 | 895 | 14-Jul | 5.130 | 813 |
| 13-Jul | 5.100 | 895 | 14-Jul | 5.140 | 873 |
| 13-Jul | 5.100 | 895 | 14-Jul | 5.130 | 900 |
| 13-Jul | 5.100 | 895 | 14-Jul | 5.134 | 903 |
| 13-Jul | 5.100 | 895 | 14-Jul | 5.120 | 914 |
| 13-Jul | 5.100 | 895 | 14-Jul | 5.140 | 931 |
| 13-Jul | 5.100 | 895 | 14-Jul | 5.120 | 970 |
| 13-Jul | 5.100 | 895 | 14-Jul | 5.140 | 986 |
| 13-Jul | 5.100 | 895 | 14-Jul | 5.140 | 986 |
| 13-Jul | 5.100 | 1,200 | 14-Jul | 5.114 | 1,000 |
| 13-Jul | 5.100 | 1,223 | 14-Jul | 5.120 | 1,007 |
| 13-Jul | 5.100 | 1,223 | 14-Jul | 5.130 | 1,062 |
| 13-Jul | 5.100 | 1,223 | 14-Jul | 5.145 | 1,073 |
| 13-Jul | 5.100 | 1,223 | 14-Jul | 5.140 | 1,109 |
| 13-Jul | 5.100 | 1,223 | 14-Jul | 5.119 | 1,120 |
| 13-Jul | 5.100 | 1,223 | 14-Jul | 5.150 | 1,183 |
| 13-Jul | 5.100 | 1,223 | 14-Jul | 5.120 | 1,200 |
| 13-Jul | 5.100 | 1,244 | 14-Jul | 5.120 | 1,200 |
| 13-Jul | 5.100 | 3,759 | 14-Jul | 5.145 | 1,255 |
| Unit.Price € |
Quantity | Date | Unit.Price € |
Quantity | Date | Unit.Price € |
Quantity | |
|---|---|---|---|---|---|---|---|---|
| 10-Jul | 5.145 | 2,628 | 14-Jul | 5.120 | 21 | 14-Jul | 5.120 | 1,395 |
| 10-Jul | 5.140 | 6,000 | 14-Jul | 5.140 | 70 | 14-Jul | 5.130 | 1,457 |
| 10-Jul | 5.135 | 20,000 | 14-Jul | 5.119 | 73 | 14-Jul | 5.120 | 1,466 |
| 13-Jul | 5.100 | 6 | 14-Jul | 5.134 | 86 | 14-Jul | 5.130 | 1,500 |
| 13-Jul | 5.100 | 18 | 14-Jul | 5.134 | 97 | 14-Jul | 5.140 | 1,514 |
| 13-Jul | 5.100 | 79 | 14-Jul | 5.131 | 113 | 14-Jul | 5.140 | 1,573 |
| 13-Jul | 5.100 | 167 | 14-Jul | 5.140 | 153 | 14-Jul | 5.119 | 1,606 |
| 13-Jul | 5.100 | 200 | 14-Jul | 5.140 | 157 | 14-Jul | 5.120 | 1,693 |
| 13-Jul | 5.100 | 205 | 14-Jul | 5.134 | 162 | 14-Jul | 5.120 | 1,757 |
| 13-Jul | 5.100 | 290 | 14-Jul | 5.131 | 5 | 14-Jul | 5.120 | 1,757 |
| 13-Jul | 5.100 | 296 | 14-Jul | 5.123 | 7 | 14-Jul | 5.120 | 1,757 |
| 13-Jul | 5.100 | 296 | 14-Jul | 5.145 | 172 | 14-Jul | 5.120 | 1,757 |
| 13-Jul | 5.100 | 305 | 14-Jul | 5.134 | 200 | 14-Jul | 5.130 | 1,786 |
| 13-Jul | 5.100 | 339 | 14-Jul | 5.140 | 238 | 14-Jul | 5.120 | 1,831 |
| 13-Jul | 5.100 | 372 | 14-Jul | 5.140 | 342 | 14-Jul | 5.131 | 1,861 |
| 13-Jul | 5.100 | 506 | 14-Jul | 5.125 | 400 | 14-Jul | 5.131 | 1,887 |
| 13-Jul | 5.100 | 511 | 14-Jul | 5.140 | 427 | 14-Jul | 5.130 | 1,902 |
| 13-Jul | 5.100 | 542 | 14-Jul | 5.140 | 458 | 14-Jul | 5.120 | 2,000 |
| 13-Jul | 5.100 | 556 | 14-Jul | 5.125 | 500 | 14-Jul | 5.123 | 2,000 |
| 13-Jul | 5.100 | 599 | 14-Jul | 5.120 | 526 | 14-Jul | 5.130 | 2,000 |
| 13-Jul | 5.100 | 605 | 14-Jul | 5.140 | 534 | 14-Jul | 5.140 | 2,007 |
| 13-Jul | 5.100 | 612 | 14-Jul | 5.120 | 545 | 14-Jul | 5.120 | 2,178 |
| 13-Jul | 5.100 | 681 | 14-Jul | 5.120 | 581 | 14-Jul | 5.123 | 2,203 |
| 13-Jul | 5.100 | 687 | 14-Jul | 5.140 | 581 | 14-Jul | 5.130 | 2,314 |
| 13-Jul | 5.100 | 695 | 14-Jul | 5.130 | 600 | 14-Jul | 5.119 | 2,927 |
| 13-Jul | 5.100 | 845 | 14-Jul | 5.134 | 638 | 14-Jul | 5.120 | 2,980 |
| 13-Jul | 5.100 | 874 | 14-Jul | 5.120 | 660 | 14-Jul | 5.160 | 3,000 |
| 13-Jul | 5.100 | 877 | 14-Jul | 5.131 | 745 | 14-Jul | 5.160 | 3,817 |
| 13-Jul | 5.100 | 895 | 14-Jul | 5.140 | 758 | 14-Jul | 5.108 | 10,000 |
| 13-Jul | 5.100 | 895 | 14-Jul | 5.123 | 797 | 14-Jul | 5.100 | 12,846 |
| 13-Jul | 5.100 | 895 | 14-Jul | 5.140 | 803 | 14-Jul | 5.100 | 30,000 |
| 13-Jul | 5.100 | 895 | 14-Jul | 5.130 | 813 | |||
| 13-Jul | 5.100 | 895 | 14-Jul | 5.140 | 873 | |||
| 13-Jul | 5.100 | 895 | 14-Jul | 5.130 | 900 | |||
| 13-Jul | 5.100 | 895 | 14-Jul | 5.134 | 903 | |||
| 13-Jul | 5.100 | 895 | 14-Jul | 5.120 | 914 | |||
| 13-Jul | 5.100 | 895 | 14-Jul | 5.140 | 931 | |||
| 13-Jul | 5.100 | 895 | 14-Jul | 5.120 | 970 | |||
| 13-Jul | 5.100 | 895 | 14-Jul | 5.140 | 986 | |||
| 13-Jul | 5.100 | 895 | 14-Jul | 5.140 | 986 | |||
| 13-Jul | 5.100 | 1,200 | 14-Jul | 5.114 | 1,000 | |||
| 13-Jul | 5.100 | 1,223 | 14-Jul | 5.120 | 1,007 | |||
| 13-Jul | 5.100 | 1,223 | 14-Jul | 5.130 | 1,062 | |||
| 13-Jul | 5.100 | 1,223 | 14-Jul | 5.145 | 1,073 | |||
| 13-Jul | 5.100 | 1,223 | 14-Jul | 5.140 | 1,109 | |||
| 13-Jul | 5.100 | 1,223 | 14-Jul | 5.119 | 1,120 | |||
| 13-Jul | 5.100 | 1,223 | 14-Jul | 5.150 | 1,183 | |||
| 13-Jul | 5.100 | 1,223 | 14-Jul | 5.120 | 1,200 | |||
| 13-Jul | 5.100 | 1,244 | 14-Jul | 5.120 | 1,200 | |||
| 13-Jul | 5.100 | 3,759 | 14-Jul | 5.145 | 1,255 |
| Unit.Price € |
Quantity | |
|---|---|---|
| Date | Unit.Price € |
Quantity | Date |
|---|---|---|---|
| Unit.Price € |
Quantity | Date | Unit.Price € |
Quantity | Date | Unit.Price € |
Quantity | Date | Unit.Price € |
Quantity | Date | Unit.Price € |
Quantity | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 30-Jul | 5.312 | 209 | 30-Jul | 5.320 | 856 | 18-Sep | 5.715 | 700 | 18-Sep | 5.705 | 392 | 18-Sep | 5.722 | 2,267 |
| 30-Jul | 5.312 | 1,700 | 3-Ago | 5.358 | 1,221 | 18-Sep | 5.715 | 65 | 18-Sep | 5.705 | 108 | 18-Sep | 5.722 | 3,988 |
| 30-Jul | 5.312 | 29 | 3-Ago | 5.358 | 841 | 18-Sep | 5.715 | 372 | 18-Sep | 5.705 | 239 | 18-Sep | 5.722 | 31,913 |
| 30-Jul | 5.306 | 79 | 3-Ago | 5.358 | 7 | 18-Sep | 5.715 | 1,016 | 18-Sep | 5.705 | 392 | 18-Sep | 5.722 | 1,599 |
| 30-Jul | 5.305 | 41 | 3-Ago | 5.358 | 7 | 18-Sep | 5.715 | 700 | 18-Sep | 5.705 | 108 | 18-Sep | 5.722 | 164 |
| 30-Jul | 5.300 | 1,602 | 3-Ago | 5.358 | 1,120 | 18-Sep | 5.715 | 139 | 18-Sep | 5.705 | 404 | 18-Sep | 5.722 | 1,138 |
| 30-Jul | 5.300 | 1,105 | 3-Ago | 5.358 | 2,000 | 18-Sep | 5.715 | 65 | 18-Sep | 5.705 | 144 | 18-Sep | 5.722 | 48 |
| 30-Jul | 5.300 | 617 | 3-Ago | 5.358 | 4,804 | 18-Sep | 5.715 | 580 | 18-Sep | 5.705 | 283 | 18-Sep | 5.722 | 389 |
| 30-Jul | 5.300 | 470 | 3-Ago | 5.365 | 400 | 18-Sep | 5.715 | 139 | 18-Sep | 5.705 | 73 | 18-Sep | 5.722 | 53 |
| 30-Jul | 5.300 | 1,698 | 3-Ago | 5.301 | 1,000 | 18-Sep | 5.715 | 65 | 18-Sep | 5.705 | 71 | 18-Sep | 5.722 | 708 |
| 30-Jul | 5.300 | 24 | 3-Ago | 5.300 | 800 | 18-Sep | 5.715 | 138 | 18-Sep | 5.705 | 430 | 25-Sep | 5.505 | 1,000 |
| 30-Jul | 5.300 | 890 | 3-Ago | 5.300 | 1,000 | 18-Sep | 5.715 | 65 | 18-Sep | 5.705 | 70 | 25-Sep | 5.510 | 1,000 |
| 30-Jul | 5.300 | 1,722 | 3-Ago | 5.305 | 41 | 18-Sep | 5.715 | 139 | 18-Sep | 5.705 | 360 | 25-Sep | 5.520 | 94 |
| 30-Jul | 5.300 | 4,092 | 3-Ago | 5.304 | 5,000 | 18-Sep | 5.715 | 700 | 18-Sep | 5.705 | 253 | 25-Sep | 5.520 | 540 |
| 30-Jul | 5.300 | 18 | 3-Ago | 5.301 | 100 | 18-Sep | 5.715 | 65 | 18-Sep | 5.705 | 190 | 25-Sep | 5.520 | 366 |
| 30-Jul | 5.300 | 92 | 3-Ago | 5.300 | 1,000 | 18-Sep | 5.715 | 139 | 18-Sep | 5.705 | 57 | 25-Sep | 5.525 | 1,652 |
| 30-Jul | 5.300 | 680 | 17-Sep | 5.800 | 1,279 | 18-Sep | 5.715 | 65 | 18-Sep | 5.705 | 84 | 25-Sep | 5.525 | 1,000 |
| 30-Jul | 5.300 | 950 | 17-Sep | 5.795 | 4,600 | 18-Sep | 5.715 | 985 | 18-Sep | 5.705 | 342 | 25-Sep | 5.525 | 348 |
| 30-Jul | 5.300 | 920 | 17-Sep | 5.795 | 19 | 18-Sep | 5.720 | 591 | 18-Sep | 5.705 | 188 | 25-Sep | 5.525 | 7 |
| 30-Jul | 5.300 | 1,200 | 17-Sep | 5.795 | 381 | 18-Sep | 5.720 | 200 | 18-Sep | 5.705 | 812 | 25-Sep | 5.520 | 1,000 |
| 30-Jul | 5.300 | 1,200 | 17-Sep | 5.795 | 5,000 | 18-Sep | 5.720 | 1,074 | 18-Sep | 5.705 | 1,655 | 25-Sep | 5.518 | 1,096 |
| 30-Jul | 5.300 | 1,536 | 17-Sep | 5.800 | 752 | 18-Sep | 5.720 | 65 | 18-Sep | 5.705 | 308 | 25-Sep | 5.518 | 1,000 |
| 30-Jul | 5.300 | 1,064 | 17-Sep | 5.800 | 469 | 18-Sep | 5.715 | 40 | 18-Sep | 5.705 | 337 | 25-Sep | 5.518 | 125 |
| 30-Jul | 5.312 | 362 | 17-Sep | 5.799 | 34 | 18-Sep | 5.715 | 270 | 18-Sep | 5.705 | 39 | 25-Sep | 5.518 | 279 |
| 30-Jul | 5.312 | 179 | 17-Sep | 5.795 | 4,275 | 18-Sep | 5.715 | 361 | 18-Sep | 5.703 | 161 | 25-Sep | 5.520 | 1,000 |
| 30-Jul | 5.312 | 16 | 17-Sep | 5.795 | 533 | 18-Sep | 5.715 | 766 | 18-Sep | 5.700 | 1,000 | 25-Sep | 5.520 | 1,500 |
| 30-Jul | 5.312 | 1,358 | 17-Sep | 5.795 | 192 | 18-Sep | 5.703 | 1,272 | 18-Sep | 5.704 | 495 | 25-Sep | 5.525 | 2,500 |
| 30-Jul | 5.312 | 564 | 17-Sep | 5.799 | 1,809 | 18-Sep | 5.703 | 2,345 | 18-Sep | 5.704 | 332 | 25-Sep | 5.500 | 921 |
| 30-Jul | 5.312 | 362 | 17-Sep | 5.799 | 657 | 18-Sep | 5.703 | 1,383 | 18-Sep | 5.704 | 172 | 25-Sep | 5.500 | 300 |
| 30-Jul | 5.312 | 443 | 17-Sep | 5.793 | 20,000 | 18-Sep | 5.703 | 72 | 18-Sep | 5.704 | 1,501 | 25-Sep | 5.500 | 1,000 |
| 30-Jul | 5.312 | 156 | 17-Sep | 5.795 | 736 | 18-Sep | 5.703 | 928 | 18-Sep | 5.700 | 11 | 25-Sep | 5.500 | 2,000 |
| 30-Jul | 5.312 | 1,500 | 17-Sep | 5.795 | 486 | 18-Sep | 5.702 | 856 | 18-Sep | 5.700 | 333 | 25-Sep | 5.500 | 1,000 |
| 30-Jul | 5.312 | 644 | 17-Sep | 5.795 | 3,778 | 18-Sep | 5.700 | 100 | 18-Sep | 5.700 | 259 | 25-Sep | 5.500 | 900 |
| 30-Jul | 5.312 | 856 | 18-Sep | 5.712 | 700 | 18-Sep | 5.700 | 44 | 18-Sep | 5.700 | 1,474 | 25-Sep | 5.500 | 1,000 |
| 30-Jul | 5.312 | 1,500 | 18-Sep | 5.710 | 1,578 | 18-Sep | 5.700 | 956 | 18-Sep | 5.700 | 1,532 | 25-Sep | 5.500 | 500 |
| 30-Jul | 5.312 | 122 | 18-Sep | 5.710 | 222 | 18-Sep | 5.700 | 44 | 18-Sep | 5.700 | 598 | 25-Sep | 5.500 | 455 |
| 30-Jul | 5.320 | 3,004 | 18-Sep | 5.714 | 700 | 18-Sep | 5.700 | 1,762 | 18-Sep | 5.700 | 293 | 25-Sep | 5.500 | 1,924 |
| 30-Jul | 5.320 | 1,411 | 18-Sep | 5.712 | 700 | 18-Sep | 5.700 | 738 | 18-Sep | 5.717 | 293 | 25-Sep | 5.500 | 2,221 |
| 30-Jul | 5.320 | 585 | 18-Sep | 5.710 | 1,100 | 18-Sep | 5.710 | 588 | 18-Sep | 5.717 | 384 | 28-Sep | 5.525 | 2,500 |
| 30-Jul | 5.320 | 279 | 18-Sep | 5.715 | 138 | 18-Sep | 5.710 | 588 | 18-Sep | 5.700 | 189 | 28-Sep | 5.530 | 2,500 |
| 30-Jul | 5.320 | 3,000 | 18-Sep | 5.715 | 131 | 18-Sep | 5.710 | 628 | 18-Sep | 5.700 | 1,011 | 28-Sep | 5.540 | 732 |
| 30-Jul | 5.320 | 1,721 | 18-Sep | 5.715 | 857 | 18-Sep | 5.710 | 20 | 18-Sep | 5.700 | 707 | 28-Sep | 5.540 | 732 |
| 30-Jul | 5.321 | 1,892 | 18-Sep | 5.715 | 499 | 18-Sep | 5.710 | 676 | 18-Sep | 5.700 | 1,080 | 28-Sep | 5.540 | 733 |
| 30-Jul | 5.321 | 1,030 | 18-Sep | 5.715 | 139 | 18-Sep | 5.710 | 242 | 18-Sep | 5.700 | 120 | 28-Sep | 5.540 | 303 |
| 30-Jul | 5.321 | 2,703 | 18-Sep | 5.715 | 583 | 18-Sep | 5.710 | 655 | 18-Sep | 5.700 | 1,104 | 28-Sep | 5.508 | 1,000 |
| 30-Jul | 5.320 | 1,851 | 18-Sep | 5.715 | 153 | 18-Sep | 5.710 | 103 | 18-Sep | 5.700 | 112 | 28-Sep | 5.549 | 1,500 |
| 30-Jul | 5.320 | 571 | 18-Sep | 5.715 | 100 | 18-Sep | 5.700 | 1,063 | 18-Sep | 5.710 | 379 | 28-Sep | 5.550 | 724 |
| 30-Jul | 5.320 | 1,530 | 18-Sep | 5.715 | 200 | 18-Sep | 5.700 | 515 | 18-Sep | 5.722 | 1,952 | 28-Sep | 5.550 | 400 |
| 30-Jul | 5.320 | 1,048 | 18-Sep | 5.715 | 924 | 18-Sep | 5.700 | 55 | 18-Sep | 5.722 | 36 | 28-Sep | 5.550 | 1,376 |
| 30-Jul | 5.320 | 3,003 | 18-Sep | 5.715 | 139 | 18-Sep | 5.705 | 500 | 18-Sep | 5.722 | 366 | 28-Sep | 5.500 | 3,571 |
| Unit.Price € |
Quantity | Date | |
|---|---|---|---|
| Unit.Price € |
Quantity | Date |
|---|---|---|
| Unit.Price € |
Quantity |
|---|---|
| Date | Unit.Price € |
Quantity | Date | Unit.Price € |
Quantity | Date | Unit.Price € |
Quantity | Date | Unit.Price € |
Quantity | Date | Unit.Price € |
Quantity | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 28-Sep | 5.500 | 429 | 28-Sep | 5.515 | 295 | 29-Sep | 5.590 | 816 | 30-Sep | 5.614 | 1,000 | 30-Sep | 5.637 | 561 | |
| 28-Sep | 5.511 | 1,000 | 28-Sep | 5.500 | 500 | 29-Sep | 5.590 | 30 | 30-Sep | 5.614 | 501 | 30-Sep | 5.637 | 376 | |
| 28-Sep | 5.510 | 1,000 | 28-Sep | 5.500 | 500 | 29-Sep | 5.590 | 13 | 30-Sep | 5.645 | 1,500 | 30-Sep | 5.635 | 1,472 | |
| 28-Sep | 5.530 | 1,353 | 28-Sep | 5.500 | 180 | 29-Sep | 5.590 | 9 | 30-Sep | 5.655 | 1,500 | 30-Sep | 5.634 | 407 | |
| 28-Sep | 5.530 | 632 | 28-Sep | 5.500 | 1,500 | 29-Sep | 5.585 | 15 | 30-Sep | 5.658 | 2,500 | 30-Sep | 5.630 | 444 | |
| 28-Sep | 5.530 | 515 | 28-Sep | 5.500 | 200 | 29-Sep | 5.585 | 1,611 | 30-Sep | 5.683 | 1,019 | 30-Sep | 5.630 | 1,000 | |
| 28-Sep | 5.535 | 1,875 | 28-Sep | 5.500 | 1,000 | 29-Sep | 5.585 | 874 | 30-Sep | 5.683 | 481 | 30-Sep | 5.659 | 934 | |
| 28-Sep | 5.535 | 267 | 28-Sep | 5.523 | 105 | 29-Sep | 5.590 | 1,392 | 30-Sep | 5.695 | 2 | 30-Sep | 5.641 | 966 | |
| 28-Sep | 5.535 | 358 | 28-Sep | 5.523 | 200 | 29-Sep | 5.590 | 1,000 | 30-Sep | 5.695 | 1,087 | 30-Sep | 5.661 | 3,298 | |
| 28-Sep | 5.559 | 359 | 28-Sep | 5.523 | 200 | 29-Sep | 5.592 | 1,099 | 30-Sep | 5.695 | 1,413 | 30-Sep | 5.661 | 1,532 | |
| 28-Sep | 5.559 | 348 | 28-Sep | 5.523 | 435 | 29-Sep | 5.571 | 784 | 30-Sep | 5.695 | 1,089 | 30-Sep | 5.661 | 70 | |
| 28-Sep | 5.550 | 1,100 | 28-Sep | 5.503 | 2,000 | 29-Sep | 5.570 | 44 | 30-Sep | 5.695 | 1,409 | 30-Sep | 5.660 | 14 | |
| 28-Sep | 5.533 | 131 | 28-Sep | 5.500 | 1,065 | 29-Sep | 5.567 | 88 | 30-Sep | 5.709 | 1,200 | 30-Sep | 5.660 | 2,500 | |
| 28-Sep | 5.533 | 903 | 28-Sep | 5.500 | 1,199 | 29-Sep | 5.561 | 845 | 30-Sep | 5.709 | 1,200 | 30-Sep | 5.645 | 11,510 | |
| 28-Sep | 5.533 | 3,966 | 28-Sep | 5.500 | 621 | 29-Sep | 5.560 | 655 | 30-Sep | 5.709 | 1,200 | 30-Sep | 5.645 | 3,491 | |
| 28-Sep | 5.540 | 1,100 | 28-Sep | 5.502 | 400 | 29-Sep | 5.585 | 2,153 | 30-Sep | 5.709 | 1,200 | 30-Sep | 5.645 | 2,006 | |
| 28-Sep | 5.540 | 3,361 | 28-Sep | 5.502 | 200 | 29-Sep | 5.562 | 1,000 | 30-Sep | 5.709 | 200 | 30-Sep | 5.645 | 3,197 | |
| 28-Sep | 5.540 | 539 | 28-Sep | 5.501 | 271 | 29-Sep | 5.561 | 900 | 30-Sep | 5.705 | 2,500 | 30-Sep | 5.645 | 4,386 | |
| 28-Sep | 5.550 | 1,100 | 28-Sep | 5.501 | 1,166 | 29-Sep | 5.560 | 5,947 | 30-Sep | 5.700 | 362 | 30-Sep | 5.645 | 5,300 | |
| 28-Sep | 5.550 | 430 | 28-Sep | 5.510 | 5,000 | 29-Sep | 5.590 | 1,100 | 30-Sep | 5.700 | 531 | 1-Oct | 5.673 | 1,021 | |
| 28-Sep | 5.550 | 14 | 28-Sep | 5.510 | 15,000 | 29-Sep | 5.585 | 2,500 | 30-Sep | 5.700 | 1,607 | 1-Oct | 5.673 | 1,000 | |
| 28-Sep | 5.550 | 38 | 29-Sep | 5.600 | 2,500 | 29-Sep | 5.590 | 1,100 | 30-Sep | 5.700 | 1,133 | 1-Oct | 5.679 | 100 | |
| 28-Sep | 5.550 | 45 | 29-Sep | 5.567 | 2,865 | 29-Sep | 5.590 | 1,713 | 30-Sep | 5.700 | 797 | 1-Oct | 5.681 | 4,340 | |
| 28-Sep | 5.550 | 54 | 29-Sep | 5.567 | 135 | 29-Sep | 5.590 | 69 | 30-Sep | 5.700 | 1,133 | 1-Oct | 5.681 | 36 | |
| 28-Sep | 5.550 | 949 | 29-Sep | 5.590 | 2,500 | 29-Sep | 5.590 | 131 | 30-Sep | 5.700 | 807 | 1-Oct | 5.650 | 2,800 | |
| 28-Sep | 5.550 | 1,100 | 29-Sep | 5.600 | 318 | 29-Sep | 5.590 | 587 | 30-Sep | 5.700 | 1,133 | 1-Oct | 5.650 | 1,100 | |
| 28-Sep | 5.550 | 170 | 29-Sep | 5.572 | 82 | 29-Sep | 5.590 | 13 | 30-Sep | 5.700 | 807 | 1-Oct | 5.650 | 922 | |
| 28-Sep | 5.550 | 1,100 | 29-Sep | 5.572 | 1,418 | 29-Sep | 5.590 | 1,087 | 30-Sep | 5.700 | 1,133 | 1-Oct | 5.650 | 88 | |
| 28-Sep | 5.550 | 3,900 | 29-Sep | 5.595 | 1,300 | 29-Sep | 5.590 | 1,700 | 30-Sep | 5.700 | 807 | 1-Oct | 5.650 | 90 | |
| 28-Sep | 5.559 | 393 | 29-Sep | 5.595 | 200 | 29-Sep | 5.596 | 1,500 | 30-Sep | 5.700 | 1,133 | 1-Oct | 5.686 | 898 | |
| 28-Sep | 5.550 | 350 | 29-Sep | 5.583 | 250 | 29-Sep | 5.596 | 381 | 30-Sep | 5.700 | 807 | 1-Oct | 5.686 | 788 | |
| 28-Sep | 5.550 | 750 | 29-Sep | 5.583 | 180 | 29-Sep | 5.596 | 935 | 30-Sep | 5.700 | 310 | 1-Oct | 5.686 | 334 | |
| 28-Sep | 5.550 | 1,479 | 29-Sep | 5.583 | 26 | 29-Sep | 5.600 | 2,182 | 30-Sep | 5.715 | 1,133 | 1-Oct | 5.686 | 395 | |
| 28-Sep | 5.550 | 800 | 29-Sep | 5.582 | 2,544 | 29-Sep | 5.605 | 2,500 | 30-Sep | 5.715 | 3,867 | 1-Oct | 5.689 | 950 | |
| 28-Sep | 5.550 | 300 | 29-Sep | 5.582 | 1,024 | 29-Sep | 5.619 | 2,500 | 30-Sep | 5.720 | 2,500 | 1-Oct | 5.687 | 200 | |
| 28-Sep | 5.550 | 1,321 | 29-Sep | 5.582 | 462 | 29-Sep | 5.605 | 1,192 | 30-Sep | 5.652 | 1,140 | 1-Oct | 5.687 | 12,032 | |
| 28-Sep | 5.559 | 29 | 29-Sep | 5.581 | 1,294 | 29-Sep | 5.603 | 1,190 | 30-Sep | 5.650 | 1,000 | 1-Oct | 5.689 | 100 | |
| 28-Sep | 5.559 | 1,071 | 29-Sep | 5.581 | 1,178 | 29-Sep | 5.602 | 1,750 | 30-Sep | 5.650 | 360 | 1-Oct | 5.689 | 616 | |
| 28-Sep | 5.559 | 2,800 | 29-Sep | 5.580 | 17 | 29-Sep | 5.601 | 452 | 30-Sep | 5.651 | 1,000 | 1-Oct | 5.689 | 953 | |
| 28-Sep | 5.559 | 5 | 29-Sep | 5.580 | 1,025 | 29-Sep | 5.610 | 668 | 30-Sep | 5.651 | 599 | 1-Oct | 5.689 | 347 | |
| 28-Sep | 5.551 | 1,599 | 29-Sep | 5.596 | 184 | 29-Sep | 5.610 | 668 | 30-Sep | 5.650 | 2,041 | 1-Oct | 5.687 | 1,935 | |
| 28-Sep | 5.551 | 1,000 | 29-Sep | 5.567 | 1,292 | 29-Sep | 5.610 | 3,664 | 30-Sep | 5.650 | 360 | 1-Oct | 5.687 | 565 | |
| 28-Sep | 5.550 | 2,401 | 29-Sep | 5.566 | 1,790 | 29-Sep | 5.600 | 1,778 | 30-Sep | 5.666 | 886 | 1-Oct | 5.678 | 1,834 | |
| 28-Sep | 5.559 | 3,495 | 29-Sep | 5.566 | 500 | 29-Sep | 5.600 | 1,750 | 30-Sep | 5.666 | 93 | 1-Oct | 5.679 | 100 | |
| 28-Sep | 5.557 | 1,320 | 29-Sep | 5.566 | 1,361 | 29-Sep | 5.600 | 1,472 | 30-Sep | 5.665 | 373 | 1-Oct | 5.680 | 137 | |
| 28-Sep | 5.557 | 249 | 29-Sep | 5.565 | 57 | 29-Sep | 5.625 | 2,751 | 30-Sep | 5.665 | 1,353 | 1-Oct | 5.680 | 807 | |
| 28-Sep | 5.551 | 1,801 | 29-Sep | 5.590 | 98 | 29-Sep | 5.600 | 201 | 30-Sep | 5.650 | 2,295 | 1-Oct | 5.680 | 623 | |
| 28-Sep | 5.551 | 552 | 29-Sep | 5.590 | 83 | 29-Sep | 5.600 | 12,048 | 30-Sep | 5.640 | 1,000 | 1-Oct | 5.682 | 1,222 | |
| 28-Sep | 5.550 | 1,628 | 29-Sep | 5.590 | 1,460 | 30-Sep | 5.645 | 1,500 | 30-Sep | 5.640 | 500 | 1-Oct | 5.682 | 760 | |
| 28-Sep | 5.550 | 413 | 29-Sep | 5.580 | 5,000 | 30-Sep | 5.615 | 999 | 30-Sep | 5.639 | 36 | 1-Oct | 5.682 | 234 | |
| Date | Unit.Price € |
Quantity | Date | Unit.Price € |
Quantity | Date | Unit.Price € |
Quantity | Date | Unit.Price € |
Quantity | Date | Unit.Price € |
Quantity |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1-Oct | 5.682 | 784 | 7-Oct | 5.606 | 146 | 8-Oct | 5.660 | 1,100 | 9-Oct | 5.665 | 883 | 9-Oct | 5.660 | 127 |
| 1-Oct | 5.656 | 2,650 | 7-Oct | 5.615 | 401 | 8-Oct | 5.650 | 7 | 9-Oct | 5.670 | 1 | 9-Oct | 5.660 | 100 |
| 1-Oct | 5.699 | 2,500 | 7-Oct | 5.615 | 1,602 | 8-Oct | 5.650 | 4,000 | 9-Oct | 5.670 | 166 | 9-Oct | 5.660 | 1 |
| 1-Oct | 5.712 | 513 | 7-Oct | 5.615 | 325 | 8-Oct | 5.650 | 350 | 9-Oct | 5.670 | 163 | 9-Oct | 5.660 | 913 |
| 1-Oct | 5.712 | 1,828 | 7-Oct | 5.615 | 172 | 8-Oct | 5.650 | 643 | 9-Oct | 5.670 | 315 | 9-Oct | 5.660 | 9 |
| 1-Oct | 5.714 | 31 | 7-Oct | 5.620 | 1,927 | 8-Oct | 5.670 | 314 | 9-Oct | 5.670 | 313 | 9-Oct | 5.665 | 916 |
| 1-Oct | 5.714 | 128 | 7-Oct | 5.615 | 2,500 | 8-Oct | 5.670 | 196 | 9-Oct | 5.670 | 313 | 9-Oct | 5.665 | 1,415 |
| 1-Oct | 5.713 | 83 | 7-Oct | 5.605 | 467 | 8-Oct | 5.670 | 152 | 9-Oct | 5.670 | 83 | 9-Oct | 5.665 | 69 |
| 1-Oct | 5.713 | 1,254 | 7-Oct | 5.605 | 2,033 | 8-Oct | 5.670 | 87 | 9-Oct | 5.670 | 21 | 9-Oct | 5.665 | 100 |
| 1-Oct | 5.713 | 663 | 7-Oct | 5.600 | 286 | 8-Oct | 5.670 | 251 | 9-Oct | 5.670 | 62 | 9-Oct | 5.665 | 381 |
| 7-Oct | 5.625 | 15,000 | 7-Oct | 5.600 | 558 | 8-Oct | 5.669 | 54 | 9-Oct | 5.670 | 180 | 9-Oct | 5.665 | 1,588 |
| 7-Oct | 5.645 | 4,000 | 7-Oct | 5.600 | 1,607 | 8-Oct | 5.669 | 152 | 9-Oct | 5.670 | 161 | 9-Oct | 5.665 | 531 |
| 7-Oct | 5.645 | 1,000 | 7-Oct | 5.600 | 49 | 8-Oct | 5.669 | 44 | 9-Oct | 5.670 | 587 | 9-Oct | 5.660 | 29 |
| 7-Oct | 5.635 | 3,000 | 7-Oct | 5.605 | 1,697 | 8-Oct | 5.675 | 99 | 9-Oct | 5.665 | 695 | 9-Oct | 5.660 | 71 |
| 7-Oct | 5.635 | 1,000 | 7-Oct | 5.605 | 803 | 8-Oct | 5.669 | 500 | 9-Oct | 5.665 | 1,705 | 9-Oct | 5.660 | 107 |
| 7-Oct | 5.635 | 1,000 | 7-Oct | 5.600 | 303 | 8-Oct | 5.669 | 2,500 | 9-Oct | 5.668 | 100 | 9-Oct | 5.660 | 2,293 |
| 7-Oct | 5.635 | 2,500 | 7-Oct | 5.600 | 516 | 8-Oct | 5.660 | 168 | 9-Oct | 5.670 | 30 | 9-Oct | 5.650 | 135 |
| 7-Oct | 5.629 | 2,500 | 7-Oct | 5.600 | 515 | 8-Oct | 5.660 | 1,832 | 9-Oct | 5.665 | 346 | 9-Oct | 5.650 | 258 |
| 7-Oct | 5.625 | 2,500 | 7-Oct | 5.600 | 515 | 8-Oct | 5.656 | 723 | 9-Oct | 5.665 | 1,550 | 9-Oct | 5.650 | 2,985 |
| 7-Oct | 5.610 | 3,962 | 7-Oct | 5.600 | 651 | 8-Oct | 5.656 | 1,277 | 9-Oct | 5.665 | 535 | 9-Oct | 5.650 | 429 |
| 7-Oct | 5.610 | 186 | 7-Oct | 5.600 | 906 | 9-Oct | 5.685 | 7,094 | 9-Oct | 5.665 | 675 | 9-Oct | 5.650 | 10 |
| 7-Oct | 5.612 | 600 | 7-Oct | 5.600 | 1,594 | 9-Oct | 5.685 | 611 | 9-Oct | 5.665 | 1,972 | 9-Oct | 5.652 | 51 |
| 7-Oct | 5.612 | 252 | 7-Oct | 5.615 | 2,000 | 9-Oct | 5.685 | 404 | 9-Oct | 5.665 | 4 | 9-Oct | 5.652 | 174 |
| 7-Oct | 5.620 | 4,700 | 7-Oct | 5.620 | 573 | 9-Oct | 5.685 | 4,391 | 9-Oct | 5.665 | 17 | 9-Oct | 5.652 | 96 |
| 7-Oct | 5.620 | 5,000 | 7-Oct | 5.615 | 45 | 9-Oct | 5.678 | 96 | 9-Oct | 5.665 | 65 | 9-Oct | 5.652 | 40 |
| 7-Oct | 5.610 | 488 | 7-Oct | 5.615 | 909 | 9-Oct | 5.678 | 148 | 9-Oct | 5.665 | 111 | 9-Oct | 5.652 | 822 |
| 7-Oct | 5.610 | 659 | 7-Oct | 5.615 | 1,046 | 9-Oct | 5.678 | 6 | 9-Oct | 5.665 | 36 | 9-Oct | 5.665 | 491 |
| 7-Oct | 5.610 | 538 | 7-Oct | 5.615 | 749 | 9-Oct | 5.678 | 85 | 9-Oct | 5.665 | 291 | 9-Oct | 5.665 | 109 |
| 7-Oct | 5.610 | 537 | 7-Oct | 5.615 | 1,211 | 9-Oct | 5.678 | 294 | 9-Oct | 5.665 | 118 | 9-Oct | 5.665 | 109 |
| 7-Oct | 5.610 | 537 | 7-Oct | 5.615 | 1,215 | 9-Oct | 5.678 | 327 | 9-Oct | 5.660 | 3,646 | 9-Oct | 5.665 | 339 |
| 7-Oct | 5.610 | 539 | 7-Oct | 5.617 | 325 | 9-Oct | 5.678 | 774 | 9-Oct | 5.660 | 1,354 | 9-Oct | 5.665 | 228 |
| 7-Oct | 5.610 | 539 | 7-Oct | 5.620 | 2,500 | 9-Oct | 5.678 | 317 | 9-Oct | 5.655 | 2,373 | 9-Oct | 5.665 | 21 |
| 7-Oct | 5.610 | 539 | 7-Oct | 5.600 | 1,966 | 9-Oct | 5.678 | 353 | 9-Oct | 5.650 | 2,128 | 9-Oct | 5.665 | 700 |
| 7-Oct | 5.610 | 624 | 7-Oct | 5.601 | 34 | 9-Oct | 5.678 | 100 | 9-Oct | 5.650 | 62 | 9-Oct | 5.665 | 100 |
| 7-Oct | 5.610 | 422 | 8-Oct | 5.650 | 6,687 | 9-Oct | 5.670 | 456 | 9-Oct | 5.650 | 539 | 9-Oct | 5.665 | 128 |
| 7-Oct | 5.610 | 548 | 8-Oct | 5.650 | 3,313 | 9-Oct | 5.670 | 693 | 9-Oct | 5.650 | 2,065 | 9-Oct | 5.650 | 187 |
| 7-Oct | 5.610 | 548 | 8-Oct | 5.654 | 171 | 9-Oct | 5.670 | 446 | 9-Oct | 5.650 | 206 | 9-Oct | 5.650 | 51 |
| 7-Oct | 5.610 | 385 | 8-Oct | 5.654 | 136 | 9-Oct | 5.670 | 442 | 9-Oct | 5.655 | 259 | 9-Oct | 5.650 | 195 |
| 7-Oct 7-Oct |
5.610 5.610 |
1,033 1,032 |
8-Oct 8-Oct |
5.654 5.650 |
1,132 1,076 |
9-Oct 9-Oct |
5.675 5.675 |
100 363 |
9-Oct 9-Oct |
5.655 5.655 |
1,874 494 |
9-Oct 9-Oct |
5.650 5.650 |
68 7 |
| 7-Oct | 5.610 | 1,032 | 8-Oct | 5.650 | 680 | 9-Oct | 5.671 | 365 | 9-Oct | 5.650 | 4,668 | 9-Oct | 5.650 | 550 |
| 7-Oct | 5.600 | 715 | 8-Oct | 5.650 | 87 | 9-Oct | 5.671 | 411 | 9-Oct | 5.650 | 332 | 9-Oct | 5.650 | 900 |
| 7-Oct | 5.600 | 1,054 | 8-Oct | 5.650 | 465 | 9-Oct | 5.671 | 411 | 9-Oct | 5.665 | 5 | 9-Oct | 5.650 | 900 |
| 7-Oct | 5.600 | 1,256 | 8-Oct | 5.650 | 192 | 9-Oct | 5.671 | 80 | 9-Oct | 5.665 | 1,564 | 9-Oct | 5.653 | 1,688 |
| 7-Oct | 5.600 | 1,117 | 8-Oct | 5.660 | 61 | 9-Oct | 5.671 | 100 | 9-Oct | 5.665 | 365 | 9-Oct | 5.654 | 71 |
| 7-Oct | 5.600 | 858 | 8-Oct | 5.660 | 106 | 9-Oct | 5.671 | 61 | 9-Oct | 5.665 | 566 | 9-Oct | 5.654 | 130 |
| 7-Oct | 5.619 | 2,500 | 8-Oct | 5.660 | 91 | 9-Oct | 5.675 | 322 | 9-Oct | 5.660 | 1,569 | 9-Oct | 5.654 | 100 |
| 7-Oct | 5.610 | 2,500 | 8-Oct | 5.660 | 290 | 9-Oct | 5.675 | 250 | 9-Oct | 5.660 | 66 | 9-Oct | 5.654 | 153 |
| 7-Oct | 5.606 | 99 | 8-Oct | 5.660 | 4 | 9-Oct | 5.675 | 250 | 9-Oct | 5.660 | 1,611 | 9-Oct | 5.665 | 100 |
| 7-Oct | 5.606 | 555 | 8-Oct | 5.660 | 848 | 9-Oct | 5.675 | 250 | 9-Oct | 5.660 | 604 | 9-Oct | 5.665 | 125 |
| Date | Unit.Price € |
Quantity | Date | Unit.Price € |
Quantity | Date | Unit.Price € |
Quantity | Date | Unit.Price € |
Quantity | Date | Unit.Price € |
Quantity |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 9-Oct | 5.665 | 50 | 9-Oct | 5.679 | 12 | 14-Oct 5.689 |
1,000 | 14-Oct | 5.681 | 199 | 14-Oct | 5.683 | 1,000 | |
| 9-Oct | 5.661 | 172 | 9-Oct | 5.679 | 68 | 14-Oct 5.690 |
274 | 14-Oct | 5.681 | 173 | 14-Oct | 5.683 | 5,655 | |
| 9-Oct | 5.664 | 2,116 | 9-Oct | 5.670 | 1 | 14-Oct 5.689 |
1,000 | 14-Oct | 5.680 | 1,164 | 14-Oct | 5.685 | 1,000 | |
| 9-Oct | 5.664 | 87 | 9-Oct | 5.670 | 1,199 | 14-Oct 5.692 |
1,000 | 14-Oct | 5.680 | 123 | 14-Oct | 5.685 | 4,000 | |
| 9-Oct | 5.664 | 125 | 9-Oct | 5.670 | 100 | 14-Oct 5.698 |
1,000 | 14-Oct | 5.680 | 1,992 | 14-Oct | 5.689 | 2,000 | |
| 9-Oct | 5.670 | 42 | 9-Oct | 5.670 | 224 | 14-Oct 5.698 |
2,000 | 14-Oct | 5.680 | 1,325 | 14-Oct | 5.699 | 1,000 | |
| 9-Oct | 5.670 | 100 | 9-Oct | 5.670 | 1,337 | 14-Oct 5.699 |
1,000 | 14-Oct | 5.680 | 900 | 14-Oct | 5.699 | 4,000 | |
| 9-Oct | 5.670 | 100 | 9-Oct | 5.670 | 900 | 14-Oct 5.700 |
2,000 | 14-Oct | 5.679 | 100 | 14-Oct | 5.702 | 126 | |
| 9-Oct | 5.670 | 36 | 9-Oct | 5.670 | 39 | 14-Oct 5.700 |
1,000 | 14-Oct | 5.680 | 500 | 14-Oct | 5.702 | 544 | |
| 9-Oct | 5.670 | 188 | 9-Oct | 5.650 | 2,500 | 14-Oct 5.700 |
1,000 | 14-Oct | 5.680 | 206 | 14-Oct | 5.702 | 330 | |
| 9-Oct | 5.660 | 97 | 12-Oct | 5.677 | 100 | 14-Oct 5.700 |
423 | 14-Oct | 5.680 | 500 | 14-Oct | 5.708 | 2,000 | |
| 9-Oct | 5.660 | 84 | 12-Oct | 5.677 | 2,574 | 14-Oct 5.700 |
577 | 14-Oct | 5.680 | 500 | 14-Oct | 5.720 | 784 | |
| 9-Oct | 5.660 | 59 | 12-Oct | 5.677 | 100 | 14-Oct 5.686 |
10 | 14-Oct | 5.680 | 1 | 14-Oct | 5.720 | 147 | |
| 9-Oct | 5.663 | 1,223 | 12-Oct | 5.677 | 2,326 | 14-Oct 5.684 |
10 | 14-Oct | 5.680 | 426 | 14-Oct | 5.720 | 19 | |
| 9-Oct | 5.663 | 694 | 12-Oct | 5.670 | 900 | 14-Oct 5.684 |
2 | 14-Oct | 5.680 | 74 | 14-Oct | 5.720 | 22 | |
| 9-Oct | 5.663 | 113 | 12-Oct | 5.670 | 16 | 14-Oct 5.663 |
267 | 14-Oct | 5.680 | 500 | 14-Oct | 5.720 | 186 | |
| 9-Oct | 5.663 | 230 | 12-Oct | 5.670 | 518 | 14-Oct 5.663 |
711 | 14-Oct | 5.680 | 547 | 14-Oct | 5.720 | 3,842 | |
| 9-Oct | 5.670 | 66 | 12-Oct | 5.670 | 516 | 14-Oct 5.676 |
10 | 14-Oct | 5.680 | 500 | 15-Oct | 5.780 | 495 | |
| 9-Oct | 5.670 | 109 | 12-Oct | 5.670 | 516 | 14-Oct 5.676 |
18 | 14-Oct | 5.680 | 500 | 15-Oct | 5.780 | 505 | |
| 9-Oct | 5.670 | 54 | 12-Oct | 5.670 | 13 | 14-Oct 5.676 |
42 | 14-Oct | 5.680 | 269 | 15-Oct | 5.708 | 1,402 | |
| 9-Oct | 5.660 | 480 | 12-Oct | 5.670 | 271 | 14-Oct 5.663 |
189 | 14-Oct | 5.680 | 231 | 15-Oct | 5.708 | 1,187 | |
| 9-Oct | 5.650 | 414 | 12-Oct | 5.670 | 650 | 14-Oct 5.662 |
741 | 14-Oct | 5.680 | 246 | 15-Oct | 5.708 | 522 | |
| 9-Oct | 5.650 | 1,393 | 12-Oct | 5.664 | 2,400 | 14-Oct 5.661 |
1,000 | 14-Oct | 5.681 | 1,000 | 15-Oct | 5.708 | 663 | |
| 9-Oct | 5.651 | 75 | 12-Oct | 5.644 | 100 | 14-Oct 5.661 |
1,000 | 14-Oct | 5.680 | 543 | 15-Oct | 5.707 | 275 | |
| 9-Oct | 5.652 | 13 | 14-Oct | 5.690 | 300 | 14-Oct 5.666 |
812 | 14-Oct | 5.680 | 157 | 15-Oct | 5.707 | 1,922 | |
| 9-Oct | 5.652 | 605 | 14-Oct | 5.690 | 700 | 14-Oct 5.666 |
180 | 14-Oct | 5.680 | 93 | 15-Oct | 5.707 | 2,469 | |
| 9-Oct | 5.670 | 4 | 14-Oct | 5.697 | 1,000 | 14-Oct 5.666 |
8 | 14-Oct | 5.680 | 505 | 15-Oct | 5.707 | 560 | |
| 9-Oct | 5.670 | 87 | 14-Oct | 5.698 | 1,000 | 14-Oct 5.665 |
300 | 14-Oct | 5.680 | 195 | 15-Oct | 5.740 | 66 | |
| 9-Oct | 5.670 | 2 | 14-Oct | 5.699 | 213 | 14-Oct 5.665 |
200 | 14-Oct | 5.680 | 507 | 15-Oct | 5.740 | 90 | |
| 9-Oct | 5.670 | 60 | 14-Oct | 5.699 | 113 | 14-Oct 5.665 |
84 | 14-Oct | 5.681 | 1,000 | 15-Oct | 5.740 | 444 | |
| 9-Oct | 5.670 | 87 | 14-Oct | 5.699 | 83 | 14-Oct 5.665 |
416 | 14-Oct | 5.681 | 310 | 15-Oct | 5.740 | 516 | |
| 9-Oct | 5.666 | 107 | 14-Oct | 5.699 | 17 | 14-Oct 5.663 |
1,000 | 14-Oct | 5.681 | 1,000 | 15-Oct | 5.740 | 3 | |
| 9-Oct | 5.666 | 194 | 14-Oct | 5.699 | 446 | 14-Oct 5.664 |
1,000 | 14-Oct | 5.681 | 1,000 | 15-Oct | 5.740 | 14 | |
| 9-Oct | 5.666 | 66 | 14-Oct | 5.699 | 29 | 14-Oct 5.672 |
1,000 | 14-Oct | 5.681 | 750 | 15-Oct | 5.740 | 67 | |
| 9-Oct | 5.666 | 92 | 14-Oct | 5.699 | 99 | 14-Oct 5.665 |
2,000 | 14-Oct | 5.681 | 46 | 15-Oct | 5.740 | 262 | |
| 9-Oct | 5.666 | 60 | 14-Oct | 5.680 | 600 | 14-Oct 5.665 |
1,261 | 14-Oct | 5.683 | 779 | 15-Oct | 5.739 | 1,660 | |
| 9-Oct | 5.667 | 1,007 | 14-Oct | 5.680 | 400 | 14-Oct 5.665 |
739 | 14-Oct | 5.683 | 1,345 | 15-Oct | 5.739 | 1,998 | |
| 9-Oct | 5.668 | 100 | 14-Oct | 5.679 | 226 | 14-Oct 5.666 |
100 | 14-Oct | 5.681 | 1,000 | 15-Oct | 5.739 | 342 | |
| 9-Oct | 5.668 | 874 | 14-Oct | 5.679 | 774 | 14-Oct 5.666 |
900 | 14-Oct | 5.681 | 692 | 15-Oct | 5.739 | 299 | |
| 9-Oct | 5.670 | 37 | 14-Oct | 5.661 | 1,338 | 14-Oct 5.665 |
1,000 | 14-Oct | 5.680 | 1,000 | 15-Oct | 5.739 | 701 | |
| 9-Oct | 5.670 | 21 | 14-Oct | 5.661 | 174 | 14-Oct 5.665 |
1,000 | 14-Oct | 5.680 | 300 | 15-Oct | 5.740 | 600 | |
| 9-Oct | 5.670 | 86 | 14-Oct | 5.661 | 488 | 14-Oct 5.668 |
1,000 | 14-Oct | 5.680 | 700 | 15-Oct | 5.740 | 1,224 | |
| 9-Oct | 5.670 | 40 | 14-Oct | 5.665 | 1,000 | 14-Oct 5.683 |
1,000 | 14-Oct | 5.681 | 880 | 15-Oct | 5.740 | 600 | |
| 9-Oct | 5.670 | 117 | 14-Oct | 5.665 | 1,000 | 14-Oct 5.683 |
1,894 | 14-Oct | 5.681 | 120 | 15-Oct | 5.740 | 4 | |
| 9-Oct | 5.670 | 100 | 14-Oct | 5.675 | 6 | 14-Oct 5.683 |
487 | 14-Oct | 5.681 | 308 | 15-Oct | 5.740 | 13 | |
| 9-Oct | 5.670 | 78 | 14-Oct | 5.675 | 115 | 14-Oct 5.683 |
262 | 14-Oct | 5.683 | 547 | 15-Oct | 5.740 | 583 | |
| 9-Oct | 5.674 | 308 | 14-Oct | 5.675 | 13 | 14-Oct 5.683 |
251 | 14-Oct | 5.680 | 701 | 15-Oct | 5.740 | 355 | |
| 9-Oct | 5.679 | 1,179 | 14-Oct | 5.675 | 866 | 14-Oct 5.683 |
202 | 14-Oct | 5.680 | 1,000 | 15-Oct | 5.740 | 159 | |
| 9-Oct | 5.679 | 341 | 14-Oct | 5.690 | 696 | 14-Oct 5.683 |
19 | 14-Oct | 5.680 | 299 | 15-Oct | 5.740 | 1,949 | |
| 9-Oct | 5.679 | 900 | 14-Oct | 5.690 | 30 | 14-Oct 5.681 |
24 | 14-Oct | 5.683 | 453 | 15-Oct | 5.740 | 51 |
| Date | Unit.Price € |
Quantity | Date | Unit.Price € |
Quantity | Date | Unit.Price € |
Quantity | Date | Unit.Price € |
Quantity | Date | Unit.Price € |
Quantity | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 15-Oct | 5.740 | 1,875 | 15-Oct | 5.726 | 300 | 15-Oct | 5.734 | 104 | 16-Oct | 5.757 | 100 | 16-Oct | 5.750 | 418 | |
| 15-Oct | 5.736 | 222 | 15-Oct | 5.726 | 703 | 15-Oct | 5.734 | 72 | 16-Oct | 5.757 | 91 | 16-Oct | 5.750 | 306 | |
| 15-Oct | 5.736 | 4 | 15-Oct | 5.726 | 15 | 15-Oct | 5.734 | 193 | 16-Oct | 5.757 | 665 | 16-Oct | 5.750 | 606 | |
| 15-Oct | 5.736 | 12 | 15-Oct | 5.726 | 108 | 15-Oct | 5.734 | 500 | 16-Oct | 5.757 | 1,677 | 16-Oct | 5.754 | 681 | |
| 15-Oct | 5.730 | 1,036 | 15-Oct | 5.740 | 225 | 15-Oct | 5.734 | 1,307 | 16-Oct | 5.757 | 323 | 16-Oct | 5.754 | 1,319 | |
| 15-Oct | 5.730 | 1,726 | 15-Oct | 5.733 | 341 | 15-Oct | 5.734 | 853 | 16-Oct | 5.756 | 1,146 | 16-Oct | 5.755 | 1,472 | |
| 15-Oct | 5.730 | 1,125 | 15-Oct | 5.733 | 659 | 15-Oct | 5.734 | 147 | 16-Oct | 5.756 | 854 | 16-Oct | 5.755 | 412 | |
| 15-Oct | 5.737 | 296 | 15-Oct | 5.733 | 4 | 15-Oct | 5.738 | 610 | 16-Oct | 5.758 | 1,993 | 16-Oct | 5.751 | 116 | |
| 15-Oct | 5.737 | 956 | 15-Oct | 5.733 | 279 | 15-Oct | 5.738 | 1,100 | 16-Oct | 5.758 | 7 | 16-Oct | 5.750 | 675 | |
| 15-Oct | 5.737 | 558 | 15-Oct | 5.732 | 553 | 15-Oct | 5.738 | 290 | 16-Oct | 5.761 | 714 | 16-Oct | 5.750 | 731 | |
| 15-Oct | 5.737 | 190 | 15-Oct | 5.731 | 1,000 | 15-Oct | 5.730 | 584 | 16-Oct | 5.761 | 1,286 | 16-Oct | 5.750 | 594 | |
| 15-Oct | 5.738 | 558 | 15-Oct | 5.724 | 164 | 15-Oct | 5.730 | 74 | 16-Oct | 5.760 | 1,993 | 16-Oct | 5.752 | 500 | |
| 15-Oct | 5.738 | 1,442 | 15-Oct | 5.728 | 1,000 | 15-Oct | 5.730 | 2,342 | 16-Oct | 5.760 | 7 | 16-Oct | 5.752 | 1,446 | |
| 15-Oct | 5.728 | 277 | 15-Oct | 5.728 | 107 | 15-Oct | 5.730 | 537 | 16-Oct | 5.763 | 981 | 16-Oct | 5.741 | 54 | |
| 15-Oct | 5.727 | 4,723 | 15-Oct | 5.728 | 558 | 15-Oct | 5.730 | 7,999 | 16-Oct | 5.763 | 414 | 16-Oct | 5.693 | 284 | |
| 15-Oct | 5.722 | 1,823 | 15-Oct | 5.728 | 335 | 16-Oct | 5.741 | 1,060 | 16-Oct | 5.756 | 605 | 16-Oct | 5.693 | 100 | |
| 15-Oct | 5.722 | 1,000 | 15-Oct | 5.728 | 143 | 16-Oct | 5.741 | 1,833 | 16-Oct | 5.756 | 1,138 | 16-Oct | 5.691 | 616 | |
| 15-Oct | 5.722 | 556 | 15-Oct | 5.709 | 1,993 | 16-Oct | 5.741 | 1,107 | 16-Oct | 5.756 | 862 | 16-Oct | 5.695 | 356 | |
| 15-Oct | 5.722 | 1,621 | 15-Oct | 5.709 | 99 | 16-Oct | 5.741 | 500 | 16-Oct | 5.756 | 1,079 | 16-Oct | 5.694 | 270 | |
| 15-Oct | 5.722 | 552 | 15-Oct | 5.709 | 518 | 16-Oct | 5.741 | 100 | 16-Oct | 5.756 | 921 | 16-Oct | 5.693 | 374 | |
| 15-Oct | 5.721 | 2,000 | 15-Oct | 5.709 | 130 | 16-Oct | 5.741 | 13 | 16-Oct | 5.737 | 1,249 | 16-Oct | 5.694 | 275 | |
| 15-Oct | 5.720 | 448 | 15-Oct | 5.708 | 493 | 16-Oct | 5.741 | 287 | 16-Oct | 5.737 | 549 | 16-Oct | 5.691 | 725 | |
| 15-Oct | 5.718 | 700 | 15-Oct | 5.708 | 914 | 16-Oct | 5.741 | 100 | 16-Oct | 5.737 | 202 | 16-Oct | 5.690 | 2,000 | |
| 15-Oct | 5.718 | 2,300 | 15-Oct | 5.708 | 485 | 16-Oct | 5.753 | 2,000 | 16-Oct | 5.750 | 292 | 16-Oct | 5.690 | 270 | |
| 15-Oct | 5.729 | 624 | 15-Oct | 5.729 | 300 | 16-Oct | 5.720 | 75 | 16-Oct | 5.750 | 22 | 16-Oct | 5.690 | 730 | |
| 15-Oct | 5.729 | 436 | 15-Oct | 5.729 | 352 | 16-Oct | 5.720 | 402 | 16-Oct | 5.750 | 1,686 | 16-Oct | 5.694 | 324 | |
| 15-Oct | 5.729 | 7 | 15-Oct | 5.729 | 348 | 16-Oct | 5.720 | 523 | 16-Oct | 5.749 | 977 | 16-Oct | 5.694 | 1,558 | |
| 15-Oct | 5.727 | 258 | 15-Oct | 5.729 | 212 | 16-Oct | 5.745 | 280 | 16-Oct | 5.749 | 1,023 | 16-Oct | 5.692 | 118 | |
| 15-Oct | 5.727 | 200 | 15-Oct | 5.729 | 598 | 16-Oct | 5.745 | 253 | 16-Oct | 5.740 | 2,000 | 16-Oct | 5.694 | 141 | |
| 15-Oct | 5.727 | 789 | 15-Oct | 5.729 | 190 | 16-Oct | 5.745 | 1,467 | 16-Oct | 5.740 | 2,000 | 16-Oct | 5.694 | 1,845 | |
| 15-Oct | 5.720 | 4,548 | 15-Oct | 5.729 | 410 | 16-Oct | 5.750 | 330 | 16-Oct | 5.741 | 2,000 | 16-Oct | 5.692 | 14 | |
| 15-Oct | 5.720 | 452 | 15-Oct | 5.729 | 560 | 16-Oct | 5.750 | 205 | 16-Oct | 5.748 | 85 | 16-Oct | 5.695 | 29 | |
| 15-Oct | 5.727 | 628 | 15-Oct | 5.729 | 30 | 16-Oct | 5.750 | 1,464 | 16-Oct | 5.748 | 415 | 16-Oct | 5.695 | 1,880 | |
| 15-Oct | 5.727 | 125 | 15-Oct | 5.729 | 110 | 16-Oct | 5.750 | 1 | 16-Oct | 5.748 | 200 | 16-Oct | 5.695 | 91 | |
| 15-Oct | 5.729 | 933 | 15-Oct | 5.729 | 1,132 | 16-Oct | 5.753 | 2,000 | 16-Oct | 5.748 | 300 | 16-Oct | 5.700 | 100 | |
| 15-Oct | 5.719 | 1,783 | 15-Oct | 5.729 | 500 | 16-Oct | 5.752 | 747 | 16-Oct | 5.748 | 462 | 16-Oct | 5.699 | 1,900 | |
| 15-Oct | 5.719 | 1,205 | 15-Oct | 5.729 | 258 | 16-Oct | 5.750 | 870 | 16-Oct | 5.748 | 500 | 16-Oct | 5.734 | 1,823 | |
| 15-Oct | 5.719 | 12 | 15-Oct | 5.735 | 500 | 16-Oct | 5.750 | 383 | 16-Oct | 5.748 | 38 | 16-Oct | 5.722 | 177 | |
| 15-Oct | 5.728 | 1,000 | 15-Oct | 5.735 | 360 | 16-Oct | 5.749 | 1,716 | 16-Oct | 5.742 | 1,799 | 16-Oct | 5.740 | 2,000 | |
| 15-Oct | 5.728 | 580 | 15-Oct | 5.735 | 140 | 16-Oct | 5.749 | 284 | 16-Oct | 5.741 | 201 | 16-Oct | 5.745 | 1,569 | |
| 15-Oct | 5.726 | 204 | 15-Oct | 5.734 | 51 | 16-Oct | 5.758 | 1,190 | 16-Oct | 5.745 | 2,000 | 16-Oct | 5.745 | 431 | |
| 15-Oct | 5.726 | 328 | 15-Oct | 5.734 | 152 | 16-Oct | 5.758 | 257 | 16-Oct | 5.748 | 500 | 16-Oct | 5.745 | 914 | |
| 15-Oct | 5.726 | 468 | 15-Oct | 5.732 | 49 | 16-Oct | 5.758 | 448 | 16-Oct | 5.748 | 65 | 16-Oct | 5.745 | 430 | |
| 15-Oct | 5.728 | 283 | 15-Oct | 5.732 | 560 | 16-Oct | 5.758 | 91 | 16-Oct | 5.748 | 435 | 16-Oct | 5.745 | 656 | |
| 15-Oct | 5.726 | 370 | 15-Oct | 5.732 | 1,391 | 16-Oct | 5.756 | 2,000 | 16-Oct | 5.748 | 130 | 16-Oct | 5.750 | 2,000 | |
| 15-Oct | 5.726 | 1,630 | 15-Oct | 5.734 | 77 | 16-Oct | 5.756 | 14 | 16-Oct | 5.748 | 500 | 16-Oct | 5.755 | 290 | |
| 15-Oct | 5.726 | 557 | 15-Oct | 5.734 | 220 | 16-Oct | 5.755 | 1,254 | 16-Oct | 5.748 | 78 | 16-Oct | 5.755 | 159 | |
| 15-Oct | 5.726 | 675 | 15-Oct | 5.734 | 1,051 | 16-Oct | 5.754 | 746 | 16-Oct | 5.748 | 29 | 16-Oct | 5.754 | 1,363 | |
| 15-Oct | 5.726 | 955 | 15-Oct | 5.732 | 449 | 16-Oct | 5.757 | 148 | 16-Oct | 5.748 | 263 | 16-Oct | 5.754 | 188 | |
| 15-Oct | 5.726 | 1,824 | 15-Oct | 5.734 | 1,824 | 16-Oct | 5.757 | 996 | 16-Oct | 5.750 | 670 | 16-Oct | 5.740 | 1,928 |
| Unit.Price | Unit.Price | Unit.Price | Unit.Price | Unit.Price | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Date | € | Quantity | Date | € | Quantity | Date | € | Quantity | Date | € | Quantity | Date | € | Quantity |
| 16-Oct | 5.740 | 72 | 19-Oct | 5.747 | 5,000 | 20-Oct | 5.720 | 220 | 20-Oct | 5.739 | 105 | 21-Oct | 5.700 | 54 |
| 16-Oct | 5.742 | 4,451 | 19-Oct | 5.747 | 5,000 | 20-Oct | 5.744 | 43 | 20-Oct | 5.739 | 417 | 21-Oct | 5.700 | 395 |
| 16-Oct | 5.742 | 1,600 | 19-Oct | 5.759 | 890 | 20-Oct | 5.739 | 579 | 20-Oct | 5.721 | 122 | 21-Oct | 5.700 | 305 |
| 16-Oct | 5.742 | 1,550 | 19-Oct | 5.759 | 1,610 | 20-Oct | 5.739 | 1,421 | 20-Oct | 5.720 | 566 | 21-Oct | 5.700 | 549 |
| 16-Oct | 5.742 | 4,085 | 19-Oct | 5.759 | 1,670 | 20-Oct | 5.739 | 385 | 20-Oct | 5.740 | 3,000 | 21-Oct | 5.701 | 1,663 |
| 19-Oct | 5.745 | 436 | 19-Oct | 5.759 | 2,500 | 20-Oct | 5.737 | 1,101 | 20-Oct | 5.740 | 11,586 | 21-Oct | 5.700 | 337 |
| 19-Oct | 5.745 | 502 | 19-Oct | 5.759 | 254 | 20-Oct | 5.737 | 35 | 20-Oct | 5.740 | 3,000 | 21-Oct | 5.700 | 22 |
| 19-Oct | 5.745 | 14 | 19-Oct | 5.759 | 896 | 20-Oct | 5.737 | 844 | 20-Oct | 5.740 | 19,017 | 21-Oct | 5.700 | 1,000 |
| 19-Oct | 5.745 | 32 | 19-Oct | 5.759 | 1,604 | 20-Oct | 5.736 | 86 | 20-Oct | 5.740 | 19 | 21-Oct | 5.700 | 566 |
| 19-Oct | 5.745 | 16 | 19-Oct | 5.759 | 1,777 | 20-Oct | 5.736 | 1,410 | 20-Oct | 5.740 | 119 | 21-Oct | 5.700 | 394 |
| 19-Oct | 5.753 | 537 | 19-Oct | 5.759 | 858 | 20-Oct | 5.735 | 424 | 20-Oct | 5.740 | 64 | 21-Oct | 5.700 | 18 |
| 19-Oct | 5.753 | 363 | 19-Oct | 5.759 | 515 | 20-Oct | 5.735 | 37 | 20-Oct | 5.740 | 2,798 | 21-Oct | 5.710 | 88 |
| 19-Oct | 5.753 | 273 | 19-Oct | 5.759 | 309 | 20-Oct | 5.735 | 69 | 20-Oct | 5.740 | 397 | 21-Oct | 5.707 | 395 |
| 19-Oct | 5.753 | 900 | 19-Oct | 5.758 | 1,519 | 20-Oct | 5.735 | 107 | 20-Oct | 5.745 | 2,130 | 21-Oct | 5.707 | 1,577 |
| 19-Oct | 5.753 | 900 | 19-Oct | 5.758 | 364 | 20-Oct | 5.735 | 1,363 | 20-Oct | 5.745 | 378 | 21-Oct | 5.707 | 28 |
| 19-Oct | 5.753 | 16 | 19-Oct | 5.758 | 117 | 20-Oct | 5.736 | 504 | 20-Oct | 5.745 | 2,187 | 21-Oct | 5.707 | 569 |
| 19-Oct | 5.753 | 11 | 19-Oct | 5.759 | 818 | 20-Oct | 5.736 | 513 | 20-Oct | 5.745 | 305 | 21-Oct | 5.707 | 1,000 |
| 19-Oct | 5.754 | 1,200 | 19-Oct | 5.759 | 253 | 20-Oct | 5.740 | 1,038 | 20-Oct | 5.751 | 929 | 21-Oct | 5.707 | 431 |
| 19-Oct | 5.754 | 200 | 19-Oct | 5.759 | 703 | 20-Oct | 5.740 | 774 | 20-Oct | 5.751 | 10,446 | 21-Oct | 5.707 | 48 |
| 19-Oct | 5.754 | 45 | 19-Oct | 5.758 | 28 | 20-Oct | 5.744 | 2,000 | 20-Oct | 5.751 | 299 | 21-Oct | 5.707 | 270 |
| 19-Oct | 5.754 | 72 | 19-Oct | 5.758 | 2,849 | 20-Oct | 5.750 | 1,145 | 20-Oct | 5.751 | 47 | 21-Oct | 5.707 | 1,509 |
| 19-Oct | 5.750 | 1,300 | 19-Oct | 5.758 | 123 | 20-Oct | 5.750 | 2,000 | 20-Oct | 5.751 | 3,279 | 21-Oct | 5.707 | 221 |
| 19-Oct | 5.738 | 349 | 19-Oct | 5.759 | 1,089 | 20-Oct | 5.750 | 1,122 | 21-Oct | 5.737 | 11 | 21-Oct | 5.707 | 353 |
| 19-Oct | 5.738 | 151 | 19-Oct | 5.759 | 708 | 20-Oct | 5.750 | 948 | 21-Oct | 5.737 | 1,214 | 21-Oct | 5.707 | 1,467 |
| 19-Oct | 5.738 | 7 | 19-Oct | 5.759 | 469 | 20-Oct | 5.750 | 2,052 | 21-Oct | 5.737 | 93 | 21-Oct | 5.707 | 180 |
| 19-Oct | 5.730 | 2,000 | 19-Oct | 5.759 | 1,183 | 20-Oct | 5.750 | 313 | 21-Oct | 5.737 | 121 | 21-Oct | 5.707 | 432 |
| 19-Oct | 5.736 | 9 | 19-Oct | 5.759 | 1,132 | 20-Oct | 5.750 | 1,073 | 21-Oct | 5.720 | 996 | 21-Oct | 5.707 | 1,492 |
| 19-Oct | 5.736 | 9 | 19-Oct | 5.759 | 185 | 20-Oct | 5.750 | 506 | 21-Oct | 5.720 | 853 | 21-Oct | 5.707 | 76 |
| 19-Oct | 5.736 | 56 | 19-Oct | 5.759 | 577 | 20-Oct | 5.750 | 7 | 21-Oct | 5.720 | 959 | 21-Oct | 5.707 | 556 |
| 19-Oct | 5.735 | 1,000 | 19-Oct | 5.768 | 3,759 | 20-Oct | 5.750 | 45 | 21-Oct | 5.720 | 192 | 21-Oct | 5.707 | 1,087 |
| 19-Oct | 5.735 | 1,191 | 19-Oct | 5.768 | 6,241 | 20-Oct | 5.750 | 8 | 21-Oct | 5.717 | 111 | 21-Oct | 5.707 | 357 |
| 19-Oct | 5.735 | 664 | 20-Oct | 5.750 | 823 | 20-Oct | 5.740 | 8 | 21-Oct | 5.717 | 288 | 21-Oct | 5.707 | 159 |
| 19-Oct | 5.735 | 297 | 20-Oct | 5.750 | 32 | 20-Oct | 5.740 | 900 | 21-Oct | 5.717 | 789 | 21-Oct | 5.707 | 1,931 |
| 19-Oct | 5.735 | 39 | 20-Oct | 5.750 | 145 | 20-Oct | 5.740 | 91 | 21-Oct | 5.717 | 28 | 21-Oct | 5.707 | 69 |
| 19-Oct | 5.735 | 221 | 20-Oct | 5.749 | 400 | 20-Oct | 5.740 | 49 | 21-Oct | 5.712 | 382 | 21-Oct | 5.707 | 427 |
| 19-Oct | 5.726 | 527 | 20-Oct | 5.749 | 400 | 20-Oct | 5.750 | 3,000 | 21-Oct | 5.710 | 450 | 21-Oct | 5.707 | 278 |
| 19-Oct | 5.726 | 1,213 | 20-Oct | 5.749 | 400 | 20-Oct | 5.741 | 109 | 21-Oct | 5.710 | 168 | 21-Oct | 5.715 | 315 |
| 19-Oct | 5.735 | 421 | 20-Oct | 5.749 | 400 | 20-Oct | 5.741 | 24 | 21-Oct | 5.710 | 5,000 | 21-Oct | 5.715 | 214 |
| 19-Oct | 5.735 | 1,579 | 20-Oct | 5.749 | 81 | 20-Oct | 5.741 | 871 | 21-Oct | 5.701 | 784 | 21-Oct | 5.715 | 651 |
| 19-Oct | 5.735 | 3,450 | 20-Oct | 5.749 | 12 | 20-Oct | 5.741 | 653 | 21-Oct | 5.710 | 700 | 21-Oct | 5.713 | 713 |
| 19-Oct | 5.732 | 1,605 | 20-Oct | 5.724 | 1,000 | 20-Oct | 5.741 | 900 | 21-Oct | 5.710 | 700 | 21-Oct | 5.713 | 1,000 |
| 19-Oct | 5.732 | 1,645 | 20-Oct | 5.749 | 188 | 20-Oct | 5.741 | 164 | 21-Oct | 5.710 | 290 | 21-Oct | 5.713 | 1,511 |
| 19-Oct | 5.724 | 283 | 20-Oct | 5.749 | 119 | 20-Oct | 5.741 | 160 | 21-Oct | 5.710 | 271 | 21-Oct | 5.713 | 221 |
| 19-Oct | 5.724 | 120 | 20-Oct | 5.746 | 392 | 20-Oct | 5.741 | 49 | 21-Oct | 5.710 | 251 | 21-Oct | 5.713 | 439 |
| 19-Oct | 5.726 | 1,347 | 20-Oct | 5.716 | 68 | 20-Oct | 5.741 | 70 | 21-Oct | 5.700 | 700 | 21-Oct | 5.710 | 1,116 |
| 19-Oct | 5.739 | 2,000 | 20-Oct | 5.716 | 604 | 20-Oct | 5.742 | 305 | 21-Oct | 5.700 | 320 | 21-Oct | 5.710 | 384 |
| 19-Oct | 5.739 | 2,000 | 20-Oct | 5.716 | 27 | 20-Oct | 5.742 | 37 | 21-Oct | 5.700 | 380 | 21-Oct | 5.710 | 1,436 |
| 19-Oct | 5.739 | 2,000 | 20-Oct | 5.716 | 500 | 20-Oct | 5.742 | 263 | 21-Oct | 5.700 | 72 | 21-Oct | 5.713 | 266 |
| 19-Oct | 5.739 | 2,000 | 20-Oct | 5.716 | 409 | 20-Oct | 5.742 | 1,395 | 21-Oct | 5.700 | 208 | 21-Oct | 5.713 | 780 |
| 19-Oct | 5.739 | 2,000 | 20-Oct | 5.720 | 780 | 20-Oct | 5.755 | 790 | 21-Oct | 5.700 | 366 | 21-Oct | 5.713 | 825 |
| Date | Unit.Price € |
Quantity | ||||
|---|---|---|---|---|---|---|
| 21-Oct | 5.713 | 1,919 | ||||
| 21-Oct | 5.705 | 702 | ||||
| 21-Oct | 5.705 | 485 | ||||
| 21-Oct | 5.705 | 23 | ||||
| 21-Oct | 5.712 | 727 | ||||
| 21-Oct | 5.700 | 9,273 | ||||
| 21-Oct | 5.700 | 10,000 |
| Date | Unit.Price € |
Quantity |
|---|---|---|
| 31-Jul | 5.390 | 40,250 |
| 7-Aug | 4.970 | 5,117 |
| Unit.Price | ||
|---|---|---|
| Date | € | Quantity |
| 22-Dec | 6.500 | 7,000 |
| 23-Dec | 6.450 | 10,000 |
| 23-Dec | 6.425 | 10,000 |
| 23-Dec | 6.410 | 10,000 |
| 23-Dec | 6.410 | 8,000 |
| 28-Dec | 6.470 | 100,000 |
| 29-Dec | 6.490 | 12,000 |
| 29-Dec | 6.495 | 12,000 |
| 29-Dec | 6.495 | 12,000 |
| 29-Dec | 6.500 | 10,000 |
| 29-Dec | 6.485 | 12,000 |
| 29-Dec | 6.480 | 12,000 |
| 29-Dec | 6.491 | 15,000 |
| 29-Dec | 6.495 | 15,000 |
| 29-Dec | 6.482 | 10,000 |
| 29-Dec | 6.480 | 10,000 |
| 30-Dec | 6.486 | 3,084 |
| 30-Dec | 6.457 | 12,000 |
| 30-Dec | 6.440 | 10,000 |
| 30-Dec | 6.450 | 12,000 |
| 30-Dec | 6.450 | 12,000 |
| 30-Dec | 6.455 | 12,000 |
| 30-Dec | 6.440 | 15,000 |
Caixa Geral de Depósitos, S.A. (acquisitions)
| Date | Unit.Price € |
Quantity | Date | Unit.Price € |
Quantidade | |
|---|---|---|---|---|---|---|
| 26-May | 4.774 | 61 | 7-Aug | 4.936 | 6.077 | |
| 26-May | 4.775 | 100 | 20-Aug | 4.996 | 1.659 | |
| 26-May | 4.775 | 49 | 21-Aug | 5.100 | 209 | |
| 26-May | 4.774 | 61 | 21-Aug | 5.100 | 714 | |
| 26-May | 4.775 | 23 | 21-Aug | 5.100 | 1.456 | |
| 28-May | 4.756 | 655 | 21-Aug | 5.100 | 2.500 | |
| 28-May | 4.756 | 2,987 | 15-Oct | 5.727 | 828 | |
| 28-May | 4.756 | 237 | 15-Oct | 5.727 | 4.723 | |
| 28-May | 4.756 | 552 | 26-Oct | 5.509 | 1.633 | |
| 28-May | 4.756 | 345 | 26-Oct | 5.509 | 1.991 | |
| 28-May | 4.756 | 849 | 26-Oct | 5.509 | 254 | |
| 28-May | 4.756 | 310 | ||||
| 28-May | 4.756 | 380 | ||||
| 28-May | 4.756 | 218 | ||||
| 28-May | 4.756 | 80 | ||||
| 28-May | 4.756 | 676 | ||||
| 28-May | 4.756 | 24 | ||||
| 28-May | 4.756 | 231 | ||||
| 28-May | 4.756 | 89 | ||||
| 28-May | 4.756 | 189 | ||||
| 28-May | 4.756 | 182 | ||||
| 28-May | 4.756 | 113 | ||||
| 28-May | 4.756 | 205 | ||||
| 28-May | 4.756 | 200 | ||||
| 28-May | 4.756 | 130 | ||||
| 28-May | 4.756 | 200 | ||||
| 28-May | 4.756 | 258 | ||||
| 28-May | 4.756 | 29 | ||||
| 28-May | 4.756 | 232 | ||||
| 28-May | 4.756 | 131 | ||||
| 28-May | 4.756 | 11 | ||||
| 28-May | 4.756 | 508 | ||||
| 28-May | 4.756 | 51 | ||||
| 28-May | 4.756 | 112 | ||||
| 28-May | 4.756 | 461 | ||||
| 28-May | 4.756 | 316 | ||||
| 28-May | 4.756 | 949 | ||||
| 28-May | 4.756 | 1,000 | ||||
| 28-May | 4.756 | 108 | ||||
| 28-May | 4.756 | 117 | ||||
| 28-May | 4.756 | 1,069 | ||||
| 28-May | 4.756 | 31 | ||||
| 30-Jul | 5.319 | 374 | ||||
| 30-Jul | 5.318 | 1,427 | ||||
| 30-Jul | 5.319 | 1,427 | ||||
| 30-Jul | 5.319 | 995 | ||||
| 30-Jul | 5.320 | 3,003 | ||||
| 7-Aug | 4.950 | 797 | ||||
| 7-Aug | 4.950 | 773 | ||||
| 7-Aug | 4.950 | 430 |
| Aug | 4.936 | 6.077 | |
|---|---|---|---|
| Aug | 4.996 | 1.659 | |
| Aug | 5.100 | 209 | |
| Aug | 5.100 | 714 | |
| Aug | 5.100 | 1.456 | |
| Aug | 5.100 | 2.500 | |
| Oct | 5.727 | 828 | |
| Oct | 5.727 | 4.723 | |
| Oct | 5.509 | 1.633 | |
| Oct | 5.509 | 1.991 | |
| Oct | 5.509 | 254 | |
Caixa Geral de Depósitos, S.A. (disposals)
| Unit.Price | ||
|---|---|---|
| Date | € | Quantity |
| 21-May | 4.710 | 1,659 |
| 9-Jun | 4.790 | 1,318 |
| 26-Jun | 5.080 | 951 |
| 9-Oct | 5.661 | 958 |
| 18-Dec | 6.048 | 899 |
| 18-Dec | 6.048 | 916 |
| 18-Dec | 6.048 | 2,749 |
| 18-Dec | 6.048 | 1,140 |
| Date | Unit.Price € |
Quantity | Date | Unit.Price € |
Quantity |
|---|---|---|---|---|---|
| 11-Sep | 5,279 | 217 | 13- Oct | 5,640 | 1.644 |
| 6-Oct | 5,490 | 804 | 13- Oct | 5,640 | 38 |
| 8- Oct | 5,645 | 10 | 13- Oct | 5,640 | 227 |
| 8- Oct | 5,645 | 190 | 13- Oct | 5,640 | 1.166 |
| 8- Oct | 5,645 | 800 | 13- Oct | 5,640 | 200 |
| 8- Oct | 5,645 | 3.938 | 13- Oct | 5,640 | 99 |
| 8- Oct | 5,645 | 1.000 | 13- Oct | 5,640 | 1.141 |
| 8- Oct | 5,645 | 1.000 | 13- Oct | 5,640 | 1.060 |
| 8- Oct | 5,645 | 220 | 13- Oct | 5,640 | 108 |
| 8- Oct | 5,645 | 829 | 13- Oct | 5,640 | 1.341 |
| 8- Oct | 5,645 | 171 | 13- Oct | 5,640 | 1.051 |
| 8- Oct | 5,645 | 1.842 | 13- Oct | 5,640 | 107 |
| 8- Oct | 5,620 | 707 | 13- Oct | 5,640 | 220 |
| 8- Oct | 5,620 | 293 | 13- Oct | 5,640 | 963 |
| 8- Oct | 5,620 | 207 | 24-Nov | 5,265 | 802 |
| 8- Oct | 5,620 | 1.000 | 24-Nov | 5,265 | 28 |
| 8- Oct | 5,620 | 50 | 24-Nov | 5,265 | 2.170 |
| 8- Oct | 5,620 | 324 | 24-Nov | 5,265 | 420 |
| 8- Oct | 5,620 | 626 | 24-Nov | 5,265 | 1.104 |
| 8- Oct | 5,620 | 1.264 | 24-Nov | 5,265 | 1.896 |
| 8- Oct | 5,620 | 1.000 | 24-Nov | 5,265 | 619 |
| 8- Oct | 5,620 | 1.000 | 24-Nov | 5,265 | 720 |
| 8- Oct | 5,620 | 1.000 | 24-Nov | 5,265 | 1.037 |
| 8- Oct | 5,620 | 1.981 | 24-Nov | 5,265 | 184 |
| 8- Oct | 5,620 | 548 | 24-Nov | 5,265 | 1.020 |
| 12- Oct | 5,678 | 2.000 | 25-Nov | 5,256 | 3.000 |
| 12- Oct | 5,678 | 2.194 | 25-Nov | 5,256 | 7.000 |
| 12- Oct | 5,678 | 2.000 | 3-Dec | 5,156 | 1.350 |
| 12- Oct | 5,678 | 2.442 | 3-Dec | 5,156 | 150 |
| 12- Oct | 5,678 | 1.925 | 3-Dec | 5,156 | 150 |
| 12- Oct | 5,678 | 75 | 3-Dec | 5,156 | 1.000 |
| 12- Oct | 5,678 | 1.925 | 3-Dec | 5,156 | 221 |
| 12- Oct | 5,678 | 1.399 | 3-Dec | 5,156 | 129 |
| 12- Oct | 5,678 | 153 | 3-Dec | 5,156 | 1.500 |
| 12- Oct | 5,678 | 2.610 | 3-Dec | 5,156 | 60 |
| 12- Oct | 5,678 | 1.126 | 3-Dec | 5,156 | 1.350 |
| 13-Oct | 5,640 | 163 | 3-Dec | 5,156 | 150 |
| 13- Oct | 5,640 | 2.337 | 3-Dec | 5,156 | 1.057 |
| 13- Oct | 5,640 | 2.529 | 3-Dec | 5,156 | 443 |
| 13- Oct | 5,640 | 1.332 | 3-Dec | 5,156 | 2.440 |
| 13- Oct | 5,640 | 526 | |||
| 13- Oct | 5,640 | 591 | |||
| 13- Oct | 5,640 | 51 | |||
| 13- Oct | 5,640 | 15 | |||
| 13- Oct | 5,640 | 203 | |||
| 13- Oct | 5,640 | 948 | |||
| 13- Oct | 5,640 | 1.248 |
13- Oct 5,640 101 13- Oct 5,640 243 Caixa-Banco de Investimento, S.A. (acquisitions)
| Date | Unit.Price € |
Quantity |
|---|---|---|
| 19-Aug | 4,940 | 763 |
| 19- Aug | 4,940 | 237 |
| 19- Aug | 4,950 | 1.000 |
| 19- Aug | 4,950 | 1.000 |
| 19- Aug | 4,947 | 1.000 |
| 19- Aug | 4,947 | 694 |
| 19- Aug | 4,944 | 224 |
| 19- Aug | 4,945 | 600 |
| 19- Aug | 4,945 | 1.482 |
| 19- Aug | 4,948 | 851 |
| 19- Aug | 4,948 | 149 |
| 19- Aug | 4,946 | 361 |
| 19- Aug | 4,946 | 439 |
| 19- Aug | 4,946 | 800 |
| 19- Aug | 4,946 | 413 |
| 19- Aug | 4,946 | 387 |
| 19- Aug | 4,946 | 306 |
| 19- Aug | 4,946 | 294 |
| 19- Aug | 4,944 | 1.000 |
| 19- Aug | 4,944 | 700 |
| 19- Aug | 4,944 | 555 |
| 19- Aug | 4,944 | 553 |
| 19- Aug | 4,944 | 147 |
| 19- Aug | 4,944 | 42 |
| 19- Aug | 4,944 | 2 |
| 19- Aug | 4,944 | 1 |
Caixa-Banco de Investimento, S.A. (disposals)
| Unit.Price | ||
|---|---|---|
| Date | € | Quantity |
| 24-Aug | 5,225 | 4.000 |
| 24-Aug | 5,225 | 743 |
| 24-Aug | 5,225 | 4.000 |
| 24-Aug | 5,225 | 762 |
| 24-Aug | 5,225 | 3.500 |
| 24-Aug | 5,225 | 500 |
| 24-Aug | 5,225 | 419 |
| 24-Aug | 5,225 | 76 |
Dear Shareholders,
As required by current law and in compliance with the articles of association of CIMPOR – Cimentos de Portugal, SGPS, S.A. and the mandate of this governing body, the Audit Board hereby submits its report on the activities and issues its opinion on the consolidated financial statements for 2009, which have been submitted to us for analysis by the Board of Directors.
The Audit Board accompanied the activity and business of the Company and its main subsidiaries in particular by examining accounting documents and records, reading the minutes of meetings of the Board of Directors and its Executive Committee and viewing and analysing other related documents in order to assess compliance with the law and articles of association. The Audit Board also performed tests and other validation and checking procedures, to the level of detail it deemed appropriate in the circumstances.
As part of its work, the Audit Board maintained regular contact with the Executive Committee of the Board of Directors as well as with the Company's various departments, especially the Internal Audit Department. It analysed the activity of this Department and the improvements made, obtaining all necessary information and clarification.
The Audit Board, as required by the articles of association, held monthly meetings, as well as occasional meetings whenever the circumstances imposed. These meetings were separate to the work carried out by each member of the Board as regards the analysis of the documents provided and the monitoring of the work of the Company and its subsidiaries concerning its financial situation and the progress of operations by geographical region and business area, comparing the management forecasting instruments to the performance achieved. It also continuously maintained throughout the financial year elucidative dialogue with the Statutory Auditor, which also performed the role of External Auditor.
The Audit Board also accompanied the process of preparing the consolidated financial statements and it checked the consolidation perimeter.
The Audit Board examined the reports and opinions of the supervisory bodies of the companies located in Portugal falling within the consolidation perimeter, as required by law and the relevant articles of association. As regards the companies based abroad, the Audit Board examined the reports of their auditors describing how such audits were conducted and their conclusions.
The Directors' Report presented by the Board of Directors describes, in the manner it has accustomed us, the development of the Cimpor Group in 2009 as well as highlighting the company's main milestones in the financial year just ended.
The consolidated turnover was virtually identical to that of the previous year - which was the highest ever. Sales of physical units of cement and clinker even increased 2.2% on the preceding year as a result of the expansion of the consolidation perimeter, despite the fall in consumption in the markets of Turkey, Portugal, Spain and South Africa. The robust increases in the India, China and Egypt business areas are to be highlighted in this regard.
The growing internationalization of the CIMPOR Group - albeit slower in 2009 - counteracted to a certain extent the severe global economic and financial crisis that began in 2008, and which continues to bring about a very significant drop in cement consumption, especially in Europe and North America. Sale prices have proven, nonetheless, to be considerably resilient to the crisis. Sales of concrete and aggregates, however, slightly declined.
Thus, we can conclude that the Cimpor Group has demonstrated the quality of its assets, fully validating the internationalisation and growth strategy that has been set out. Operating Cash Flow increased 3.3% on the preceding year and Net Profits grew by 5.3%, which generated Earnings per Share of 0.357 euros, 8.3% up on last year.
Capital employed increased by almost 10%, to exceed EUR 3.7 billion, on account of the investments completed in 2009 and the appreciation of some currencies against the euro.
Net Financial Debt reduced by about EUR 160 million during the year, lowering the Net Debt/EBITDA ratio from 3.2 to 2.8.
The difficulties that the crisis generated and still generates, including the access to credit and higher spreads, caused rating agencies to raise the standards required, which led Standard & Poor's to downgrade Cimpor to negative Outlook at the start of the year. The measures that were subsequently taken by the Company had the intended successful outcome and that rating agency raised the Outlook for Cimpor's to stable in September. Furthermore, comparing the performance of the Cimpor Group with its most significant peers, we have to consider it excellent.
The market capitalisation of Cimpor underwent a very appreciable reduction during 2008, due to the tremendous financial instability. From March 2009 the stock markets reversed their downward trend and ended the year registering a substantial recovery of 33.5%. The CIMPOR share price, which recorded 3.00 euros at the end of February, grew thereafter at a rate always above the PSI-20 index and after the preliminary announcement on 18 December of the launch of the takeover bid by the Brazil registered company Companhia Siderúrgica Nacional (CSN), at the price of 5.75 euros, it ended the year at 6.429 euros, which equals a market capitalisation of EUR 4.320 billion. We will comment more extensively this important fact in the following point.
We also emphasize the growing rationalisation of the organisational structure of the Cimpor Group, the pursuit of an active policy of sustainable development and we further highlight the extensive and detailed analysis of the Board of Director's Report on Corporate Governance and the secure and cautious manner in which Cimpor has evolved to comply with the principles of governance currently considered the best.
The abovementioned takeover bid – which had to acquire shares equivalent to half the share capital plus one share in order to be successful – would be revised in 2010, which comprised the offer price being raised to 6.18 euros per share and the threshold for success lowered to one-third of the share capital plus one share. The takeover bid ended unsuccessfully on 22 February 2010.
Although unsuccessful, CSN's bid eventually induced two major entities, also Brazilian, – Camargo Corrêa, SA and Votorantin Cimentos, SA – to seek, by other means, a shareholding in Cimpor.
Hence, in February 2010 Caixa Geral de Depósitos, SA and Votorantin Cimentos, SA concluded a shareholders' agreement to establish between the two of them, the former with 9.63% and the latter 21.20%, a shareholder block that would be "cohesive and stable which would contribute to shareholder stability in Cimpor, the sustained development of the company and its continued business independence, with head office in Portugal". Both entities also agreed to restrictions on the sale of their shares for the initial term of ten years.
On the other hand, Camargo Corrêa, SA independently acquired a 28.63% stake in the share capital of Cimpor.
These profound changes in the shareholder structure will necessarily influence the future life of Cimpor. The approaching General Meeting will define the role of new shareholders, which, we hope, will continue to lead Cimpor along its path of success.
Cimpor has since been obliged by the Economic Defence Board (CADE) of Brazil to a commitment of status quo concerning its operations in that country until a final decision by CADE on the competition dilemma of the three companies, two Brazilian and one Portuguese, in the Brazilian market.
Apart from the developments that will result from the new shareholder spectrum, the Board of Directors of Cimpor stresses that the outlook for the world economy in 2010 remains significantly uncertain. The Group must thus seek to gainfully balance the optimism that will be the hallmark of markets such as Egypt, Brazil, China or India, with the difficulties of recovery in Portugal and Spain and even the expected fall in South Africa due to the conclusion of large-scale public works in that country.
As part of its duties, the Audit Board analysed the consolidated financial statements, which consist of the consolidated balance sheet as at 31 December 2009, the consolidated profit and loss account, the consolidated statement of recognised income and expense, the consolidated cash flow statement and notes thereto, as prepared by the Board of Directors. This analysis indicated that the accounting standards used in the preparation of and presentation of those statements complied with the International Financial Reporting Standards as adopted by the European Union, in addition to complying with law and the articles of association.
The Audit Board has viewed the Statutory Audit Certificate and Audit Report on the consolidated accounts issued by the statutory auditor and it agrees with said documents, which do not express any reservations or emphasis.
In the performance of our duties, we did not detect any infringements of law or the articles of association or any matters that materially affect the true and appropriate picture of the financial situation of the profits and cash flows of the companies included in the consolidation.
The Audit Board wishes to thank the Board of Directors and its Executive Committee in particular, the different managers and other Company personnel with whom it has had the opportunity to come into contact.
In view of the above, the Audit Board issues the following:
The Consolidated Annual Report, the consolidated balance sheet, consolidated profit and loss accounts, by nature and function, the consolidated cash flow statement and notes thereto, for the financial year of 2009, are in accordance with the applicable accounting standards and requirements of law and the articles of association and therefore meet the conditions for approval by the General Meeting of Shareholders.
Lisbon, 12 April 2010
Luís Black Freire d'Andrade Member
J. Bastos, C. Sousa Góis & Associados, SROC, Lda., represented by, Jaime de Macedo Santos Bastos Member
(pursuant to Article 245(1)c) of the Portuguese Securities' Code)
In so far as we are aware: the information provided for in Article 245(1)a) of the Portuguese Securities' Code was drawn up in conformity with applicable accounting standards, providing an accurate and appropriate image of the assets and liabilities, the financial situation and the profits of CIMPOR – Cimentos de Portugal, SGPS, S.A. and the companies included in the consolidation perimeter (CIMPOR Group); the directors' report provides a faithful account of the evolution of the business, the performance and position of the CIMPOR Group and it contains a description of the main risks and uncertainties facing the Group.
Lisbon, 12 April 2010
The Audit Board
Ricardo José Minotti da Cruz-Filipe Chairman
Luís Black Freire d'Andrade Member
J. Bastos, C. Sousa Góis & Associados, SROC, Lda. represented by, Jaime de Macedo Santos Bastos Member
(Translation of a report originally issued in Portuguese)
Lisbon, 12 April 2010
______________________________________ Deloitte & Associados, SROC S.A. Represented by João Luís Falua Costa da Silva
(Translated from the Portuguese Original)
| I – DIRECTORS' REPORT | 261 | |
|---|---|---|
| 0. 1. 2. 3. 4. |
Summary of the Business Legal Information Subsequent Events Outlook for 2010 Proposed Appropriation of Profits |
262 262 263 263 263 |
| II – FINANCIAL STATEMENTS OF THE HOLDING COMPANY | 265 | |
| • • • |
Balance Sheet for the Years ended 31 December 2009 and 2008 Statements of Profit and Loss for the Years Ended on 31 December 2009 and 2008 Statements Changes in Shareholders' Equity for the Years Ended on 31 December 2009 and |
266 267 |
| 2008 | 268 | |
| • | Cash Flows Statements for the Years Ended on 31 December 2009 and 2008 | 269 |
| • | Notes to the Financial Statements as at 31 December 2009 | 271 |
| Report and Opinion of the Audit Board | 292 | |
| Statutory Audit Certificate and Auditor's Report | 294 | |
259
The Directors' Report on the consolidated operations of CIMPOR – Cimentos de Portugal, SGPS, S.A., covers all aspects relating to both the Governance of the Company and the development of the different business activities of the Group's companies. Shareholders are therefore advised to read this report for further information on these matters.
The Company's Turnover in individual terms is derived exclusively from providing management services to the Group companies. In 2009 this turnover was approximately EUR 4.548 million euros (around 1% down from the previous year). Operating expenses before depreciation and provisions increased by only 0.8% to approximately EUR 12.3 million.
Gains in group companies and associates (reported through the equity method) are, given the nature of the Company's business operations, its main source of earnings. These gains were EUR 192.2 million in value in 2009 (72% up on the previous year).
Income Tax was negative, approximately EUR 3.5 million, when in 2008 it was negative EUR 51.4 million due to the cancellation of part of a provision for tax risk.
The combined effect of these two important changes generated an increase in net profits for the financial year of 19.4%, raising net profit to about EUR 184 million.
The following information is provided in compliance with current legal requirements:
| Date | No. Shares | Price (EUR) | Note |
|---|---|---|---|
| 14 May | 175,345 | 3.263 | (1) |
| 1 June | 326,900 | 2.850 | (2) |
(1) Stock purchase plan (2009)
(2) Stock option plan (2009)
As no shares were purchased in 2009, the number of CIMPOR shares in the portfolio at the end of the year was 7,974,587, corresponding to 1.19% of the Company's share capital.
• No other business between the Company and its directors occurred in 2009, besides the disposal of own shares under the stock purchase and stock option plans referred to in sections II.4.2 and III.5 of the Corporate Governance Report.
No events of special significance took place after the end of 2009, other than those already described in the Directors' Report on the consolidated operations of the CIMPOR Group.
CIMPOR views 2010 with some optimism, justified by expectations relative to the expansion of some of the markets in which it operates (Egypt, Brazil, Mozambique, China and India), the greater production capacity as a result of investments recently concluded or concluding in 2010 (Turkey, Brazil and China) and also the impact of cost reductions resulting from the restructuring of the concrete and aggregates areas carried out in 2009 (in Portugal and Spain).
As reflected in the Financial Statements, the net profit for 2009 amounted to EUR 183,875,459.71 in individual terms.
In accordance with the parameters defined in the Memorandum and Articles of Association and the Company's dividend distribution policy set forth in the Corporate Governance Report, it is proposed that the net profits are appropriated as follows:
Lisbon, 7 April 2010
Ricardo Manuel Simões Bayão Horta
| Luís Eduardo da Silva Barbosa | Vicente Árias Mosquera |
|---|---|
| António Sarmento Gomes Mota | José Manuel Baptista Fino |
| Jorge Humberto Correia Tomé | José Enrique Freire Arteta |
| Jorge Manuel Tavares Salavessa Moura | Luís Filipe Sequeira Martins |
| Manuel Luís Barata de Faria Blanc | António Carlos Custódio de Morais Varela |
| Luís Miguel da Silveira Ribeiro Vaz | Pedro Manuel Abecassis Empis |
for the years ended 31 December 2009 and 2008
(Amounts stated in thousand of euros)
(Translation and reformatted from the Portuguese original -- Note 26)
| Notes | 2009 | 2008 | |
|---|---|---|---|
| Non-current assets: | |||
| Investments, net | 5 | 1,206,925 | 1,097,041 |
| Fixed assets, net | 6 | 6,265 | 6,331 |
| Intangible assets, net | 360 | 540 | |
| Other non-current assets, net | 4 | 4 | 2 |
| Deferred tax | 12 | 282 | 292 |
| Total non-current assets | 1,213,835 | 1,104,206 | |
| Current assets: | |||
| Cash and cash equivalents | 70,495 | 616 | |
| Accounts receivable-trade, net | 3 | 24 | 24 |
| Accounts receivable-other, net | 3 | 10,432 | 12,939 |
| Prepaid expenses and other current assets | 9 | 1,959 | 325 |
| Total current assets | 82,910 | 13,903 | |
| Total assets | 1,296,745 | 1,118,109 | |
| Non-current liabilities: | |||
| Deferred tax | 12 | 261 | 274 |
| Provision for other risks and charges | 11 | 54,195 | 48,584 |
| Total non-current liabilities | 54,456 | 48,858 | |
| Current liabilities: | |||
| Accounts payable-trade | 7 | 1,013 | 749 |
| Accounts payable-other | 7 | 859 | 545 |
| Accrued expenses | 8 | 1,122 | 1,166 |
| Taxes payable | 10 | 334 | 2,003 |
| Deferred income | 2 | ‐ | |
| Total current liabilities | 3,330 | 4,462 | |
| Total liabilities | 57,786 | 53,320 | |
| Shareholders' equity: | |||
| Share capital | 15 | 672,000 | 672,000 |
| Treasury shares | 15 | (39,905) | (41,640) |
| Revaluation reserve | 15 | 1,727 | 1,769 |
| Legal reserve | 15 | 127,165 | 119,465 |
| Adjustment in equity investments, other reserves and retained earnings | 15 | 294,096 | 159,215 |
| Net profit for the year | 15 | 183,875 | 153,979 |
| Total shareholders' equity | 1,238,959 | 1,064,788 | |
| Total liabilities and shareholders' equity | 1,296,745 | 1,118,109 | |
The accompanying notes form an integral part of the financial statements for the year ended 31 December 2009.
(Amounts stated in thousand of euros)
(Translation and reformatted from the Portuguese original -- Note 26)
| Notes | 2009 | 2008 | |
|---|---|---|---|
| Operating income: | |||
| Sales and services rendered | 13 and 16 | 4,548 | 4,600 |
| Other operating income | 13 | 590 | 665 |
| Reversal of amortisations and adjustments | 14 | 81 | 48 |
| Total operating income | 5,219 | 5,314 | |
| Operating expenses: | |||
| Outside supplies and services | (4,011) | (4,150) | |
| Payroll costs | 17 | (8,081) | (7,986) |
| Depreciation and amortisation | (501) | (441) | |
| Provisions | 11 | (2,340) | (2,408) |
| Other operating expenses | (226) | (84) | |
| Total operating expenses | (15,159) | (15,069) | |
| Operating loss | (9,940) | (9,755) | |
| Financial income, net | 18 | 190,381 | 112,471 |
| Extraordinary items, net | 19 | (112) | (104) |
| Income before income tax | 180,329 | 102,612 | |
| Income tax | 12 | 3,546 | 51,366 |
| Net profit for the year | 183,875 | 153,979 | |
The accompanying notes form an integral part of the financial statements for the year ended 31 December 2009.
for the years ended 31 December 2009 and 2008
(Amounts stated in thousand of euros)
(Translation and reformatted from the Portuguese original -- Note 26)
| Distribution of profits to employees (Note 15) Earnings allocated to reserves (Note 15) Balances at 31 December 2007 Dividends (Note 15) |
Share capital |
Treasury shares |
Revaluation reserve |
reserve Legal |
investments Adjustment in equity |
and retained reserves earnings Other |
income for the period Net |
Total |
|---|---|---|---|---|---|---|---|---|
| 672,000 | (19,927) | 1,811 | 106,900 | 310,142 | 14,635 | 251,284 | 1,336,845 | |
| Purchase/(sale) of treasury shares (Notes 15 and 22) Adjustments in equity investments (Note 5 and 15) Balances at 31 December 2008 Net profit for the year Other adjustments |
‐ ‐ ‐ ‐ ‐ ‐ ‐ 672,000 |
‐ ‐ ‐ ‐ ‐ ‐ (21,713) (41,640) |
‐ ‐ ‐ ‐ ‐ ‐ (42) 1,769 |
12,565 ‐ ‐ ‐ ‐ ‐ ‐ 119,465 |
‐ ‐ ‐ ‐ ‐ (248,809) 86,622 147,955 |
‐ 722 ‐ ‐ (86,580) 81,159 1,325 11,261 |
‐ ‐ ‐ (93,724) (154,560) (3,000) 153,979 153,979 |
(153,235) (3,000) (20,991) (248,809) 153,979 1,064,788 |
| Purchase/(sale) of treasury shares (Notes 15 and 22) Adjustments in equity investments (Note 5 and 15) Distribution of profits to employees (Note 15) Earnings allocated to reserves (Note 15) Net profit for the year Other adjustments Dividends (Note 15) |
‐ ‐ ‐ ‐ ‐ ‐ ‐ |
‐ ‐ ‐ 1,735 ‐ ‐ ‐ |
‐ ‐ ‐ ‐ ‐ ‐ (42) |
7,700 ‐ ‐ ‐ ‐ ‐ ‐ |
‐ ‐ ‐ ‐ 113,993 ‐ (84,536) |
‐ ‐ 84,578 ‐ (200) 19,504 1,543 |
‐ ‐ ‐ (27,204) (124,320) (2,455) 183,875 |
(122,777) (2,455) 1,534 113,993 183,875 |
| Balances at 31 December 2009 | 672,000 | (39,905) | 1,727 | 127,165 | 177,411 | 116,685 | 183,875 | 1,238,959 |
(Amounts stated in thousand of euros)
(Translation and reformatted from the Portuguese original -- Note 26)
| Notes | 2009 | 2008 | |
|---|---|---|---|
| Operating activities: | |||
| Receipts from clients | 54 | 69 | |
| Payments to suppliers | (4,056) | (4,456) | |
| Payments to employees | (9,796) | (9,751) | |
| Cash flow generated by operations | (13,798) | (14,139) | |
| Income tax recovered / (paid) | 5,860 | 6,339 | |
| Other receipts relating to operating activities | 5,197 | 5,461 | |
| Cash flow before extraordinary items | (2,742) | (2,338) | |
| Receipts relating to extraordinary items | ‐ | 2 | |
| Payments relating to extraordinary items | (110) | (56) | |
| Cash flow from operating activities (1) | (2,852) | (2,392) | |
| Investing activities: | |||
| Receipts relating to: | |||
| Property, plant and equipment | ‐ | 27 | |
| Interest and similar income | 68 | 1,239 | |
| Dividends | 1 | 196,338 | 173,170 |
| Loans to Group companies | 2 | 5,500 | 65,500 |
| 201,906 | 239,935 | ||
| Payments relating to: | |||
| Property, plant and equipment | (185) | (108) | |
| Loans to Group companies | 2 | (4,000) | (58,500) |
| (4,185) | (58,608) | ||
| Cash flow from investing activities (2) | 197,721 | 181,327 | |
| Financing activities: | |||
| Receipts relating to: | |||
| Sale of treasury shares | 1,504 | 4,856 | |
| Loans from Group companies | 3 | 1,000 | 7,488 |
| 2,504 | 12,344 | ||
| Payments relating to: | |||
| Loans obtained | ‐ | (5,000) | |
| Interest and similar costs | (3,712) | (304) | |
| Dividends | (122,777) | (153,151) | |
| Purchase of treasury shares | ‐ | (25,586) | |
| Loans from Group companies | 3 | (1,000) | (7,488) |
| (127,489) | (191,528) | ||
| Cash flow from financing activities (3) | (124,985) | (179,184) | |
| Change in cash and cash equivalents (4) = (1)+(2)+(3) | 69,884 | (250) | |
| Cash and cash equivalents at the beginning of the year | 616 | 857 | |
| Effect of currency translation | (5) | 9 | |
| Cash and cash equivalents at the end of the year | 4 | 70,495 | 616 |
The accompanying notes form an integral part of the financial statements for the year ended 31 December 2009.
(Amounts stated in thousand of euros) (Translation and reformatted from the Portuguese original -- Note 26)
| Amounts received | |
|---|---|
| Cimpor Portugal, SGPS, S.A. | 126,249 |
| Cimpor Inversiones, S.A. | 70,000 |
| Cement Services Company, S.A.E. | 88 |
| Cimpor Egypt for Cement Company, S.A.E. | 1 |
| 196,338 |
| Amounts paid during the year |
Amounts received during the year |
|
|---|---|---|
| Cimpor - Indústria de Cimentos, S.A. | ‐ | 2,000 |
| Betão Liz, S.A. | 4,000 | 3,500 |
| 4,000 | 5,500 |
| during the year | during the year | |
|---|---|---|
| Cimpor Portugal, SGPS, S.A. | 1,000 | 1,000 |
In the year ended 31 December 2009, this caption includes current deposits in the amount of 345 thousand euros and a term deposit, in the amount of 70.150 thousand euros, which earns interest at normal market rates and with maturity on 13 January 2010.
For the year ended 31 December 2009 (Amounts stated in thousands of euros) (Translated and reformatted from the Portuguese original -- Note 26)
Cimpor - Cimentos de Portugal, SGPS, S.A. (''the Company'' or ''Cimpor'') was incorporated on 26 March 1976, as a wholly owned Portuguese Government company. After several privatisation phases, Cimpor is now a public company listed on the Lisbon stock exchange. The Company operates in Portugal, Spain, Morocco, Tunisia, Egypt, Turkey, Brazil, Peru, Mozambique, South Africa, China, India and Cape Verde (''the Cimpor Group'' or ''Group'').
The Company's investments are held essentially through two sub-holding companies; (i) Cimpor Portugal, SGPS, S.A., which holds the investments in companies dedicated to the production of cement, ready mix concrete, concrete parts and related activities in Portugal; and (ii) Cimpor Inversiones, S.L., which holds the investments in companies with head offices abroad.
The accompanying financial statements were prepared as a going concern basis from the Company's accounting records.
These financial statements are stated in thousands of euros and were prepared in accordance with generally accepted accounting principles in Portugal (''Portuguese GAAP''), which may be different from generally accepted accounting principles in other countries. The accompanying financial statements also include certain reclassifications in order to conform more closely to the form and content of financial statements presented in international financial markets.
The preparation of financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenue and expenses during the report period. Actual results could differ from those estimates.
These financial statements refer to the company on an individual non-consolidated basis, investments being recorded in accordance with the equity method as described below. Under the article 4 of Regulation No.1606/2002 of the European Parliament and the Council of 19 July, the Company presents consolidated financial statements in accordance with International Financial Reporting Standards (''IAS/IFRS'').
The Decree-Law No.158/2009 of 13 June has aproved the new ''Sistema de Normalização Contabilística'' (Accounting Harmonisation System -- ''SNC'') and repealed the ''Plano Oficial de Contabilidade'' (the former Official Accounting Plan -- ''POC''). The application of SNC or the International Financial Reporting Standards is mandatory to the first financial year beginning on or after 1 January 2010 and requires the presentation of comparative information for the year 2009. The Company is still evaluating the accounting impacts of adopting one or another normative, as well as the impact on their capital management policies and dividend distribution.
The principal accounting policies used in the preparation of these financial statements are:
Investments in group and associated companies are recorded using the equity method of accounting. Such investments being initially recorded at cost which is then increased or reduced to the amount corresponding to the proportion owned of the book value of the equity of these companies as of the date of acquisition of the investment or the date the equity method was first applied.
Whenever necessary in order to conform the financial statements of group and associated companies to the Group's accounting policies, adjustments and reclassifications are made to them.
In accordance with the equity method of accounting, investments are adjusted by the amount corresponding to the Company's share in the net results of the group companies, by corresponding entry to the statement of profit and loss for the year (Note 18), and by other changes in the equity of subsidiary companies, by corresponding entry to the caption ''Adjustments in equity investments'' (Note 15). In addition, dividends received from these companies are recorded as decreases in the value of the investments.
Other investments are stated at cost less, when applicable, adjustments for estimated losses on realisation, except quoted securities measured at fair value, in accordance with the requirements of IAS 39 -- Financial instruments: Recognition and Measurement (''IAS 39'').
Goodwill arises from the difference between the cost of the investments in subsidiary companies and the related fair value of the subsidiaries' net assets as of the date of acquisition. Goodwill resulting from increases in previous investments are amortised on a straight-line basis over the remaining useful live period defined on the first acquisition. Goodwill is capitalised and amortised on a straight-line basis over its estimated realisation period, which varies from five to twenty years.
This caption consists in the acquired right of an aircraft fraction. Depreciation is provided on a straight-line basis over five years.
Property, plant and equipment is stated at cost, which includes acquisition expenses or, in the case of certain fixed assets acquired up to 31 December 1992, at restated value computed in accordance with the revaluation criteria established by the applicable Portuguese legislation.
Depreciation is provided on a straight-line basis over the estimated useful lives which correspond to the following estimated average useful lives:
| years | |||
|---|---|---|---|
| Buildings and other constructions | 10 | ‐ | 50 |
| Basic equipment | 7 | ‐ | 16 |
| Transportation equipment | 4 | ‐ | 5 |
| Administrative equipment | 3 | ‐ | 14 |
The provisions and adjustments are recorded at the amounts considered necessary to cover estimated losses.
Foreign currency assets and liabilities for which there is no fixed exchange rate agreement are translated to euros at the rates of exchange prevailing at the balance sheet date. Exchange differences are credited or charged to the statement of profit and loss in the year in which they arise, except for the following, which are recorded in the balance sheet in the caption ''Adjustments in equity investments'':
Cash represents immediately available funds and cash equivalents include liquid investments readily convertible to cash with an original maturity of three months or less.
Certain subsidiary companies have assumed the responsibility for paying additional pensions and healthcare benefits to those paid by the Portuguese Social Security, under two different schemes: a defined benefit plan and a defined contribution plan. The related liabilities are recorded in accordance with Portuguese Accounting Directive 19.
In accordance with this accounting standard, payments made to the defined contribution plan are expensed in the year to which they relate. In the case of the defined benefit plan, costs are expensed over the normal active service life of the employees.
An actuarial valuation is performed at the end of each period in order to calculate the present value of the past service liability and the cost to be recorded in the period.
The effects of those accounting records on these subsidiary companies are reflected on the Company's financial statements by the application of the equity method.
The Company has at its service employees with contractual bond with Cimpor -- Indústria de Cimentos, S.A. (''Cimpor Indústria''), which are beneficiary of retirement and healthcare benefits. The corresponding costs are supported by the Company and recorded as Payroll costs.
Additionally, since 1st January 2008, the Company assumed the compromise of establishing a post-employment benefit plan for its employees (Note 21).
Tax on income for the period is calculated based on the taxable results and takes into consideration deferred taxation.
Deferred tax assets and liabilities are calculated and assessed periodically attending to the temporary differences between the assets and liabilities book values and the valid for tax purposes corresponding values, using the rates expected to be in force when the temporary differences reverse and are not subject to discounting.
Deferred tax assets are only recognised when there is reasonable expectation that sufficient taxable profits will exist to use them. A reappraisal of the temporary differences underlying the deferred tax assets is made at the balance sheet date, so as to recognise or adjust them based on the current expectation of their future recovery.
Amounts recorded in this caption, resulting from the net increase in property, plant and equipment through revaluations made in accordance with the defined criteria, are transferred to retained earnings when realised through sale, write-off or depreciation of the related items. In general these amounts are not available for distribution and can only be used to increase share capital or to cover losses incurred up to the end of the period to which the revaluation relates.
The company records income and expenses on an accruals basis. Under this basis, income and expenses are recorded in the period to which they relate independently of when the corresponding amounts are received or paid. Differences between the amounts received and paid and the related income and expenses are recorded in accrual and deferral captions.
Assets to be realised and liabilities to be settled within one year of the balance sheet date are classified as current.
The Group has the policy of resorting to financial derivative instruments to hedge the financial risks to which it is exposed as a result of changes in interest rates and exchange rates.
In this respect the Group does not contract derivative financial instruments for speculation purposes.
The Group contract financial derivative instruments in accordance with internal policies set and approved by the Board of Directors.
Financial derivative instruments are measured at fair value. The method of recognising this depends on the nature and purpose of the transaction.
Derivative financial instruments are designated as hedging instruments in accordance with the provisions of IAS 39, as regards their documentation and effectiveness.
Changes in the fair value of derivative instruments designated as fair value hedges are recognised as financial income or expense for the period, together with changes in the fair value of the asset or liability subject to the risk.
Changes in the fair value of derivative financial instruments designated as cash flow hedging instruments are recorded in the caption 'Other reserves' as regards their effective component and in financial income or expense for the period as regards their non effective component. The amounts recorded under 'Other reserves' are transferred to the statement of profit and loss in the period in which the effect on the item covered is also reflected in the statement of profit and loss.
Changes in the value of derivative financial instruments hedging net investments in a foreign entity, are recorded in the caption Adjustment in equity investments as regards their effective component. The non effective component of such variations is recognised immediately as financial income or expense for the period. If the hedging instrument is not a derivative, the corresponding variations resulting from changes in the exchange rate are included in the caption Adjustment in equity investments.
Hedge accounting is discontinued when the hedging instrument matures, is sold or exercised, or when the hedging relationship ceases to comply with the requirements of IAS 39.
Changes in the fair value of derivative financial instruments which are contracted for financial hedging purposes in accordance with the Group's risk management policies, but do not comply with all the requirements of IAS 39 to qualify for hedge accounting, are recorded in the statement of profit and loss for the period in which they occur.
The effects of the recognition of these instruments in the Group companies that contract these instruments, are reflected under the heading of ''Investments, net'', by the application of the equity method.
This caption consists of:
| 2009 | 2008 | |
|---|---|---|
| Accounts receivable from affiliated companies (Note 13) | 3,701 | 11,462 |
| Accounts receivable from public entities | 6,642 | 1,363 |
| Other receivables | 113 | 138 |
| 10,456 | 12,962 |
This caption consists of:
| 2009 | 2008 | |
|---|---|---|
| Doubtful accounts receivable | 2,894 | 3,145 |
| Other receivables | 613 | 611 |
| 3,506 | 3,756 | |
| Adjustments for doubtful accounts receivable (Note 14) | (3,502) | (3,754) |
| 4 | 2 |
The Company classifies, as doubtful, specific overdue accounts receivable balances from customers. As these balances, together with other balances classified under the caption other receivables, are not fully collectible, the Company records an adjustment for doubtful accounts receivable to cover the estimated loss on their realization.
This caption consists of:
| 2009 | 2008 | |
|---|---|---|
| Affiliated companies: | ||
| Cimpor Inversiones, S.A. | 785,528 | 641,444 |
| Cimpor Portugal, SGPS, S.A. | 400,734 | 438,480 |
| Cimpor Reinsurance, S.A. | 13,101 | 10,855 |
| Cimpor Financial Operations, B.V. | 5,114 | 4,473 |
| Cimpor Tec - Engenharia e Serviços Técnicos de Apoio ao | ||
| Grupo, S.A. | 2,316 | 1,573 |
| Cement Services Company, S.A.E. | 52 | 137 |
| Cimpor Egypt For Cement Company, S.A.E. | 7 | 6 |
| 1,206,852 | 1,096,967 | |
| Securities and other investments: | ||
| Companhia de Cimentos de Moçambique, S.A. | 4,050 | 4,050 |
| Others | 73 | 73 |
| 4,123 | 4,123 | |
| Adjustments for investments | (4,051) | (4,051) |
| 1,206,925 | 1,097,041 | |
The investments in affiliated companies are recorded in accordance with the equity method of accounting after any adjustment or reclassification to conform the affiliated companies financial statements with the Company's accounting policies. Other participations are stated at cost less, when applicable, adjustments for estimated losses on realization.
The application of the equity method to investments in affiliated companies at 31 December 2009 had the following impact:
| Profit in group companies (Note 18) |
Adjustment in equity investments (Note 15) |
Dividends | Total | |
|---|---|---|---|---|
| Cement Services Company, S.A.E. | 7 | (4) | (88) | (85) |
| Cimpor Egypt for Cement Company, S.A.E. | 2 | ‐ | (1) | ‐ |
| Cimpor Financial Operations, B.V. | 641 | ‐ | ‐ | 641 |
| Cimpor Inversiones, S.A. | 99,085 | 114,998 | (70,000) | 144,083 |
| Cimpor Portugal, SGPS, S.A. | 89,505 | (1,001) | (126,249) | (37,745) |
| Cimpor Reinsurance, S.A. | 2,246 | ‐ | ‐ | 2,246 |
| Cimpor Tec - Engenharia e Serviços | ||||
| Técnicos de apoio ao Grupo S.A. | 744 | ‐ | ‐ | 744 |
| 192,229 | 113,993 | (196,338) | 109,884 |
The adjustments in equity investments relating to Cimpor Inversiones include, mainly: (i) the effect of adopting the provisions of IAS 39 related to hedge accounting and derivative financial instruments recognition; and (ii) the effect of translating the foreign currency financial statements of affiliated companies.
This caption comprises the following, at net book value:
| Cost: | 2009 | 2008 |
|---|---|---|
| Land | 2,409 | 2,409 |
| Buildings and other constructions | 8,950 | 8,950 |
| Basic equipment | 3,095 | 3,095 |
| Transportation equipment | 630 | 378 |
| Administrative equipment | 4,967 | 5,346 |
| Fixed assets in progress | 2 | ‐ |
| 20,053 | 20,178 | |
| Accumulated depreciation: | ||
| Buildings and other constructions | (5,703) | (5,522) |
| Basic equipment | (3,073) | (3,068) |
| Transportation equipment | (361) | (226) |
| Administrative equipment | (4,652) | (5,031) |
| (13,788) | (13,847) | |
| Net book values: | ||
| Land | 2,409 | 2,409 |
| Buildings and other constructions | 3,247 | 3,428 |
| Basic equipment | 22 | 26 |
| Transportation equipment | 269 | 152 |
| Administrative equipment | 315 | 316 |
| Fixed assets in progress | 2 | ‐ |
| 6,265 | 6,331 |
Property, plant and equipment has been revalued in accordance with Decree Laws 126/77, 219/82, 399-G/84, 118-B/86, 111/88, 49/91, 22/92 and 264/92, and Law 36/91, using price indices established by those legislations.
The effect of the revaluations on net book value is as follows:
| Historical | Revalued | ||
|---|---|---|---|
| cost | Revaluation | amounts | |
| Land | 359 | 2,050 | 2,409 |
| Buildings and other constructions | 807 | 2,440 | 3,247 |
| Basic equipment | 22 | ‐ | 22 |
| Transportation equipment | 269 | ‐ | 269 |
| Administrative equipment | 295 | 20 | 315 |
| 1,752 | 4,511 | 6,263 |
A portion (40%) of the additional depreciation arising from the revaluations is not deductible for income tax purposes, originating a deferred tax liability of 261 thousand euros (Note 12).
This caption consists of:
| 2009 | 2008 | |
|---|---|---|
| Accounts payable to related companies (Note 13) | 692 | 418 |
| Accounts payable to suppliers | 1,084 | 750 |
| Other creditors | 97 | 126 |
| 1,872 | 1,294 |
This caption consists of:
| 2009 | 2008 | |
|---|---|---|
| Vacation pay and vacation bonus | 981 | 995 |
| Derivative financial instruments (Note 23) | ‐ | 6 |
| Defined contribution plan (Note 21) | ‐ | 17 |
| Other | 141 | 148 |
| 1,122 | 1,166 |
This caption consists of:
| 2009 | 2008 | |
|---|---|---|
| Derivative financial instruments (Note 23) | ‐ | 6 |
| Insurance | 30 | 33 |
| Interests receivable | 14 | 2 |
| Other | 1,915 | 284 |
| 1,959 | 325 |
The caption ''Other'' includes 1,796 thousand euros of expenses already incurred relating to future years, under the program of commercial paper, opened on 22 May 2009 (Note 18).
This caption consists of:
| 2009 | 2008 | |
|---|---|---|
| Income tax | 22 | 1,698 |
| Withholding tax | 125 | 111 |
| Value added tax | 88 | 91 |
| Social Security contributions | 98 | 103 |
| 334 | 2,003 |
The income tax payable is the result of the special regime for taxation of groups of companies that Cimpor Group is subject.
During the year ended 31 December 2009, the movement in the provision account balances, was as follows:
| Beginning balance |
Increases | Ending balance |
|
|---|---|---|---|
| Provisions for other risks and charges: Tax provisions |
48,553 | 5,611 | 54,164 |
| Other risks and charges | 31 | ‐ | 31 |
| 48,584 | 5,611 | 54,195 |
The increases and decreases in the provision for tax contingencies were recorded by corresponding entries to the following captions:
| Increases | |
|---|---|
| Provisions | 2,340 |
| Tax provisions (Note 12) | 3,271 |
| 5,611 |
The Company is subject to Corporate Income Tax (''CIT'') at the rate of 25%, and municipal surcharge up to 1,5%, which adds to a total tax rate of 26,5%. Gains and losses in associated companies recorded under the equity method are not relevant for tax purposes. The same applies to dividends received from affiliated companies.
As from 2001, the Company and its over 90% held Portuguese subsidiaries are subject to the special regime for taxation of groups of companies (''RETGS''). This regime consists of applying the CIT rate to the consolidated taxable results of the companies included in the special regime plus the municipal surcharge, and excluding profits distributed between those companies. The Company is also subject to autonomous taxation over certain expenses mentioned in article 81 of the CIT Code.
In accordance with current legislation, the Company's tax returns are subject to reviews performed by the tax authorities for a period of four years (for Social Security purposes ten years, until 2000, and five years from 2001), except if there are tax losses computed, tax benefits granted or tax audits, claims or appeals in progress, in which cases the periods can be extended or suspended. At the date of this report, the Company's tax returns were reviewed by the tax authorities up to the tax year of 2007, and the tax audit for 2008 is in course.
As a result of the reviews performed by the tax authorities to the CIT returns for the years of 1996 to 2007, additional adjustments were made to the assessment basis and to tax, determined under the tax consolidation regimes, being the most significant adjustments from the increase of depreciations resulting from the revaluation of property, plant and equipment. The Board of Directors believes, based on the understanding of its tax consultants, that the above mentioned adjustments have no legal basis and therefore they have been legally claimed.
In addition, the Board of Directors believes that any payment of the above tax, resulting from tax assessments up to the tax year of 2001 or subsequent if influenced by operations up to that date, are the responsibility of the ''Fundo de Regularização da Dívida Pública'', Government body.
For the years 1997 and 1998 this subject was sanctioned by the decision of the Chamber of the Supreme Administrative Court, confirmed by plenary of that Chamber, which consequences are the recognition, as always has been defended by the Company, that the payment of the above tax, resulting from additional tax assessments related to these years, it's responsibility of ''Fundo de Regularização da Dívida Pública''.
The Board of Directors believes that the recorded provisions (Note 11) reflect, prudently, the potential risks associated with the probability that the adjustments may result in future payments, including an estimate for the years not yet audited.
Temporary differences between the recognition of income and expenses for accounting and tax purpose are considered in computing the income tax charge for the year.
Reconciliation of the provision for income tax at the statutory Portuguese income tax rate, for the year ended 31 December 2009 and the effective income tax rate, was as follows:
| Tax base | Income tax | |
|---|---|---|
| Income before income tax | 180,329 | |
| Temporary differences | 12 | |
| Permanent differences | (192,793) | |
| (12,452) | ||
| Normal charge | (3,300) | |
| Tax deductions | (125) | |
| Tax adjustments | 142 | |
| Autonomous taxation | 43 | |
| (3,240) | ||
| Deferred tax on temporary differences reversed in the period | (3) | |
| Tax provisions (Note 11) | 3,271 | |
| Prior year adjustments | (260) | |
| Adjustments to the consolidated Group's tax and others | (3,315) | |
| (3,546) |
Permanent differences include mainly elimination of the effect of applying the equity method (Notes 5 and 18).
The movement in deferred taxes in the year ended 31 December 2009 is as follows:
| Beginning | Ending | |
|---|---|---|
| balance | Reversal | balance |
| 274 8 |
||
| 292 | (10) | 282 |
| 274 | (13) | 261 |
| 284 8 |
(10) ‐ |
The principal balances and transactions in the year ended 31 December 2009 with Group companies were as follows:
| Balances | ||||
|---|---|---|---|---|
| Group | Group | |||
| companies, | companies, | |||
| accounts | accounts | |||
| receivable | Accounts | Accrued | payable | |
| (Note 3) | payable | expenses | (Note 7) | |
| Agrepor Agregados, S.A. | 8 | ‐ | ‐ | 7 |
| Betão Liz, S.A. | 509 | ‐ | ‐ | 14 |
| Cimpor - Indústria de Cimentos, S.A. | 451 | ‐ | 6 | 557 |
| Cimpor Betão - Indústria de Betão Pronto, S.A. | ‐ | ‐ | ‐ | 2 |
| Cimpor Finance Limited | 39 | ‐ | ‐ | ‐ |
| Cimpor Imobiliária, S.A. | ‐ | ‐ | 18 | ‐ |
| Cimpor Internacional, SGPS, S.A. | 12 | ‐ | ‐ | ‐ |
| Cimpor Portugal, SGPS, S.A. | 2,611 | ‐ | ‐ | 100 |
| Cimpor - Serviços de Apoio à Gestão | ||||
| de Empresas, S.A. | 51 | 691 | ‐ | 13 |
| Cimpor Tec - Engenharia e Serviços | ||||
| Técnicos de apoio ao Grupo S.A. | 2 | ‐ | ‐ | ‐ |
| Imopar, SARL | 9 | ‐ | ‐ | ‐ |
| Sacopor - Sociedade de Embalagens | ||||
| e Sacos de Papel, S.A. | 9 | ‐ | ‐ | ‐ |
| 3,701 | 691 | 25 | 692 |
The balance receivable from Betão Liz, S.A. includes 500 thousand euros relating to treasury support, which earns interest at normal market rates.
The balance receivable from Cimpor Portugal, SGPS, S.A. includes: (i) 4,023 thousand euros relating to tax income according to the special regime for taxation of groups of companies (Note 12); (ii) and a tax credit in the amount of 1,412 thousand euros under the ''Sistema de Incentivos Fiscais à Investigação e Desenvolvimento'' (System of Tax Incentives for Research and Development -''SIFIDE'') relating to the year of 2007.
| Transactions | |||||
|---|---|---|---|---|---|
| Interest expenses (Note 18) |
Interest income (Note 18) |
Services rendered (Note 16) |
Other operations income |
Outside supplies and serviçes |
|
| Agrepor Agregados, S.A. | ‐ | ‐ | ‐ | 8 | 1 |
| Betão Liz, S.A. | ‐ | 8 | ‐ | ‐ | ‐ |
| Cimpor - Indústria de Cimentos, S.A. | ‐ | 11 | 4,488 | 63 | 13 |
| Cimpor Internacional, SGPS, S.A. | ‐ | ‐ | 60 | ‐ | ‐ |
| Cimpor Portugal, SGPS, S.A. | 2 | ‐ | ‐ | ‐ | ‐ |
| Cimpor - Serviços de Apoio à Gestão de Empresas, S.A. |
‐ | ‐ | ‐ | 507 | 1,745 |
| Cimpor Tec - Engenharia e Serviços Técnicos de apoio ao Grupo S.A. |
‐ | ‐ | ‐ | 3 | ‐ |
| Sacopor - Sociedade de Embalagens | |||||
| e Sacos de Papel, S.A. | ‐ | ‐ | ‐ | 9 | ‐ |
| 2 | 19 | 4,548 | 590 | 1,759 |
During the year ended 31 December 2009, the movement in accounts receivable adjustments was as follows:
| Beginning balance |
Utilisation | Reversal | Ending balance |
|
|---|---|---|---|---|
| Adjustments for: | ||||
| Doubtful accounts receivable | 3,143 | (170) | (81) | 2,892 |
| Other debtors/ shareholders | 611 | ‐ | ‐ | 611 |
| 3,754 | (170) | (81) | 3,502 |
At 31 December 2009, Cimpor's fully subscribed and paid up share capital consisted of 672 million shares with a nominal value of one euro each.
The last known shareholding structure of the Company, as per notifications of official qualifying shareholders received by the company until 31 December 2009, was as follows (including shares owned by its related companies and its corporate board members):
| % | Number of shares |
|
|---|---|---|
| Teixeira Duarte, SGPS, S.A. | 22.78 | 153,096,575 |
| Manuel Fino, SGPS, S.A. | 10.67 | 71,735,460 |
| Lafarge, S.A. | 17.28 | 116,089,705 |
| Banco Comercial Português, S.A. (BCP) and BCP Pension Fund | 10.04 | 67,474,186 |
| Caixa Geral de Depósitos, S.A. | 9.62 | 64,669,794 |
| Bipadosa, S.A. | 6.46 | 43,401,650 |
| Sr. Ten-Cor. Luís Augusto da Silva | 3.99 | 26,814,238 |
| Others | 19.16 | 128,718,392 |
| 100.00 | 672,000,000 |
This caption results from the revaluation of property, plant and equipment in accordance with the applicable legislation (Note 6). In accordance with current legislation this reserve can only be used to cover losses or to increase share capital.
In accordance with current legislation the Company must appropriate, to the legal reserve, at least 5% of its annual net profit until the reserve equals a minimum of 20% of capital. This reserve cannot be distributed to the shareholders but can be used to absorb losses once all the other reserves have been used, or to increase capital.
This caption, in the year ended 31 December 2009, relate mainly to: (i) transfer from ''Retained earnings'' to ''Adjustments in equity investments'' of the results not distributed by subsidiary companies recorded in accordance with the equity method; (ii) adjustment of investments resulting from changes in the equity of subsidiary companies (Note 5).
The net profit for the year ended 31 December 2008, in accordance with a decision of the Shareholders' Annual General Meeting held on 13 May 2009, was appropriated as follows:
| Dividends | 124,320 |
|---|---|
| Employees' bonus | 2,455 |
| Retained earnings | 19,504 |
| Legal reserve | 7,700 |
| 153,979 |
Undistributed dividends attributed to own shares, in the amount of 1,543 thousand euros, are included on the caption ''Other reserves and retained earnings''.
Company legislation relating to treasury shares requires the existence of a free reserve equal to the amount of the cost of such shares, which is not available for distribution while the shares are not sold. In addition, the applicable accounting rules require gains and losses on the sale of own shares to be recorded in reserves.
The movement in treasury shares, in the year ended 31 December 2009, corresponds to: (i) the sale of 502,245 shares to several employees of the Group (Note 22) for a total of 1,504 thousand euros, which resulted in a decrease of 200 thousand euros in ''Other reserves and retained earnings''.
At 31 December 2009 Cimpor held 7,974,587 treasury shares (Note 22).
Other reserves are available to be distributed, except the amount of 39,905 thousand euros which became unavailable, according to the commercial law applicable to treasury shares.
Services rendered for the year ended 31 December 2009 result from contracts to render management and administrative services entered into with affiliated companies (Note 13).
This caption consists of:
| 2009 | 2008 | |
|---|---|---|
| Salaries Social charges: |
6,081 | 5,900 |
| Pensions | 698 | 150 |
| Others | 1,301 | 1,936 |
| 8,081 | 7,986 |
In the year ended 31 December 2009, the Company´s corporate board remuneration was as follows:
| Fixed | Variable | ||
|---|---|---|---|
| remuneration | remuneration | Total | |
| Executive directors Non-executive directors |
1,466 682 |
1,895 ‐ |
3,361 682 |
| 2,148 | 1,895 | 4,043 |
This caption consists of:
| Income: 56 1,157 Interest income Gains in Group companies (Note 5) 192,229 111,801 7 13 Foreign exchange gains 192,293 112,971 Expenses: 14 391 Interest expenses 12 4 Foreign exchange losses 1,885 104 Other financial expenses 1,911 500 190,381 112,471 Financial income, net |
2009 | 2008 |
|---|---|---|
The caption ''Other financial expenses'' includes 1,808 thousand euros relating to expenses incurred under the program of commercial paper, opened on 22 May 2009 (Note 9).
This caption consists of:
| 2009 | 2008 | |
|---|---|---|
| Extraordinary income: | ||
| Debt recovery | 3 | 1 |
| Gains on the sale of fixed assets | ‐ | 23 |
| Other extraordinary income | 3 | 38 |
| 6 | 62 | |
| Extraordinary expenses: | ||
| Donations | 56 | 60 |
| Fines and penalties | 5 | 6 |
| Prior year adjustments | 55 | 86 |
| Other extraordinary expenses | 2 | 14 |
| 117 | 166 | |
| Extraordinary items, net | (112) | (104) |
At 31 December 2009 the Company had guarantees given to third parties totaling 58,423 thousand euros relating to guarantees given to the tax authorities, to cover additional tax assessments received, which responsibility is considered on the caption of Tax provisions on ''Provisions for other risks and charges'' (Note 11), and a guarantee given to three bank entities, in compliance with the obligations of a loan provided by the European Investment Bank to a subsidiary in the amount of 40,000 thousand euros.
As explained in Note 2, some Group companies have supplementary retirement and healthcare plans for their employees. The liability under these plans is reflected in the financial statements as of 31 December 2009 in accordance with the applicable accounting standards.
In the year ended 31 December 2009, Group liabilities with active and retired employees past services, ascend to 98,664 thousand euros, of which 74,186 thousand euros are financed by pension funds, being the remaining in the amount of 24,478 thousand euros, registered in liabilities of the correspondent affiliated companies.
As a result of applying the equity method of accounting, the effect of these plans is reflected in the Company's financial statements in the captions Financial income, and Investments.
As explained in Note 2, the Company additionally supported 501 thousand euros related to retirement and healthcare benefits given to employees with contractual relationship with Cimpor Indústria.
During the year 2008, the Company undertook to establish a Pension Fund, the annual contribution being of 4% of the base remuneration, plus seniority bonus. For this, the Company made contributions to the ''Fundo de Pensões BPI Garantia'' in the amount of 30 thousand euros and 32 thousand euros for the years 2008 and 2009, respectively, and supported an expense of 46 thousand euros in the year ended 2009. Additionally, contributions were made to Retirement Savings Plans in the years ended 2009 and 2008, in the amounts of 151 thousand euros and 133 thousand euros, respectively.
The beneficiaries of this Pension Fund are all the employees with contractual relationship with the Company, equal or exceeding five years, in 1st January 2008 or since that date, except for those that although having a shorter contractual relationship will reach the legal retirement age in the Company.
In accordance with Portuguese Commercial Company Act (''Código das Sociedades Comerciais''), the company Cimpor -- Cimentos de Portugal, SGPS, S.A. is jointly responsible for the obligations of its subsidiaries.
On 1 February 2005 a contract to render administrative, financial, accounting and human resources services was entered into between the Company and Cimpor -- Serviços de Apoio à Gestão de Empresas, S.A.. The contract involves an annual commitment of 1,728 thousand euros.
Comfort letters relating to group companies, given to third parties, are as follows:
| Corporacion Noroeste, S.A. | 62,742 |
|---|---|
| Cimentos de Moçambique, S.A.R.L. | 1,619 |
| 64,361 |
The Company also provides support to Euro Medium Term Notes programs established in the Group.
Various financing instruments include change of control clauses that can even provide for the possibility of early repayment by decision of the creditors, if 51% of the capital is controlled by a single entity or several entities acting in consortium. At 31 December 2009, the debt attributable to financial instruments containing such a clause amounted to 1.1746 billion of euros.
At the Shareholders' General Meeting held on 13 May 2009 an Employee Stock Acquisition Plan (year 2009) and a Cimpor Shares Stock Option Plan (series 2009) were approved.
The Board of Directors of CIMPOR -- Cimentos de Portugal, SGPS, S.A., is responsible for granting the benefits under these plans to other than to its own members; in the members case the benefits are granted by the Remuneration Committee.
The beneficiaries of the Employee Stock Acquisition Plan are granted with the right to acquire shares at a price equal to seventy-five percent of the closing price of the day the transaction is carried out, up to the amount that does not exceed half of his/her monthly gross base remuneration.
The beneficiaries of the Cimpor Shares Stock Option Plan are granted with the right to acquire Cimpor shares (initial options), at a price not lower than seventy-five percent of the average of the closing prices on the sixty stock market sessions preceding that date. For each option exercised, the beneficiary is granted the option to acquire one new share (derivative options), at the same price, in each of the three following years.
The options exercised and the shares bought during the year ended 31 December 2009 were as follows:
| Plan | Number of Shares |
Unit price | Date |
|---|---|---|---|
| Stock Option Plan - series 2009 | 326,900 | 2.85 | 1 June |
| Employee Stock Acquisition Plan - year 2009 | 175,345 | 3.26 | 14 May |
| 502,245 | |||
As at 31 December 2009, the Company held sufficient treasury stock to face the responsibilities inherent to the above mentioned stock options plans.
As at 31 December 2009, as a result of 2009 and previous series, 1,747,130 stock options are open.
The interest rate derivative contract, in which the Company was formal part in 31 December 2008, designed as a trading instrument, reached maturity during the year ended 31 December 2009. On that date the Company was no longer formal part of any financial instrument.
The most significant events that occurred after 31 December 2009 are described in the Directors' Report.
The accompanying financial statements are a reformatted translation of financial statements originally issued in Portuguese in accordance with generally accepted accounting principles in Portugal and the disclosures required by the Portuguese Official Chart of Accounts, some of which may not conform with or be required by generally accepted accounting principles in other countries. In the event of discrepancies the Portuguese language version prevails.
These financial statements were approved and authorized for issue by the Board of Directors on 7 April 2010, and will be subject to approval at Shareholders´ Annual General Meeting set for 29 April 2010.
The Board of Directors
Dr. Luís Eduardo da Silva Barbosa Dr. Vicente Árias Mosquera Prof. Dr. António Sarmento Gomes Mota José Manuel Baptista Fino Dr. Jorge Humberto Correia Tomé Dr. José Enrique Freire Arteta Eng. Jorge Manuel Tavares Salavessa Moura Eng. Luís Filipe Sequeira Martins Dr. Manuel Luís Barata de Faria Blanc Dr. António Carlos Custódio de Morais Varela Dr. Luís Miguel da Silveira Ribeiro Vaz Dr. Pedro Manuel Abecassis Empis
LEGAL CERTIFICATION OF ACCOUNTS AND AUDITORS' REPORT
Dear Shareholders,
As required by current law and in compliance with the articles of association of CIMPOR – Cimentos de Portugal, SGPS, S.A. (the Company) and the mandate of this governing body, the Audit Board hereby submits its report on the activities and issues its opinion on the financial statements for 2009, which have been submitted to us for analysis by the Board of Directors.
The Audit Board accompanied the activity and business of the Company by scrutinizing the accounting documents, records and supporting documentation, examining the minutes of meetings of the Board of Directors and the Executive Committee and viewing and analysing other related documents in order to assess compliance with the law and articles of association in force. The Audit Board also performed tests and other procedures, in as much detail as deemed necessary in the circumstances. It maintained contact with the Board of Directors and other managers, obtaining all necessary information and clarification whenever it requested such.
We examined the Annual Report of the Board of Directors, in the ambit of our duties, and concluded that it complies with legal requirements. Furthermore, we analysed the accounts for the financial year ended on 31 December 2009, which comprise the balance sheet, profit and loss accounts by nature and function, cash flow statement and notes thereto, as drawn up by the Board of Directors, with particular focus on the accounting principles used in their preparation and respective conformity with those generally accepted in Portugal pursuant to current law, as well as compliance with law and the articles of association.
The proposal for the appropriation of profits presented by the Board of Directors complies with applicable legislation and the articles of association.
The Audit Board has viewed the Statutory Audit Certificate issued by the statutory auditor and it agrees with that document.
Accordingly, it is our opinion that the above-stated accounting documents and also the proposal for the appropriation of profits are in accordance with accounting standards and the requirements of law and the articles of association, and therefore they meet the conditions for approval by the shareholders.
The Audit Board wishes to thank the Board of Directors and other employees of CIMPOR - - Cimentos de Portugal, SGPS, S.A. for their cooperation.
Lisbon, 12 April 2010
Ricardo José Minotti da Cruz-Filipe Chairman
Luís Black Freire d'Andrade Member
J. Bastos, C. Sousa Góis & Associados, SROC, Lda., represented by, Jaime de Macedo Santos Bastos Member
(Translation of a report originally issued in Portuguese)
Page 2 of 2
Lisbon, 12 April 2010
______________________________________ Deloitte & Associados, SROC S.A. Represented by João Luís Falua Costa da Silva
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