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Martifer Interim / Quarterly Report 2009

Sep 2, 2009

1938_ir_2009-09-02_a4c6a257-a833-4e98-95d6-84bd3a89ab54.pdf

Interim / Quarterly Report

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MARTIFER SGPS, S.A.

INTERIM CONSOLIDATED REPORT AND FINANCIAL STATEMENTS FOR THE 1ST HALF OF 2009

IFRS / NON AUDITED

Martifer SGPS, S.A.

Portuguese Public Company (Sociedade Aberta) Registered office: Zona Industrial de Oliveira de Frades, Oliveira de Frades Registered in the Companies Registry Office of Oliveira de Frades under the single registration and incorporation number 505 127 261 Share capital: 50.000.000 Euros

INTERIM MANAGEMENT REPORT FOR THE HALF YEAR ENDED 30 JUNE 2009

MESSAGE FROM THE BOARD OF DIRECTORS

During the first six months of 2009, a series of events occurred which impacted on the operational and financial performance of Martifer. In a challenging macroeconomic environment, Martifer has endeavoured to uphold the principles of solidity and sense of responsibility in its actions, defending the interests of its stakeholders.

With regard to the financial performance of this first half, on the one hand, we would like to mention the receipt, in the second quarter, of the amount agreed with Suzlon relating to the sale of Martifer's stake in Repower Systems, AG for the amount of 205 million euros, which generated a financial gain of 161 million euros. Between December 2008 and June 2009, Martifer received in various tranches the amount agreed at the time of the public bid launched by Martifer and Suzlon, totalling 270 million euros. At this time Martifer no longer holds any shares in Repower Systems, AG.

On the other hand, the macroeconomic instability in general and the turbulence in financial markets in particular have significantly affected the development of capital intensive projects, namely in renewable energy. In this regard, we considered it prudent to evaluate the portfolio of renewable energy projects, taking into account the increased difficulty in securing financing, as well as the uncertainty regarding electricity prices. As such, the Board of Directors has decided to recognize certain provisions and impairment losses with a 38 million euro impact on the consolidated financial results and position of the Group, of which 35.5 million euro in Electricity Generation and 2.5 million euro in Energy Systems.

As such, the consolidated profit of the Group for the first half of 2009 reached 112.6 million euros, which is not comparable to the previous periods due to the aforementioned facts.

In the Metallic Construction segment, this was a six month period of backlog building, with the spotlight on Spain, where we were recently awarded two significant contracts: the metallic structure for the Ulla flyover in Galicia and the Repsol headquarters in Madrid. Together, these contracts represent almost 40 million euro of backlog. The total backlog at the end of June reached 282 million euros.

In the Energy Systems segment, we believe in a partnership policy and we have a good example of this in the joint venture with Hirschfeld Industries for the steel tower for wind turbines factory in the USA. The construction of the factory started in June and we expect to manufacture the first towers in 2010.

In the Electricity Generation segment, we have over 100MW of operational renewable assets. We are focused on a reduced number of markets where we value partnerships as a means to accelerate development, local knowledge acquisition and share risk.

As a result of the continuous assessment that the Board of Directors carries out on the development of the different businesses that compose the Martifer Group, it has been decided that the Group will reduce its economic interest in the agriculture and biofuels business segment, composed of PRIO SGPS, SA (Prio) and its associate companies.

Martifer is a founding shareholder of Prio and holds a 60% participation in its share capital. This business has demonstrated a strong rate of growth in its activity and asset base. Although Prio has achieved a certain degree of maturity, continued operational growth means that it still needs growing financial resources and specialization of its human resources.

It is our conviction that there exists value creation in the different activities of Prio subsidiaries (in the food chain, in biodiesel and in fuel distribution) that cannot be fully explored within the current corporate structure of the group; that the potential for synergies with other Martifer Group companies is limited; that the future development of Prio business will further tend towards a growing interest in the food business, which is far removed from the other activities of the Martifer Group; and that Martifer should focus its human and financial resources on other business areas, where the strategic competencies of the Group lie.

The infrastructure and renewable energy sectors have been elected by the various governments as key sectors for the boosting of their economies. Martifer's strategy lies in strong investment in these two areas: consolidating its leadership position in metallic constructions and becoming a reference player in the renewables energy sector as a developer/constructor. As a result of the performance recorded in the first six months of the year, and given the current economic and financial situation, we believe it's appropriate to update the outlook for the end of the year:

  • Consolidated Revenues are expected to be slightly above the ones recorded in 2008 in all business areas;
  • In Metallic Constructions we expect to reach an Ebitda Margin of 10%, in line with guidance;
  • In Energy Systems we expect to reach an Ebitda Margin between 7% and 8%;
  • In Electricity Generation, Ebitda will be almost residual.

Despite the challenges that Martifer, its clients and suppliers are facing in the current environment, we will continue to consolidate our competitive position in the market enabling long term value creation for our shareholders and other stakeholders.

The Board of Directors of Martifer SGPS, SA

INTERIM MANAGEMENT REPORT FOR THE HALF YEAR ENDED 30 JUNE 2009

HIGHLIGHTS

  • Year on year consolidated revenue growth of 2.2% to 278.2 million euros
  • EBITDA of 26.7 million euros, representing a 5.4% growth and a 9.6% margin
  • Receipt of the balance of 205 million euros due from the sale of Repower Systems, AG, resulting in a financial gain of 160.9 million
  • Provisions and impairment losses of 38 million euros resulting from a revaluation of assets
  • Decision to reduce the economic interest of Martifer Group in the Agriculture & Biofuels segment, resulting in the classification of this segment as an 'Operational unit held for sale'
  • Net profit of 112.6 million euros. Excluding the impact of non recurring events and of the contribution of the operational unit held for sale, net profit was 1.3 million euros
  • Net debt of 418.2 million euros at June 2009, which represents a decrease of 67.2 million euros when compared with December 2008, on a comparable basis

SELECTED FINANCIAL INDICATORS OF THE INTERIM FINANCIAL STATEMENTS FOR THE HALF YEARS ENDED 30 JUNE 2009 AND 2008 – IFRS / NON AUDITED

In million euro st Half
1
2009
st Half
1
2008
Change
(%)
nd Quarter
2
2009
nd Quarter
2
2008
Change
(%)
Continued operations
Revenues 278.2 272.1 2.2% 132.7 161.3 -17,7%
EBITDA 26.7 25.4 5.4% 13.7 14.4 -4,9%
Depreciation and amortization costs 10.7 7.5 41.7% 5.6 3.8 48,3%
Provisions and impairment losses 39.2 1.5 >100% 39.0 1.4 >100%
EBIT -23.2 16.4 - -31.0 9.1 -
Financial results 150.4 -0.8 - 157.1 2.2 >100%
Income taxes 3.1 5.2 -40.9% 3.1 2.9 8,1%
Profit after tax 124.2 10.3 >100% 123.0 8.4 >100%
Earnings from business units held for sale -11.6 -0.7 >100% -10.9 -0.2 >100%
Consolidated profit for the 1st half 112.6 9.7 >100% 112.1 8.2 >100%
Attributable to shareholders of the Group 116.1 8.0 >100% 116.0 7.4 >100%
Attributable to minorities -3.5 1.7 - -3.8 0.8 -
EBITDA Margin 9.6% 9.3% +0.3 p.p. 10.3% 8.9% +1,4 p.p.
EBIT Margin -8.3% 6.0% - -23.3% 5.7% -
EBIT Margin adjusted for non recurring events 5.3% 6.0% -0.7 p.p. 5.3% 5.7% -0,4 p.p.

Note:

Revenues = Sales and services rendered, Change in production and Own work

EBITDA = Earnings before interest, taxes, depreciation and amortizations, provisions and impairment losses

EBIT = Earnings before interest and taxes

SELECTED FINANCIAL INDICATORS OF THE BALANCE SHEET FOR THE PERIODS ENDED 30 JUNE 2009 AND 31 DECEMBER 2008 AND 31 DECEMBER 2008 PROFORMA (PLEASE REFER TO NOTE) IFRS / NON AUDITED

31 December
30 June 31 December Change 2008 Change
In million euros 2009 2008 (%) (pro forma – please (%)
(reported) (reported) refer to note 1)
Total net assets 1,327.8 1.348.5 -1.5% 1.348.5 -1.5%
Of which from business units held for sale (2) 312.8 43.3 622.8% 293.3 6.6%
Equity (before minority interests) 381.1 273.3 39.4% 273.3 39.4%
Net debt (3) 418.2 609.3 -31.4% 485.4 -13.8%
Adjusted net debt (4) 368.8 356.6 3.4% 232.7 58.5%
Capex (tangible and intangible fixed assets) in the 1st half (5) 75.4

Note:

(2) This caption on 30 June 2009 is composed of the assets of the Agriculture and Biofuels segment and on 31 December 2008 by the stake in the share capital of Repower Systems AG.

(3) Net debt = Net financial debt (current and non current), financial lease obligations (current and non current) minus cash and equivalents and derivatives. (4) Adjusted net debt = Net debt minus the financial stake held by Martifer in shares of EDP at market prices (2.793 euros per share on 30 June 2009 e 2.695

euros per share on 31 December 2008) and by the stake in the share capital of Repower at selling value (205 million euros on 31 December 2008).

(5) In continued operations.

(1) Balance sheet captions at 31 December 2008 excluding contributions from the business units held for sale.

INTRODUCTORY NOTE

Since January 1st 2009, the Group has changed the consolidation method of associated companies Repower Portugal and Ventipower, held by the Group in 50% and 56.6% respectively. This change occurred because in 2009 Martifer lost the right to name the Chairman of Repower Portugal due to the rotation of the post, as agreed in the shareholders agreement between Martifer and REpower Systems, AG.

The impact of this change in the consolidation method on the consolidated financial position of Martifer on 30 June 2009 was a reduction of 9.7 million euros in total assets, a reduction of 4.2 million euros in total liabilities, a reduction of 5.4 million euros in minority interests and a negligible change in consolidated equity before minority interests. In the consolidated income statement for the period ended 30 June 2009 there was a reduction in revenues of 15.9 million euros, a reduction in EBITDA of 1.4 million euros and a reduction in profit for the 1st half of 1.2 million euros.

In June 2009, associate company Martifer Renewables SGPS, SA acquired 100% of the share capital of the company Parque Eólico Penha da Gardunha, SA. This company holds a 25% stake in Ventinveste, SA, which in turn holds 100% of Ventipower. As a result, the associated company Ventipower is held in 56.6% by the Group.

In June 2009, the Group classified the Agriculture & Biofuels segment (composed of Prio SGPS, SA and its subsidiaries) as a business unit held for sale. This change resulted from the fact that a plan to reduce the economic interest of the Group in Prio, currently held in 60%, to a position that determines loss of control is being carried out. Consequently, in compliance with IFRS 5, the contribution of the earnings of this segment is presented in a separate line in the consolidated income statement and in the statement of comprehensive consolidated income for the period ended 30 June 2009, and to allow comparability, for the same period of 2008.

The contributions of the assets and liabilities of the business unit held for sale to the consolidated financial position of Martifer on 30 June 2009 are presented in separate lines to the remaining assets and liabilities of the Group.

The details of these contributions are presented in Note 3) of the Notes to the Consolidated Financial Statements that are part of this Report.

The employment of IFRS 5 did not influence the consolidated net profit or the consolidated comprehensive income of the Group in the period ended 30 June 2009.

ANALYSIS OF FINANCIAL PERFORMANCE

INTRODUCTION

Due to the material influence of the non recurring events on the consolidated results of the Martifer Group and to assist in the analysis, below we present a table with the main financial indicators of the activity in the six month periods ended 30 June 2009 and 2008 for the continued operations excluding the impact of non recurring events, namely the capital gain in the sale of Repower Systems, AG shares held by the Group of 160.9 million euros and 38.0 million euros of provisions and impairment losses in the Electricity Generation and Energy Systems segments.

Continued operations excluding non recurring events st Half
1
st Half
1
Change
In million euros 2009 2008 (%)
Revenues 278.2 272.1 2.2%
EBITDA 26.7 25.4 5.4%
EBITDA Margin 9.6% 9.3% +0.3 p.p.
Depreciation and amortization costs 10.7 7.5 41.7%
Provisions and impairment losses 1.2 1.5 -17.4%
EBIT 14.8 16.4 -9.3%
EBIT Margin 5.3% 6.0% -0.7 p.p.
Financial results -10.5 -0.8 >100%
Income taxes 3.1 5.2 -40.9%
Consolidated profit for the 1st half 1.3 10.3 -87.5%
Attributable to shareholders of the Group 1.6 1.6 4.7%
Attributable to minorities -0.3 8.8 -

REVENUES AND EBITDA

The consolidated revenues of the Martifer Group in the 1st half of 2009 reached 278.2 million euros, representing a 2.2% year on year growth, resulting from the growth in the Energy Systems (+24.5%) and in Electricity Generation (+14.1%) which compensated the decline in revenue in the Metallic Construction business area (-18.8%).

Metallic Construction represented 45% of consolidated revenues, Energy Systems 53% and Electricity Generation 3%.

Revenues st Half
1
1 st Half
2009 2008 Change
In million Euro € Mn Weight € Mn Weight (%)
Consolidated 278.2 272.1 2.2%
Metallic Construction 125.4 45% 154.5 57% -18.8%
Energy Systems 147.4 53% 118.4 44% 24.5%
Electricity Generation 8.6 3% 7.5 3% 14.1%
Holding, elim. and adjustments -3.2 -1% -8.3 -3% -62.0%

The distribution of revenues by geography was as follows: Portugal 44%, Spain 7%, Central Europe 24% and Rest of the World 25%. Especially significant was the greater activity in Spain in the second quarter of 2009 when compared to previous quarters and the growing contribution from the Rest of World, as new geographies gained ground (Brazil, Angola, other EU countries).

Operational earnings before amortizations, depreciation, provisions and impairment losses – EBITDA – reached 26.7 million euros, representing a 9.6% EBITDA margin. The EBITDA margin increased 0.3 p.p. versus the 1st half of 2008 due to the stronger contribution from the Metallic Construction business area.

st Half
1
2009
st Half
1
2008
EBITDA Change
In million Euro € Mn Margin € Mn Margin (%)
Consolidated 26.7 9.6% 25.4 9,3% 5.4%
Metallic Construction 16.3 13.0% 15.9 10,3% 2.1%
Energy Systems 10.8 7.3% 10.2 8,6% 6.0%
Electricity Generation 1.7 19.4% -0.4 -5.5% 25.4%
Holding, elim. and adjustments -2.0 -0.3 -

EARNINGS

In the 1st half of 2009, amortization recorded year on year growth due to the growing fixed assets of the Group resulting from the continued capital expenditures in the last 12 months.

The Group recorded provisions and impairments losses amounting to 39.2 million euros, of which 38.0 million euros resulting from the valuation of assets in the portfolio of electricity generation projects in the Electricity Generation business area, reflecting the current market conditions, and from provisions in the Energy Systems business area.

As a result, operational earnings – EBIT – were negative 23.2 million euros. Excluding the impact of non recurring events, they would be 14.8 million euros, representing an EBIT margin of 5.3%.

Net financial expenses in the 1st half 2009, excluding the 160.9 million euros capital gain in the sale of Repower Systems, AG shares, reached 10.5 million euros, of which 10.1 million euros of net interest expenses.

Operational units classified as available for sale generated a negative contribution to results of 11.6 million euros.

Thus, the Group generated 112.6 million euros of profits in the 1st half of 2009, of which 116.1 million euros attributable to the shareholders of the Group. The profit from continued operations excluding the impact from non recurring events reached 1.3 million euros, of which -0.3 million euros attributable to the Group.

INVESTMENTS

In the period, the Group recorded capital expenditures in fixed tangible and intangible assets of 75.4 million euros, mainly in the construction of electricity generation assets in Romania and in Poland.

On June 30th 2009, the Group held 17.700.000 shares of EDP - Energias de Portugal, SA. At the closing price on that date, this stake was valued at 49.4 million euros and generated a potential gain of 1,734,600 euros, which was recorded directly in the caption 'Fair value reserves – Financial assets available for sale' in equity.

FINANCIAL POSITION

At the end of June 2009, the net debt of the Group – financial debt (current and non current), financial lease obligations (current and non current) minus cash and cash equivalents – reached 418.2 million euros, representing a decrease of 67.2 million euros from the end of 2008, excluding the contribution of the Agriculture & Biofuels segment.

Net debt adjusted for the stake held by the Group in EDP shares, valued at the closing price at 30 June 2009 (49.4 million euros), reached, on that date, 368.8 million euros.

Following the revised payment schedule with Suzlon related to the sale of Martifer's stake in Repower Systems AG, Martifer received, during the first half of 2009, 205 million euros. The receipt of this amount allowed the reduction of net debt of the Group during the 1st half of 2009, despite capital expenditures in tangible fixed assets in the period of 75.4 million euros, the work in Tavira Gran Plaza shopping centre in the period (with an impact of 22.9 million euros in net debt) and the increase in working capital due to the ramping up of the new industrial units and the start of work in new contracts in the solar segment.

st half 2009
1
In million Euro
Metallic
Construction
Energy Systems Electricity
Generation
Holding Continued
operations
Operational unit
held for sale
Investment in fixed assets in the 1st half
2009
9.2 5.3 58.8 2.1 75.4 29.0
Net debt end of 1st half 2009 169.0 92.2 158.4 -1.4 418.2 147.2

PERFORMANCE BY BUSINESS AREA

METALLIC CONSTRUCTION

In million Euro 1st Half
2009
1st Half
2008
Change
(%)
Revenues 125.4 154.5 -19%
EBITDA 16.3 15.9 2%
EBITDA margin 13.0% 10.3% 2,7 p.p.
EBIT 12.3 12.4 0%
EBIT margin 9.8% 8.0% 1,8 p.p.
Net financial expenses 4.1 0.8 399%
Tax 1.6 3.8 -58%
Profit for the 1st half 6.7 7.7 -14%
Attrib. to minorities 1.8 0.9 107%
Attrib. to the Group 4.9 6.9 -29%
In million Euro June 2009
Net debt 169.0
Capex (in fixed tangible and intangible assets) 9.2

In the 1st half of 2009, revenues of Metallic Construction decreased 19% versus the same period last year and reached 125.4 million euros.

As already witnessed in the 1st quarter, raw material prices, especially steel and aluminium, continued to record year on year decreases resulting in a fall in revenues. There was also a year on year decrease in activity in the second quarter. External markets represented 44% of revenues in the 1st half of 2009, in line with the same period of 2008.

EBITDA reached 16.3 million euros, representing a 13.0% EBITDA margin versus a 10.3% margin in the same period last year. The completion of Tavira Gran Plaza in June 2009 and the recording of this asset as an investment property resulted in a 2.7 million euro impact on operational earnings in the period. The property related to the anchor shop of this shopping centre is not recorded as an investment property and is expected to be sold in the 3rd quarter of 2009.

Profit for this business area was negatively impacted by net financial expenses (4.1 million euros). This business continues to be influenced by currency losses in the activity in Poland and Romania. Profit for the 1st half reached 6.7 million euros.

Capital expenditure in the period achieved 9.2 million euros, mainly in the construction of the industrial units in Angola, which will enter into operation in the second half of 2009.

Compared to the end of 2008, net debt increased by 12.8 million euros to 169.0 million euros, mainly due to the increase in lease obligations relating to the construction of Tavira Gran Plaza, which contributed with 22.9 million euros to the increase in net debt. The value of investment properties at the end of June reached 57 million euros (9.5 million euros in the Benavente Industrial Park and 47.5 million euros in Tavira Gran Plaza shopping centre).

The backlog in Metallic Construction at June 2009 was of 282 million euro, 18 million euros higher than the value at the end of 2008. Of special importance is that in the 2nd quarter Martifer was awarded some relevant projects in Spain, namely the construction of the steel structure for a high speed railway bridge for the Eixo Atlántico in Galicia worth 20.8 million euros and the steel structure for the Repsol headquarters in Madrid worth 17.5 million euros. After the end of the 1st half, Martifer was awarded the construction of the metallic structure for a Renault factory in Morocco, a contract worth 25 million euros to be completed in 2010.

Some significant projects in progress (Project, Country, Value, Conclusion date)

Pego power station – Abrantes, Portugal - €7 Mn – 2010 Galp Sines refinery - Sines, Portugal - €6 Mn – 2009 Zerozero tower – Barcelona, Spain - €4.7 Mn – 2009 Corporate headquarters – Luanda, Angola - US\$8 Mn – 2009 Ulla Bridge – Corunha, Spain – €20.8 Mn – 2010 Repsol head office – Madrid, Spain – €17.5 Mn – 2010

Backlog: €282 Mn

ENERGY SYSTEMS

In million Euro 1st Half
2009
1st Half
2008
Change
(%)
Revenues 147.4 118.4 24%
EBITDA 10.8 10.2 6%
EBITDA margin 7.3% 8.6% -1.3 p.p.
EBIT 5.2 8.3 -38%
EBIT margin 3.5% 7.0% -3.5 p.p.
Net financial expenses 3.4 -0.4 -
Tax 1.3 2.2 -40%
Profit for the 1st half 0.4 6.5 -94%
Attrib. to minorities -0.1 1.3 -105%
Attrib. to the Group 0.5 5.2 -91%
Profit for the 1st half adjusted for
non recurring events
2.9 6.5 -55%
In million Euro June 2009
Net debt 92,2
Capex (in fixed tangible and intangible assets) 5,3
Revenues
In million Euro
1st Half
2009
1st Half
2008
Wind – turnkey * 72 33
Wind – components * 23 18
Solar – turnkey + modules 46 51
Engineering + others 26 20

* considering 100% of Repower Portugal and Gebox (both held in 50% and consolidated proportionally) and before eliminations

In the 1st half of 2009, revenues from the Energy Systems business area reached 147.4 million euros, representing a 24% year on year growth, mainly due to the contribution from the wind farm construction activity.

In this period, the consolidation method of Repower Portugal, 50% held by the Group, was changed from integral to proportional. The change in consolidation method of Repower Portugal had a negative impact of 15.9 million euros on the revenues of the period.

Consolidated revenues (after intersegment eliminations) from the wind power segment reached 82 million euros, of which 57 million euros relating to the construction of wind farms and 25 million euros from the production of equipment (towers, gearboxes and other components) and turbine assembly.

The growth in the wind farm construction business results from activity in Romania and Portugal. The positive evolution of revenues in the wind components results mainly from the start of operation of the components factory and the turbine assembly unit.

The consolidated revenues in the solar segment reached 45.8 million euros. The fall in year on year revenues is due to higher than normal activity in Spain in 2008 and to the lower price for PV systems in this period.

The EBITDA margin in the 1st half of 2009 was 7.3% and is below the margin of the same period last year due to the ramping up of the new industrial units that are working below installed capacity.

In the 1st half, provisions and impairment losses were recorded in associate Gebox that designs and manufactures gearboxes for wind turbines. These impairments had a 2.5 million euro impact on the profits of this business area and result from the assessment that some equipment was carried at higher amount than its economic value and from the impairment in inventories.

The growth in financial expenses results from the higher level of debt. It is important to mention that this business area invested heavily over the last 12 months, namely in the factories in the wind power division and in the modules factory in the solar division. Also contributing to net debt increase was the higher level of working capital, as several projects in the solar division began the construction stage this last quarter, mainly in Spain, Italy and Belgium. Net profit in the Energy Systems business area reached 0.4 million euros.

Capital expenditure in the period of 5.3 million euros was mainly in the wind power segment.

ELECTRICITY GENERATION

In million Euro 1st Half
2009
1st Half
2008
Change
(%)
Revenues 8.6 7,5 14,1%
EBITDA 1.7 -0,4 -
EBITDA margin 19.4% -5,5% -
EBIT -38.1 -3,8 -
EBIT margin -444.4% -50,3% -
Net financial expenses 1.4 0,4 285%
Tax 0.2 -0,6 -
Profit for the 1st half -39.7 -3,5 -
Attrib. to minorities -0.1 -0,6 -
Attrib. to the Group -39.6 -3,0 -
Profit for the 1st half adjusted for
non recurring events
-4,2 -3,5 -
In million Euro June 2009
Net debt 158,4
Capex (in fixed tangible and intangible assets) 58,8

Revenues in the 1st half of 2009 reached 8.6 million euros and result mainly from electricity sales from the wind farms in Germany (3.8 million euros) and Brazil (1.9 million euros), and from the solar PV parks in Spain (1.7 million euros). There is also a small contribution from recently commissioned wind farms 50% held by the Group in Portugal (Baião and Vila Franca de Xira) and from the Leki wind farm in Poland.

Wind farms in operation are gradually moving towards normal profitability levels. However, fixed and development costs still have a significant weight, leading to a negative impact on EBITDA. Investment in the 1st half reached 58.8 million euros of which 34.8 million euros in Romania, 13.0 million euros in Poland, 5.1 million euros in Portugal, 2.6 million euros in the USA and 1.7 million euros in Spain. At this time the Group has 104.3 MW in operation (Portugal 18.9 MW, Spain 7.6 MW, Poland 10.0 MW, Brazil 14.7 MW and Germany 53.1 MW).

Net debt of 158.4 million euros includes 47.0 million euros of project financing relating to wind farms in Germany and Brazil, 12.8 million euros of the Group's share of the lease obligations relating to the wind farms in Portugal and about 49 million euros of debt relating to financial investments.

Due to the macroeconomic instability in general and the turbulence of the financial markets in particular, a valuation of the portfolio of projects was undertaken which resulted in the recognition of 35.5 million euros of impairments, of which we highlight:

  • in the German subsidiaries : reduction of the carrying value of the licenses related to the Bippen and Holleben wind farms in the amount of 9.7 million euros, resulting from the incorporation of recent operational performance;

  • in several associate companies in Eastern Europe due to: (i) difficulty in the licensing and development of some projects; (ii) negative impact on internal rates of return resulting from the current conditions for project financing; and (iii) local regulatory uncertainty, the decision was taken to recognize impairments in Romania (13.4 million euros), Ukraine (6.0 million euros) and Slovakia (1.9 million euros).

Country / Project Capacity under
development (MW)
Type of tariff in
the market
Current status Martifer
stake
Portugal Wind 400 + 80 Feed-in Under development 56,6%
Poland Wind 531 Market / PPA 16 MW in construction 100%
Romania Wind 358 Market / PPA 42 MW in construction 100%
USA (Texas) Wind 816 Market / PPA Under development 72%
Brazil Wind 374 Auction Under development 55%
Australia Wind 1 000 PPA Under development 25%

Main projects under development (does not include operating assets identified above)

RISKS AND UNCERTAINTIES FOR FUTURE PERIODS

The Martifer Group activity is grounded in the assumption of business continuity and value maximization. Thus, Martifer continually seeks to improve its strategic positioning and reinforce its competitive position in the sectors where it operates.

Martifer still seeks to identify risks, monitor the identified risks and implement corrective measures whenever it sees necessary, in order to limit possible impact on the Group's performance.

In this process, an assessment was made of the Group's assets, mainly in the Electricity Generation business area, which resulted in a set of provisions and impairment losses, described in this report.

Regarding the debt policy of the Group, it is Martifer's aim to maintain a robust balance sheet and a suitable coverage level, namely in two strategic business areas, Metallic Constructions and Electricity Generation.

With regard to the former, the financial market crisis led to greater pressure on working capital management, with particular emphasis on the need for a careful allocation of plafonds to clients. As regards the latter, the financial markets contraction and consequent increase in project finance structures, in terms of profitability requirements and time to structure operations, may impact the normal development of the business.

In general, Martifer moves towards to a closer match between the financing structures and maturities and project characteristics: project finance solutions have been sought in operations related to the area of development of electricity generation projects, while instruments of shorter term have been privileged in the working capital management.

The Group holds a relevant stake in EDP – Energias de Portugal, SA (EDP), representing circa 0.5% of its share capital. Unfavourable changes in the stock price of EDP can impact upon the income statement of the Group, if that change is objective evidence of impairment. The Group considers this investment to be strategic in nature, and as such has not hedged its exposure to the price risk.

Regarding inherent risks in different business areas, in the Metallic Constructions area the global crisis has conditioned the activity in some markets where the group operates, particularly in Spain and Central Europe.

On the other hand, since September 2008 we have seen an overall drop in the steel price in international markets. However, it is not expected that this decrease will impact in terms of profitability in the area.

In the Energy Systems area, greater levels of activity are expected in the second half because of predicted growth in solar turnkey projects. The nature of this activity carries a risk from the potential delays in obtaining financing or the necessary licenses by the end customers, with the consequent postponement of the deadlines for beginning work. Moreover, delays at the start of contract work may lead to difficulties in disposing of the production of the modules factory. It is expected that the drop in equipment prices in this segment that occurred in the first half of 2009 must stabilize in the second half of the year.

The wind segment expects to see a slowdown in the turnkey construction of wind farms with the completion of most works in progress. As these projects are in the final stage of construction, inherent risks of delays in execution are not expected and, consequently, no penalties. Regarding the activity of equipment production, in the second half of year the same level of Revenues are expected as in the first half, the main risks being related to the current economic climate, namely the credit market constraints that may lead to delays in the execution of projects from our clients and, consequently, the delay of the delivery of current orders for next year. Additionally, a reduction of the margin in this segment imposed by declining demand is expected

In the Electricity Generation area, the aforementioned contraction of financial markets requires an increasing robustness of the projects, in terms of resource, regulatory environment and financial structure. The combination of these two factors determines the implementation of procedures of periodic assessment of the projects under operation and development by the companies in this business area. In the second quarter of this year, the assets revaluation resulted in the registration of provisions and impairment losses already described. At the same time, the uncertainty of obtaining the appropriate financial structure for the projects may condition the development pace of the projects and consequently the start of park construction. Martifer believes that the best way to mitigate this additional complexity in business is the establishment of partnerships in each of the geographies.

The Group is implementing a plan to reduce its economic interest in the business area of Agriculture & Biofuels, currently at 60%. The eventual conclusion of this operation by the end of the year may impact the financial statements of the Group. This impact is not possible to quantify at this time.

OUTLOOK

Given the prospects of the company at the beginning of the year and the operating performance in the first half, the Board of Directors decided to make the following updates in the guidance up to the end of the year:

The Metallic Construction area is expected to finish the fiscal year with profits slightly above those reported last year and an Ebitda Margin of circa 10%, in line with previous expectations, the same to be applied to Capex.

The Energy Systems area expects Revenues in line with last year and an Ebitda Margin between 7% and 8%. With regard to the annual Capex, a reduction to 26 million euros is estimated, due largely to the shared investment in the tower fabrication plant in the US.

The Electricity Generation area, though anticipating the achievement of Guidance in terms of Revenues (expected to reach about 18 million), Ebitda will be residual as a result of higher costs incurred in the business structure and operating costs higher than expected associated with the entry into operation of new farms. Annual Capex should be approximately 100 million euros. This reduction on previous expectations is due to delays in licensing some of the projects.

MARTIFER SHARES

Martifer has been on Euronext Lisbon since June 2007. The closing price on June 30th 2009 was 3.42 euros per share, valuing Martifer's equity at 342.000.000 euros. Year to June, Martifer fell 9%. In the same period, the PSI-20 benchmark index gained 11%. The daily average trading volume in the period was 61.524 shares.

STATEMENTS OF COMPLIANCE ACCORDING TO ARTICLE 246 OF THE SECURITIES CODE (Código de Valores Mobiliários)

STATEMENT BY THE BOARD OF DIRECTORS

In the terms paragraph c) of the number 1 of article 246 of the Securities Code (Código de Valores Mobiliários)

Dear Shareholders,

In accordance with paragraph c) on the number 1 of article 246 of the Securities Code (Código de Valores Mobiliários), we hereby declare that, to the best of our knowledge:

(i) the financial consolidated statements reported in the interim report of Martifer SGPS, SA for the period ended 30 June 2009 were compiled according to the applicable accounting standards, giving a true and appropriate picture of the assets and liabilities, financial position and results of Martifer SGPS, SA and of the companies included in its consolidation perimeter;

(ii) the interim management report of Martifer SGPS, SA faithfully reviews the relevant events that occurred in the period and the impact of such events on the financial consolidated statements, as well as a description of the main risks and uncertainties it faces for the subsequent six months.

Oliveira de Frades, 27th August 2009

The Board of Directors

Carlos Manuel Marques Martins Jorge Alberto Marques Martins

António Manuel Serrano Pontes Mário Jorge Henriques Couto

Jorge Paulo Sacadura Almeida Coelho Eduardo Jorge de Almeida Rocha

José Manuel de Almeida Rodrigues Luís A. de Castro de Valadares Tavares

Jorge Bento Ribeiro Barbosa Farinha

STATEMENT BY THE SUPERVISORY BOARD

In the terms paragraph c) of the number 1 of article 246 of the Securities Code (Código de Valores Mobiliários)

Dear Shareholders,

In accordance with the law, statutes and our mandate, we hereby declare that, to the best of our knowledge:

(i) the financial consolidated statements reported in the interim report of Martifer SGPS, SA for the period ended 30 June 2009 were compiled according to the applicable accounting standards, giving a true and appropriate picture of the assets and liabilities, financial position and results of Martifer SGPS, SA and of the companies included in its consolidation perimeter;

(ii) the interim management report of Martifer SGPS, SA faithfully reviews the relevant events that occurred in the period and the impact of such events on the financial consolidated statements, as well as a description of the main risks and uncertainties it faces for the subsequent six months.

Oliveira de Frades, 27th August 2009

___________________________________________________

___________________________________________________

___________________________________________________

Manuel Simões de Carvalho e Silva

President of the Supervisory Board

Carlos Alberto de Oliveira e Sousa

Member of the Supervisory Board

Carlos Alberto da Silva e Cunha

Member of the Supervisory Board

MANDATORY INFORMATION

SHARE DEALINGS ON THE FIRST HALF 2009 COMUNICATED BY GOVERNING BODIES AND RELATED PARTIES

According to number 7 of article 14 of CMVM Regulation 5/2008

Date Purchase Sale Average
price
Date Purchase Sale Average
price
05-Jan-2009 21,410 3.64 € 03-Apr-2009 8,110 2.85 €
13-Jan-2009 5,000 3.55 € 08-Apr-2009 3,237 2.77 €
27-Jan-2009 4,806 3.38 € 06-Apr-2009 770 2.85 €
30-Jan-2009 5,000 3.35 € 07-Apr-2009 3,020 2.82 €
02-Feb-2009 14,633 3.32 € 08-Apr-2009 3,237 2.83 €
03-Feb-2009 2,050 3.32 € 09-Apr-2009 11,760 2.92 €
04-Feb-2009 17,000 3.30 € 14-Apr-2009 10,270 2.92 €
05-Feb-2009 11,570 3.28 € 15-Apr-2009 3,215 3.04 €
06-Feb-2009 1,650 3.31 € 16-Apr-2009 12,110 3.21 €
09-Feb-2009 1,070 3.32 € 17-Apr-2009 6,610 3.43 €
10-Feb-2009 7,431 3.32 € 20-Apr-2009 13,160 3.22 €
11-Feb-2009 1,666 3.29 € 21-Apr-2009 8,590 3.28 €
12-Feb-2009 1,219 3.27 € 22-Apr-2009 1,811 3.24 €
13-Feb-2009 1,450 3.29 € 23-Apr-2009 1,370 3.30 €
16-Feb-2009 1,290 3.27 € 24-Apr-2009 2,500 3.16 €
17-Feb-2009 6,931 3.20 € 28-Apr-2009 6,546 3.38 €
18-Feb-2009 1,535 3.14 € 06-May-2009 4,130 3.47 €
19-Feb-2009 4,951 3.10 € 07-May-2009 10,000 2.85 €
20-Feb-2009 2,341 3.12 € 08-May-2009 4,748 3.46 €
23-Feb-2009 2,150 3.12 € 11-May-2009 2,100 3.50 €
24-Feb-2009 5,435 3.05 € 12-May-2009 15,013 3.37 €
13-Mar-2009 6,027 2.82 € 13-May-2009 530 3.25 €
16-Mar-2009 1,600 2.84 € 03-Jun-2009 5,000 3.41 €
17-Mar-2009 825 2.80 € 04-Jun-2009 6,700 3.36 €
18-Mar-2009 1,050 2.79 € 08-Jun-2009 5,000 3.27 €
19-Mar-2009 6,280 2.78 € 09-Jun-2009 70 3.32 €
20-Mar-2009 7,400 2.68 € 10-Jun-2009 50 3.32 €
23-Mar-2009 500 2.70 € 11-Jun-2009 350 3.31 €
24-Mar-2009 2,531 2.71 € 12-Jun-2009 100 3.43 €
26-Mar-2009 4,950 2.64 € 15-Jun-2009 2,330 3.45 €
27-Mar-2009 8,705 2.59 € 17-Jun-2009 1,360 3.36 €
30-Mar-2009 3,300 2.59 € 18-Jun-2009 4,350 3.27 €
31-Mar-2009 3,805 2.57 € 23-Jun-2009 6,755 3.42 €
01-Apr-2009 4,310 2.63 € 30-Jun-2009 3,000 3.42 €
02-Apr-2009 3,675 2.73 €
I'M SGPS, SA - Share dealings of the first half 2009
-- -- -- -- -- -- ------------------------------------------------------ --
price Date Purchase Sale Average
price

HOLDINGS OF MEMBERS OF THE MANAGEMENT AND SUPERVISORY BODIES

In accordance with paragraph b) of number 1 of article 9 of the CMVM Regulation 5/2008

Management and Supervisory Body Number of shares
on
30 June 2009
Carlos Manuel Marques Martins Board of Directors 70,030
Jorge Alberto Marques Martins Board of Directors 131,760
I'M – SGPS, S.A. * Board of Directors 41,520,570
António Manuel Serrano Pontes Board of Directors 70,447
Jorge Paulo Sacadura Almeida Coelho Board of Directors 0
Eduardo Jorge de Almeida Rocha Board of Directors 20,000
Mário Jorge Henriques Couto Board of Directors 0
José Manuel de Almeida Rodrigues Board of Directors 24,453
MOTA-ENGIL, SGPS, S.A. ** Board of Directors 37,500,000
Luís Valadares Tavares Board of Directors 0
Jorge Bento Ribeiro Barbosa Farinha Board of Directors 0
Manuel Simões de Carvalho e Silva Supervisory Board 0
Carlos Alberto da Silva e Cunha Supervisory Board 0
Carlos Alberto de Oliveira e Sousa Supervisory Board 0
Américo Agostinho Martins Pereira Statutory Auditor 0
José Carreto Lages Chairman of the General Meeting 0

* Directors Carlos Manuel Marques Martins and Jorge Alberto Marques Martins hold the total share capital of I'M – SGPS, S.A., and are Chairman and Member of the Board of Directors, respectively.

** Directors Eduardo Jorge de Almeida Rocha and Jorge Paulo Sacadura Almeida Coelho are Directors of MOTA-ENGIL, SGPS, S.A.

QUALIFIED SHAREHOLDINGS

In accordance with paragraph a) of number 1 of article 9 of the CMVM Regulation 5/2008

Shareholder Number of
shares
Percentage of the
share capital
Percentage of
voting rights
I'M – SGPS, SA 41,520,570 41.52% 41.52%
Carlos Manuel Marques Martins * 70,030 0.07% 0.07%
Jorge Alberto Marques Martins * 131,760 0.13% 0.13%
Total 41,722,360 41.72% 41.72%
Mota - Engil – SGPS, SA 37,500,000 37.50% 37.50%
Eduardo Jorge de Almeida Rocha ** 20,000 0.02% 0.02%
Total 37,520,000 37.52% 37.52%

* Member of a governing body of I'M SGPS, SA; ** Member of a governing body of Mota - Engil SGPS, SA;

CONSOLIDATED FINANCIAL STATEMENTS FOR THE 1ST HALF 2009 IFRS / NON AUDITED

CONSOLIDATED SEPARATE INCOME STATEMENTS FOR THE 6 MONTH AND 3 MONTH PERIODS ENDED AT 30 JUNE 2009 AND 2008

(Translation of consolidated financial statements originally issued in Portuguese - Note 28)

Notes st Half
1
2009 - IFRS
(non audited)
st Half
1
2008 - IFRS
(non audited)
nd Quarter
2
2009 - IFRS
(non audited)
nd Quarter
2
2008 - IFRS
(non audited)
Sales and services rendered 4 and 5 219,488,592 237,976,262 112,335,621 136,010,898
Other income 6 58,714,962 34,159,877 23,260,229 25,312,162
Cost of goods sold and subcontractors (189,116,495) (188,108,589) (86,175,355) (112,999,479)
Gross profit 89,087,058 84,027,551 49,420,494 48,323,582
External supplies and services (34,586,462) (35,771,031) (18,827,649) (21,782,092)
Staff costs (35,853,896) (22,320,125) (18,837,680) (12,676,627)
Other gains and losses 7 8,085,390 (571,112) 1,906,434 500,779
5 26,732,090 25,365,283 13,661,600 14,365,641
Amortizations 5, 12 and 13 (10,694,424) (7,546,639) (5,606,678) (3,780,086)
Provisions and impairment losses 8 (39,200,838) (1,456,670) (39,028,438) (1,449,242)
Operating Income 5 (23,163,171) 16,361,974 (30,973,515) 9,136,313
Financial Income 9 172,426,378 8,978,443 161,564,921 6,254,989
Financial Expenses 9 (21,994,242) (9,804,804) (4,618,265) (4,069,289)
Gains and losses on associated companies (21,203) (465) 171,109 (465)
Income tax (3,068,495) (5,190,937) (3,128,499) (2,894,373)
Profit after tax 124,179,266 10,344,210 123,015,751 8,427,175
Earnings of the business unit held for sale 3 (11,619,112) (674,274) (10,891,216) (199,718)
Attributable to:
Minority Interests 3 (5,151,007) 148,820 (4,810,713) 473,124
Shareholders of Martifer 3 (6,468,105) (823,094) (6,080,503) (672,842)
Profit for the period 112,560,154 9,669,936 112,124,535 8,227,456
Attributable to:
Minority Interests (3,510,813) 1,715,695 (3,840,805) 809,989
Equity Holders of Martifer 116,070,967 7,954,241 115,965,340 7,417,467
Earnings per share:
Basic 10 1.1607 0.0795 1.1597 0.0742
of continued operations 10 1.2254 0.0877 1.2205 0.0809
of business unit held for sale 10 (0.0647) (0.0082) (0.0608) (0.0067)
Diluted 10 1.1607 0.0795 1.1597 0.0742
of continued operations 10 1.2254 0.0877 1.2205 0.0809
of business unit held for sale 10 (0.0647) (0.0082) (0.0608) (0.0067)

STATEMENTS OF CONSOLIDATED FINANCIAL POSITION AT 30 JUNE 2009 AND 31 DECEMBER 2008

(Translation of consolidated financial statements originally issued in Portuguese - Note 28)

Notes 30 June
2009 - IFRS
(non audited)
31 December
2008 - IFRS
(non audited)
Assets
Non-current assets
Goodwill 11 50,100,292 67,995,855
Intangible assets 12 51,065,838 56,844,217
Tangible assets 13 387,080,889 503,425,141
Investment property 14 57,013,000 9,505,000
Investments in associated companies 55,147 30,243
Available for sale investments 15 49,471,348 48,400,490
Other non current receivables 3,970,601 2,059,914
Deferred tax assets 9,028,395 13,556,397
607,785,510 701,817,256
Non-current assets held for sale - 43,272,091
Assets of the business unit held for sale 3 312,759,082 -
Current assets
Inventories 16 74,146,845 155,512,651
Biological assets 16 - 6,214,509
Trade receivables 125,601,496 180,200,925
Other receivables 30,616,428 40,091,096
Current tax assets 48,263,304 65,720,440
Other current assets 17 80,476,195 75,524,379
Derivatives (784,358) (4,128,504)
Cash and cash equivalents 48,935,321 84,275,825
407,255,231 603,411,321
Total assets 5 1,327,799,822 1,348,500,668
Equity
Share capital 18 50,000,000 50,000,000
Reserves 215,016,334 215,874,718
Profit for the period 116,070,967 7,439,955
Equity attributable to shareholders of the Group 381,087,301 273,314,673
Minority interests 19,876,571 60,375,467
Minority interests attributable to the business unit held for sale 3 32,876,659 -
Total equity 433,840,532 333,690,141
Liabilities
Non-current liabilities
Loans 19 160,631,483 168,617,782
Obligations under finance leases 28,323,865 68,952,493
Other liabilities 3,234,144 2,353,647
Provisions 21 7,518,476 3,937,654
Deferred tax liabilities 7,996,473 9,844,754
207,704,442 253,706,329
Liabilities related to the assets of the business unit held for sale 3 204,100,594 -
Current liabilities
Loans 19 270,086,053 439,881,095
Obligations under finance leases 7,340,654 11,989,447
Trade payables 78,640,752 135,236,807
Other debtors 62,509,935 66,646,751
Current tax liabilities 11,630,846 16,274,529
Other liabilities 20 51,946,014 91,075,569
482,154,254 761,104,198
Total liabilities 5 893,959,290 1,014,810,527
Total equity and liabilities 1,327,799,822 1,348,500,668

STATEMENTS OF CONSOLIDATED COMPREHENSIVE INCOME FOR THE 6 MONTH PERIODS ENDED AT 31 JUNE 2009 AND 2008

(Translation of consolidated financial statements originally issued in Portuguese - Note 28)

st Quarter
1
2009 - IFRS
(non audited)
st Quarter
1
2008 - IFRS
(non audited)
Profit for the period 112,560,154 9,669,935
Other comprehensive income
Fair value of cash flow hedges (derivatives) (1,576,097) 110,995
Fair value of available for sale financial investments 1,734,600 (21,744,838)
Exchange differences arising on (i) translation of financial statements
expressed in foreign currencies and (ii) net investment in subsidiaries
(7,961,915) 4,644,560
Gains on property revaluation - 1,428,954
Income recognized directly in equity in the period (7,803,412) (15,560,329)
Total comprehensive income for the period 104,756,742 (5,890,394)
Total comprehensive income attributable:
To minority interests (4,094,514) 3,393,710
To shareholders of the Group 108,851,257 (9,284,104)
D 2008
DED AT 30 JUNE 2009 AN
ODS EN
ONTH PERI
OR THE 6 M
QUITY F
N E
OF CHANGES I
DATED STATEMENTS
OLI
ONS
C

(Translation of consolidated financial statements originally issued in Portuguese - Note 28)

Fair value reserves
Share capital Share premium Revaluation of
fixed assets
Available for sale
investments
derivatives
Hedging
Foreing currency
transalation
reserve
Others for the period
Net earnings
Equity attributable
to shareholders of
the Group
Equity attributable
to minority
interests
Balance at 1 January 2008 50,000,000 186,500,000 12,139,606 252,250 362,931 (3,641,487) 9,747,990 26,423,647 281,784,936 3,690,499
Appropriation of the profit of 2007 - - - - - - 26,423,647 (26,423,647) - -
translation of financial statements expressed
in foreign currencies and (ii) net investment
Exchange differences arising on (i)
in subsidiaries
- - - - - 2,966,546 - - 2,966,546 1,678,014
Gain on the revaluation of land and buildings - - 1,428,954 - - - - - 1,428,954 -
Transfers - - - - 2,151,513 - (2,151,513) - - -
Other changes in the equity of subsidiaries - - - (21,744,838) 110,995 - (2,643,265) - (24,277,108) 44,307,016
Changes in the consolidation perimeter - - - - - - - - - (547,354)
Profit for the period - - - - - - - 7,954,239 7,954,239 1,715,697
Balance at 30 June 2008 50,000,000 186,500,000 13,568,560 (21,492,588) 2,625,439 (674,941) 31,376,859 7,954,239 269,857,567 50,843,872
Balance at 1 January 2009 50,000,000 186,500,000 17,549,418 2,841,818 (1,705,601) (22,974,300) 33,663,383 7,439,955 273,314,673 60,375,467
Appropriation of the profit of 2008 - - - - - - 7,439,955 (7,439,955) - -
translation of financial statements expressed
in foreign currencies and (ii) net investment
Exchange differences arising on (i)
in subsidiaries
- - - - - (9,786,888) - - (9,786,888) (356,855)
Exchange difference in goodwill - - - - - 1,931,456 - - 1,931,456 250,373
Other changes in the equity of subsidiaries - - - 1,734,600 (1,098,878) - (1,078,628) - (442,906) (207,254)
Dividend distributions - - - - - - - - - (450,000)
Changes in the consolidation perimeter - - - - - - - - - (3,347,687)
Profit for the period - - - - - - - 116,070,967 116,070,967 (3,510,813)
Balance at 30 June 2009 50,000,000 186,500,000 17,549,418 4,576,418 (2,804,479) (30,829,733) 40,024,710 116,070,967 381,087,301 52,753,231

CONSOLIDATED CASH FLOW STATEMENTS FOR THE 6 MONTH AND 3 MONTH PERIODS ENDED AT 30 JUNE 2009 AND 2008

(Translation of consolidated financial statements originally issued in Portuguese - Note 28)

st Half
1
2009 - IFRS
(non audited)
st Half
1
2008 - IFRS
(non audited)
nd Quarter
2
2009 - IFRS
(non audited)
nd Quarter
2
2008 - IFRS
(non audited)
OPERATING ACTIVITIES
Cash receipts from trade debtors 377,693,635 335,079,347 200,162,939 140,867,219
Cash paid to suppliers (308,996,309) (323,508,689) (154,607,181) (135,733,908)
Payments to employees (40,061,266) (17,877,928) (21,006,164) (9,229,606)
Cash flow generated by the operations 28,636,060 (6,307,270) 24,549,594 (4,096,296)
Income taxes (paid)/received (4,362,863) (3,119,700) (6,947,191) (1,911,494)
Other cash receipts/(payments) relating to operating activities 4,175,353 (33,831,646) 482,982 (36,562,389)
Others (187,510) (36,951,346) (6,464,209) (38,473,883)
Net cash flow from operating activities (1) 28,448,550 (43,258,616) 18,085,385 (42,570,179)
INVESTING ACTIVITIES
Cash receipts arising from
Investments 182,499,473 2,274,706 182,499,473 2,274,706
Tangible assets 720,162 608,616 34,657 523,838
Intangible assets 24,133 14,586 - 14,586
Grants - 1,111,811 - 1,111,811
Interest and similar income 2,706,656 1,505,666 1,422,820 781,052
Dividends 2,478,146 2,213,388 2,478,146 2,213,388
Others - 45,813 - 45,813
188,428,570 7,774,586 186,435,096 6,965,194
Cash payments arising from:
Investments (8,859,640) (21,437,896) (6,767,656) (8,123,012)
Tangible assets (136,113,500) (42,532,326) (75,151,588) (19,368,427)
Intangible assets (10,875,527) (4,670,434) (5,141,309) (2,993,227)
Others - (859,208) - (859,208)
(155,848,667) (69,499,864) (87,060,554) (31,343,875)
Net cash flow from investing activities (2) 32,579,903 (61,725,278) 99,374,543 (24,378,681)
FINANCING ACTIVITIES
Cash receipts arising from:
Loans obtained 66,511,319 968,082,325 15,678,432 466,687,111
Capital increases, supplementary capital and share premiums - 19,131,611 - 19,131,611
Subsidies and donations 147,652 - - -
66,658,971 987,213,936 15,678,432 485,818,722
Cash payments arising from:
Loans obtained (134,794,566) (853,009,049) (133,609,080) (410,926,079)
Leasings (8,650,827) (2,187,949) (5,653,465) (449,523)
Interest and similar costs (16,572,566) (12,146,752) (7,231,479) (3,570,419)
Capital decreases and supplementary capital - (675,000) - (675,000)
(160,017,959) (868,018,751) (146,494,023) (415,621,020)
Net cash flow from financing activities (3) (93,358,989) 119,195,185 (130,815,591) 70,197,701
Net increase in cash and cash equivalents (4) = (1) + (2) + (3) (32,330,536) 14,211,291 (13,355,664) 3,248,842
Changes in the consolidation perimeter and others (43,756) 832,828 (11,811) (1,463,694)
Effect of foreign exchange currencies (2,966,212) (101,269) (3,060,565) 311,389
Cash and cash equivalents at the beginning of the period 84,275,825 32,312,299 65,363,361 45,158,612
Cash and cash equivalents at the end of the period 48,935,321 47,255,149 48,935,321 47,255,149

NOTES TO THE FINANCIAL STATEMENTS

Introductory Note

Martifer SGPS, S.A., with its head-office at Zona Industrial, Apartado 17, Oliveira de Frades – Portugal ('Martifer SGPS' or 'the Company'), and its group of companies ('Group'), have as its main activity the construction of steel infrastructures, the production of energy equipments, the production of electric energy, the production of biofuels and agriculture and, also, the commercialization and management of retail and warehousing investments (Note 5).

Martifer SGPS was incorporated on 29 October 2004, having its share capital been realized through the delivery of shares, valuated at its market value, that the shareholders held in Martifer - Construções, S.A., a company that was incorporated in 1990 and which at that time, was the holding company of the current Martifer Group.

As from June 2007, Martifer SGPS, S.A. shares are listed on Euronext Lisbon.

At 30 June 2009, the Group develops its activity in Portugal, Spain, Poland, Slovakia, Germany, Romania, Czech Republic, Angola, Brazil, Ukraine, Greece, United States of America, Australia, Mozambique, Ireland, Italy, Belgium, Bulgaria, France, Thailand and South Africa.

All the figures presented in this notes are expressed in Euro (rounded at unit), except if stated otherwise.

The accompanying notes were selected to help the understanding of the more significant changes in the financial position and the financial performace of the Group since the last annual reporting dated of 31 December 2008.

These financial statements are non-audited.

1. SIGNIFICANT ACCOUNTING POLICIES

These accompanying consolidated financial statements relate to the consolidated financial statements of the Martifer Group and were prepared in accordance with the International Financial Reporting Standards ("IFRS"), as adopted by the European Union, in force at the beginning of the economic period started 1 January 2009. These are the International Financial Reporting Standards, issued by the International Accounting Standards Board ("IASB"), and interpretations issued by the International Financial Reporting Interpretations Committee ("IFRIC") or by the previous Standing Interpretations Committee ("SIC"), as adopted by the European Union as at the consolidated financial statements issuance date.

The interim consolidated financial report for the period ended at 30 June 2009 has been prepared in accordance with IAS 34 - 'Interim Financial Reporting' as adopted by the European Union.

Until the end of 2008, the Group recognized income and costs associated with energy equipment construction contracts, on an individual basis, using the stage of completion method. From 1 January 2009, revenues and costs associated with energy equipment production are recognized as they are incurred. The related inventories are stated in accordance with the Group's accounting policies for inventories. The change of this accounting policy resulted in a decrease of assets amounting to 85,564 Euro.

Apart from the effect of new IFRS/IAS implemented in the period, and the accounting policy regarding the energy equipment production, referred to above, the accounting policies are unchanged from those applied to the Annual Report for 2008 prepared under the International Financial Reporting Standards (IFRS) approved by the EU.

These consolidated financial statements have been prepared on a going concern basis from the books and accounting records of the companies included in the consolidation (Note 2) and have been prepared under the historical cost convention, except for the revaluation of certain non-current assets and certain financial instruments, which are stated at fair value.

New IASs/IFRSs implemented in the period

At 30 June 2009, the following standards and interpretations were issued, but their application was not mandatory or the endorsement by the European Union has not yet occurred:

  • Amendments to IAS 1, 7, 17, 18, 36, 38 and 39 to IFRS 2, 5 and 8, and also to IFRIC 9 and 16, mandatory at different moments, the first occurring at 1 July 2009;
  • Amendments to IAS 27 and 39, mandatory at 1 July 2009;
  • Amendment to IAS 39, mandatory at 1 July 2009, but not yet endorsed in the EU;
  • Amendments to IFRS 2, mandatory at 1 January 2010;
  • Amendments to IFRS 7, mandatory at 1 January 2009, but not yet endorsed in the EU;
  • Amendments to IFRIC 9 and IAS 39, mandatory to annual periods ended in, or after, 30 June 2009, but not yet endorsed in the EU;
  • Review of IFRS 1 "First-time Adoption of IFRS", mandatory at 1 July 2009;
  • Review of IFRS 3 "Business Combinations" (includes amendments to IAS 27, 28 and 31), mandatory at 1 July 2009;
  • IFRIC 15 "Agreements for the Construction of Real Estate", both mandatory at 1 January 2009, but not yet endorsed in the EU;

  • IFRIC 17 "Distributions of Non-cash Assets to Owners", mandatory at 1 July 2009;

  • IFRIC 18 "Transfers of Assets from Customers", mandatory at 1 July 2009.

On 30 June 2009, the Group adopted the changes to amendements to IFRS 5 and IAS 27. The application of the remaining standards and interpretations, when applicable, shall have no significant impact on the future Group's consolidated financial statements.

During the semester ended 30 June 2009, the Group adopted the changes contained in IAS 1 –"Presentation of Financial Statements", which resulted, essentially, in the redenomination of some financial headings and the inclusion of a new statement (Statement of comprehensive income).

Additionally, during the semester ended 30 June 2009, the Group adopted the new version of IAS 23 – "Borrowing Costs" (borrowing costs should be capitalized when they are directly attributable to the construction or production of a qualifying asset as part of the cost of that asset, should be applied for annual periods beginning on or after 1 January 2009), the application of this standard which did not produce significant impacts on the Group's consolidated financial statements as of 30 June 2009, due to the fact that the Group had already adopted this accounting policy in the past in some of its business.

2. GROUP COMPANIES INCLUDED IN THE CONSOLIDATED FINANCIAL STATEMENTS

Group companies consolidated by the full consolidation method, their head offices and percentage of share capital held by the Group, at 30 June 2009 are as follows:

Companies consolidated according to the full consolidation method

Percentage of share capital held
Company Head Office Designation Directly Indirectly Total
Martifer SGPS, S.A. Oliveira de Frades Martifer SGPS Parent
Martifer Inovação e Gestão, S.A. Oliveira de Frades Martifer Inovação 100.00% - 100.00%
Martifer Metallic Constructions SGPS, S.A. Oliveira de Frades Martifer Metallic Constructions 100.00% - 100.00%
Martifer - Construções Metalomecânicas, S.A. Oliveira de Frades Martifer Construções - 100.00% 100.00%
Marifer Mota-Engil Coffey Construction Joint Venture Ltd Dublin MMECC - 60.00% 60.00%
Martifer – Construcciones Metálicas España, S.A. Madrid Martifer Espanha - 100.00% 100.00%
Martifer – Construções Metálicas Angola, S.A. Luanda Martifer Angola - 75.00% 75.00%
Martifer Construction Limited Dublin Martifer Irlanda - 100.00% 100.00%
Martifer Polska Sp. Zo.o. Gliwice Martifer Polska - 100.00% 100.00%
Martifer Constructii SRL Bucareste Martifer Constructii - 100.00% 100.00%
Martifer Konstrukcje Sp. z o.o. Gliwice Martifer Konstrukcje - 100.00% 100.00%
Park Logistyczny Biskupice Gliwice Biskupice - 90.00% 90.00%
Liszki Green Park, Sp.Zo.o Gliwice Liszki Green Park - 90.00% 90.00%
Martifer Slovakia SRO Bratislava Martifer Slovakia - 100.00% 100.00%
Sociedade de Madeiras do Vouga, S.A. Albergaria a Velha Madeiras do Vouga - 100.00% 100.00%
Martifer - Gestão de Investimentos, S.A. Oliveira de Frades MGI - 100.00% 100.00%
Nagatel Viseu, Promoção Imobiliária, S.A. Oliveira de Frades Nagatel Viseu - 100.00% 100.00%
Martifer Retail & Warehousing Angola, S.A. Luanda Martifer Retail Angola - 100.00% 100.00%
Martifer - Alumínios, S.A. Oliveira de Frades Martifer Alumínios - 55.00% 55.00%
Martifer - Alumínios, S.A. Madrid Martifer Alumínios Espanha - 55.00% 55.00%
Martifer Alumínios Angola, S.A. Luanda Martifer Alumínios Angola - 50.60% 50.60%
Martifer Aluminium Recycling S.R.L. Bucareste Martfer Aluminium Recycling 1) - 44.00% 44.00%
Martifer Aluminium Sp. z o.o Gliwice Martifer Aluminium - 55.00% 55.00%
Sassall Aluminium Pty, Ltd Sidney Sassall - 55.00% 55.00%
Martifer Aluminium Limited Dublin Martifer Aluminium Irlanda - 55.00% 55.00%
Martifer Aluminium S.R.L. Bucareste Martifer Aluminium Roménia - 55.00% 55.00%
Martifer II Inox, S.A. Sever do Vouga Martifer II Inox - 75.00% 75.00%
Martinox, S.A. Luanda Martinox Angola 1) - 48.00% 48.00%
Martifer Beteiligungsverwaltungs GmbH Viena Martifer GmbH 100.00% - 100.00%
M City Gliwice SP. Zo.o Gliwice M City Gliwice - 100.00% 100.00%
M City Radom SP. Zo.o Gliwice M City Radom - 100.00% 100.00%
Martifer Energy Systems SGPS, S.A. Oliveira de Frades Martifer Energy Systems 100.00% - 100.00%
Martifer Wind Energy Systems LLC San Angelo TX Martifer Wind USA - 100.00% 100.00%
Martifer Energia – Equipamentos para Energia, S.A. Oliveira de Frades Martifer Energia - 100.00% 100.00%
Martifer Energy Systems PTY Cape Town Martifer Energia África do Sul - 85.00% 85.00%
Martifer Energia RO SRL Bucareste Martifer Energia SRL - 100.00% 100.00%
Percentage of share capital held
Company Head Office Designation Directly Indirectly Total
Martifer Energia Sp Z.o.o Gliwice Martifer Energia Polska - 100.00% 100.00%
Martifer Energia LLC Kiev Martifer Energia Ucrânia - 100.00% 100.00%
Navalria Docas, Construções e Reparações Navais, SA Aveiro Navalria - 100.00% 100.00%
Martifer Solar, S.A. Oliveira de Frades Martifer Solar - 75.00% 75.00%
Martifer Solar Sistemas Solares, S.A. Madrid Martifer Solar Sistemas Solares - 75.00% 75.00%
Solar Parks Construccion Parques Solares ETVE SA Madrid Solar Parks - 75.00% 75.00%
Parque Solar Sesena I, S.L. Madrid Sesena I - 75.00% 75.00%
Parque Solar Sesena II, S.L. Madrid Sesena II - 75.00% 75.00%
Martifer Solar S.R.L. Milão Martifer Solar Itália - 75.00% 75.00%
MTS1 SRL Siracusa MTS1 - 75.00% 75.00%
MTS2 SRL Siracusa MTS2 - 75.00% 75.00%
MTS3 SRL Siracusa MTS3 - 75.00% 75.00%
MTS4 SRL Siracusa MTS4 - 75.00% 75.00%
MTS5 SRL Siracusa MTS5
Martifer Solar Inc S. Francisco CA Martifer Inc - 75.00% 75.00%
A & M, Energy Systems Santa Monica CA AEM 1) - 75.00% 75.00%
- 38.25% 38.25%
Martifer Solar Hellas, A.T.E. Atenas PVI 1) - 45.00% 45.00%
Martifer Solar Angola Luanda Martifer Solar Angola - 56.25% 56.25%
Martifer Solar NV Deerlijk Martifer Solar Bélgica - 75.00% 75.00%
Martifer Solar SAS Lyon Martifer Solar França - 75.00% 75.00%
Home Energy II, S.A. Oliveira de Frades Home Energy II 1) - 45.00% 45.00%
PVGlass, S.A. Oliveira de Frades PVGlass - 52.50% 52.50%
Ventinveste Indústria SGPS, S.A. Oliveira de Frades Ventinveste Indústria - 56.60% 56.60%
Prio SGPS, S.A. 2) Oliveira de Frades Prio SGPS 60.00% - 60.00%
Prio Agricultura, S.A. Oliveira de Frades Prio Agricultura PT - 60.00% 60.00%
Prio Agricultura, S.A. Maputo Prio Agricultura Moçambique 1) - 36.00% 36.00%
Prio Agricultura, SRL Bucareste Prio Agricultura RO - 60.00% 60.00%
Prio Agromart S.R.L. Bucareste Prio Agromart - 60.00% 60.00%
Prio Balta S.R.L. Bucareste Prio Balta - 60.00% 60.00%
Prio Facaieni S.R.L. Bucareste Prio Facaieni - 60.00% 60.00%
Prio Ialomita S.R.L. Bucareste Prio Ialomita - 60.00% 60.00%
Prio Rapita S.R.L. Bucareste Prio Rapita - 60.00% 60.00%
Prio Terra Agricola S.R.L. Bucareste Prio Terra Agricola - 60.00% 60.00%
Prio Turism Rural S.R.L Bucareste Prio Turism Rural - 60.00% 60.00%
Agromec Balaciu Bucareste Agromec Balaciu - 52.16% 52.16%
Miharox SRL Bucareste Miharox 1) - 49.56% 49.56%
Zimbrul, S.A. Bucareste Zimbrul - 60.00% 60.00%
Agrozootehnica, S.A. Bucareste Agrozootehnica - 59.98% 59.98%
Prio Agriculture BV Delft Prio NL - 60.00% 60.00%
Prio Agricultura e Extracção LTDA S. Luís do Maranhão Prio Agricultura e Extracção
Prio Extractie S.R.L. Bucareste Prio Extractie - 60.00% 60.00%
Prio Biopaliwa, Sp. Z o.o. Gliwice Prio Biopaliwa - 60.00% 60.00%
Prio Biocombustibil SRL Bucareste Prio Biocombustibil - 60.00% 60.00%
- 60.00% 60.00%
Prio Biocombustíveis, S.A. Oliveira de Frades Prio Biocombustíveis - 60.00% 60.00%
Prio Advanced Fuels, S.A. Oliveira de Frades Prio Advanced Fuels - 60.00% 60.00%
Mondefin
Veiga & Seabra, S.A.
Coimbra
Aguada de Baixo
Mondefin
Veiga & Seabra
-
-
60.00%
60.00%
60.00%
60.00%
Martifer Renewables SGPS, S.A. Oliveira de Frades Martifer Renewables SGPS 100.00% - 100.00%
Martifer Renewables S.A. Oliveira de Frades Martifer Renewables SA - 100.00% 100.00%
Martifer Renovables ETVE, S.A.U. Madrid Martifer Renovables - 100.00% 100.00%
Eurocab FV 1 SL Madrid Eurocab 1 - 100.00% 100.00%
Eurocab FV 2 SL Madrid Eurocab 2 - 100.00% 100.00%
Eurocab FV 3 SL Madrid Eurocab 3 - 100.00% 100.00%
Eurocab FV 4 SL Madrid Eurocab 4 - 100.00% 100.00%
Eurocab FV 5 SL Madrid Eurocab 5 - 100.00% 100.00%
Eurocab FV 6 SL Madrid Eurocab 6 - 100.00% 100.00%
Eurocab FV 7 SL Madrid Eurocab 7 - 100.00% 100.00%
Eurocab FV 8 SL Madrid Eurocab 8 - 100.00% 100.00%
Eurocab FV 9 SL Madrid Eurocab 9 - 100.00% 100.00%
Percentage of share capital held
Company Head Office Designation Directly Indirectly Total
Eurocab FV 10 SL Madrid Eurocab 10
Eurocab FV 11 SL Madrid Eurocab 11 - 100.00% 100.00%
Eurocab FV 12 SL Madrid Eurocab 12 - 100.00% 100.00%
- 100.00% 100.00%
Eurocab FV 13 SL Madrid Eurocab 13 - 100.00% 100.00%
Eurocab FV 14 SL Madrid Eurocab 14 - 100.00% 100.00%
Eurocab FV 15 SL Madrid Eurocab 15 - 100.00% 100.00%
Eurocab FV 16 SL Madrid Eurocab 16 - 100.00% 100.00%
Eurocab FV 17 SL Madrid Eurocab 17 - 100.00% 100.00%
Eurocab FV 18 SL Madrid Eurocab 18 - 100.00% 100.00%
Eurocab FV 19 SL Madrid Eurocab 19 - 100.00% 100.00%
Eurocab FV 20 SL Madrid Eurocab 20 - 100.00% 100.00%
Martifer Renewables Investments ETVE, SA Madrid Eurocab 21 - 100.00% 100.00%
Vesto EAD Varna Vesto - 100.00% 100.00%
DVP1 Limited Varna DVP1 - 100.00% 100.00%
DVP2 Limited Varna DVP2 - 100.00% 100.00%
Ventania - Geração de Energia e Participações, S.A. Fortaleza Ventania - 55.00% 55.00%
Eólica Faisa, Ltda Fortaleza Faisa - 55.00% 55.00%
Faisa Biomassa Geração de Energia e Participações Ltda Fortaleza Faisa Biomassa - 55.00% 55.00%
Eólica Embuaca, Ltda Fortaleza Embuaca - 55.00% 55.00%
Eólica Mar e Terra, Ltda Fortaleza Mar e Terra - 55.00% 55.00%
Eólica Bela Vista, Ltda Fortaleza Bela Vista - 55.00% 55.00%
Eólica Cajueiro da Praia, Ltda Fortaleza Cajueiro - 55.00% 55.00%
Eólica Cacimbas, Ltda Fortaleza Cacimbas - 55.00% 55.00%
SBER – Sociedade Brasileira de Energias Renováveis, Ltda Fortaleza SBER 1) - 41.25% 41.25%
Melosa – Geração de Energia e Participações, Ltda Fortaleza Melosa - 55.00% 55.00%
Eólica Paraipaba, Ltda Fortaleza Paraipaba - 55.00% 55.00%
Eólica Chapadão, Ltda Fortaleza Chapadão - 55.00% 55.00%
Rosa dos Ventos Geração e Comercialização de Energia SA Fortaleza Rosa dos Ventos - 52.25% 52.25%
Eviva Energy SRL Bucareste Eviva Energy SRL - 100.00% 100.00%
Eviva Nalbant SRO Bucareste Eviva Nalbant - 99.60% 99.60%
Eviva Agighiol SRL Bucareste Eviva Agighiol - 99.60% 99.60%
Eviva Casimcea SRO Bucareste Eviva Casimcea - 99.60% 99.60%
Total Natural, S.R.L. Bucareste Total Natural - 100.00% 100.00%
Premium Management Consulting SRL Bucareste Premium Management - 85.00% 85.00%
MW Topolog SRL Bucareste MW Topolog - 99.00% 99.00%
Eviva SRO Bratislava Eviva SRO - 100.00% 100.00%
Martifer Renewables, S.A. Gliwice Eviva S.A. - 100.00% 100.00%
IWP Sp. Z o.o. Gliwice IWP - 100.00% 100.00%
Bukowsko Gliwice Bukowsko - 100.00% 100.00%
Eviva Zebowo SP Gliwice Eviva Zebowo - 51.00% 51.00%
Eviva Gac SP Gliwice Eviva Gac - 51.00% 51.00%
Eviva Drzezewo SP Gliwice Eviva Drzezewo
Eviva Mepe Atenas Eviva Mepe - 51.00% 51.00%
- 100.00% 100.00%
Martifer Renewables Pty, Ltd. Sidney Eviva Pty - 80.00% 80.00%
Eviva Beteiligungsverwaltungs GmbH Viena Eviva GmbH - 100.00% 100.00%
Eviva Hidro SRL Bucareste Eviva Hidro - 100.00% 100.00%
Martifer Deutschland GmbH Berlim Martifer Deutschland - 100.00% 100.00%
Windpark Bippen GmbH & Co. KG Bremen Bippen KG - 100.00% 100.00%
Windpark Holleben GmbH & Co. KG Bremen Holleben KG - 100.00% 100.00%
Eviva Bippen GmbH Berlim Eviva Bippen - 100.00% 100.00%
Eviva Rumsko Sp Z.o.o Slupsk Eviva Rumsko - 51.00% 51.00%
Eviva Redecin Sp Z.o.o Slupsk Eviva Redecin - 51.00% 51.00%
Martifer Renewables Electricity LLC San Francisco CA Eviva Electricity - 80.00% 80.00%
Martifer Renewables Wind LLC San Diego CA Eviva Spinnaker - 72.00% 72.00%
Martifer Renewables Solar Thermal LLC San Diego CA Eviva Solar LLC - 80.00% 80.00%
Eviva Itália, S.R.L. Roma Eviva Itália - 100.00% 100.00%
Gesto Energia SA Oliveira de Frades Gesto Energia - 75.00% 75.00%
Eviva Energy SGPS, S.A. Oliveira de Frades Enerpetra - 100.00% 100.00%
Wind Farm Odrzechowa Sp. Zo.o Gliwice Wind Odrzechowa - 100.00% 100.00%
Energia Wiatrowa Sp. Zo.o Gliwice Energia Wiatrowa - 100.00% 100.00%
Eviva Gizalki Sp. Zo.o Miastko Eviva Gizalki - 60.00% 60.00%
Percentage of share capital held
Company Head Office Designation Directly Indirectly Total
Wind Farm Bukowsko Sp. Zo.o Gliwice Wind Farm Bukowsko - 100.00% 100.00%
Wind Farm Markowa Sp. Zo.o Gliwice Wind Farm Markowa - 100.00% 100.00%
Wind Farm Lada Sp. Zo.o Gliwice Wind Farm Lada - 100.00% 100.00%
Wind Farm Jawornik Sp. Zo.o Gliwice Wind Farm Jawornik - 100.00% 100.00%
Wind Farm Piersno Sp. Zo.o Gliwice Wind Farm Piersno - 100.00% 100.00%
Parque Eólico Penha da Gardunha, S.A. Oliveira de Frades PE Penha da Gardunha - 100.00% 100.00%

1) The full consolidation of these companies is justified as the Group has ultimate control.

2) These companies have been classified as held for sale (Note 3).

Companies consolidated through the proportional method

Companies consolidated through the proportional method, their head offices and percentage of share capital held by the Group, at 30 June 2009 are as follows:

Percentage of share capital held
Company Head Office Designation Directly Indirectly Total
Gebox, S.A. Ilhavo Gebox - 50.00% 50.00%
Promoquatro – Investimentos Imobiliários, Lda. Oliveira de Frades Promoquatro - 50.00% 50.00%
WPT – Wind Power Transmission S.A. Oliveira de Frades WPT 1) - 33.33% 33.33%
Ventinveste, S.A. Lisboa Ventinveste SA 2) 5.00% 51.60% 56.60%
Ventinveste Eólica, SGPS, S.A. Lisboa Ventinveste Eólica 2) - 56.60% 56.60%
Parque Eólico de Torrinheiras, S.A. Lisboa PE Torrinheiras 2) - 56.60% 56.60%
Parque Eólico do Douro Sul, S.A. Lisboa PE Douro Sul 2) - 56.60% 56.60%
Parque Eólico do Pinhal do Oeste, S.A. Lisboa PE Pinhal do Oeste 2) - 56.60% 56.60%
Parque Eólico de Vale Grande, S.A. Lisboa PE Vale Grande 2) - 56.60% 56.60%
Parque Eólico de Vale do Chão, S.A. Lisboa PE Vale do Chão 2) - 56.60% 56.60%
Parque Eólico do Cabeço Norte, S.A. Lisboa PE Cabeço Norte 2) - 56.60% 56.60%
Parque Eólico da Serra do Oeste, S.A. Lisboa PE Serra do Oeste 2) - 56.60% 56.60%
Parque Eólico do Planalto, S.A. Lisboa PE Planalto 2) - 56.60% 56.60%
Eviva Dunowo, Sp. Z o.o. Gliwice Eviva Dunowo - 50.00% 50.00%
SPEE 3 – Parque Eólico do Baião, S.A. Lisboa SPEE 3 - 50.00% 50.00%
SPEE 2 – Parque Eólico de Vila Franca de Xira, S.A. Oliveira de Frades SPEE 2 - 50.00% 50.00%
Macquarie Capital Wind Fund Pty Limited Sidney Macquarie - 50.00% 50.00%
Silverton Wind Farm Holding (Silverton) (1) Sidney Silverton - 25.00% 25.00%
Repower Portugal – Sistemas Eólicos, S.A. Oliveira de Frades Repower Portugal - 50.00% 50.00%
Ventipower, S.A. Oliveira de Frades Ventipower 2) - 56.60% 56.60%
Martifer – Hirschfeld Energy Systems LLC San Angelo TX Martifer Energy Systems USA - 50.00% 50.00%

1) The consolidation of these companies through proportional consolidation method results from the Group having joint control of their parent company, which in turn has joint or full control of the investee.

2) The consolidation of these companies through proportional consolidation method results from shareholder agreements that regulate joint control of the investee.

Companies consolidated through the equity method

Companies consolidated through the equity method, their head offices and percentage of share capital held by the Group, at 30 June 2009 are as follows:

Percentage of share capital held
Company Head Office Designation Directly Indirectly Total
Proempar Porto Proempar - 24.00% 24.00%
Parque Tecnológico do Tâmega Felgueiras PTT - 19.40% 19.40%
Green Vouga, SA Oliveira de Frades GreenVouga - 45.00% 45.00%
Power Blades, S.A. Oliveira de Frades Power Blades 10.00% - 10.00%
Ria Blades, S.A. Oliveira de Frades Ria Blades 1) - 56.60% 56.60%
Global Façade Systems Company Limited Banguecoque Global Façade Systems - 26.95% 26.95%
Pro Wind LLC Simferopol Pro Wind - 50.00% 50.00%
Ground Investment Corp SRL Bucareste Ground Investment - 25.00% 25.00%
Clean Energy Solutions Norrköping Clean Energy Solutions 2) - 50.10% 50.10%
Nova Eco LLC Kiev Nova Eco 2) - 50.10% 50.10%

1) The consolidation of these companies through equity method results from shareholder agreements.

2) The consolidation of these companies through equity method results from the loss of economic control.

During the first half of 2009 and during 2008 the changes occurred in the consolidation perimeter were as follows:

Incorporated companies:

In the first half of 2009: Martifer Solar SAS (Martifer Solar França) Parque Solar Sesena I, S.L. (Sesena I) Parque Solar Sesena II, S.L. (Sesena II) MTS1 SRL (MTS1) MTS2 SRL (MTS2) MTS3 SRL (MTS3) MTS4 SRL (MTS4) MTS5 SRL (MTS5) Martifer Aluminium Recycling S.R.L. (Martifer Aluminium Recycling) Martifer Wind Energy Systems LLC (Martifer Wind USA) Martifer Energy Systems PTY (Martifer Energia África do Sul)

In 2008:

Enerpetra SGPS, S.A. (Enerpetra) Eurocab FV 20 SL (Eurocab 20) Martifer Renewables Investments ETVE, SA (Eurocab 21) Eviva California Solar Holdings LLC (Eviva Solar LLC) Eviva Itália S.R.L. (Eviva Itália) Eviva Spinnaker Energy LLC (Eviva Spinnaker) Gesto – Energia, SA (Gesto Energia) Green Vouga, S.A. (Green Vouga) Home Energy II, S.A. (Home Energy II) Marifer Mota-Engil Coffey Construction Joint Venture Limited (MMECC) Martifer Alumínios Angola, SA (Martifer Alumínios Angola) Martifer Aluminium Limited (Martifer Aluminium Irlanda) Martifer Aluminium S.R.L. (Martifer Aluminium Roménia) Martifer Construction Limited (Martifer Irlanda) Martifer Energia LLC (Martifer Energia LLC Ucrânia) Martifer Energia Sp Z.o.o (Martifer Energia Polónia) Martifer Energy Systems LLC (Martifer Energy Systems LLC USA) Martifer Enerq – Sistemas de Energias Renováveis, S.A. (Martifer Enerq) Martifer Solar (Martifer Solar NV) Martifer Solar, S.R.L. (Martifer Solar Itália) Martinox, S.A. (Martinox Angola) Prio Agriculture BV (Prio NL) Prio Extractie S.R.L. (Prio Extractie) PVGlass, S.A. (PVGlass) Sassall Aluminium Pty, Ltd (Sassall)

SPEE 3 – Parque Eólico do Baião, SA (SPEE 3) Wind Farm Bukowsko Sp. zo.o (Wind Farm Bukowsko) Wind Farm Jawornik Sp. zo.o (Wind Farm Jawornik) Wind Farm Lada Sp. zo.o (Wind Farm Lada) Wind Farm Markowa Sp. zo.o (Wind Farm Markowa) Wind Farm Odrzechowa Sp. zo.o (Wind Farm Odrzechowa) Wind Farm Piersno Sp. zo.o (Wind Farm Piersno)

Acquired companies:

In the first half of 2009: Miharox SRL (Miharox) Premium Management Consulting S.R.L. (Premium Management) Ground Investment Corp S.R.L. (Ground Investment) Parque Eólico Penha da Gardunha, S.A. (PE Penha da Gardunha)

In 2008:

A & M – Energy Systems (A&M) DVP1 Limited (DVP1) DVP2 Limited (DVP2) Energia Wiatrowa Sp. Zo.o (Eviva Wiatrowa) Eólica Bela Vista, Ltda (Bela Vista) Eólica Cacimbas, Ltda (Cacimbas) Eólica Cajueiro da Praia, Ltda (Cajueiro) Eólica Chapadão, Ltda (Chapadão) Eólica Embuaca, Ltda (Embuaca) Eólica Faisa, Ltda (Faisa) Eólica Mar e Terra, Ltda (Mar e Terra) Eólica Paraipaba, Ltda (Paraipaba) Eviva Bippen GmbH (Eviva Bippen) Eviva Gizalki Sp. Zo.o (Eviva Gizalki) Eviva Redecin Sp. Z.o.o (Eviva Redecin) Eviva Rumsko Sp. Z.o.o (Eviva Rumsko) Faisa Biomassa – Geração de Energia e Participações, Ltda (Faisa Biomassa) Global Façade Systems Company Limited (Global Façade Systems) Macquarie Capital Wind Fund Pty Limited (Macquarie) Melosa – Geração de Energia e Participações, Ltda (Melosa) Navalria – Docas, Construções e Reaparações Navais, S.A. (Navalria) Pro Wind LLC (Pro Wind) Martifer Solar Hellas, A.T.E. (PVI) Rosa dos Ventos – Geração e Comercialização de Energia, S.A. (Rosa dos Ventos) SBER – Sociedade Brasileira de Energias Renováveis, Ltda (SBER) Silverton Wind Farm Holding (Silverton) SPEE 2 – Parque Eólico de Vila Franca de Xira, S.A. (SPEE 2) Total Natural, S.R.L. (Total Natural) Veiga & Seabra S.A. (Veiga & Seabra) Ventania - Geração de Energia e Participações, S.A. (Ventania) Vesto EAD (Vesto)

Changes in the consolidation method:

In the first half 2009:

Repower Portugal – Sistemas Eólicos, S.A. (Repower Portugal) – from full to proportional consolidation method Ventipower, S.A. (Ventipower) – from full to proportional consolidation method Martifer – Hirschfeld Energy Systems LLC (Martifer Energy Systems USA) – from full to proportional consolidation method Clean Energy Solutions (CES) – from full consolidation method to equity method Nova Eco LLC (Nova Eco LLC) – from full consolidation method to equity method

In 2008:

Clean Energy Solutions – from proportional to full consolidation method Nova Eco LLC (Nova Eco LLC) – from proportional to full consolidation method Power Blades, S.A. (Power Blades) – from full consolidation method to equity method Ria Blades, S.A. (Ria Blades) - from full consolidation method to equity method Solar Parks Construccion Parques Solares ETVE S.A. (Solar Parks) – from proportional to full consolidation method

3. BUSINESS UNIT HELD FOR SALE

On 26 June 2009, the Board of Directors of Martifer approved the strategy of reduction of the economic interest in the Agriculture & Biofuels business segment and the respective plan to implement that strategy.

In accordance with IFRS 5, the assets and liabilities related to the segment 'Agriculture & Biofuels' (which includes PRIO SGPS SA and its associate companies), currently held by the Group in 60%, were classified as 'Assets of the business unit held for sale' and 'Liabilities related to assets of the business unit held for sale', respectively, and the net earnings in the caption 'Earnings of the business unit held for sale'. The Agriculture & Biofuels segment includes the agriculture, extraction, trading and distribution of biofuels activities.

The breakdown of assets and liabilities of the business unit held for sale on 30 June 2009 are as follows (net of intragroup eliminations):

30 June 2009
Goodwill related to the business unit held for sale 13,113,078
Non current assets 194,752,192
Current assets 98,332,904
Cash and cash equivalents 6,560,908
Assets of the business unit held for sale 312,759,082
Minority interests related to assets of the business unit held for sale 32,876,659
Non current liabilities 64,812,872
Current liabilities 139,287,722
Liabilities related to assets of the business unit held for sale 204,100,594
Assets net of liabilities and minority interests of the business unit held for sale 75,781,829

The amounts detailed above are net of balances arising from intragroup transactions, with the amount eliminated totalling 4,123,850 Euros in Assets and 17,009,030 Euros in Liabilities. Additionaly, in the consolidation process 75,000,000 Euros of Supplementary Capital from Martifer SGPS, SA to Prio SGPS, SA was eliminated.

During the 6 month period ended 30 June 2009, the net earnings of the bussiness unit held for sale (net of intragroup eliminations) was negative 11,619,112 Euros, of which 6,468,105 Euros attributable to the Group, as detailed below.

st Half 2009
1
Sales and services rendered 129,395,180
Operational costs (136,851,284)
Other gains and losses 5,080,716
(2,375,388)
Amortisations and provisions (4,348,166)
Operational earnings (6,723,554)
Gains / (losses) in associate companies -
Financial results (5,949,159)
Income taxes 1,053,601
Earings for the period (11,619,112)
Attibutable:
To minority interests (5,151,007)
To the Group (6,468,105)

The above detailed amounts are net of intragroup eliminations of 351.993 Euros in 'Sales and services rendered' and of Euro 1,187,609 Euros in operational costs.

4. SALES AND SERVICES RENDERED

The breakdown of sales and services rendered for the 6 month periods ended 30 June 2009 and 2008 is as follows:

st Half 2009
1
st Half 2008
1
Revenue from the sale of merchandise 51,822,631 106,818,502
Revenue from the sale of goods 128,439,293 104,898,849
Services rendered 39,226,668 26,258,912
219,488,592 237,976,262

5. INFORMATION BY BUSINESS SEGMENTS

The Group bases its disclosure of information for primary segments on its internal organisation in terms of management.

The Group is organised in four major operating segments – Metallic Construction, Energy Systems, Electricity Generation and Agriculture & Biofuels - that are coordinated and supported by Martifer SGPS. The Metallic Construction segment includes all the construction activities and retail & warehousing management and development. The Energy Systems segment includes the production of wind, solar and wave power systems, as well as the construction of wind farms and solar parks. The Electricity Generation segment includes the production, distribution and sale of electricity generated from renewable energy sources. Amounts related with Martifer SGPS and Martifer Inovação e Gestão S.A. (MIG) are included in the 'Holding and MIG' caption.

The adoption of IFRS 8 – Business Segments did not result in any change in the reportable segments of the Group as the management uses information based on the same segmentation. Nevertheless, due to the application of IFRS 5 to the 'Agriculture and Biofuels' segment, the same is not presented in the information below. Additionally, the accounting policies used in the preparation of the information by business segments is the same used in preparation of the enclosed financial statements (Note 1).

The breakdown of sales and services rendered by segment for the 6 month period ended 30 June 2009 and 2008 is as follows:

Sales to external customers Intersegment sales Total
st Half
1
2009
st Half
1
2008
st Half
1
2009
st Half
1
2008
st Half
1
2009
st Half
1
2008
Holding and MIG 263,241 193,703 3,667,943 2.655.698 3.931.185 2.849.401
Metallic Construction 115,735,970 124,442,920 71,818,084 94.618.477 187.554.054 219.061.397
Energy Systems 94,910,508 107,337,437 75,942,908 57.703.769 170.853.416 165.041.206
Electricity Generation 8,578,873 6,002,203 652,990 10.550 9.231.863 6.012.752
219,488,592 237,976,262 152,081,926 154.988.494 371.570.517 392.964.756
Intersergment eliminations (96,310,594) (124,705,181)
Own work capitalized (Note 6) (55,771,331) (30,283,313)
Sales and services rendered to external customers - Total 219,488,592 237,976,262

The change in sales and services rendered in the Metallic Construction segment result mainly from lower level of activity in the period and changes in raw material prices (mainly steel and aluminium) that have influenced the value of construction contracts.

The earnings before interest, taxes, amortizations, provisions and impairment losses (EBITDA) and earnings before interest and taxes (EBIT) by operating segment for the 6 month period ended 30 June 2009 and 2008 are as follows:

EBITDA EBIT
st Half 2009
1
st Half 2008
1
st Half 2009
1
st Half 2008
1
Holding and MIG (1,139,196) (1,228,456) (1,680,678) (1,385,243)
Metallic Construction 16,263,356 15,933,007 12,330,692 12,359,522
Energy Systems 10,777,698 10,165,867 5,155,024 8,267,215
Electricity Generation 1,665,847 (412,753) (38,132,593) (3,787,138)
27,567,706 24,457,666 (22,327,555) 15,454,356
Eliminations with the business unit held for sale (Note 3) (835,616) 907,618 (835,616) 907,618
26,732,090 25,365,283 (23,163,171) 16,361,974

The Group's net assets and liabilities by operating segments on 30 June 2009 and 31 December 2008 are as follows:

Assets Liabilities
30 June
2009
31 December
2008
30 June
2009
31 December
2008
Holding and MIG 423,746,081 378,199,751 17,160,417 148,637,768
Metallic Construction 571,419,640 544,883,797 477,621,886 451,157,606
Energy Systems 333,688,995 397,860,455 292,858,626 305,920,595
Electricity Generation 872,674,834 763,857,719 745,213,681 533,346,514
Agriculture & Biofuels - 488,491,169 - 376,773,544
Intra-group eliminations (1,186,488,810) (1,224,792,224) (842,995,913) (801,025,500)
1,015,040,741 1,348,500,668 689,858,696 1,014,810,527
Attributable to the business unit held for sale 312,759,082 204,100,594
1,327,799,822 893,959,290

The Group's capital expenditures (acquisition of tangible and intangible assets) and amortisations by operating segments during the 6 month period ended 30 June 2009 and during 2008 are as follows:

Capital expenditures Amortisations
st Half 2009
1
2008 st Half 2009
1
st Half 2008
1
Holding and MIG 2,071,509 7,213,112 492,126 156,787
Metallic Construction 9,231,270 14,570,079 3,063,842 2,822,532
Energy Systems 5,292,060 51,165,958 2,859,607 1,192,934
Electricity Generation 58,836,781 140,046,529 4,278,849 3,374,385
Agriculture & Biofuels - 53,052,421 - -
75,431,620 266,048,099 10,694,424 7,546,639
Attributable to the business unit held for sale 28,975,139
104,406,759

6. Other income

For the 6 month periods ended at 30 June 2009 and 2008, the breakdown of the caption 'Other income' is as follows:

st Half 2009
1
st Half 2008
1
Change in production 2,943,630 3,876,565
Own work capitalized 55,771,331 30,283,313
58,714,962 34,159,877

The 'Own work capitalized' in the 6 month period ended 30 June 2009 includes mostly the wind farm construction activity in Portugal, Romania and Poland, and the construction of industrial units in Angola in the Metallic Construction segment. The business segments with the larger contribution are Metallic Construction with 5,565,612 Euros (2008: 20,618,294 Euros) and the Energy Systems with 46,544,290 Euros (2008: 9,643,855 Euros).

The 'Change in production' in the 6 month period ended 30 June 2009 results mainly from the production of wind power components.

7. OTHER GAINS AND LOSSES

This caption in the 6 month period ended 30 June 2009 includes mostly the effect resulting from the capitalization of wind farm development costs in the wind farms under construction in the period in the Electricity Generation Segment and also the gain resulting from the fair value assessment of the Tavira Gran Plaza shopping centre recorded in 'Investment property' (please refer to note 14) in the Metallic Construction business area, in the amount of 2,740,402 Euros.

8. PROVISIONS AND IMPAIRMENT LOSSES

The provisions and impairment losses for the 6 month periods ended 30 June 2009 and 2008 are as follows:

st Half 2009
1
st Half 2008
1
Goodwill impairment (Note 11) 13,214,457 -
Financial investments impairment 4,275,172 -
Tangible and intangible fixed assets impairment 16,374,865 -
Trade and other debtors impairment 723,708 541,179
Inventory impairment 456,279 -
Provisions 4,156,357 915,492
39,200,838 1,456,670

Due to the macroeconomic instability in general and the turbulence of the financial markets in particular, that influenced significantly the development of renewable energy generation projects, the Electricity Generation business area carried out an assessment of the portfolio of projects which resulted in the recognition of 35,503,048 Euros of impairments, of which we highlight (i) in the subsidiaries in Germany: reduction of the carrying value of the licences related to the Bippen and Holleben wind farms in the amount of 9.7 million euros, resulting from the incorporation of recent operational performance; and (ii) in several associate companies in Eastern Europe due to difficulty in the licensing and development of some projects, negative impact on internal rates of return resulting from the current conditions for project financing and local regulatory uncertainty, the decision was taken to recognize the non recoverability of some investments undertaken in Romania amounting to 13,417,333 Euros, in the Ukraine amounting to 6,030,398 Euros, in Bulgaria amounting to 194,768 Euros, in Slovakia amounting to 1,925,579 Euros and in other projects amounting to 4,246,726 Euros.

Additionally, the Energy Systems business area has assessed the value of some basic equipment and inventories, which resulted in the recognition at 30 June 2009 of impairments of 2,056,970 Euros and 457,557 Euros, respectively.

9. NET FINANCIAL RESULTS

The net financial results for the periods ended at 30 June 2009 and 2008 can be analyzed as follows:

st Half 2009
1
st Half 2008
1
Financial Income
Loans and accounts receivable (including bank deposits)
- Interest income 1,542,316 1,031,886
Available for sale investments
- Dividend income 2,478,147 2,213,388
- Gains on the sale of financial assets 19,528 84,939
Held for sale investments
- Gains on the sale of financial assets 160,885,470 -
Other financial income and expenses related to other financial assets
- Foreign exchange gains 7,024,905 4,445,678
- Financial discounts received 431,765 908,993
- Other financial income 44,246 293,559
172,426,378 8,978,443
st Half 2008
1
7,774,486
(456,670)
1,473,626
22,166
991,197
9,804,804

The amount recorded in both periods in the caption 'Dividend income' relates to the dividends received by the Group relating to the financial investment in shares of EDP – Energias de Portugal, S.A.

The 'gains in held for sale investments' in the 6 month period ended 30 June 2009 relate to the financial gain recorded on the sale of the equity stake held by the Group in the share capital of Repower Systems, AG that was concluded in the second quarter of the year.

The change in 'interest expenses' in the 6 month period ended 30 June 2009 relate to the higher level of loans when compared to the same period last year.

The increase of 'foreign exchange gains' and 'foreign exchange losses' result from the increase usage of foreign currency, mainly in the Metallic construction and Energy Systems segments.

10. EARNINGS PER SHARE

The share capital of Martifer SGPS is represented by 100,000,000 ordinary shares, fully paid, representing a share capital of 50,000,000 Euros.

At 30 June 2009 and 2008, the basic and diluted earnings per share can be summarised as follows:

st Half 2009
1
st Half 2008
1
Profit for the period (I) 116,070,967 7,954,241
Weighted average number of shares outstanding (II) 100,000,000 100,000,000
Basic and diluted earnings per share (I) / (II) 1.1607 0.0795
of continued operations 1.2254 0.0877
of business unit held for sale (0.0647) (0.0082)

During the period ended 30 June 2009 no dividends were distributed.

11. GOODWILL

The relevant information regarding the companies acquired by the Group during the 6 month period ended at 30 June 2009 can be summarised as follows:

Acquired company Business activity Acquisition
date
% acquired Acquisition
cost
Parque Eólico Penha da Gardunha, Lda Electricity generation June 09 100% 3,476,538
Macquarie Capital Wind Fund Pty Limited Holding company June 09 - 2,903,938
Ground Investment Corp S.R.L. Electricity generation January 09 25% 1,687,500
Miharox S.R.L. Agriculture January 09 95% 234,484
Silverton Wind Farm Holding Wind farms development June 09 - 230,428
Premium Management Consulting S.R.L. Electricity generation January 09 85% 170,000
Home Energy II, S.A. Energy certification June 09 5% 148,421
A & M Energy Systems Solar panel installation March 09 1% 7,184
Sassall Aluminium Pty Ltd Aluminium façades installer June 09 20% 1,147
8,859,640
Attributable to the business unit held for sale 234.484
8,625,156

Those acquisitions were accounted in accordance with the purchase method and represented cash out flows. The goodwill generated on these acquisitions is carried in the 'Goodwill' caption as the fair value exercise is not concluded.

Fair value allocation of the acquired assets and liabilities can be summarised as follows:

Carrying amounts
of acquired assets
and liabilities Fair
before the value Fair
acquisition allocation value
Net assets acquired:
Tangible assets 374,052 - 374,052
Intangible assets 663,884 - 663,884
Inventories 66,633 - 66,633
Trade and others debtors 3,334,824 - 3,334,824
Cash and cash equivalents 6,055 - 6,055
Loans (507,741) - (507,741)
Suppliers and others creditors (4,254,702) - (4,254,702)
Others 32,240 - 32,240
(284,754) - (284,754)
Goodwill 9,144,394
Attributable to the business unit held for sale 176,888
Attributable to the continued activities 8,967,506
Total acquisition cost: 8,859,640
Attributable to the business unit held for sale 234,484
Attributable to the continued activities 8,625,156
Acquisition cost paid in cash 8,859,640
Cash flows generated by the acquisitions:
- Cash and cash equivalents paid 8,859,640
- Cash and cash equivalents in the acquired companies (6,055)
8,853,584

The contribution of the acquired companies to the revenues and to the profit for the 6 month period ended 30 June 2009, starting from the acquisition date, is imaterial.

At 30 June 2009 and 31 December 2008 the movement occurred in the caption 'Goodwill' is as follows:

st Half 2009
1
2008
Cost
Opening balance 70,681,731 33,345,622
Acquisition of subsidiaries 9,144,394 38,369,318
Reductions arising from the realization of deferred tax assets not previously recognized
- SPEE 2 (1,300,000) -
- Ventania (596,193)
Sale of subsidiaries (981,156) -
Effect of foreign currency exchange differences 2,181,828 (908,709)
Others (16,901) (124,500)
Closing balance 79,113,703 70,681,731
Attributable to the business unit held for sale 13,113,078
Attributable to the continued activities 66,000,625
Accumulated impairment losses
Opening balance 2,685,876 -
Impairment losses recognized in the period (Note 8) 13,214,457 2,685,876
Closing balance 15,900,333 2,685,876
Carrying amount at the beginning of the period 67,995,855 33,345,622
Carrying amount at the end of the period 63,213,370 67,995,855
Attributable to the business unit held for sale 13,113,078
Attributable to the continued activities 50,100,292

At 30 June 2009 and 31 December 2008, the breakdown of 'Goodwill' is as follows:

30 June 2009 2008
Accumulated
Cost impairment losses Carrying amount Carrying amount
Martifer Construções 5,448,792 - 5,448,792 5,448,792
Martifer Metallic Construction 4,127,466 - 4,127,466 4,127,466
Martifer Energy Systems - - - 981,156
MGI 8,373 - 8,373 8,373
Agromec 634,064 - 634,064 634,064
Bukowsko 796,974 - 796,974 796,974
CES 1,595,582 1,595,582 - 1,595,582
Eviva Drzezewo 634,959 - 634,959 634,959
Eviva Gac 148,633 - 148,633 148,633
Eviva Zebowo 148,633 - 148,633 148,633
Eviva Polska 7,329,313 - 7,329,313 7,329,313
IWP 574,545 - 574,545 574,545
Eviva Energy s.r.l. 9,368,124 9,368,124 - 9,368,124
Eviva GmbH 5,587 5,587 - 5,587
Eviva Hidro 16,901 - 16,901 16,901
Martifer GmbH 6,026 - 6,026 6,026
Eviva s.r.o. 1,656,260 1,656,260 - 1,656,260
Martifer Solar 1,493,776 - 1,493,776 1,493,776
Agrozootehnica 295,190 - 295,190 295,190
Zimbrul 441,888 - 441,888 441,888
Prio SGPS 11,100,000 - 11,100,000 11,100,000
Macquarie 14,302,786 - 14,302,786 9,759,920
Ventania - - - 596,193
Navalria 1,618,675 - 1,618,675 1,618,675
Sassall Glass & Joinery 3,660,805 - 3,660,805 3,134,454
Solar Parks 2,685,876 (2,685,876) - -
Energia Wiatrowa 1,857,699 - 1,857,699 1,857,699
SPEE 2 - - - 1,300,000
Eviva Rumsko 637,197 - 637,197 637,197
Eviva Gizalki 602,432 - 602,432 602,432
Veiga & Seabra 474,381 - 474,381 474,381
Total Natural 509,173 (509,173) - 509,173
A & M 351,046 - 351,046 305,609
PVI 72,205 - 72,205 72,205
Eviva Redecin 232,945 - 232,945 232,945
Vesto 17,895 (17,895) - 17,895
Pro Wind 61,835 (61,835) - 61,835
Eviva Bippen 3,000 - 3,000 3,000
Ground Investment 1,642,048 - 1,642,048 -
Premium Management 201,653 - 201,653 -
Miharox 167,554 - 167,554 -
Parque Eólico Penha da Gardunha 3,673,386 - 3,673,386 -
Home Energy II 154,280 - 154,280 -
Sassall Aluminium Pty Ltd 142,219 - 142,219 -
Silverton 230,428 - 230,428 -
Total 79,113,703 (15,900,333) 63,213,370 67,995,855
Attributable to the business unit held for sale 13,113,078 - 13,113,078
Attributable to the continued activities 66,000,625 (15,900,333) 50,100,292

During the 6 month period ended 30 June 2009, the Group concluded the allocation of the fair value of the assets and liabilities acquired through the acquisitions of associate companies Ventania and SPEE2 and the recognized goodwill was reclassified to the caption 'Intangible assets – licences'. For the remaining acquisitions, the fair value allocation process has not been concluded.

12. INTANGIBLE ASSETS

At 30 June 2009 and 31 December 2008 the gross amount of 'Intangible assets' can be analysed as follows:

Software and
other rights
Intangible assets
in progress
Advances for the
acquisition of
intangible assets
Total
31 December 2008
Opening balance 51,805,753.60 159,964 - 51,965,718
Additions 3,508,905 10,354,723 1,127,664 14,991,292
Sales, disposals and write-offs 175,235 - - 175,235
Effect of foreign currency exchange differences (21,381) 127,198 - 105,817
Changes in the consolidation perimeter 1,709 - - 1,709
Transfers and other movements (6,113,875) 2,206,116 - (3,907,759)
49,005,876 12,848,001 1,127,664 62,981,541
30 June 2009
Opening balance 49,005,876 12,848,001 1,127,664 62,981,541
Additions 1,575,172 4,580,416 2,351,383 8,506,971
Sales, disposals and write-offs 24,312 - - 24,312
Effect of foreign currency exchange differences 624,863 (117,516) - 507,346
Changes in the consolidation perimeter (571,226) (28,742) - (599,968)
Impairments (9,688,243) - - (9,688,243)
Transfers and other movements 8,653,922 (4,720,883) - 3,933,039
49,576,051 12,561,276 3,479,046 65,616,374

The additions in intangible fixed assets during the 6 month period ended 30 June 2009 relates mostly to the transfer, from intangible assets in progress, of the investment in the ERP SAP system being implemented in the Group, as well as the recording of the fair value of the licences in associate companies Ventania and SPEE2 previously recorded under 'Goodwill'.

At 30 June 2009 and 31 December 2008, the accumulated depreciation and impairment losses of 'Intangible assets' can be analysed as follows:

Advances for
the acquisition
Software and Intangible assets of intangible
other rights in progress assets Total
31 December 2008
Opening balance 3,032,946 - - 3,032,946
Additions 3,727,224 - - 3,727,224
Sales, disposals and write-offs 131,130 - - 131,130
Effect of foreign currency exchange differences (32,680) - - (32,680)
Transfers and other movements (459,035) - - (459,035)
6,137,325 - - 6,137,325
30 June 2009
Opening balance 6,137,325 - - 6,137,325
Additions 1,884,318 - - 1,884,318
Sales, disposals and write-offs 6,753 - - 6,753
Effect of foreign currency exchange differences (6,106) - - (6,106)
Changes in the consolidation perimeter (36,968) - - (36,968)
Transfers and other movements (4,990) - - (4,990)
7,966,824 - - 7,966,824
Carrying amount:
31 December 2008 42,868,552 12,848,001 1,127,664 56,844,217
30 June 2009 41,609,227 12,561,276 3,479,046 57,649,549
Attributable to the business unit held for sale 6,583,712 - - 6,583,712
35,025,515 12,561,276 3,479,046 51,065,838

13. TANGIBLE ASSETS

At 30 June 2009 and 31 December 2008 the gross amount of land and buildings, equipments, tangible assets in progress and other tangible assets can be analysed as follows:

Land and Tangible assets Other tangible
buildings Equipments in progress assets Total
31 December 2008
Opening balance 132,956,707 122,566,244 54,107,594 5,745,469 315,376,015
Additions 16,620,889 25,187,330 156,755,986 52,492,602 251,056,807
Sales, disposals and write-offs 285,414 2,547,786 - 9,645 2,842,845
Foreign exchange differences (5,646,846) (4,457,572) (970,919) (517,475) (11,592,811)
Changes in the perimeter 1,321,584 1,972,087 8,878,956 630,059 12,802,686
Transfers, other movements 56,916,867 15,495,948 (61,336,518) (2,228,587) 8,847,710
201,883,787 158,216,251 157,435,099 56,112,423 573,647,562
30 June 2009
Opening balance 201,883,787 158,216,251 157,435,099 56,112,423 573,647,562
Additions 1,688,236 6,912,877 83,759,827 3,538,848 95,899,788
Sales, disposals and write-offs 49,985 923,051 160,517 418,039 1,551,592
Foreign exchange differences 476,349 2,039,403 (4,113,652) 42,284 (1,555,615)
Changes in the perimeter (101,282) (398,597) 311,788 (596,692) (784,783)
Impairments (39,927) (2,071,567) (4,413,499) (161,628) (6,686,622)
Transfers, other movements 24,526,771 15,656,842 (33,647,141) (14,605,592) (8,069,119)
228,383,949 179,432,158 199,171,906 43,911,604 650,899,619

The additions to tangible fixed assets in the period ended 30 June 2009 are related mainly to the construction of wind farms in the Electricity Generation segment (2009: 58,836,776 Euros) and the construction of industrial units in Angola in the Metallic Construction segment (2009: 5,762,431 Euros). The construction of wind farms in Romania, Poland and Portugal was responsible for additions totalling 53,512,765 Euros.

The amount recorded in 'Changes in the perimeter' is related mainly to the change in consolidation method of associate companies Repower Portugal and Ventipower.

The impairments of tangible fixed assets result mainly from the depreciation of assets in the Energy Systems segment (2,056,970 Euros) and Electricity Generation segment (4,629,652 Euros).

At 30 June 2009 and 31 December 2008, the accumulated depreciation and impairment losses of 'Tangible fixed assets' can be analysed as follows:

Land and
buildings
Equipments Tangible assets
in progress
Other tangible
assets
Total
31 December 2008
Opening balance 15,679,067 34,562,200 - 218,621 50,459,888
Additions 6,588,955 12,223,477 - 314,619 19,127,051
Sales, disposals and write-offs 8,636 1,582,968 - 6,342 1,597,946
Foreign exchange differences (181,609) (607,288) - 14,756 (774,141)
Changes in the perimeter 259,578 613,668 - 284,555 1,157,800
Transfers, other movements 716,469 773,879 - 359,421 1,849,769
23,053,824 45,982,967 - 1,185,630 70,222,421
30 June 2009
Opening balance 23,053,824 45,982,967 - 1,185,630 70,222,421
Additions 3,944,043 7,835,276 - 778,952 12,558,272
Sales, disposals and write-offs - 581,881 - 15,690 597,571
Foreign exchange differences (70,833) (144,679) - 6,990 (208,521)
Changes in the perimeter - (118,290) - 10,657 (107,633)
Transfers, other movements (14,398) 25,271 - (5,609) 5,263
26,912,636 52,998,665 - 1,960,930 81,872,230
Carrying amount
31 December 2008 178,829,963 112,233,284 157,435,099 54,926,793 503,425,141
30 June 2009 201,471,313 126,433,494 199,171,906 41,950,674 569,027,388
Attributable to the business
unit held for sale
105,048,855 20,993,610 53,767,468 2,136,565 181,946,498
96,422,458 105,439,883 145,404,438 39,814,110 387,080,889

The increase in amortisations of equipments in the 6 month period ended 30 June 2009 is mostly due to the capital expenditures in industrial units and in electricity generation assets, in previous periods.

14. INVESTMENT PROPERTY

At 30 June 2009, the caption 'Investment property' relates to the Benavente Business Centre (construction concluded in 2008) and the Tavira Gran Plaza shopping centre (concluded and opened in June 2009), both held by Martifer Group to earn rental income. These assets are carried at fair market value, according to an independent appraisal made by Cushman & Wakefield – Consultoria Imobiliária, Unipessoal, Lda, according to international practices (RICS Red Book).

Martifer Group will perform regular revaluations of this property, and gains and losses arising from changes in the fair value will be charged to profit or loss in the period in which they arise.

At 30 June 2009 and 31 December 2008, the fair market value of these properties amounted to 9,5 million Euro and 47.5 million Euros, respectively. To reach the fair market value, the rent income method was used, which compares a contractual rent to the estimated market rent. The fair market value of the Benavente Business Centre at 30 June 2009 is not expected to be materially different.

15. AVAILABLE FOR SALE INVESTMENTS

At 30 June 2009 and 31 December 2008, available for sale investments are as follows:

30 June
2009
31 December
2008
EDP Energias de Portugal, S.A. 49,436,100 47,701,500
Others 41,251 698,990
49,477,351 48,400,490
Attributable to the business unit held for sale 6,003
49,471,348

At 30 June 2009, the Group owned 17,700,000 shares of EDP – Energias de Portugal, S.A. corresponding to a 0.48% financial stake of the share capital of that company. The change in fair value of the EDP stake is recorded in the caption 'Fair value reserves on available for sale investments' in 'Equity'. For the period ended 30 June 2009, the company did not reclassify any financial investments.

The changes in the 6 month period ended 30 June 2009 and in 2008 in 'Available for sale investments' were as follows:

30 June
2009
31 December
2008
Opening balance 48,400,490 10,830,270
Additions - 116,919,900
Sales - (82,191,498)
Changes in fair value 1,734,600 2,841,818
Other changes (657,739) -
Closing balance 49,477,351 48,400,490
Attributable to the business unit held for sale 6,003
49,471,348

16. INVENTORIES AND BIOLOGICAL ASSETS

At 30 June 2009 and 31 December 2008, 'Inventories and biological assets' are as follows:

30 June
2009
31 December
2008
Raw-materials, subsidiaries and other consumables 32,472,898 57,439,478
Work in progress 4,572,391 3,858,831
Merchandise 46,564,582 45,712,085
Finished goods 6,753,063 7,019,765
Advances for the purchase of inventories 6,946,796 41,482,493
Carriyng amount excluding biological assets 97,309,730 155,512,651
Biological assets 13,235,190 6,214,509
110,544,920 161,727,160
Attributable to the business unit held for sale 36,398,075
74,146,845

The change in 'Raw materials, subsidiaries and other consumables' results from the reduction in inventories at the business unit available for sale and in the Energy Systems and Metallic Construction segments.

The change in 'Advances for the purchase of inventories' reflects mainly the conclusion of the works in Tavira Gran Plaza and its subsequent reclassification as an 'Investment property'.

17. OTHER CURRENT ASSETS

At 30 June 2009 and 31 December 2008, the breakdown of the caption 'Other current assets' is as follows:

30 June
2009
31 December
2008
Acrrued income
Prodution not invoiced (construction contracts) 68,654,447 63,486,769
Interest to be received 213,669 333,276
Other accrued income 4,950,157 5,357,256
73,818,274 69,177,302
Prepayments
Insurances 1,277,182 1,045,393
Interest and other financial costs 937,345 120,356
Rents 469,965 1,388,118
Other prepayments 6,946,908 3,793,210
9,631,400 6,347,077
83,449,674 75,524,379
Attributable to the business unit held for sale 2,973,479
80,476,195

18. SHARE CAPITAL

Martifer SGPS, SA share capital, fully subscribed and paid at 30 June 2009, amounts to 50,000,000 Euro and it is represented by 100,000,000 bearer shares with a nominal value of 50 cents each. All shares have the same rights, including one vote per share.

At 30 June 2009, the share capital of Martifer SGPS, SA was held in 41.52% by I'M SGPS, SA and in 37.5% by Mota-Engil SGPS, SA. The remaining represents free-float listed in Euronext Lisbon.

19. LOANS

At 30 June 2009 and 31 December 2008, 'Loans' obtained can be analysed as follows:

31 December 2008 Till 1 year 2 years Between 3
and 5 years
More than 5
years
Total
Loans obtained from financial institutions
Bank loans 97,141,807 19,327,014 47,622,263 32,295,010 196,386,094
Bank overdrafts 89,768,866 - - - 89,768,866
Authorized overdrafts 64,641,750 - - - 64,641,750
Other obtained loans
Commercial paper 187,200,000 4,000,000 12,000,000 2,000,000 205,200,000
Other loans 1,128,672 841,911 1,105,903 49,425,680 52,502,166
439,881,095 24,168,926 60,728,166 83,720,690 608,498,877
30 June 2009 Till 1 year 2 years Between 3
and 5 years
More than 5
years
Total
Loans obtained from financial institutions
Bank loans 49,819,626 38,129,375 54,560,492 33,707,779 176,217,273
Bank overdrafts 40,209,774 - - - 40,209,774
Authorized overdrafts 76,145,868 - - - 76,145,868
Other obtained loans
Commercial paper 150,500,000 - - - 150,500,000
Other loans 38,704,522 1,105,903 276,476 62,244,495 102,331,396
459,856,495 26,079,713 70,092,620 95,432,336 651,461,164
Attributable to the business unit held for sale 85,293,737 17,624,415 11,286,159 482,463 114,686,774
270,086,053 21,610,863 43,550,809 95,469,811 430,717,536

The change in Loans results from the monies received from the sale of the financial investment in Repower Systems AG. The loans with more than 5 year maturity increased mostly due to the increase of the financing related to the Tavira Gran Plaza. The reduction in 'Commercial paper' results from debt renegotiation.

20. OTHER CURRENT LIABILITIES

At 30 June 2009 and 31 December 2008, 'Other current liabilities' can be analysed as follows:

30 June
2009
31 December
2008
Accrued costs
Holiday pay and bonuses 8,094,536 6,415,577
Interest beared but not yet overdue 2,510,365 3,011,617
Production performed by third parties not yet invoiced 1,023,701 369,995
Other accrued expenses 13,760,864 12,882,569
25,389,467 22,679,758
Deferred income
Production invoiced and not yet performed (related to construction contracts) 28,058,468 62,235,801
Subsidies / Government grants 824,538 756,900
Other deferred income 2,874,537 5,403,110
31,757,543 68,395,811
57,147,010 91,075,569
Attributable to the business unit held for sale 5,200,995
51,946,014

The change in the caption 'Deferred income – Production invoiced and not yet performed' is related mainly to wind farm construction contracts and the impact of the change in consolidation method of Repower Portugal.

21. PROVISIONS

At 30 June 2009 and 31 December 2008, the caption 'Provisions' can be detailed as follows:

30 June
2009
31 December
2008
Quality guarantees 2,070,521 2,463,396
Legal claims in progress 239,555 226,527
Provisions arising from the use of the equity method 1,229,594 766,309
Others 4,578,806 481,421
8,118,476 3,937,654
Attributable to the business unit held for sale 600,000
7,518,476

The changes in 'Provisions' in the 6 month period ended 30 June 2009 result mainly from the asset assessement carried out in the Electricity Generation segment disclosed in Note 8.

The information regarding changes in provisions, with reference to the above mentioned period, is as follows:

30 June
2009
31 December
2008
Opening balance 3,937,654 6,325,137
Increases (Note 8) 4,756,357 1,597,619
Decreases 400,000 501,059
Change of consolidation perimeter, exchange rate differences and transfers (175,534) (3,484,043)
Closing balance 8,118,476 3,937,654
Attributable to the business unit held for sale 600,000
7,518,476

22. CONTINGENT LIABILITIES

On 30 June 2009, there is a liability arising from warranties provided by Martifer SGPS, SA to associate company Gebox, SA, in accordance with the terms of the 'Joint Venture Contract' between Gebox, SA and Pujol Muntalá, SA.

As the argument on the rightfulness of the cancelation of the above mentioned contract is currently being discussed in a Court of Arbitration, it is not possible to quantify the indemnity or on which party such liability will fall.

23. RELATED PARTIES TRANSACTIONS

Group companies have commercial relationships between them that qualify as 'Related parties transactions'. All of these transactions are performed on an arm's length basis.

During the consolidation procedures all of these transactions have been eliminated, since the consolidated financial statements disclose information regarding the holding company and its subsidiaries as an unique company.

Besides current transactions, some relating to civil construction done with the Mota-Engil Group and others associated with real estate management projects under way done by Estia Group, there are not any other significant balances and transactions performed with related parties during the period ended 30 de Junho 2009.

In addition to the companies included in the consolidated financial statements (Note 2), the list of the Martifer Group related parties is disclosed below:

Aenor – Auto-Estradas do Norte, S.A. ("Aenor") Aenor Douro - Estradas do Douro Interior, SA Almaque - Serviços Técnicos, S.A. ("Almaque") Ambigere, SA ("Ambigere") Ambilital – Investimentos Ambientais no Alentejo, EIM. ("Ambilital") Areagolfe - Gestão, Construção e Manutenção de Campos de Golf, S.A. ("Areagolfe") Ascendi - Concessões de Transportes, SGPS, S.A. ("Ascendi SGPS") Ascendi-Serv. Assessoria Gestão Operação, S.A. ("Ascendi SA") Asinter – Comércio Internacional, Lda. ("Asinter") Aurimove – Utilidades, Equip. e Invest. Imobiliários, Lda. ("Aurimove") Auto Sueco Angola, S.A. ("Auto Sueco Angola") Beiratir - Terminais da Covilhã, Lda. ("Beiratir") Berd - Projecto Investigação e Engenharia de Pontes, SA ("Berd") Calçadas do Douro - Sociedade Imobiliária, Lda. ("Calçadas do Douro") Cimertex & Companhia- Comércio Equip. e Ser. Técnicos, Lda. ("Cimertex & Companhia") Cimertex Angola – Sociedade de Máquinas e Equipamentos, Lda. ("Cimertex Angola") Citrup – Centro Integrado de Resíduos, Lda. ("Citrup") Companhia Portuguesa de Trabalhos Portuários e Construções, S.A. ("CPTP") Construcciones CRESPO, SA ("Crespo") Constructora Autopista Perote Xalapa, S.A. de C.V. Corgimobil - Empresa Imobiliária das Corgas, Lda. ("Corgimobil") Correia & Correia, Lda. ("Correia & Correia") Creativ S.A. Detalhes Urbanos, SA E.A.Moreira - Agentes de Navegação, S.A. ("E.A. Moreira") Ecolezíria - Empresa Intermunicipal para o Tratamento de Resíduos Sólidos, E. I. M. ("Ecolezíria") Edifício Mota - Viso – Soc. Imobiliária, Lda. ("Mota Viso") Edipainel – Utilidades, Equipamentos e Investimentos Imobiliários, Lda. ("Venimove") Ekosrodowisko Spółka z.o.o. ("Ekosrodowisko") Emocil – Empresa Moçambicana de Construção Imobiliária ("Emocil")

EMSA – Empreendimentos e Exploração de Estacionamentos, S.A. ("EMSA") Engil 4i – SGPS, S.A. ("Engil 4I") Enviroil – Resíduos e Energia, Lda. ("Enviroil") Estia Development, Lda Estia R&W, Srl ESTIA, SGPS, S.A. Ferreiros & Almeida, S.A. Ferrovias e Construções, S.A. ("Ferrovias") Geogranitos – Pedreiras de Amarante, Lda. ("Geogranitos") Glan Agua Ltd God Project Development ("GOD") Grossiman, SL ("Grossiman") GT - Investimentos Internacionais SGPS, SA ("GT SGPS") Hifer Construccion Conservación e Servicios, S.A. ("Hifer") Horizon Living Oporto, S.A. I´M MINING SGPS, SA I'M, SGPS, S.A. (anteriormente denominada MTO SGPS, S.A.) Icer – Indústria de Cerâmica, Lda. ("Icer") Indaqua – Indústria e Gestão de Águas, S.A. ("Indaqua") Indaqua Fafe – Gestão de Águas de Fafe, S.A. ("Indaqua Fafe") Indaqua Feira - Indústria de Águas de Santa Maria da Feira, S.A. ("Indaqua Feira") Indaqua Matosinhos - Gestão Águas de Matosinhos, S.A. ("Indaqua Matosinhos") Indaqua Santo Tirso – Gestão de Águas de Santo Tirso, S.A. ("Indaqua St. Tirso") Indaqua Vila do Conde - Gestão de Águas de Vila do Conde S.A. ("Indaqua Conde") INVESPORT HOLDING, BV InvestAmbiente - Recolha de Resíduos e Gestão de Sistemas de Saneamento Básico, SA ("Investambiente") Jasz-Vasut, Kft ("Jasz-Vasut") Kiev Project1,LLC Kiev Project2,LLC Kilińskiego Project Development Sp. z o.o. Kordylewskiego Project Development Sp. z o.o. ("Kord") Kozielska Sp. z o.o. ("Kozielska") Kozielska, Sp Zoo Largo do Paço – Investimentos Turísticos e Imobiliários, Lda. ("Largo do Paço") Liscont - Operadores de Contentores, S.A. ("Liscont") Lisprojecto - Consultoria e Soluções Informáticas, S.A. ("Lisprojecto") Logz - Atlantic Hub, S.A. Lokemark - Soluções de Marketing ("Lokemark") LusoLisboa AE da Grande Lisboa, S.A. ("LusoLisboa") Lusoscut – Auto Estradas do Grande Porto, S.A. ("Lusoscut GP") Lusoscut – Auto-Estradas da Costa de Prata, S.A. ("Lusoscut CP") Lusoscut – Auto-Estradas das Beiras Litoral e Alta, S.A. ("Lusoscut BLA") M City Bialystok M City Legnica M City Siedem M City Szczecin M City Szesc Mamaia Investments, Srl Manvia - Manutenção e Exploração de Instalações e Construção, S.A. ("Manvia") Maprel - Nelas, Indústria de Pré- Fabricados, S.A. ("Maprel Nelas") M-E Kruszywa S.A. ("ME-Kruszywa") MEGAJOULE Lda MEIC - Mota-Engil Ireland Construction Limited ("MEIC") ME-Investitii AV s.r.l. ("ME-Investitii") MEITS, Mota-Engil Imobiliário e Turismo, S.A. ("MEIT") MESP- Mota Engil , Serviços Partilhados, Administrativos e de Gestão, S.A. ("MESP") Metroepszolg, RT ("Metroepszolg") MI 2 Sp Zoo MI 2 Spółka z ograniczoną odpowiedzialnością ("MI-2") Mil e Sessenta – Sociedade Imobiliária, Lda. ("Mil e Sessenta") M-Invest Barrandov, a.s. ("Barrandov") M-Invest Bohdalec, A.S. ("Bohdalec") M-Invest Devonska, s.r.o. ("M-Invest Devonska") M-Invest Jihlavska, A.S. ("Jihlavska") M-Invest Polska, Sp. z.o.o. ("M-Invest Polska") M-Invest Portugalia, s.r.o. ("M-Invest Portugalia") M-Invest Slovakia Mierova, s.r.o. ("Mierova") M-Invest Slovakia Trnavska, s.r.o. ("Trnavska") M-Invest Slovakia, s.r.o. ("M-Invest Slovakia") M-Invest, sro ("M-Invest") MKContructors, LLC ("MKC") Moravské Pozemní Stavby, s.r.o. ("MPS")

Mota Engil Irish Services Ltd Mota Engil, SGPS, S.A., sociedade aberta (" Mota Engil SGPS") Mota Internacional – Comércio e Consultadoria Económica, Lda ("Mota Internacional") Motadómus - Sociedade Imobiliária, Lda. ("Motadómus") Mota-Engil Concessões de Transportes, SGPS, S.A. ("MECT") Mota-Engil Engenharia e Construção, S.A. ("Mota-Engil Engenharia") Mota-Engil II, Gestão, Ambiente, Energia e Concessões de Serviços, S.A. ("MEASII") Mota-Engil Magyarorszag, Rt ("Mota-Engil Magyarorszag") Mota-Engil Pavimentações, S.A. ("ME-Pavimentações") Mota-Engil Polska, S.A. ("Mota-Engil Polska") Mota-Engil Real Estate Hungary ("Merehun") Mota-Engil S.Tomé e Principe ("ME S.Tomé") Mota-Engil Slovakia, a. s. ("Mota-Engil Eslováquia") Mota-Engil Srodowisko, Sp. z.o.o. ("MES") Mota-Engil, Ambiente e Serviços, SGPS, S.A. ("Mota-Engil Ambiente e Serviços") Mota-Engil, Tecnologias de Informação, S.A. ("METI") MTO GmbH Multiterminal - Soc. De Estiva e tráfego, S.A. ("Multiterminal") Nana Fundulea Project Develo, BV Norcargas - Cargas e Descargas, Lda. ("Norcargas") Nortedómus, Lda. ("Nortedómus") Nova Beira - Gestão de Resíduos, SA ("Nova Beira") Novaflex - Técnicas do Ambiente, SA ("Novaflex") Obol Invest Kft Öböl XI Kft. Operadora Douro Interior - Operação e Manutenção Rodoviária, SA Operadora GL - Op. e Manut. de Auto-Estradas, SA ("Operadora LusoLisboa") Operadora Lusoscut CP – Operação e Manutenção de Auto Estradas, S.A. ("Operadora Lusoscut CP") Operadora Lusoscut BLA – Operação e Manutenção de Auto Estradas, S.A. ("Operadora Lusoscut BLA") Operadora Lusoscut GP – Operação e Manutenção de Auto Estradas, S.A. ("Operadora Lusoscut GP") Operanor – Operação e Manutenção de Auto Estradas, S.A. ("Operanor") Operport - Sociedade Portuguesa de Operadores Portuários, Lda. ("Operport") Parquegil - Planeamento e Gestão de Estacionamento, S.A. ("Parquegil") Piastowska Project Development Sp. z o.o. ("Piastowska") Planinova – Sociedade Imobiliária, S.A. ("Planinova") Plaza Center I Porthold Project Dev, BV Prefal – Préfabricados de Luanda, Lda. ("Prefal") Probigalp Ligantes Betuminosos, S.A. ("Progalp") Promo Jeden Promodois, S.A. Promodoze, Lda. Promojoden, SA Promoquinze S.A. Promovinte, S.A. Qualibetão – Comercialização de Betões, Lda.("Qualibetão") Quartzolita, Lda Real Verde - Técnicas de Ambiente, SA ("Real Verde") Realmota, sro ("Realmota") Relevente Função - Gestão e Valorização Resíduos, Lda Rentaco - Equipamentos de Construção, Transportes, Combustíveis e Serviços, Sociedade Unipessoal, Lda. ("Rentaco") Rentaco Angola ("Rentaco Angola") Resiges - Gestão de Resíduos Hospitalares, Lda. ("Resiges") Resilei – Tratamento de Resíduos Industriais, Lda ("Resilei") Rima – Resíduos Industriais e Meio Ambiente, S.A. ("Rima") RO SUD, S.R.L. RTA - Rio Tâmega, Turismo e Recreio, S.A. ("RTA") Sadomar - Ag. de Naveg. e Trânsitos, S.A. ("Sadomar") Sadoport - Terminal Marítimo do Sado, S.A. ("Sadoport") Sealine - Navegação e Afretamentos ("Sealine") Sedengil – Sociedade Imobiliária, Lda. ("Sedengil") Sefimota, AS ("Sefimota") SGA – Sociedade do Golfe de Amarante, S.A. ("SGA") SIGA - Serviço Integrado Gestão Ambiental ("Siga") SLPP - Serviços Logísticos de Portos Portugueses, S.A. ("SLPP") Socarpor - Soc. Cargas Port. (Aveiro), S.A. ("Socarpor Aveiro") Socarpor - Soc. Gestora de Participações Sociais (Douro e Leixões), S.A. ("Socarpor SGPSD/L") Sołtysowska Project Development Sp. z o.o. ("Soltysowska") Sonauta-Sociedade de Navegação, Lda. ("Sonauta") Soprocil – Sociedade de Projectos e Construções Civis, S.A. ("Soprocil") SOSEL, S.A. Sotagus - Terminal de Contentores de Santa Apolónia, S.A. ("Sotagus")

SRI - Gestão de Resíduos, Lda SUMA – Serviços Urbanos Meio Ambiente, S.A. ("SUMA") SUMA (Douro) Serviços Urbanos e Meio Ambiente, Lda. ("SUMA Douro") SUMA (Esposende) Serviços Urbanos, Lda. ("SUMA Esposende") SUMA (Matosinhos) Serviços Urbanos, S.A. "Suma Matosinhos" SUMA (Porto) - Serviços Urbanos e Meio Ambiente, S.A. Tabella Holding, BV ("Tabella") Takargo-Trasporte de Mercadorias, S.A. TCL - Terminal de Contentores de Leixões, S.A. ("TCL") Tecnocarril – Sociedade de Serviços Industriais e Ferroviários, Lda. ("Tecnocarril") TEN - Tráfego e Estiva do Norte, SA ("TEN") Ternor - Sociedade de Exploração de Terminais, S.A. ("Ternor") Tersado - Terminais Portuários do Sado, S.A. ("Tersado") Tertir - Concessões Portuárias, SGPS, SA ("Tertir SGPS") Tertir - Terminais de Portugal, S.A. ("Tertir") Tetenyi Project Development ("Tetenyi") Timoz - Transformadora Industrial de Mármores de Estremoz, Lda ("Timoz") Tracevia – Sinalização Segurança e Gestão de Tráfego, Lda. ("Tracevia") Tracevia Angola ("Tracevia Angola") Transitex - Trânsitos Extremadura, SL ("Transitex") Transitiber - Logística e Transporte Internacional, S.A. ("Transitiber") Translei, S.A. ("Translei") Tratofoz- Sociedade de Tratamento de Resíduos, S.A.("Tratofoz") Traversofer Industrie et Services Ferroviaires SARL ("Traversofer") Triu - Tecnicas de Resíduos Industriais e Urbanos, S.A. ("Triu") TTRM, Transferência e Triagem de Resíduos da Madeira ACE ("TTRM") Turalgo-Sociedade de Promoção Imobiliária e Turística do Algarve, S.A. ("Turalgo") VBT - Projectos e Obras de Arquitectura Paisagística, Lda Vibeiras – Sociedade Comercial de Plantas, S.A. ("Vibeiras") Vortal – Comércio Electrónico, Consultadoria e Multimédia, S.A. ("Vortal") Wideland Vision Lda Wilenska Project Development Sp. z.o.o. ("Wilenska")

24. JOINTLY CONTROLLED COMPANIES

At 30 June 2009 and 31 December 2008, jointly controlled companies contribution to the Group's consolidated financial statements, before intragroup eliminations, is as follows:

30 June
2009
31 December
2008
Current assets 32,237,822 14,818,498
Non-current assets 37,150,534 21,779,707
Current liabilities 38,456,448 11,143,427
Non-current liabilities 26,662,399 23,202,208
st Half 2009
1
st Half 2008
1
Total revenues 20,186,852 2,161,341
Total costs 22,320,231 2,399,998
Contribution to the earnings of the period (2,413,776) (177,905)

The changes in the captions identified above at 30 June 2009 related to the change in consolidation method of Repower Portugal and Ventipower are: (i) increase of the contribution to current assets and non-current assets amounting to 17,876,531 Euros and 7,247,961 Euros, respectively; (ii) increase of the contribution to current liabilities and non-current liabilities amounting to 13,221,378 Euros and 7,105,278 Euros, respectively; (iii) increase in the contribution to total revenues and total costs of 17,706,355 Euros and 16,215,822 Euros, respectively; and (iv) increase in the contribution to the earnings of the period of 1,273,934 Euros.

There are no jointly controlled companies in the business unit held for sale as of 30 June 2009.

25. SUBSEQUENT EVENTS

No subsequent relevant events have occurred between the balance sheet date and the approval of these financial statements.

26. CASH FLOW STATEMENTS NOTES

Cash receipts related to financial investments in the 6 month period ended 30 June 2009 correspond, essentially, to the sale of Group's position in shares of Repower Systems AG that was completed in the second quarter of the year.

Cash payments related to financial investments in the 6 month period ended 30 June 2009 correspond to acquisitions of associate companies identified in Note 11.

27. APPROVAL OF THE FINANCIAL STATEMENTS

These financial statements were approved by the Board of Directors on 27 August 2009.

28. EXPLANATION ADDED FOR TRANSLATION OF THE FINANCIAL STATEMENTS

These financial statements are a translation of the consolidated financial statements originally issued in Portuguese in accordance with the International Financial Reporting Standards as adopted by European Union. In the event of discrepancies, the Portuguese version prevails.

__________________________________ __________________________________

Oliveira de Frades, 27 August 2009

Chief Accountant Board of Directors

Lourenço Santos Matos Carlos Manuel Marques Martins

__________________________________ Jorge Alberto Marques Martins

__________________________________ António Manuel Serrano Pontes

__________________________________ José Manuel de Almeida Rodrigues

__________________________________

Mário Jorge Henriques Couto

__________________________________ Jorge Paulo Sacadura Almeida Coelho

__________________________________ Eduardo Jorge de Almeida Rocha

Luís Valadares Tavares

__________________________________ Jorge Bento Ribeiro Barbosa Farinha

__________________________________