Martifer — Interim / Quarterly Report 2014

Nov 28, 2014

9M2014 REPORT

TABLE OF CONTENTS

MANAGEMENT REPORT	03
01 MARTIFER GROUP	05
Highlights	06
Key Financial Indicators	06
Main Events	07
02 FINANCIAL PERFORMANCE	11
Introductory Note	12
Result Analysis	12
Total Revenues	12
EBITDA	13
Capex	14
Capital Structure Analysis	14
03 ANALYSIS BY SEGMENT	17
Metallic Constructions	18
RE Developer	19
04 MARTIFER SHARE PERFORMANCE	21
INTERIM CONSOLIDATED FINANCIAL INFORMATION	25
05 INTERIM CONSOLIDATED FINANCIAL STATEMENTS	27

06 | NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS 33

01 Martifer Group

01 | MARTIFER GROUP

HIGHLIGHTS

Total Revenues in 9M14 was 158 M€

Growth on operational performance, reflected on the 35 % increase in EBITDA (on a comparable basis) to 8.5 M€

Consolidated EBITDA Margin of 5 % in 9M14, comparing with 3 % in 9M13, +2.7 p.p. (on a comparable basis)

Net Profit of the continued operations strongly influenced by the reinforcement of provisions and impairment losses as well as financial expenses of 49.6 M€

Consolidated Net Profit attributable to shareholders of -60.3 M€, influenced by the net profit of discontinued operations of -13.4 M€

Consolidated Net Debt reduction to 296 M€, a 39 M€ decrease compared with 2013

MAIN FINANCIAL INDICATORS

M€	sep-14	sep-13	Var. (%)
Revenues	158.2	234.0	-32%
EBITDA	8.5	6.3	35%
EBITDA Margin	5%	3%	2.7 pp
EBIT	-35.1	-25.6	-37%
EBIT Margin	-22%	-11%	-11.2 pp
Financial Results	-17.1	-19.4	12%
Profit before taxes	-52.1	-45.0	-16%
Profit after taxes on continued operations	-54.4	-50.2	-8%
Discontinued operations' Result	-24.6	1.5	n.m.
Net Profit	-79.0	-48.7	-62%
Attributable to non-controlling interests	-18.7	1.5	n.m.
Attributable to shareholders	-60.3	-50.2	-20%

JANUARY 2014

West Sea signs contract for the Sub-concession of Estaleiros Navais de Viana do Castelo

Following an international public tender, Martifer Energy Systems and Navalria, subsidiaries of the Martifer Group, were awarded with the sub-concession for "private use of public domain and of the areas allocated to the dominial concession" attributed to the company Estaleiros Navais de Viana do Castelo (ENVC).

Martifer Group, via its new subsidiary West Sea – Estaleiros Navais, Lda., aims to develop its activity in the national and international markets and implement, in the areas included in the ENVC sub-concession, a shipbuilding and repair project, which is expected to create 400 new work places throughout the next three years. With this sub-concession, Martifer Group increases its capacity for the shipbuilding and repair. The contract was signed in January 2014.

Martifer Solar USA INC and Martifer Aurora LLC begin the voluntary process for Chapter 11

On 21 January 2014 the affiliates Martifer Solar USA INC and Martifer Aurora Solar LLC started voluntary restructuring processes under Chapter 11 (US Bankruptcy Code).

FEBRUARY 2014

Martifer Renewables concludes the sale of Rosa dos Ventos

On 27 of February, Martifer Renewables has concluded, through its subsidiary Martifer Renováveis Geração de Energia e Participações, S.A., controlled at 55%, the sale of 100% shares in the company Rosa dos Ventos Geração e Comercialização de Energia, by the \$R70.3m total amount to the Brazilian company CPFL. Rosa dos Ventos Geração e Comercialização de Energia SA owns the wind farm with 14.7 MW of energy capacity. The sale agreement by both entities has been established on 18 June 2013.

MARCH 2014

Martifer concludes two new ships for Douro Azul

Navalria, Martifer's subsidiary, concluded, in March, the construction of the two hotel ships Viking Hemming and Viking Torgil, for the company Douro Azul.

The ships, which will operate cruises in the Douro River, were built in one year and have a distinctive feature: a round shaped bow that allows the creation of an exterior deck with capacity for 42 passengers.

Martifer Metallic Constructions restructures debt

Martifer Metallic Constructions completed the conversion of part of its debt from short term to medium and long term.

APRIL 2014

Martifer Metallic Constructions increases equity

Martifer Metallic Constructions increased, via Martifer SGPS' main shareholders, its equity in around 28 million euros.

Martifer Solar and Adenium Energy Capital awarded PPA for 10 MW PV plant in Jordan

Martifer Solar and Adenium Energy Capital were awarded a Power Purchase Agreement (PPA) with the national utility of Jordan, NEPCO (National Electric Power Company) for a 10 MW AC solar PV plant.

Martifer Solar has been selected as the lead developer and will provide engineering, procurement and construction (EPC) services. Following the connection of the plant, Martifer Solar will be responsible for the related operations and maintenance (O&M) service.

The project will be developed with Adenium Energy, which will finance it in around USD\$ 26 million.

Martifer Solar concludes the construction of a 78.4 MW PV portfolio for Lightsource Renewable Energy in the UK

Martifer Solar concluded a 78.4 MW portfolio of photovoltaic plants in the United Kingdom. The utility-scale combined capacity consists of five plants, which are located in the counties of Cambridgeshire, Devon, Nottingham and Swindon, and was built for Lightsource Renewable Energy.

Martifer SGPS, S.A. Annual General Meeting

On 28 April 2014, Martifer SGPS, S.A. Annual meeting took place, with a participation of 79.85 % of its total share capital, having all the proposals in the Agenda present in the Call Notice been approved by unanimity.

MAY 2014

WEST SEA takes possession of the Establishment of the Sub-concession

On 2 May 2014, the company West Sea - Estaleiros Navais, Lda, a part of the Martifer Group, took possession of the Subconcession, following the "Sub-concession for private use of public domain and of the areas allocated to the dominial concession" attributed to the company Estaleiros Navais de Viana do Castelo (ENVC).

JUNE 2014

Martifer Renewables signs conditional sale agreement of the Gizalki wind farm to the Ikea Group

A conditional sale agreement was celebrated, in which the IKEA Group will finance the development of the Gizalki wind farm (36 MW), in Poland, which is ready to build. The sale of the Gizalki project will only be concluded after its construction and connection to the grid. The sale of these assets is included in the asset rotation policy, implemented by Martifer Renewables' management team, RE Developer business area of the Martifer Group.

JULY 2014

Most of assets of Martifer Solar USA INC sold to BayWa

On 1st July, the development of the Chapter 11 process, initiated by Martifer Solar USA INC in January, led to the court of Nevada to approve the sale of most assets of Martifer Solar USA, Inc. to the proponent BayWa by 7.6 million USD. The result of the sale is framed with the book value of assets.

Martifer Solar prevails with 8 MW PV plant in Ukraine

Martifer Solar concluded a new 8 MW PV plant, named Shargorod, in the Vinnytsia region, in Ukraine.

Ventinveste SA signs deal with Ferrostaal GmbH

In July 2014, the company Âncora Wind – Energia Eólica, S.A., aimed to establish the partnership between Ventinveste, S.A. and Ferrostaal, GmbH for the development of wind projects with a total of 171 MW, included in the Ventinveste Consortium. The construction should begin after the financial closing, which is expected by the end of 2014.

AUGUST 2014

Martifer SGPS agrees the transfer of its shareholding held in Nutre SGPS

Martifer SGPS has decided, during the first semester of 2014, to sell the participation held in Nutre SGPS, SA. During the 3rd quarter of 2014, following a proposal of investment presented by Orchadia, S.A. group, it was agreed the transference of the shares held in Nutre SGPS, SA. The transfer is still subject to the accomplishment of several conditions (including, amongst others, decisions of Public and Governmental Authorities). The amount of the transfer is in line with the value of the financial investment.

SEPTEMBER 2014

Martifer SGPS decides to focus the Group's activity in metallic construction (Steel structures, Aluminium and glass façades, Oil & Gas infrastructures and Naval Industry)

Martifer SGPS decided in September, to focus the Group's activity in Metallic construction (Steel structures, Aluminium and glass façades, Oil & Gas infrastructures and Naval Industry) and fulfil the active sale plan of its 55 % share on Martifer Solar. As the sale is highly likely, Martifer Solar's assets and liabilities were classified as "non current assets held for sale" and "liabilities associated to non current assets held for sale", respectively, being Martifer Solar Net Profit presented as "discontinued operations' result".

02 Financial Performance

02 | FINANCIAL PERFORMANCE

INTRODUCTORY NOTE

In September 2014, the Group started to classify the solar business unit (composed by Martifer Solar, SA and its subsidiaries) as a non current asset held for sale. This change resulted from the fact that it is currently in process a sale plan for Martifer SGPS's economic interest (currently 55 %) on Martifer Solar.

Since the requirements of IFRS 5 were fulfilled, the contribution to Martifer's consolidated results, coming from this segment, is presented in an autonomous line in the Consolidated P&L and the values YoY were adjusted to allow comparison. The contribution of assets and liabilities of the operational unit classified as held for sale are also presented in separated lines from the Group's remaining consolidated assets and liabilities on 30 September 2014.

The breakdown of these contributions is included in the Notes to Interim Consolidated Financial Statements (Note 20).

RESULTS ANALYSIS

M€	Sep-14	Sep-13	Var. (%)
Revenues	158.2	234.0	-32%
EBITDA	8.5	6.3	35%
EBITDA Margin	5%	3%	2.7 pp
Depreciation & Amortization	-11.0	-10.6	-4%
Provisions & Impairment Losses	-32.5	-21.3	-53%
EBIT	-35.1	-25.6	-37%
EBIT margin	-22%	-11%	-11.2 pp
Financial Results	-17.1	-19.4	12%
Profit before taxes	-52.1	-45.0	-16%
Income tax	-2.3	-5.2	57%
Profit after taxes on continued operations	-54.4	-50.2	-8%
Discontinued operations' Result	-24.6	1.5	n.m.
Attributable to non-controlling interests	-11.1	2.1	n.m.
Attributable to shareholders	-13.4	-0.6	<-100%
Net Profit	-79.0	-48.7	-62%
Attributable to non-controlling interests	-18.7	1.5	n.m.
Attributable to shareholders	-60.3	-50.2	-20%
Earnings per share €	-0.616	-0.513	-20%

TOTAL REVENUES

In the 9M14, total Revenues reached 158 million euros (234 million euros in the 9M13, on a comparable basis), being 136 million euros regarding the Metallic Construction segment and 22 million euros from the RE Developer segment.

		sep-14	sep-13
REVENUES	M€	WEIGHT	M€	WEIGHT	VAR. (%)
Martifer Consolidated	158		234		-32%
Metallic Construction	136	86%	208	89%	-34%
RE Developer	22	14%	27	12%	-21%
Others, Holding and Adjust.	-	0%	-1	0%	n.m.

Geographic breakdown of the Group's Revenues is shown on the chart below:

EBITDA

In the 9M14, EBITDA shows a 35 % increase YoY (on a comparable basis) with the EBITDA margin on 5 % (3 % YoY). The negative EBITDA in the metallic construction segment (-3 million euros) is compensated by the positive EBITDA of the RE Developer segment (12 million euros).

	sep-14		sep-13
EBITDA	€M	MARG.	M€	MARG.	VAR. (%)
Martifer Consolidated	8.5	5%	6.3	3%	35%
Metallic Construction	-3.2	-2%	-13.8	-7%	77%
RE Developer	11.8	55%	21.3	78%	-45%
Others, Holding and Adjust.	0.0		-1.2		96%

CAPEX

The amount of investment in fixed assets in the 9M14 was 12 million euros, mainly resulting from the investment in the Metallic construction segment (10 million euros).

CAPEX 2007 – 9M2014 (M€)

CAPITAL STRUCTURE ANALYSIS

€M	set-14	dez-13	VAR. %
Fixed Assets (including Goodwill)	197.3	230.0	-14%
Other non current assets	72.8	164.9	-56%
Inventory and Receivables	216.2	322.9	-33%
Cash and cash equivalents	21.3	39.2	-46%
Assets held for sale	210.6	30.8	>100%
Total Assets	718.2	787.8	-9%
Shareholders Equity	74.0	100.0	-26%
Non-controlling interests	-18.8	36.8	-91%
Non-controlling interests related with assets held for sale	22.1	2.9	>100%
Total Equity	77.3	139.7	-45%
Non-current debt and leasings	216.8	236.8	-8%
Other non-current liabilities	51.1	37.5	36%
Current debt and leasings	100.7	138.1	-27%
Other current liabilities	139.9	224.5	-38%
Liabilities related with Assets held for sale	132.5	11.2	>100%
Total Liabilities	640.9	648.1	-1%

Total assets reached 718 million euros (788 million euros on 31 December 2013), with the non-current assets totalling 270 million euros.

Equity on 30 September 2014 totalled 77 million euros, which compares with 140 million euros on 31 December 2013. The decrease results mainly from the net profit of the period, partially compensated by the equity increase in Martifer Metallic Constructions.

NET DEBT

The Group's Consolidated Net Debt (Borrowings + Financial Leases (+/-) Derivatives – Cash and Cash Equivalents) reached, on 30 September 2014, 296 million euros, showing a 39 million euros decrease when compared to the end of the year 2013.

The breakdown by segment is shown on the chart below:

The Group continues focused on reducing net debt through the sale of non core assets.

TREND OF CONSOLIDATED NET DEBT (2008 – 9M2014) - M€

03 Analysis by Segment

03 | ANALYSIS BY SEGMENT

METALLIC CONSTRUCTION

ACTIVITY

The order book at the end of the 9 months totalled 241 million euros and is spread throughout several countries in different geographical regions.

ORDER BOOK BY GEOGRAPHY

	sep-14		dec-13
Geography	Value (M€)	%	Value (M€)	%
Western Europe	132	55%	111	37%
Africa	63	26%	90	30%
Eastern Europe and Middle East	23	10%	51	17%
Latin America	23	10%	45	15%
TOTAL	241	100%	297	100%

RESULTS

€M	set-14	set-13	VAR. %
Revenues	136.4	207.7	-34%
EBITDA	-3.2	-13.8	77%
EBITDA Margin	-2%	-7%	4.3 pp
Depreciation & Amortization	-5.1	-5.4	6%
Provisions & Impairment Losses	-31.4	-8.1	<-100%
EBIT	-39.7	-27.3	-45%
EBIT margin	-29%	-13%	-15.9 pp
Financial Results	-11.5	-11.8	3%
Profit before taxes	-51.2	-39.2	-31%
Income tax	-0.2	-4.4	96%
Net Profit	-51.3	-43.6	-18%
Attributable to non-controlling interests	0.4	0.1	>100%
Attributable to shareholders	-51.7	-43.7	-18%

Revenues in the Metallic Constructions area totalling 136 million euros (208 million euros in the 9M13) have been penalized by the delay in some projects, negatively affecting the performance in the period, namely in EBITDA which, nevertheless, presents a 77 % improvement regarding the 9M13, with the EBITDA Margin increasing 4 p.p. YoY.

Sales and services rendered continue focused in the external market.

EBITDA in the 9M14 was negative in just 3 million euros (14 million euros in the 9M13), showing an around 77 % improvement YoY.

Financial Results were negative in 12 million euros and provision and impairment losses totalling 31 million euros decisively contribute for the period net profit, which totalled -51 million euros (-44 million euros in the 9M13).

Net Financial Debt in the Metallic Construction area by the end of the 9M14 totalled 129 million euros (127 million euros at the end of 2013).

Total CAPEX in the 9M14 was around 10 million euros, corresponding, mainly, to the investment being made by this segment in Brazil.

RE DEVELOPER

ACTIVITY

Martifer Renewables has currently 80 MW of wind farms in operation, from which 49 MW with contribution to revenues. The revenues from the wind farms in Portugal, with a 31 MW capacity, by being held at 50 %, contribute to the results through equity method.

RESULTS

€M	set-14	set-13	VAR.%
Revenues	21.6	27.2	-21%
EBITDA	11.8	21.3	-45%
EBITDA Margin	55%	78%	-23.9 pp
Depreciation & Amortization	-4.9	-3.9	-26%
Provisions & Impairment Losses	-1.1	-13.2	92%
EBIT	5.8	4.3	35%
EBIT margin	27%	16%	11 pp
Financial Results	0.8	-1.2	n.m.
Profit before taxes	6.6	3.1	>100%
Income tax	-2.1	-0.8	<-100%
Net Profit	4.5	2.2	>100%
Attributable to non-controlling interests	3.1	0.0	n.m.
Attributable to shareholders	1.5	2.3	-36%

Total Revenues of the RE Developer in the 9M14 reached 22 million euros (27 million euros in the 9M13), influenced not only by the wind farms and solar parks in operation in the period, totalling 49 MW, but also by the sale of wind farms in Brazil.

EBITDA reached 12 million euros in the 9M14 (21 million euros YoY).

Net Profit at the end of 9M14 was positive in 4.5 million euros. In the 9M13, Martifer Renewables had registered a Net Profit of around 2 million euros.

Net debt at the end of the 9M14 reached 22 million euros, showing a 9 million euros increase when compared with the end of 2013 (13 million euros).

04 Share Price Performance

04 | SHARE PRICE PERFORMANCE

SHARE PRICE TREND

Source: Reuters

TRADED VOLUME ('000 shares)

Source: Reuters

At the end of the 9M14, Martifer shares dropped around 45 % with the PSI-20, Euronext Lisbon's main index, decreasing around 13 %, when compared with the end of 2013. Martifer's share price closed the 9M14 at 0,38 €/share. The maximum price achieved was 1,20 €/ share and minimum 0,37 €/share.

The average volume of stocks traded daily during the 9M14 was 62 645 shares (33 610 YoY).

Martifer's market value at 30 September 2014 was 38 million euros.

Oliveira de Frades, 3 November 2014

The Board of Directors,

Carlos Manuel Marques Martins (Chairman of the Board of Directors) Jorge Alberto Marques Martins (Vice-Chairman of the Board of Directors)

Mário Rui Rodrigues Matias (Member of the Board of Directors) Luís Filipe Cardoso da Silva (Member of the Board of Directors)

Arnaldo José Nunes da Costa Figueiredo (Member of the Board of Directors)

Jorge Bento Ribeiro Barbosa Farinha (Member of the Board of Directors)

Luís Valadares Tavares (Member of the Board of Directors)

INTERIM CONSOLIDATED FINANCIAL INFORMATION

05 INTERIM CONSOLIDATED FINANCIAL STATEMENTS

05 | INTERIM CONSOLIDATED FINANCIAL STATEMENTS

CONSOLIDATED INCOME STATEMENTS FOR THE 9 MONTH PERIODS ENDED 30 SEPTEMBER OF 2014 AND 2013

(amounts expressed in Euro)

(Translation of consolidated financial statements originally issued in Portuguese - note 31)

	NOTES	9M' 2014 (NON AUDITED)	9M' 2013 PRO-FORMA (NON AUDITED) 1)	9M' 2013 (NON AUDITED)	3rd QUARTER 2014 ADJUSTED (NON AUDITED)	3rd QUARTER 2013 ADJUSTED (NON AUDITED)
Sales and services rendered	3 e 4	134,057,945	206,626,101	416,459,259	42,862,227	288,777,929
Other income	5	24,181,515	27,357,148	47,824,498	1,666,886	38,483,231
Cost of goods sold	6	(37,028,008)	(60,768,842)	(160,715,680)	(12,045,770)	(120,487,357)
Subcontractors	7	(24,484,436)	(51,167,749)	(111,123,713)	(6,161,627)	(74,171,180)
External supplies and services	8	(35,502,361)	(52,849,870)	(84,146,042)	(9,419,548)	(54,218,763)
Staff costs	9	(43,190,997)	(47,275,435)	(61,294,719)	(13,616,998)	(29,762,277)
Other operational gains and losses	10	(9,515,060)	(15,616,242)	(27,364,537)	(2,530,872)	(18,637,182)
		8,518,598	6,305,111	19,639,066	754,298	29,984,401
Amortizations	3	(11,049,660)	(10,605,304)	(12,882,777)	(3,555,447)	(5,685,878)
Provisions	11	(30,429,611)	(2,826,625)	(4,190,840)	(22,257,345)	(2,441,187)
Impairment losses	11	(2,107,546)	(18,478,809)	(18,478,809)	(1,505,151)	(830,623)
Operating income		(35,068,219)	(25,605,627)	(15,913,360)	(26,563,645)	21,026,713
Financial income	12	3,980,643	21,808,363	25,886,578	1,876,264	11,102,855
Financial expenses	12	(21,955,901)	(24,559,606)	(39,466,520)	(7,638,129)	(23,018,356)
Gains / (losses) on associate companies and joint arrangements	13	899,226	(16,644,759)	(16,431,710)	731,608	(6,473,878)
Profit before tax		(52,144,251)	(45,001,629)	(45,925,012)	(31,593,902)	2,637,334
Income tax	14	(2,261,838)	(5,244,430)	(2,808,392)	(310,013)	218,540
Profit after tax		(54,406,089)	(50,246,059)	(48,733,404)	(31,903,915)	2,855,874
Earnings of the disposal group classified as held for sale Attributable to:	20	(24,573,064)	1,512,655		(8,810,348)	(2,912,217)
non-controlling interests		(11,137,785)	2,121,447	-	(3,890,305)	(1,896,751)
owners of Martifer		(13,435,279)	(608,792)	-	(4,920,043)	(1,015,467)
Profit for the year		(78,979,153)	(48,733,404)	(48,733,404)	(40,714,263)	(56,344)
Attributable to:
non-controlling interests	21	(18,718,960)	1,468,117	1,468,120	(10,945,310)	(1,740)
owners of Martifer		(60,260,194)	(50,201,524)	(50,201,524)	(29,768,951)	(54,600)
Earnings per share:
Basic	15	(0.6163)	(0.5134)	(0.5134)	(0.3044)	(0.0006)
from continued operations		(0.4789)	(0.5072)	(0.5134)	(0.2541)	0.0098
from discontinued operations		(0.1374)	(0.0062)	-	(0.0503)	(0.0104)
Diluted	15	(0.6163)	(0.5134)	(0.5134)	(0.3044)	(0.0006)
from continued operations		(0.4789)	(0.5072)	(0.5134)	(0.2541)	0.0098
from discontinued operations		(0.1374)	(0.0062)	-	(0.0503)	(0.0104)

1) In September 2014, the Group started to classify the solar business unit (composed by Martifer Solar, SA and its subsidiaries) as a non current asset held for sale. Since the requirements of IFRS 5 were fulfilled, the contribution to Martifer's consolidated results, coming from this segment, is presented in an autonomous line in the Consolidated P&L and the values YoY were adjusted to allow comparison. The detail of this contribution is presented in note 20.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE 9 MONTH PERIODS ENDED 30 SEPTEMBER OF 2014 E 2013

(amounts expressed in Euro)

(Translation of consolidated financial statements originally issued in Portuguese - note 31)

	9M' 2014 (NON AUDITED)	9M' 2013 PRO FORMA (NON AUDITED) 1)	9M' 2013 (NON AUDITED)	3rd QUARTER 2014 PRO FORMA (NON AUDITED)	3rd QUARTER 2013 PRO FORMA (NON AUDITED)
Profit for the year	(78,979,153)	(48,733,404)	(48,733,404)	(40,714,263)	(56,344)
Fair value of cash flow hedges (derivatives), net of tax	(434,146)	1,163,070	1,163,070	20,101	251,243
Exchange differences arising on (i) translating foreign operations; (ii) net investment in subsidiaries and (iii) goodwill	4,016,850	(4,426,586)	(4,426,586)	(1,083,443)	979,043
Income recognized directly in equity	3,582,704	(3,263,516)	(3,263,516)	(1,063,343)	1,230,285
Total comprehensive income for the period	(75,396,449)	(51,996,920)	(51,996,920)	(41,777,603)	1,173,945
Attributable to:
non-controlling interests	(18,148,591)	1,305,174	1,305,174	(11,487,936)	341,320
owners of Martifer	(57,247,859)	(53,302,094)	(53,302,094)	(30,289,668)	832,626
Total comprehensive income for the period
from continued operations	(49,763,663)	(53,414,949)	-	(30,983,051)	1,553,368
from discontinued operations	(25,632,786)	1,418,028	-	(10,794,552)	(379,422)

1) In September 2014, the Group started to classify the solar business unit (composed by Martifer Solar, SA and its subsidiaries) as a non current asset held for sale. Since the requirements of IFRS 5 were fulfilled, the contribution to Martifer's consolidated results, coming from this segment, is presented in an autonomous line in the Consolidated P&L and the values YoY were adjusted to allow comparison. The detail of this contribution is presented in note 20.

CONSOLIDATED STATEMENTS OF FINANCIAL POSITION AT 30 SEPTEMBER 2014 AND 31 DECEMBER 2013

(amounts expressed in Euro)

(Translation of consolidated financial statements originally issued in Portuguese - note 31)

	NOTES	30 SEPTEMBER 2014 (NON AUDITED)	31 DECEMBER 2013 (AUDITED)
ASSETS
Non-current assets
Goodwill		10,980,675	12,909,431
Intangible assets		4,767,086	7,503,472
Tangible assets		181,571,463	209,544,798
Investment property		16,221,074	16,195,865
Financial assets under the equity method	16	8,286,650	41,282,069
Available for sale investments	17	1,678,230	575,621
Other non-current receivables	18	39,786,740	92,479,001
Deferred tax assets		6,846,815	14,360,132
		270,138,733	394,850,389
Current assets
Inventories		18,334,623	26,515,807
Trade receivables	18	72,025,480	121,615,674
Other receivables	18	46,641,942	51,455,759
Income tax		252,410	1,779,777
Current tax assets		9,893,264	17,396,316
Other current assets	19	69,019,764	104,115,097
Cash and cash equivalents		21,281,278	38,843,709
Derivatives		-	388,468
Non current assets held for sale	20	210,609,055	30,812,048
		448,057,816	392,922,655
Total assets		718,196,549	787,773,044
EQUITY
Issued capital	21	50,000,000	50,000,000
Share premium		186,500,000	186,500,000
Treasury stock		(2,868,519)	(2,868,519)
Reserves		(99,411,536)	(64,654,736)
Profit for the year		(60,260,194)	(68,961,164)
Equity attributable to owners of Martifer		73,959,751	100,015,581
Non-controlling interests	21	(18,764,565)	36,784,990
Non-controlling interests attributable to non current assets held for sale	20	22,061,857	2,891,441
Total equity		77,257,043	139,692,012
LIABILITIES
Non-current liabilities
Borrowings	22	202,557,146	222,842,770
Obligation under finance leases		14,195,679	13,917,683
Other non-current liabilities	23	12,636,715	13,725,090
Provisions	24	37,475,856	22,326,882
Deferred tax liabilities		958,728	1,494,669
		267,824,124	274,307,094
Current liabilities
Borrowings	22	98,164,761	133,751,722
Obligation under finance leases		2,516,617	4,357,014
Trade payables	23	70,871,188	130,031,422
Other payables	23	23,451,773	28,851,369
Income tax		953,355	3,278,785
Current tax liabilities		10,300,794	15,325,642
Other current liabilities	25	34,061,664	46,827,457
Derivatives		257,921	164,254
Liabilities related with non current assets held for sale	20	132,537,308	11,186,273
		373,115,381	373,773,938
Total liabilities		640,939,505	648,081,032
Total equity and liabilities		718,196,549	787,773,044

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY FOR THE 9 MONTH PERIODS ENDED 30 SEPTEMBER OF 2014 AND 2013

(amounts expressed in Euro)

(Translation of consolidated financial statements originally issued in Portuguese - note 31)

	ISSUED CAPITAL	SHARE PREMIUM	TREASURY STOCK	FAIR VALUE RESERVES CASH FLOW HEDGE DERIVATIVES	FOREIGN CURRENCY TRANSLATION RESERVES	OTHER RESERVES	NET PROFIT OF THE YEAR	EQUITY ATTRIBUTABLE TO OWNERS OF THE PARENT	NON CONTROLLING INTERESTS	TOTAL EQUITY	ISSUED CAPITAL
Balance at 1 January 2013		50,000,000 186,500,000 (2,868,519)		(902,433)	(18,903,670)		- 18,306,920	(55,852,988)	176,279,310	50,975,912	227,255,223
Appropriation of the profit of 2012	-	-	-	-	-		- (55,852,988)	55,852,988	-	-	-
Comprehensive income for the year:
Profit for the year	-	-	-	-	-		- -	(50,201,524)	(50,201,524)	1,468,117	(48,733,404)
Exchange differences arising on (i) translating foreign operations and (ii) net investment in subsidiaries	-	-	-		(3,499,889)		- -	-	(3,499,889)	(208,081)	(3,707,969)
Exchange differences arising on goodwill	-	-	-		(709,257)		- -	-	(709,257)	(9,360)	(718,617)
Other changes in equity of subsidiaries	-	-	-	1,108,576			- -	-	1,108,576	54,494	1,163,070
Total comprehensive income for the year	-	-	-	1,108,576	(4,209,146)		- -	(50,201,524)	(53,302,094)		1,305,174 (51,996,920)
Other changes in equity of subsidiaries	-	-	-	-	-		- (193,839)	-	(193,839)	39,465	(154,374)
Changes in the consolidation perimeter	-	-	-	-	-		- (13,196)	-	(13,196)	(75,672)	(88,868)
Non-controlling interests transactions	-	-	-	-	-		(2,374,197)	-	(2,374,197)	745,119	(1,629,078)
Balance at 30 September 2013		50,000,000 186,500,000 (2,868,519)		206,143	(23,112,816)		- (40,127,300)	(50,201,524)	120,395,984	52,989,998	173,385,982
Balance at 1 January 2014		50,000,000 186,500,000 (2,868,519)		307,575	(21,990,557)		- (42,971,754)	(68,961,164)	100,015,581	39,676,431	139,692,012
Appropriation of the profit of 2013	-	-	-	-	-		- (68,961,164)	68,961,164)	-	-	-
Comprehensive income for the year:
Profit for the year	-	-	-	-	-		- -	(60,260,194)	(60,260,194)	(18,718,960)	(78,979,154)
Exchange differences arising on (i) translating foreign operations and (ii) net investment in subsidiaries	-	-	-	-	3,352,899		- -	-	3,352,899	629,412	3,982,311
Exchange differences arising on goodwill	-	-	-		18,997		- -	-	18,997	15,543	34,539
Other changes in equity of subsidiaries	-	-	-	(359,560)			- -	-	(359,560)	(74,586)	(434,146)
Total comprehensive income for the year	-	-	-	(359,560)	3,371,896		- -	(60,260,194)	(57,247,859)	(18,148,591)	(75,396,450)
Other changes in equity of subsidiaries	-	-	-	-	-		- (7,119,485)	-	(7,119,485)	(6,055,060)	(13,174,545)
Changes in the consolidation perimeter	-	-	-	-	-		- 1,304,927	-	1,304,927	(3,168,901)	(1,863,974)
Non-controlling interests transactions	-	-	-	-	-		- 37,006,587	-	37,006,587	(9,006,587)	28,000,000
Balance at 30 September 2014		50,000,000 186,500,000 (2,868,519)		(51,986)	(18,618,661)		- (80.740.889)	(60.260.194)	73,959,751	3,297,292	77,257,043

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE 9 MONTH PERIODS ENDED 30 SEPTEMBER OF 2014 AND 2013

(amounts expressed in Euro)

(Translation of consolidated financial statements originally issued in Portuguese - note 31)

	9M' 2014 (NON AUDITED)	9M' 2013 (NON AUDITED)
OPERATING ACTIVITIES
Receipts from customers	178,615,162	373,126,092
Payments to suppliers	(120,119,096)	(278,576,721)
Payments to employees	(42,097,360)	(55,747,753)
Cash generated from operations	16,398,706	38,801,618
Income tax paid	(2,267,903)	(711,178)
Other receipts/(payments) relating to operating activities	(23,761,036)	14,055,303
Cash generated from other operating activities	(26,028,939)	13,344,124
Net cash generated by operating activities from discontinued operations	2,359,878	(39,832,289)
Net cash generated by operating activities (1)	(7,270,355)	12,313,454
INVESTING ACTIVITIES
Receipts arising from:
Financial assets	22,363,122	7,587,349
Intangible assets	468,724	1,182,660
Tangible assets	9,047,955	117,942
Investment grants	140,902	4,952
Interest and similar income	85,206	2,323,723
Others	197,008	279,851
	32,302,918	11,496,477
Payments arising from:
Financial assets	-	(1,622,859)
Intangible assets	(110,334)	(1,403,314)
Tangible assets	(11,349,646)	(8,844,632)
Others	(184,374)	(354,765)
	(11,644,364)	(12,031,687)
Net cash generated by investing activities from discontinued operations	(1,479,220)	(215,011)
Net cash generated by investing activities (2)	19,179,334	(750,221)
FINANCING ACTIVITIES
Borrowings	277,060,440	501,752,518
Issue of equity shares, supplementary capital and share premiums	15,000,000	-
Others	51,264	1,612,806
	292,111,704	503,365,324
Payments arising from:
Borrowings	(278,536,094)	(485,375,411)
Leasings	(503,194)	(2,231,615)
Interest and similar costs	(15,463,946)	(16,372,975)
Reduction of capital and other reserves	(12,192,035)	-
Others	-	(1,600,548)
	(306,695,269)	(505,580,549)
Net cash generated by financing activities from discontinued operations	(2,845,121)	(16,040,360)
Net cash generated by financing activities (3)	(17,428,686)	(18,255,585)
Net increase in cash and cash equivalents (4)=(1)+(2)+(3)	(5,519,707)	(6,692,352)
Changes in the consolidation perimeter and others	(227,593)	(3,879,971)
Effect of foreign exchange currencies	1,331,586	(815,203)
Cash and cash equivalents at the beginning of the period	38,843,709	38,024,569
Cash and cash equivalents at the end of the period
from continuing operations	21,281,278	19,432,431
from discontinued operations	13,146,717	7,204,612

06 NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS

06 | NOTES TO INTERIM CONSOLIDATED 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 (Steel structures, Aluminium and glass façades, Oil & Gas infrastructures and Naval Industry) and the promotion and development of renewable energy projects (Note 3).

Martifer SGPS decided, in September, to focus the Group's activity in Metallic construction (Steel structures, Aluminium and glass façades, Oil & Gas infrastructures and Naval Industry) and fulfil the active sale plan of its 55 % share on Martifer Solar. As the sale is highly likely, Martifer Solar's assets and liabilities were classified as "non current assets held for sale" and "liabilities associated to non current assets held for sale", respectively, being Martifer Solar Net Profit presented as "discontinued operations' result" (Note 20).

Martifer SGPS was incorporated on 29 October 2004, its share capital having been realized through the delivery of shares, valued 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 of June 2007, after the initial public offering Martifer SGPS, S.A. shares have been listed on Euronext Lisbon.

At 30 September 2014, the Group has developed its activity in Portugal, Spain, Slovakia, Romania, Angola, Brazil, United States of America, Mozambique, Ireland, Bulgaria, Netherlands, France, Morocco, United Kingdom, Saudi Arabia, Germany, Malta and Algeria.

The accompanying notes were selected to help the understanding of the more significant changes in the financial position and the financial performance of the Group since the last annual reporting, dated of 31 December 2013.

All the amounts presented in these notes are expressed in Euros (rounded at unit), unless otherwise stated.

These consolidated financial statements are not audited.

1. SIGNIFICANT ACCOUNTING POLICIES

BASIS OF PREPARATION

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 2014. 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"), that have been endorsed by the European Union.

The interim consolidated financial report for the period ended at 30 September 2014 has been prepared in accordance with IAS 34 - 'Interim Financial Reporting' as adopted by the European Union.

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 financial instruments, which are stated at fair value.

The accounting policies adopted are consistent with those considered in the financial statements for the year ended as of 31 December 2013 and disclosed in the corresponding notes.

The following standards, interpretations, amendments and revisions endorsed by the European Union and with mandatory effects from 31 December 2013, have been adopted for the first time in the current year.

EFFECTIVE DATE

IAS 32 – Financial Instruments: Presentation	01-01-14
IAS 36 – Impairment of Assets	01-01-14
IAS 39 – Financial Instruments: Recognition and Measurement	01-01-14
Changes in IFRS 10, 11 and IAS 27: Investment Entities	01-01-14
IFRS 10 – Consolidated Financial Statements	01-01-14
IFRS 11 – Joint Arrangements	01-01-14
IFRS 12 – Disclosure of Interests in Other Entities	01-01-14
Changes in IFRS 10, 11 and IAS 27: Transition	01-01-14
IAS 27 – Consolidated and Separate Financial Statements	01-01-14
IAS 28 – Investments in Associates	01-01-14

The amendments or new International Financial Reporting Standards (IFRS) and/or Interpretations issued or entering into force during the period ended in 30 September 2014 had no significant impact on the Group's consolidated financial statements.

The consolidated financial statements were presented in Euros since this is the main currency of the Group's operations.

In the preparation of the consolidated financial statements, in accordance with the IAS/IFRS, the Group's Board of Directors adopted certain assumptions and estimations that affect the assets and liabilities reported, as well as the profits and losses incurred related to the reported periods. All the estimations and assumptions of the Board of Directors were performed taking into consideration the best knowledge available at the financial statements approval date of the events and the dealings in progress.

2. GROUP COMPANIES INCLUDED IN THE CONSOLIDATED FINANCIAL STATEMENTS

Group companies included in the consolidated financial statements, their consolidation methods, head offices and percentage of share capital held by the Group, at 30 September 2014 and 31 December 2013 are as follows:

COMPANIES CONSOLIDATED THROUGH THE FULL CONSOLIDATION METHOD

			PERCENTAGE OF SHARE CAPITAL HELD
COMPANY	HEAD OFFICE	DESIGNATION	DIRECTLY	INDIRECTLY	TOTAL	2013
Martifer SGPS, S.A.	Oliveira de Frades	Martifer SGPS	Holding
Martifer Inovação e Gestão, S.A.	Oliveira de Frades	Martifer Inovação	100.00%	-	100.00%	100.00%
Martifer Gestiune Si Servicii, S.R.L.	Bucharest	Martifer Inovação Roménia	100.00%	-	100.00%	100.00%
Martifer Metallic Constructions SGPS, S.A.	Oliveira de Frades	Martifer Metallic Constructions	75.00%	-	75.00%	100.00%
Martifer - Construções Metalomecânicas, S.A.	Oliveira de Frades	Martifer Construções	-	75.00%	75.00%	100.00%
Martifer Mota-Engil Coffey Construction Joint Venture Limited	Dublin	MMECC 1)	-	45.00%	45.00%	60.00%
Martifer – Construcciones Metálicas España, S.A.	Madrid	Martifer Espanha	-	75.00%	75.00%	100.00%
Martifer – Construções Metálicas Angola, S.A.	Luanda	Martifer Angola	-	59.06%	59.06%	78.75%
Martifer Construction Limited	Dublin	Martifer Irlanda	-	75.00%	75.00%	100.00%
Martifer Polska Sp. Zo.o.	Gliwice	Martifer Polska	-	75.00%	75.00%	100.00%
Martifer Constructions, SAS	Rungis	Martifer França	-	75.00%	75.00%	100.00%
Martifer Constructii SRL	Bucharest	Martifer Constructii	-	75.00%	75.00%	100.00%
Park Logistyczny Biskupice	Gliwice	Biskupice	-	75.00%	75.00%	100.00%
Martifer Konstrukcje Sp. Z o.o.	Gliwice	Martifer Konstrukcje	-	75.00%	75.00%	100.00%
Martifer Slovakia S.R.O.	Bratislava	Martifer Slovakia	-	75.00%	75.00%	100.00%
Sociedade de Madeiras do Vouga, S.A.	Albergaria-a-Velha	Madeiras do Vouga	-	75.00%	75.00%	100.00%
Martifer - Gestão de Investimentos, S.A.	Oliveira de Frades	MGI	-	75.00%	75.00%	100.00%
Nagatel Viseu, Promoção Imobiliária, S.A.	Oliveira de Frades	Nagatel Viseu	-	75.00%	75.00%	100.00%
Martifer Retail & Warehousing Angola, S.A.	Luanda	Martifer Retail Angola	-	75.00%	75.00%	100.00%

			PERCENTAGE OF SHARE CAPITAL HELD
COMPANY	HEAD OFFICE	DESIGNATION	DIRECTLY	INDIRECTLY	TOTAL	2013
Martifer Aluminium Pty, Ltd	Sidney	Sassall	-	75.00%	75.00%	100.00%
Martifer - Alumínios, S.A.	Oliveira de Frades	Martifer Alumínios	-	75.00%	75.00%	100.00%
Martifer Alumínios Angola, S.A.	Luanda	Martifer Alumínios Angola	-	75.00%	75.00%	100.00%
Martifer Aluminium Limited	Dublin	Martifer Aluminium Irlanda	-	75.00%	75.00%	100.00%
Martifer Aluminium UK Limited	London	Martifer Aluminium Reino Unido	-	75.00%	75.00%	100.00%
Martifer Aluminium SAS	Rungis	Martifer Aluminium França	-	75.00%	75.00%	100.00%
Martifer Alumínios Ltda	São Paulo	Martifer Alumínios Brasil	-	74.99%	74.99%	99.99%
Martifer UK Limited	London	Martifer UK	-	75.00%	75.00%	100.00%
MT Construction Maroc, S.A.R.L.	Tangier	Martifer Marrocos	-	75.00%	75.00%	100.00%
Martifer - Construções Metálicas, Ltda.	Fortaleza	Martifer Brasil	-	74.85%	74.85%	99.80%
Saudi Martifer Constructions LLC	Riyadh	Martifer Arábia Saudita	-	75.00%	75.00%	100.00%
Martifer Beteiligungsverwaltungs GmbH	Vienna	Martifer GmbH	100.00%	-	100.00%	100.00%
M City Gliwice Sp. Zo.o	Gliwice	M City Gliwice	-	75.00%	75.00%	100.00%
Martifer Energy Systems II, SGPS, S.A.	Oliveira de Frades	Martifer Energy Systems II	100.00%	-	100.00%	100.00%
Martifer Energia S.R.L.	Bucharest	Martifer Energia Roménia	-	100.00%	100.00%	100.00%
Martifer Energia LLC	Kiev	Martifer Energia Ucrânia	-	100.00%	100.00%	100.00%
Martifer Wind Energy Systems LLC	San Angelo TX	Martifer Wind USA	-	100.00%	100.00%	100.00%
Martifer Energy Systems PTY	Cape Town	Martifer Energia África do Sul	-	85.00%	85.00%	85.00%
Navalria – Docas, Construções e Reparações Navais, S.A.	Aveiro	Navalria	-	100.00%	100.00%	100.00%
Gebox, S.A.	Ílhavo	Gebox	-	100.00%	100.00%	100.00%
West Sea - Estaleiros Navais, Lda.	Oliveira de Frades	West Sea	-	100.00%	100.00%	100.00%
Martifer Global SGPS, S.A.	Oliveira de Frades	Martifer Global	100.00%	-	100.00%	100.00%
Martifer Construcciones Peru, S.A.	Lima	Martifer Peru	-	100.00%	100.00%	100.00%
Global Holding Limited	Zebbug	Global Holding Limited	-	100.00%	100.00%	100.00%
Global Engineering & Construction Limited	Zebbug	Global Engineering	-	100.00%	100.00%	100.00%
Martifer Solar SGPS, S.A.	Oliveira de Frades	Martifer Solar SGPS	100.00%	-	100.00%	100.00%
Martifer Solar, S.A.	Oliveira de Frades	Martifer Solar 4)	-	55.00%	55.00%	55.00%
Martifer Solar Sistemas Solares, S.A.	Madrid	Martifer Solar Sistemas Solares4)	-	55.00%	55.00%	55.00%
Solar Parks Construccion Parques Solares ETVE, S.A.	Madrid	Solar Parks4)	-	55.00%	55.00%	55.00%
Parque Solar Seseña III, S.L.	Madrid	Seseña III4)	-	55.00%	55.00%	55.00%
MTS Solar Sistemas Solares, S.A.	Mexico City	Martifer Solar México4)	-	54.45%	54.45%	54.45%
Martifer Solar Chile Holding, Lda	Santiago	Martifer Solar Chile4)	-	55.00%	55.00%	55.00%
Martifer Solar Chile Operaciones Limitada	Santiago	Solar Chile Operaciones4)	-	55.00%	55.00%	55.00%
Martifer Solar Sistemas Solares Equador S.A.	Sangolquí	Martifer Solar Equador4)	-	54.45%	54.45%	54.45%
Martifer Solar Servicios México	Mexico City	Martifer Solar Servicios	-	55.00%	55.00%	55.00%
		México4)
Martifer Solar S.R.L.	Milan	Martifer Solar Itália4)	-	55.00%	55.00%	55.00%
MTS1 S.R.L.	Siracusa	MTS14)	-	55.00%	55.00%	55.00%
MTS2 S.R.L.	Siracusa	MTS24)	-	55.00%	55.00%	55.00%
MTS3 S.R.L.	Siracusa	MTS34)	-	55.00%	55.00%	55.00%
Martifer Solar RO S.R.L.	Bucharest	Martifer Solar Roménia4)	-	55.00%	55.00%	55.00%
Martifer Solar Inc.	S. Francisco CA	Martifer Inc. 4)	-	55.00%	55.00%	55.00%
Martifer Solar USA, Inc.	Santa Monica CA	AEM 4)	-	54.61%	54.61%	54.61%
Martifer Aurora Solar, LLC	Santa Monica CA	Solar Aurora 1) 4)	-	54.07%	54.07%	54.07%
MT Silverado Fund I LLC	S. Francisco CA	Silverado 1) 4)	-	31.42%	31.42%	31.42%
Martifer Solar Finance LLC	S. Francisco CA	Martifer Solar Finance4)	-	55.00%	55.00%	55.00%
Martifer Solar Hellas, A.T.E.	Athens	PVI 1) 4)	-	39.13%	39.13%	39.13%
Martifer Solar Angola	Luanda	Martifer Solar Angola 1) 4)	-	41.25%	41.25%	41.25%
Martifer Solar N.V.	Deerlijk	Martifer Solar Bélgica4)	-	55.00%	55.00%	55.00%
Martifer Solar UK Limited	London	Martifer Solar UK4)	-	55.00%	55.00%	55.00%
Martifer Solar S.A.S. Martifer Solar CZ	Lyon Prague	Martifer Solar França4) Martifer Solar República	- -	55.00% 55.00%	55.00% 55.00%	55.00% 55.00%
Home Energy France SAS	Lyon	Checa4) Home Energy França 4)	-	55.00%	55.00%	55.00%

			PERCENTAGE OF SHARE CAPITAL HELD
COMPANY	HEAD OFFICE	DESIGNATION	DIRECTLY	INDIRECTLY	TOTAL	2013
MPrime Solar Solutions, S.A.	Oliveira de Frades	Mprime4)	-	55.00%	55.00%	55.00%
MPrime GMBH	Munich	MPrime GMBH4)	-	55.00%	55.00%	55.00%
Sol Cativante, Lda.	Sever do Vouga	Sol Cativante 4)	-	55.00%	55.00%	55.00%
Martifer Solar Investments, B.V.	Amsterdam	Martifer Solar Holanda4)	-	55.00%	55.00%	55.00%
Martifer Solar Canadá, Ltd.	Toronto	Martifer Solar Canadá4)	-	-	-	55.00%
MTS6 S.R.L.	Siracusa	MTS64)	-	55.00%	55.00%	55.00%
Martifer Solar SK s.r.o.	Dolny Kubin	Martifer Solar Eslováquia4)	-	55.00%	55.00%	55.00%
Ginosa Solar Farm, S.R.L.	Rome	Ginosa Solar Farm4)	-	55.00%	55.00%	55.00%
Solar Spritehood S.R.L	Rome	Solar Spritehood4)	-	55.00%	55.00%	55.00%
MTS7, S.R.L.	Rome	MTS74)	-	55.00%	55.00%	55.00%
Canopy - Naos	Paris	Canopy Naos4)	-	55.00%	55.00%	55.00%
Steadfast Fairview Solar, Ltd	Andover	Steadfast Fairview Solar4)	-	55.00%	55.00%	55.00%
Steadfast Molland Solar, Ltd	Andover	Steadfast Molland Solar4)	-	55.00%	55.00%	55.00%
Martifer Solar UA, LLC	Kyiv	Martifer Solar Ucrânia4)	-	55.00%	55.00%	55.00%
Inspira Martifer Solar Limited	Mumbai	Inspira Martifer Solar 1) 4)	-	28.05%	28.05%	28.05%
Societé Developpement Local SA	Dakar	Martifer Solar Senegal 1) 4)	-	28.05%	28.05%	28.05%
Martimak Solar	Besiktas	Martimak1) 4)	-	44.00%	44.00%	44.00%
Martiper Solar	Besiktas	Martiper1) 4)	-	44.00%	44.00%	44.00%
Martifer Solar Singapura PTE. LTD.	Singapore	Martifer Solar Singapura4)	-	55.00%	55.00%	55.00%
Martifer Solar Japan KK	Tokyo	Martifer Solar Japan4)	-	55.00%	55.00%	55.00%
EVIVA SOLAR 1 LTD	Athens	Eviva Solar 14)	-	54.90%	54.90%	54.90%
EVIVA SOLAR 2 LTD	Athens	Eviva Solar 24)	-	54.90%	54.90%	54.90%
MTS Francis Court Solar Limited	London	MTS Francis2) 4)	-	55.00%	55.00%	55.00%
MTS Spittleborough Solar Limited	London	MTS Spittleborough4)	-	-	-	55.00%
MTS Tonge Solar Limited	London	MTS Tonge4)	-	55.00%	55.00%	55.00%
MTS Rydon Solar Limited	London	MTS Rydon4)	-	55.00%	55.00%	55.00%
Martifer Solar MZ, S.A.	Maputo	Martifer Solar Moçambique 1) 4)	-	28.05%	28.05%	28.05%
Greencoverage Unipessoal, Lda.	Oliveira de Frades	Greencoverage4)	-	55.00%	55.00%	55.00%
Martifer Solar, Ltda	Pindamonhangaba	Martifer Solar Brasil4)	-	54.45%	54.45%	54.45%
Visiontera Unipessoal, Lda	Oliveira de Frades	Visiontera4)	-	55.00%	55.00%	55.00%
Inovsun, Lda.	Oliveira de Frades	Inovsun4)	-	55.00%	55.00%	55.00%
Martifer Solar Middle East	Dubai	Martifer Solar Middle East4)	-	55.00%	55.00%	55.00%
Belive in Bright Unipessoal, LDA.	Oliveira de Frades	Belive in Bright4)	-	55.00%	55.00%	55.00%
Montidílico Unipessoal, LDA.	Oliveira de Frades	Montidílico4)	-	-	-	55.00%
Martifer Renewables SGPS, S.A.	Oliveira de Frades	Martifer Renewables SGPS	100.00%	-	100.00%	100.00%
Martifer Renewables, S.A.	Oliveira de Frades	Martifer Renewables SA	-	100.00%	100.00%	100.00%
Martifer Renovables ETVE, S.A.U.	Madrid	Martifer Renovables	-	100.00%	100.00%	100.00%
Eurocab FV 1 S.L.	Madrid	Eurocab 1	-	100.00%	100.00%	100.00%
Eurocab FV 2 S.L.	Madrid	Eurocab 2	-	100.00%	100.00%	100.00%

Eurocab FV 1 S.L.	Madrid	Eurocab 1	-	100.00%	100.00%	100.00%
Eurocab FV 2 S.L.	Madrid	Eurocab 2	-	100.00%	100.00%	100.00%
Eurocab FV 3 S.L.	Madrid	Eurocab 3	-	100.00%	100.00%	100.00%
Eurocab FV 4 S.L.	Madrid	Eurocab 4	-	100.00%	100.00%	100.00%
Eurocab FV 5 S.L.	Madrid	Eurocab 5	-	100.00%	100.00%	100.00%
Eurocab FV 6 S.L.	Madrid	Eurocab 6	-	100.00%	100.00%	100.00%
Eurocab FV 7 S.L.	Madrid	Eurocab 7	-	100.00%	100.00%	100.00%
Eurocab FV 8 S.L.	Madrid	Eurocab 8	-	100.00%	100.00%	100.00%
Eurocab FV 9 S.L.	Madrid	Eurocab 9	-	100.00%	100.00%	100.00%
Eurocab FV 10 S.L.	Madrid	Eurocab 10	-	100.00%	100.00%	100.00%
Eurocab FV 11 S.L.	Madrid	Eurocab 11	-	100.00%	100.00%	100.00%
Eurocab FV 12 S.L.	Madrid	Eurocab 12	-	100.00%	100.00%	100.00%
Eurocab FV 13 S.L.	Madrid	Eurocab 13	-	100.00%	100.00%	100.00%
Eurocab FV 14 S.L.	Madrid	Eurocab 14	-	100.00%	100.00%	100.00%
Eurocab FV 15 S.L.	Madrid	Eurocab 15	-	100.00%	100.00%	100.00%
Eurocab FV 16 S.L.	Madrid	Eurocab 16	-	100.00%	100.00%	100.00%
Eurocab FV 17 S.L.	Madrid	Eurocab 17	-	100.00%	100.00%	100.00%
Eurocab FV 18 S.L.	Madrid	Eurocab 18	-	100.00%	100.00%	100.00%
Eurocab FV 19 S.L.	Madrid	Eurocab 19	-	100.00%	100.00%	100.00%

				PERCENTAGE OF SHARE CAPITAL HELD
COMPANY	HEAD OFFICE	DESIGNATION	DIRECTLY	INDIRECTLY	TOTAL	2013
Eviva Energy S.R.L.	Bucharest	Eviva Roménia	-	100.00%	100.00%	100.00%
Eviva Nalbant S.R.O.	Bucharest	Eviva Nalbant	-	100.00%	100.00%	100.00%
Eviva Agighiol S.R.L.	Bucharest	Eviva Agighiol	-	99.00%	99.00%	99.00%
Eviva Casimcea S.R.O.	Bucharest	Eviva Casimcea	-	99.00%	99.00%	99.00%
Premium Management Consulting, S.R.L.	Bucharest	Premium Management	-	85.00%	85.00%	85.00%
MW Topolog, S.R.L.	Bucharest	MW Topolog	-	99.00%	99.00%	99.00%
Martifer Renewables, S.A.	Gliwice	Eviva Polónia	-	100.00%	100.00%	100.00%
Martifer Renewables Pty, Ltd.	Sidney	Eviva Austrália	-	100.00%	100.00%	100.00%
Eviva Beteiligungsverwaltungs GmbH	Vienna	Eviva GmbH	-	100.00%	100.00%	100.00%
Eviva Hidro S.R.L.	Bucharest	Eviva Hidro	1.00%	99.00%	100.00%	100.00%
Martifer Deutschland GmbH	Berlin	Martifer Deutschland	-	100.00%	100.00%	100.00%
Wind Farm Odrzechowa Sp. Zo.o	Gliwice	Wind Odrzechowa	-	100.00%	100.00%	100.00%
Eviva Gizalki Sp. Zo.o	Miastko	Eviva Gizalki 5)	-	-	-	100.00%
Wind Farm Bukowsko Sp. Zo.o	Gliwice	Wind Farm Bukowsko	-	100.00%	100.00%	100.00%
Wind Farm Markowa Sp. Zo.o	Gliwice	Wind Farm Markowa	-	100.00%	100.00%	100.00%
Wind Farm Lada Sp. Zo.o	Gliwice	Wind Farm Lada	-	100.00%	100.00%	100.00%
Wind Farm Jawornik Sp. Zo.o	Gliwice	Wind Farm Jawornik	-	100.00%	100.00%	100.00%
Wind Farm Piersno Sp. Zo.o	Gliwice	Wind Farm Piersno	-	100.00%	100.00%	100.00%
Wind Farm Oborniki Sp. Zo.o	Gliwice	Wind Farm Oborniki	-	100.00%	100.00%	100.00%
Martifer Renewables Brazil B.V.	Amsterdam	Renewables Holanda	-	100.00%	100.00%	100.00%
Martifer Renewables Investments ETVE, S.A.	Madrid	Eurocab 21	-	100.00%	100.00%	100.00%
Martifer Renewables Italy BV	Amsterdam	Renewables Italy Holanda	-	100.00%	100.00%	100.00%
Martifer Renewables Brasil Participações LTDA	Fortaleza	Martifer Renewables Brasil	-	100.00%	100.00%	100.00%
Vesto EAD	Varna	Vesto	-	-	-	100.00%
DVP1 Limited	Varna	DVP1	-	-	-	100.00%
DVP2 Limited	Varna	DVP2	-	-	-	100.00%
Martifer Renováveis - Geração de Energia e Participações S.A.	Fortaleza	Ventania	-	55.00%	55.00%	55.00%
Eólica Cajueiro da Praia, Ltda .	Fortaleza	Cajueiro	-	55.00%	55.00%	55.00%
Eólica Coqueirais, Ltda.	Fortaleza	Cacimbas	-	55.00%	55.00%	55.00%
SBER – Sociedade Brasileira de Energias Renováveis, Ltda.	Fortaleza	SBER 1)	-	41.25%	41.25%	41.25%
Melosa – Geração de Energia e Participações, Ltda.	Fortaleza	Melosa	-	55.00%	55.00%	55.00%
Eólica Paraipaba, Ltda .	Fortaleza	Paraipaba	-	55.00%	55.00%	55.00%
Eólica Chapadão, Ltda.	Fortaleza	Chapadão	-	55.00%	55.00%	55.00%
Rosa dos Ventos - Geração e Comercialização de Energia, S.A	Fortaleza	Rosa dos Ventos3)	-	-	-	55.00%
Eólica Macaúbas, Ltda.	Fortaleza	Macaúbas	-	54.99%	54.99%	54.99%
Eólica Sobradinho, Ltda.	Fortaleza	Sobradinho	-	54.99%	54.99%	54.99%
MSPAR Energia e Participações, SA	Barueri	MSPAR	-	100.00%	100.00%	55.00%
Martifer Renewables O&M Sp. z o.o.	Gliwice	Martifer Renewables O&M	-	52.00%	52.00%	52.00%

1) The consolidation of these companies using the full consolidation method is a consequence of the Group having stepped shareholdings, but exercising control at each level.

2) Its prior designation was MTS Downs Farm Solar Limited.

3) This company was classified at 31 december 2013 as a Non current Asset held for sale (Note 20).

4) This company was classified at 30 September 2014 as a Non current Asset held for sale (Note 20).

5) The consolidation of this company at 30 September 2014 is through equity method (Note 16).

COMPANIES CONSOLIDATED THROUGH THE EQUITY METHOD

				PERCENTAGE OF SHARE CAPITAL HELD
COMPANY	HEAD OFFICE	DESIGNATION	DIRECTLY	INDIRECTLY	TOTAL	2013
Metallic Construction
Associate companies:
Liszki Green Park, Sp. Zo.o	Gliwice	Liszki Green Park	-	33.75%	33.75%	45.00%
Martifer Amal, S.A.	Nacala	Martifer Amal	-	35.00%	35.00%	35.00%
Martifer Amal, S.A.	Oliveira de Frades	Martifer Amal	-	30.00%	30.00%	30.00%
Martimetal Spa	Alger	Martimetal	-	49.00%	49.00%	-
Joint control companies:
Promoquatro – Investimentos Imobiliários, Lda.	Oliveira de Frades	Promoquatro	-	37.50%	37.50%	50.00%
M City Bialystok Sp. Zo.o	Gliwice	M City Bialystok	-	37.50%	37.50%	50.00%
M City Radom Sp. Zo.o	Gliwice	M City Radom	-	37.50%	37.50%	50.00%
M. City Szczecin Sp. Z o.o.	Gliwice	M City Szczecin	-	37.50%	37.50%	50.00%
Solar
Associate companies:
Parque Solar Seseña I, S.L.	Madrid	Seseña I 3)	-	20.63%	20.63%	20.63%
Canaverosa Renovables, SL	Madrid	Canaverosa 3)	-	26.94%	26.94%	26.94%
Empresa de Energia Renovable Maria del Sol Norte S.A.	Santiago	Maria del Sol3)	-	26.95%	26.95%	26.95%
MSN Solar Uno SpA	Santiago	MSN Solar Uno3)	-	26.95%	26.95%	26.95%
MSN Solar Dos SpA	Santiago	MSN Solar Dos3)	-	26.95%	26.95%	26.95%
MSN Solar Tres SpA	Santiago	MSN Solar Tres3)	-	26.95%	26.95%	26.95%
MSN Solar Cuatro SpA	Santiago	MSN Solar Cuatro3)	-	26.95%	26.95%	26.95%
MSN Solar Cinco SpA	Santiago	MSN Solar Cinco3)	-	26.95%	26.95%	26.95%
FTP Solar LLC	New York	FTP Solar3)	-	11.75%	11.75%	11.75%
Martifer Solar Canadá, Ltd.	Toronto	Martifer Solar Canadá3)	-	27.50%	27.50%	-
Renewables
Associate companies:
Eviva Gizalki Sp. Zo.o	Miastko	Eviva Gizalki 4)	-	100.00%	100.00%	-
Joint control companies:
Ventinveste, S.A.	Lisbon	Ventinveste SA	5.00%	41.00%	46.00%	46.00%
Ventinveste Eólica, SGPS, S.A.	Lisbon	Ventinveste Eólica	-	46.00%	46.00%	46.00%
Ventinveste Indústria SGPS, S.A.	Oliveira de Frades	Ventinveste Indústria	-	46.00%	46.00%	46.00%
Parque Eólico de Torrinheiras, S.A.	Lisbon	PE Torrinheiras	-	46.00%	46.00%	46.00%
Parque Eólico do Douro Sul, S.A.	Lisbon	PE Douro Sul	-	46.00%	46.00%	46.00%
Parque Eólico do Pinhal do Oeste, S.A.	Lisbon	PE Pinhal do Oeste	-	46.00%	46.00%	46.00%
Parque Eólico de Vale Grande. S.A.	Lisbon	PE Vale Grande	-	46.00%	46.00%	46.00%
Parque Eólico de Vale do Chão, S.A.	Lisbon	PE Vale do Chão	-	46.00%	46.00%	46.00%
Parque Eólico do Cabeço Norte, S.A.	Lisbon	PE Cabeço Norte	-	46.00%	46.00%	46.00%
Parque Eólico da Serra do Oeste, S.A.	Lisbon	PE Serra do Oeste	-	46.00%	46.00%	46.00%
Parque Eólico do Planalto, S.A.	Lisbon	PE Planalto	-	46.00%	46.00%	46.00%
Eviva Dunowo, Sp. Z o.o.	Gliwice	Eviva Dunowo	-	50.00%	50.00%	50.00%
SPEE 3 – Parque Eólico do Baião, S.A. SPEE 2 – Parque Eólico de Vila Franca de	Lisbon Oliveira de	SPEE 3 SPEE 2	- -	50.00% 50.00%	50.00% 50.00%	50.00% 50.00%
Xira, S.A.	Frades Oliveira de	PE Penha da
Parque Eólico da Penha da Gardunha, Lda.	Frades	Gardunha	-	50.00%	50.00%	50.00%
Others
Associate companies:
Nutre SGPS, S.A.	Oliveira de Frades	Prio SGPS 2)	49.00%	-	49.00%	49.00%
Nutre, S.A.	Oliveira de Frades	Prio Foods 2)	-	49.00%	49.00%	49.00%
Nutre - Industrias Alimentares, S.A.	Oliveira de Frades	Prio Alimentar 2)	-	49.00%	49.00%	49.00%
Nutre MZ. S.A.	Maputo	Nutre Moçambique 2)	-	49.00%	49.00%	49.00%
Nutre Farming, S.R.L.	Bucharest	Nutre Farming Roménia 2)	-	49.00%	49.00%	49.00%
Prio AgRomert S.R.L.	Bucharest	Prio AgRomert 2)	-	49.00%	49.00%	49.00%
Prio Balta S.R.L.	Bucharest	Prio Balta 2)	-	49.00%	49.00%	49.00%

				PERCENTAGE OF SHARE CAPITAL HELD
COMPANY	HEAD OFFICE	DESIGNATION	DIRECTLY	INDIRECTLY	TOTAL	2013
Prio Facaieni S.R.L.	Bucharest	Prio Facaieni 2)	-	49.00%	49.00%	49.00%
Prio Ialomita S.R.L.	Bucharest	Prio Ialomita 2)	-	49.00%	49.00%	49.00%
Prio Rapita S.R.L.	Bucharest	Prio Rapita 2)	-	49.00%	49.00%	49.00%
Nutre Farming West Part S.R.L.	Bucharest	Nutre West Part 2)	-	49.00%	49.00%	49.00%
Prio Terra Agricola S.R.L.	Bucharest	Prio Terra Agricola 2)	-	49.00%	49.00%	49.00%
Prio Turism Rural S.R.L	Bucharest	Prio Turism Rural 2)	-	49.00%	49.00%	49.00%
Agromec Balaciu	Bucharest	Agromec Balaciu 2)	-	42.60%	42.60%	42.60%
Miharox S.R.L.	Bucharest	Miharox 2)	-	40.47%	40.47%	40.47%
Zimbrul. S.A.	Bucharest	Zimbrul 2)	-	49.00%	49.00%	49.00%
Agrozootehnica. S.A.	Bucharest	Agrozootehnica 2)	-	48.98%	48.98%	48.98%
Prio Agrotrans S.R.L.	Bucharest	Prio Agrotrans 2)	-	49.00%	49.00%	49.00%
Nutre Brasil LTDA	S. Luís do Maranhão	Prio Foods Brasil 2)	-	49.00%	49.00%	49.00%
Prio Extractie S.R.L.	Bucharest	Prio Extractie 2)	-	22.05%	22.05%	22.05%
Prio Agro Industries. Sp. Z o.o.	Gliwice	Prio Polónia 2)	-	49.00%	49.00%	49.00%
Prio Biocombustibil S.R.L.	Bucharest	Prio Biocombustibil 2)	-	22.05%	22.05%	22.05%
Prio Meat S.R.L	Bucharest	Prio Meat 2)	-	49.00%	49.00%	49.00%
Prio Foods – AJFS Construções, ACE	Lisbon	Prio Foods ACE 2)	-	24.50%	24.50%	24.50%
Nutre Farming B.V.	Amsterdam	Nutre Farming 2)	-	49.00%	49.00%	49.00%
Bunge Prio Cooperativa U.A.	Amsterdam	Bunge Prio Cooperativa 2)	-	22.05%	22.05%	22.05%
Bunge Roménia S.R.L.	Buzau	Bunge Roménia 2)	-	22.05%	22.05%	22.05%
Centralrest, Lda	Ilhavo	Centralrest 2)	-	9.80%	9.80%	9.80%
Prio Agriculture, B.V.	Delft	Prio Holanda 2)	-	49.00%	49.00%	49.00%
Porthold Project Development BV	Amsterdam	Porthold 2)	-	49.00%	49.00%	49.00%
Fertilis Agro-Indústrias, Lda	Luanda	Fertilis 2)	-	29.40%	29.40%	29.40%
Prio Energy SGPS. S.A.	Oliveira de Frades	Prio Energy SGPS 1)	5,00%	-	5.00%	10.00%
Prio Biocombustíveis. S.A.	Oliveira de Frades	Prio Biocombustíveis 1)	-	5.00%	5.00%	10.00%
Prio Energy. S.A.	Oliveira de Frades	Prio Energy 1)	-	5.00%	5.00%	10.00%
Mondefin	Coimbra	Mondefin 1)	-	5.00%	5.00%	10.00%
Prio Parque de Tanques de Aveiro, S.A.	Oliveira de Frades	Prio Tanques 1)	-	5.00%	5.00%	10.00%
Prio.E-Electric, S.A.	Oliveira de Frades	Prio.E-Electric 1)	-	5.00%	5.00%	10.00%
PRIO.E - Mobility Solutions, Lda _PT	Oliveira de Frades	Park Charge 1)	-	5.00%	5.00%	10.00%
Prio. E – SGPS, S.A.	Oliveira de Frades	Prio E SGPS 1)	-	5.00%	5.00%	10.00%
Share Motivation, Lda.	Oliveira de Frades	Share Motivation 1)	-	5.00%	5.00%	10.00%
IMO 505, Lda	Coimbra	IMO 5051)	-	5.00%	5.00%	-
Prio Gas Lisboa, SA	Aveiro	Prio Gas 1)	-	2.50%	2.50%	-

1) The consolidation of this company through the equity method results from the Group having significant influence of its parent company, which in turn has significant influence on the investee.

2) The consolidation of this company through the equity method was stopped because Group decided classify the financial investment in Nutre SGPS as Noncurrent asset held for sale (Note 20).

3) This company was classified at 30 September 2014 as a Non current Asset held for sale (Note 20).

4) The consolidation of this company through the equity method results from the Group having significant influence in the company (Note 16).

During the 9 month period ended 30 September of 2014 and during 2013 the changes occurred in the consolidation perimeter were as follows:

Incorporated companies:

In the 9 month period ended 30 September of 2014:

	HEAD OFFICE
Metallic Construction
Associated companies:
Martimetal Spa	Argel

In 2013:

	HEAD OFFICE
Metallic Construction
Subsidiary companies:
Martifer Aluminium SAS	Rungis
Martifer Alumínios Ltda	São Paulo
West Sea - Estaleiros Navais, Lda.	Oliveira de Frades
Martifer Construcciones Peru, S.A.	Lima
Global Holding Limited	Zebbug
Global Engineering & Construction Limited	Zebbug
Associated companies:
Martifer Amal, S.A. (Portugal)	Oliveira de Frades
Solar
Subsidiary companies:
Martifer Solar Servicios México	Mexico City
Martifer Solar Japan KK	Tokyo
MTS Francis Court Solar Limited	London
MTS Spittleborough Solar Limited	London
MTS Tonge Solar Limited	London
MTS Rydon Solar Limited	London
Visiontera Unipessoal, Lda	Oliveira de Frades
Martifer Solar Middle East	Dubai
Belive in Bright Unipessoal, Lda.	Oliveira de Frades
Montidílico Unipessoal, Lda.	Oliveira de Frades
Associated companies:
MSN Solar Uno SpA	Santiago
MSN Solar Dos SpA	Santiago
MSN Solar Tres SpA	Santiago
MSN Solar Cuatro SpA	Santiago
MSN Solar Cinco SpA	Santiago
FTP Solar LLC	New York
Renewables
Subsidiary companies:
Eólica Macaúbas, Ltda.	Fortaleza
Eólica Sobradinho, Ltda.	Fortaleza
MSPAR Energia e Participações, SA	Barueri
Martifer Renewables O&M Sp. z o.o.	Gliwice
Others:
Associated companies:
Nutre Farming West Part S.R.L.	Bucharest

Acquired companies:

In the 9 month period ended 30 September of 2014:

	HEAD OFFICE
Others:
Associated companies:
IMO 505, Lda	Coimbra
Prio Gas Lisboa, SA	Aveiro

In 2013:

	HEAD OFFICE
Others:
Associated companies:
Fertilis Agro-Indústrias, Lda	Luanda

Sold / dissolved companies:

In the 9 month period ended 30 September of 2014:

	HEAD OFFICE
Solar
MTS Spittleborough Solar Limited	London
Montidílico Unipessoal, LDA.	Oliveira de Frades
Renewables
Vesto EAD	Varna
DVP1 Limited	Varna
DVP2 Limited	Varna
Rosa dos Ventos - Geração e Comercialização de Energia, S.A	Fortaleza

In 2013:

	HEAD OFFICE
Solar
Subsidiary companies:
MTS4 S.R.L.	Siracusa
MPrime Italia S.r.l	Oliveira de Frades
Sol Cativante VII, Lda.	Viseu
Eviva Mepe	Athens
MTS Trewidland Solar, Ltd	London
Steadfast Apsley Solar, Ltd	Andover
LRCC – La Rad Campo Charro – Energias Renováveis, Lda.	São Martinho do Porto
Renewables
Subsidiary companies:
Martifer Renewables Bippen GmbH	Berlin
Energia Wiatrowa Sp. Zo.o	Gliwice
Joint control companies:
Macquarie Capital Wind Fund Pty Limited	Sidney

Changes in the consolidation method:

In the 9 month period ended 30 September of 2014:

MTS 3 - from equity method to full consolidation due to the increase in the shareholding held by Martifer Solar Itália from 49% to 100%.

Martifer Solar Canadá - from full consolidation to equity method due to the decrease in the shareholding held by Martifer Solar Investments B.V. from 100% to 50%.

Eviva Gizalki - from full consolidation to equity method due to the loss of control, in particular by not having autonomy to manage its financial and operational policies (Note 16).

In 2013:

Prio Agriculture B.V. (Prio Holanda) – from full consolidation to equity method due to its sale by Martifer Renewables SGPS, S.A. to Nutre SGPS, S.A.

Porthold Project Development BV (Porthold) - from full consolidation to equity method due to the sale of Prio Agriculture B.V. by Martifer Renewables SGPS, S.A. to Nutre SGPS, S.A.

MTS 3 – from full consolidation to equity method due to the decrease in the shareholding held by Martifer Solar Itália from 100% to 49%.

Ventinveste Indústria SGPS, S.A. – from full consolidation to equity method due to loss of control over same, namely for not managing its financial and operational policies.

Other changes in the consolidation perimeter:

In the 9 month period ended 30 September of 2014:

MS Par Energia e Participações – transfer of the total shares held by Martifer Renováveis, SA to Martifer Renewables Brasil Participações, Ltda.

Prio Energy SGPS - decrease in the shareholding held by Martifer SGPS, S.A. from 10% to 5%.

Martifer Metallic Constructions SGPS, S.A - decrease in the shareholding held by Martifer SGPS, S.A. from 100% to 75%.

Martifer Aluminium PTY – transfer of the total shares held by Martifer Alumínios, SA to Martifer Metallic Constructions SGPS, SA.

In 2013:

Porthold Project Development BV (Porthold) – increase in the shareholding held by Prio Agriculture B.V from 55% to 100%.

Eviva Gizalki Sp.Zo.o (Eviva Gizalki) – increase in the shareholding held by Martifer Renewables SGPS, S.A. from 72% to 100%.

Martifer Solar USA, Inc. (AEM) – increase in the shareholding held by Martifer Solar Inc. from 63.5% to 99.293%.

Eviva Nalbant S.R.O. (Eviva Nalbant) – increase in the shareholding held by Eviva Energy S.R.L. from 99% to 100%.

Rosa dos Ventos S.A. (Rosa dos Ventos) – increase in the shareholding held by Martifer Renováveis-Geração de Energia e Participações, S.A. from 97.5% to 100%.

Prio Energy SGPS – decrease in the shareholding held by Martifer SGPS, S.A. from 49% to 10%.

PV Glass, SA – merger by incorporation in Martifer Solar S.A.

PV Glass, Srl – change in shareholder structure as a result of the merger by incorporation of PV Glass in Martifer Solar S.A.

M City Gliwice Sp. Zo.o – increase in the shareholding held by Martifer GmbH from 52.6% to 97.8% and a further increase of 2% through Martifer Metallic Constructions, SGPS, S.A.

3. 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 two business areas: 'Metallic Construction' and 'RE Developer' that are coordinated and supported by Martifer SGPS.

The 'Metallic Construction' business area includes all the construction activities of steel structures, aluminium façades and glass and stainless steel solutions. It includes also the wind power division, components, turbine assembly and turnkey wind farm delivery, engineering division and naval industry. The 'RE Developer' segment includes the promotion and development of projects of renewable energy, with special emphasis in the wind sector.

Amounts related with Martifer SGPS, Martifer Inovação e Gestão S.A. (MIG) and Martifer Gestiune Si Servicii, S.R.L. (MIG RO) are reported as 'Others'.

In September 2014, Group decided to classify the 'Solar' segment (composed by Martifer Solar, SA and its subsidiaries) as a Non current asset held for sale. Since the requirements of IFRS 5 were fulfilled, the contribution to Martifer's consolidated results, coming from this segment, is presented in an autonomous line in the Consolidated P&L and the values YoY were adjusted to allow comparison. The detail of this contribution is presented in note 20.

The accounting policies used in the preparation of the information by business segments is the same used in the preparation of the attached financial statements (Note 1).

At 30 September 2014 and 2013, the breakdown of sales and services rendered by primary segments is as follows:

	SALES TO EXTERNAL CUSTOMERS		INTERSEGMENT SALES			TOTAL
	9M'14	9M'13 PRO FORMA	9M'13	9M'14	9M'13 PRO FORMA	9M'13	9M'14	9M'13 PRO FORMA	9M'13
Metallic Construction	126,488,697	191,912,019	191,912,019	23,795,755	31,515,569	31,515,569	150,284,452	223,427,588	223,427,588
Solar (*)	-	-	209,833,159	-	-	61,053,835	-	-	270,886,994
RE Developer	6,520,224	13,850,987	13,850,987	281,256	1,601,569	1,601,569	6,801,480	15,452,556	15,452,556
Others	1,049,024	863,094	863,093	3,235,917	2,731,480	2,731,480	4,284,941	3,594,574	3,594,573
	134,057,945	206,626,101	416,459,259	27,312,928	35,848,618	96,902,453	161,370,873	242,474,719	513,361,712
Intersegment eliminations							(23,972,685)	(33,323,090)	(94,120,968)
Own work capitalized (Note 5)							(3,340,243)	(2,525,528)	(2,781,485)
							134,057,945	206,626,101	416,459,259

(*) Discontinued activity (Note 20)

Sales and services rendered by geographical segments are as follows:

	9M'14	9M'13 PRO FORMA	9M'13
Iberian Peninsula
Metallic Construction	39,578,527	76,053,105	75,973,576
Solar (*)	-	-	37,944,926
RE Developer	3,372,524	4,373,370	4,373,370
Others	931,340	738,668	738,668
European Union (other)
Metallic Construction	31,392,444	37,292,849	37,292,849
Solar (*)	-	-	86,581,952
RE Developer	2,155,194	4,947,951	4,947,951
Others	117,684	44,898	44,898
Other markets
Metallic Construction	55,517,726	78,645,594	78,645,594
Solar (*)	-	-	85,385,808
RE Developer	992,506	4,529,666	4,529,666
	134,057,945	206,626,101	416,459,259

(*)Discontinued activity (Note 20)

At 30 September 2014 and 2013, the earnings before interest, taxes, amortizations, provisions and impairment losses (EBITDA), earnings before interest and taxes (EBIT) and profit after tax by primary segments are as follows:

	EBITDA EBIT				PROFIT AFTER TAX
	9M'14	9M'13 PRO FORMA	9M'13	9M'14	9M'13 PRO FORMA	9M'13	9M'14	9M'13 PRO FORMA	9M'13
Metallic Construction	(3,206,826)	(13,846,976)	(13,846,976)	(39,696,082)	(27,354,749)	(27,354,749)	(51,310,414)	(43,563,849)	(43,563,849)
Solar(*)	-	-	12,004,048	-	-	8,362,360	-	-	184,128
RE Developer	11,775,191	21,335,766	21,335,766	5,809,552	4,316,395	4,316,395	4,543,572	2,247,923	2,247,923
Others	(49,767)	(1,183,679)	146,228	(1,181,689)	(2,567,274)	(1,237,366)	(7,639,247)	(8,930,133)	(7,601,606)
	8,518,598	6,305,111	19,639,066	(35,068,219)	(25,605,628)	(15,913,360)	(54,406,089)	(50,246,059)	(48,733,404)

(*)Discontinued activity (Note 20)

The Group's net assets and liabilities by operating segments at 30 September 2014 and 31 December 2013 are as follows:

	ASSETS		LIABILITIES
	30 SEPTEMBER 2014	31 DECEMBER 2013	30 SEPTEMBER 2014	31 DECEMBER 2013
Metallic Construction	350,500,939	331,230,804	349,527,107	307,847,934
Solar (*)	185,938,523	254,606,180	132,537,308	180,727,147
RE Developer	158,442,508	166,932,839	44,176,134	44,917,163
Others	529,422,535	525,799,738	173,648,949	163,855,470
Intra-group eliminations	(506,107,956)	(490,796,517)	(58,949,993)	(49,266,682)
	718,196,549	787,773,044	640,939,505	648,081,032

(*)Discontinued activity (Note 20)

The Group's capital expenditures (acquisition of tangible and intangible assets) and amortizations, by operating segments, till 30 September 2014 and 2013, are as follows:

	CAPITAL EXPENDITURES		AMORTIZATIONS
	30 SEPTEMBER 2014	30 SEPTEMBER 2013	9M'14 EURO	9M'13 EURO
Metallic Construction	10,137,084	4,568,007	5,059,566	5,369,165
Solar (*)	595,736	3,747,555	-	2,277,473
RE Developer	1,008,441	1,881,150	4,858,170	3,852,544
Others	5,477	62,394	1,131,924	1,383,595
	11,746,738	10,259,106	11,049,660	12,882,777

(*)Discontinued activity (Note 20)

4. SALES AND SERVICES RENDERED

At 30 September 2014 and 2013, the breakdown of sales and services rendered is as follows:

	9M'14	9M'13 PRO FORMA	9M'13
Revenue from the sale of merchandise	11,620,545	28,495,638	101,704,438
Revenue from the sale of goods	42,692,101	71,773,610	108,592,237
Services rendered	79,745,299	106,356,853	206,162,584
	134,057,945	206,626,101	416,459,259

5. OTHER OPERATIONAL GAINS

At 30 September 2014 and 2013 the breakdown of the caption 'Other operational gains' is as follows:

	9M'14	9M'13 PRO FORMA	9M'13
Change in production	(138,120)	2,525,528	18,234,147
Own work capitalised	3,340,243	1,806,308	2,781,485
Reversals of impairment losses	782,507	1,817,132	2,422,681
Supplementary income	1,109,156	915,964	1,060,300
Capital Gains in non-financial assets	14,736,137	12,479,292	12,689,254
Foreign exchange gains	2,879,649	4,256,685	6,590,692
Other operational gains	1,471,943	3,556,239	4,045,939
Total	24,181,515	27,357,148	47,824,498

The amount included under the caption 'Own work capitalized', during the period ended 30 September 2014 is related primarily with work carried out in Brazil in the 'Metallic Construction' segment.

At 30 September 2014 the caption 'Capital Gains in non-financial assets' includes the gain with the sale of 100% of shares of Rosa dos Ventos Geração e Comercialização de Energia, SA by the amount of \$R70,3m to the Brazilian company CPFL. The sale was agreed by the entities at 18 June 2013

6. COST OF GOODS SOLD

At 30 September 2014 and 2013 the cost of goods sold is as follows:

30 SEPTEMBER 2013	MERCHANDISE	RAW MATERIALS, SUBSIDIARIES AND OTHER CONSUMABLES	TOTAL
Opening balance	6,557,447	10,825,365	17,382,812
Purchases	60,696,754	98,058,496	158,755,250
Changes in the consolidation perimeter, currency exchange differences, transfers and others	4,083,183	54,095	4,137,278
Reclassification of assets	6,416,400	-	6,416,400
Closing balance	12,540,306	13,435,754	25,976,060
	65,213,478	95,502,202	160,715,680

30 SEPTEMBER 2013 PRO FORMA	MERCHANDISE	RAW MATERIALS, SUBSIDIARIES AND OTHER CONSUMABLES	TOTAL
Opening balance	6,557,447	10,825,365	17,382,812
Purchases	6,605,531	55,989,926	62,595,457
Changes in the consolidation perimeter, currency exchange differences, transfers and others	1,316,434	495,782	1,812,216
Reclassification for Non current asset held for sale (Nota 20)	(2,308,509)	(5,084,928)	(7,393,437)
Closing balance	4,042,859	9,585,347	13,628,206
	8,128,044	52,640,798	60,768,842

30 SEPTEMBER 2014	MERCHANDISE	RAW MATERIALS, SUBSIDIARIES AND OTHER CONSUMABLES	TOTAL
Opening balance	5,663,577	11,458,141	17,121,718
Purchases	6,492,247	30,881,903	37,374,150
Changes in the consolidation perimeter, currency exchange differences, transfers and others	(424,215)	22,668	(401,547)
Reclassification for Non current asset held for sale (Nota 20)	(1,596,147)	(3,386,662)	(4,982,809)
Closing balance	3,145,304	8,938,200	12,083,504
	6,990,158	30,037,850	37,028,008

7. SUBCONTRACTORS

At 30 September 2014 and 2013 the subcontractors is as follows:

	9M'14	9M'13 PRO FORMA	9M'13
Subcontractors	24,484,436	51,167,749	111,123,713
	24,484,436	51,167,749	111,123,713

The subcontracts in 2014 are related with construction works carried out in 'Metallic Construction' segment.

8. EXTERNAL SUPPLIES AND SERVICES

At 30 September 2014 and 2013 the external supplies and services are as follows:

	9M'14	9M'13 PRO FORMA	9M'13
Transportation of goods	4,570,882	11,489,409	13,877,959
Specialized works	8,592,326	6,350,763	25,767,774
Leases and rents	8,941,915	11,418,665	13,362,965
Service Fees	153,989	9,724,747	10,874,395
Travelling expenses	3,099,235	3,605,284	4,797,306
Electricity and Fuel	1,949,648	2,571,428	3,119,588
Insurance	1,656,748	1,737,727	2,602,667
Maintenance and repairs	1,197,474	1,114,972	1,267,985
Communications	693,633	786,652	1,271,517
Security	659,054	519,614	1,202,870
Legal and notarial fees	977,478	341,855	919,076
Commissions	140,812	231,542	604,629
Advertising	230,002	172,687	748,549
Cleaning, health and safety	426,280	396,925	509,609
Tools and devices	228,499	439,728	463,198
Other	1,984,386	1,947,872	2,755,956
	35,502,361	52,849,870	84,146,042

9. STAFF COSTS

At 30 September 2014 and 2013, staff costs are as follows:

	9M'14	9M'13 PRO FORMA	9M'13
Salaries	33,570,711	36,312,388	47,428,099
Social contributions	9,620,286	10,963,047	13,866,620
	43,190,997	47,275,435	61,294,719

The caption 'social contributions' includes mainly the social security contributions, the food and health subsidies, insurance costs and dismissal compensation.

10. OTHER OPERATIONAL LOSSES

At 30 September 2014 and 2013, the caption 'Other operational losses' is as follows:

	9M'14	9M'13 PRO FORMA	9M'13
Taxes	2,881,887	3,534,965	4,557,816
Impairment losses:
Trade debtors (Note 18)	139,061	707,723	6,788,025
Other impairment losses	-	2,029,269	2,029,269
Losses in non-financial assets	3,265,864	196,990	611,873
Foreign exchange losses	1,259,666	3,560,260	6,870,471
Trade debtors write-off	-	1,407,218	1,407,218
Other operational losses	1,968,582	4,179,817	5,099,865
Total	9,515,060	15,616,242	27,364,537

The amount in caption 'Losses in non-financial assets' refers mainly to costs with wind projects that were discontinued, in 'RE Developer' segment.

11. PROVISIONS AND IMPAIRMENT LOSSES IN FIXED ASSETS

The provisions and impairment losses during the nine month periods ended 30 September of 2014 and 2013 were as follows:

	9M'14	9M'13 PRO FORMA	9M'13
Impairment losses	2,107,546	18,478,809	18,478,809
Provisions (Note 24)
Arising from the use of the equity method	332,976	685,803	685,803
Quality guarantees	(14,962)	-	31,535
Onerous contracts	22,000,000	-	-
Legal claims in progress	7,964,299	1,197,016	1,197,016
Others	147,298	943,806	2,276,486
	30,429,611	2,826,625	4,190,840

The increase of provisions until 30 September 2014 is mainly due to the booking of a provision in Martifer Construções related with a compensation to be paid to Alstom according to the arbitration proceedings of Sostanj (Slovenia) and Manheim (Germany). This compensation was established and paid in the end of 1st half 2014.

Until 30 September 2014, the amount of provisions for onerous contracts is mainly concerned with the estimated liabilities associated with possible contractual obligations in operations, in 'Metallic Constructions' segment.

12. NET FINANCIAL RESULTS

The net financial results for the periods ended on 30 September 2014 and 2013 can be analysed as follows:

FINANCIAL INCOME	9M'14	9M'13 PRO FORMA	9M'13
Loans and accounts receivable (including bank deposits)
- Interest income	862,333	1,963,012	3,465,850
Financial assets available for sale
- Dividend income		27,341	27,341
- Gains on the sale of financial assets	32,470	17,888,615	17,383,756
Other financial income related to other financial assets
- Foreign exchange gains	2,508,839	1,764,804	4,036,839
- Other financial income	577,001	164,591	972,792
	3,980,643	21,808,363	25,886,578

FINANCIAL EXPENSES	9M'14	9M'13 PRO FORMA	9M'13
Loans and accounts payable
- Interest expenses in bank loans and in finance leases	17,710,245	16,484,933	23,825,524
- Of which included in the acquisition cost of assets in progress	(16,987)	(49,982)	(49,982)
Available for sale financial assets
- Losses on the sale of financial assets	89,267	268,305	268,305
Other financial expenses related to other financial liabilities
- Foreign exchange losses	1,155,731	3,236,471	6,656,088
- Other financial expenses	3,017,645	4,619,879	8,766,585
	21,955,901	24,559,606	39,466,520

The captions 'Foreign exchange gains / (losses)' are related to the occurrence of currency fluctuations, particularly in affiliated companies out of Euro zone.

13. GAINS/ (LOSSES) IN ASSOCIATED COMPANIES AND JOINT ARRANGEMENTS

At 30 September 2014 and 2013, the gains and losses on associated companies and joint-ventures are as follows:

	9M'14	9M'13 PRO FORMA	9M'13
Grupo Nutre	(165,962)	(18,559,356)	(18,559,356)
Others	1,065,188	1,914,597	2,127,646
	899,226	(16,644,759)	(16,431,710)

14. INCOME TAX

At 30 September 2014 and 2013, the reconciliation between current tax and income tax of the period is summarized as follows:

	9M'14	9M'13 PRO FORMA	9M'13
Current tax	2,642,846	738,312	2,092,351
Deferred tax - generated by temporary differences	(118,034)	-	107,223
Deferred tax - reversal of temporary differences	(43,747)	743,474	1,256,237
Effect of changes in the income tax rate	(19,930)	(19,930)	(19,930)
Deferred tax - tax losses recognition	(77,351)	3,792,272	(590,260)
Correction to the tax of previous year	-	-	(27,531)
Other	(121,945)	(9,697)	(9,697)
Deferred tax	(381,008)	4,506,119	716,042
Income tax	2,261,838	5,244,431	2,808,393

15. EARNINGS PER SHARE

Martifer SGPS only issued ordinary shares, and as such, no shares have special voting or dividend rights.

There is no situation in the Group that may represent a reduction of earnings per share caused by options, "warrants" convertible bonds or other rights attached to ordinary shares.

Therefore, at 30 September 2014 there were no differences between the basic earnings per share and the diluted earnings per share calculation.

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

The weighted average number of shares outstanding is deducted of 2,215,910 treasury stocks acquired by Martifer SGPS.

At 30 September 2014 and 2013, the basic and diluted earnings per share can be summarised as follows:

	9M'14	9M'13 PRO FORMA	9M'13
Profit for the year (I)	(60,260,194)	(50,201,524)	(50,201,524)
Weighted average number of shares outstanding (II)	97,784,090	97,784,090	97,784,090
Basic and diluted earnings per share (I) / (II)	(0.6163)	(0.5134)	(0.5134)
from continuing operations	(0.4789)	(0.5072)	(0.5134)
from discontinued activity	(0.1374)	(0.0062)	-

16. FINANCIAL ASSETS UNDER THE EQUITY METHOD

At 30 September 2014 and 31 December 2013, financial assets under the equity method are as follows:

	30 SEPTEMBER 2014	31 DECEMBER 2013
Prio Energy	1,550,387	2,686,807
Eviva Gizalki	3,913,011	-
Martimetal	700,861	-
SPEE 3 - Parque eólico de Baião, SA	496,032	499,853
SPEE 2 - Parque eólico de Vila Franca de Xira, SA	1,431,019	1,048,183
FTP Solar LLC	-	36,287,978
Promoquatro - Investimentos Imobiliários, Lda	52,751	120,260
Martifer Amal, S.A. (Portugal)	-	15,000
Martifer Amal, S.A. (Moçambique)	142,270	285,771
Canaverosa	-	136,301
Parque Sesena 1	-	196,663
Other	319	5,254
	8,286,650	41,282,069

In the end of the 1st half of 2014 Martifer SGPS decreased its equity investment in Prio Energy SGPS to 5%. Since the company maintains a position in the Board of that associate, and consequently significant influence exists, the consolidation through equity method was kept.

Martifer Renewables, SGPS, S.A. agreed in 2014 with the IKEA Retail Sp. Zo.o., the sale of total shares of Eviva Gizalki, Sp. Zo.o., implying the compliance of certain requirements set out in the contract. The terms of the contract, which provides that the company builds a wind farm until 2016, do not allow Martifer Renewables SGPS maintain the control of the subsidiary but only significative influence in its management. As a consequence the consolidation method changed from full consolidation to equity method.

Since the financial assets held in FTP Solar, Canaverosa and Parque Solar Sesena 1 are part of 'Solar' segment, they are at 30 September 2014 included in the line 'Non current assets held for sale' of Balance sheet (Note 20).

At 30 September 2014 and 31 December 2013, the movement occurred in this caption is as follows:

	30 SEPTEMBER 2014	31 DECEMBER 2013
Opening balance	41,282,070	15,680,011
Acquisitions	-	36,302,978
Application of the equity method	(282,554)	1,706,974
Decrease in share capital	-	(2,043,840)
Sales	-	(10,208,467)
Changes resulting from the loss of control in subsidiaries	(32,707,931)	4,900
Effect of foreign currency exchange differences	-	(22,387)
Other changes	(4,935)	(138,099)
Closing balance	8,286,650	41,282,069

17. AVAILABLE FOR SALE INVESTMENTS

At 30 September 2014 and 31 December 2013, available for sale investments are as follows:

	30 SEPTEMBER 2014	31 DECEMBER 2013
Non-current financial investment	230,956	338,166
Others	1,447,274	237,457
	1,678,230	575,621

At 30 September 2014 and 31 December 2013, the movement occurred in the caption 'Available for sale investments' is as follows:

	30 SEPTEMBER 2014	31 DECEMBER 2013
Opening balance	575,622	2,310,267
Additions	1,378,994	306,925
Reductions	(25,827)	(235,268)
Reclassification to Non-current assets held for sale (Note 20)	-	(1,607,994)
Changes in the consolidation perimeter	-	(189,688)
Other	(250,560)	(8,619)
Closing balance	1,678,230	575,621

18. TRADE AND OTHER RECEIVABLES

The detail of the caption 'trade and other receivables', for the periods ended at 30 September 2014 and 31 December 2013 is as follows:

	NON CURRENT		CURRENT
	30 SEPTEMBER 2014	31 DECEMBER 2013	30 SEPTEMBER 2014	31 DECEMBER 2013
Cost:
Trade receivables:
Trade receivables	2,502,880	29,132,168	71,999,498	123,985,850
Notes receivables	-	-	94,096	763,697
Doubtful trade receivables	-	-	12,334,977	25,620,958
	2,502,880	29,132,168	84,428,571	150,370,505
Other receivables:
Related companies	37,009,541	61,480,963	17,865,530	14,993,979
Advances to suppliers	4,736	2,718	5,520,406	10,199,844
Others	388,073	1,982,307	27,186,510	33,699,529
	37,402,350	63,465,988	50,572,446	58,893,352
	39,905,230	92,598,156	135,001,017	209,263,858

At 30 September 2014 and 31 December 2013, impairment losses in accounts receivables are as follows:

	NON CURRENT		CURRENT
	30 SEPTEMBER 2014	31 DECEMBER 2013	30 SEPTEMBER 2014	31 DECEMBER 2013
Accumulated impairment losses:
Doubtful trade receivables	-	-	12,403,091	28,754,831
Other receivables	118,490	119,154	3,930,504	7,437,595
	118,490	119,154	16,333,595	36,192,426
Carrying amount – trade receivables	2,502,880	29,132,168	72,025,480	121,615,674
Carrying amount - other receivables	37,283,860	63,346,834	46,641,942	51,455,757
Total	39,786,740	92,479,001	118,667,422	173,071,432

19. OTHER CURRENT ASSETS

At 30 September 2014 and 31 December 2013, the breakdown of the caption 'Other current assets' is as follows:

	30 SEPTEMBER 2014	31 DECEMBER 2013
Accrued income:
Construction contracts
Cost	67,849,297	102,714,982
Impairment losses	(4,990,722)	(5,769,831)
Carrying amount	62,858,575	96,945,151
Interest to be received	808,436	31,309
Other accrued income	3,053,546	4,225,822
	66,720,557	101,202,282
Prepayments:
Insurances	514,805	732,194
Financial expenses	337,295	533,108
Rents	96,727	485,044
Other prepayments	484,427	797,360
	1,433,254	2,547,706
Other (current) financial assets	865,953	365,109
	69,019,764	104,115,097

20. NON-CURRENT ASSETS HELD FOR SALE

The Group is in negotiations for the sale of the real estate project in Szczecin (Poland), previously classified as an investment property, with its sale being highly probable. The Group continues committed to selling these assets. Thus, the conditions set by IFRS 5 to the maintenance of this asset as Non-current asset held for sale for a period higher than 12 months are satisfied.

In current year Martifer Group put into effect an active plan to sell the equity investment of 49% in Nutre SGPS. As the transfer of the participation is highly probable, Group decided, under IFRS 5, classify the financial investment as Non-current asset held for sale and stop the consolidation under equity method, as defined in IAS 28.

Martifer SGPS decided in September, to focus the Group's activity in Metallic construction (Steel structures, Aluminium and glass façades, Oil & Gas infrastructures and Naval Industry) and fulfil the active sale plan of its 55 % share on Martifer Solar. As the sale is highly likely, Martifer Solar's assets and liabilities were classified as "non current assets held for sale" and "liabilities associated to non current assets held for sale", respectively, being Martifer Solar Net Profit presented as "discontinued operations' result" (the values YoY were adjusted to allow comparison).

The breakdown of assets and liabilities, as well as the profit for the year of assets held for sale at 31 December 2013 and 30 September 2014 is as follows:

	30 SEPTEMBER 2014	31 DECEMBER 2013
Non-current Assets
Goodwill	1,988,046
Intangible assets	1,054,440	-
Tangible assets	20,609,785	22,048,574
Investment property	5,070,532	5,002,006
Financial assets under the equity method	59,463,335	-
Available for sale investments	517,630	1,357,067
Other non-current receivables	34,108,982	-
Deferred tax assets	9,695,192	-
Current assets	-	-
Inventories	4,533,547	-
Trade receivables	27,399,810	1,865,298
Other receivables	11,248,172	246
Current tax assets	5,963,484	3,060
Other current assets	15,808,055	135,622
Cash and cash equivalents	13,146,717	400,175
Derivatives	1,327	-
Non current assets held for sale	210,609,055	30,812,048
Non-controlling interests attributable to non current assets held for sale	22,061,857	2,891,441
Non-current liabilities
Borrowings	26,156,427	10,889,344
Obligation under finance leases	646,631	-
Other non-current liabilities	533,004	-
Provisions	5,786,000	-
Deferred tax liabilities	848,433	-
Current liabilities	-	-
Borrowings	39,223,733	-
Obligation under finance leases	179,565	-
Trade payables	24,781,017	2,621
Other payables	4,038,788	255,297
Current tax liabilities	9,733,927	29,777
Other current liabilities	20,534,966	9,234
Derivatives	74,817	-
Liabilities related with non current assets held for sale	132,537,308	11,186,273
Net amount of Non current assets held for sale	56,009,889	16,734,334

	9M' 2014
Sales and services rendered	64,302,594
Other income	2,959,683
Cost of goods sold	(31,224,866)
Subcontractors	(17,995,166)
External supplies and services	(20,688,214)
Staff costs	(11,894,387)
Other operational gains and losses	(6,597,097)
	(21,137,454)
Amortizations	(1,947,635)
Provisions and Impairment losses	(717,922)
Operating income	(23,803,010)
Financial income	5,949,162
Financial expenses	(6,575,254)
Gains / (losses) on associate companies and joint arrangements	(264,328)
Profit before tax	(24,693,430)
Income tax	120,366
Profit for the year	(24,573,064)
Attributable to:
non-controlling interests	(11,137,785)
owners of Martifer	(13,435,279)

At 31 December 2013 this caption included also assets and liabilities of entity Rosa dos Ventos Geração e comercialização de Energias, S.A. which was already sold, as well as the land and factory of Martifer Polska, Sp. Zo.o., in 'Metallic Construction' segment.

21. SHARE CAPITAL, TREASURY SHARES AND NON-CONTROLLING INTERESTS

Share capital

Martifer SGPS, SA share capital, fully subscribed and paid at 30 September 2013, amounts to Euro 50,000,000 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. During first nine months of 2014 and 2013, no movements occurred in the number of shares of the Group.

During first nine months of 2014, Martifer SGPS, S.A. did not acquire any shares (2012: 402,819 treasury shares were acquired). After these acquisitions, the Group held 2,215,910 treasury shares, corresponding to 2.22% of its capital.

At 30 September 2014, the share capital of Martifer SGPS, S.A. was held in 42.7% by I'M SGPS, S.A., 37.5% by Mota-Engil SGPS, S.A., and 2.22% are treasury shares. The remaining 17.58% represents free-float listed in Euronext Lisbon.

Non-controlling interests

Movements in the non-controlling interests are as follows:

Opening balance 39,676,431 50,975,912 Net profit of the year (18,718,960) 1,468,120 Other changes in equity of subsidiaries (5,484,691) (123,481)
Changes in the consolidation perimeter (3,168,901) (75,672)
Transactions with non-controlling interests (9,006,587) 745,119
3,297,292 52,989,998
From continued operations (18,764,565) 50,106,597
From discontinued operations 22,061,857 2,883,401

The detail of the main non-controlling interests can be analysed as follows:

		% NON-CONTROLLING INTERESTS
30 SEPTEMBER 30 SEPTEMBER 2013 2014 PRO FORMA 1)		30 SEPTEMBER 2013	30 SEPTEMBER 2014
4,504,026		0.00%	25.00%	Martifer Metallic Constructions SGPS, S.A.
(3,890,335)		0.00%	25.00%	Martifer - Alumínios, S.A.
(3,213,574)		0.00%	25.00%	Martifer Aluminium Pty, Ltd
(15,979,698)		0.00%	25.00%	Martifer - Construções Metalomecânicas, S.A.
2,480,676 966,930		21.25%	40.94%	Martifer – Construções Metálicas Angola, S.A.
1,327,022 1,070,780		45.00%	45.00%	Martifer Renováveis - Geração de Energia e Participações S.A.
(2,480,310)		0.00%	25.00%	Martifer Polska Sp. Zo.o.
(2,398,620)		0.00%	25.00%	Martifer Constructii S.R.L.
9,866,945		54.00%	0.00%	Ventinveste Indústria SGPS, S.A.
22,061,857 40,692,618				Non-controlling interests attributable to non current assets held for sale (Note 20)
886,248 (2,490,676)				Others
50,106,597	3,297,292

The non-controlling interests at 30 September 2014 reflect the impact of the reduction of the equity investment in Martifer Metallic Constructions, held by Martifer SGPS from 100% to 75%, in result of the increase of equity in this company by the new shareholder Vector Diálogo SGPS, SA, and the classification of Martifer Solar and subsidiaries as non current asset held for sale (Note 20).

22. BORROWINGS

At 30 September 2014 and 31 December 2013, borrowings can be analysed as follows:

31 DECEMBER 2013	UNTIL 1 YEAR	BETWEEN 1 AND 3 YEARS	BETWEEN 3 AND 5 YEARS	MORE THAN 5 YEARS	TOTAL
Bank loans	57,100,333	46,334,767	91,213,197	55,289,820	249,938,117
Bank overdrafts	15,808,078	-	707,711	1,808,595	18,324,384
Authorized overdrafts	42,592,133	412,160	4,395,956	10,135,017	57,535,266
Commercial paper	8,000,000	3,000,000	3,250,000	-	14,250,000
Other borrowings	10,251,178	1,712,287	1,926,745	2,656,515	16,546,725
	133,751,722	51,459,214	101,493,609	69,889,947	356,594,492
Obligation under finance leases					18,274,697
Cash and cash equivalents					38,843,709
Derivatives					224,214
Net debt					335,801,266

30 SEPTEMBER 2014	UNTIL 1 YEAR	BETWEEN 1 AND 3 YEARS	BETWEEN 3 AND 5 YEARS	MORE THAN 5 YEARS	TOTAL
Bank loans	10,633,535	29,405,010	106,058,285	44,632,718	190,729,548
Bank overdrafts	14,796,284	325,531	976,594	1,302,125	17,400,534
Authorized overdrafts	50,645,512	816,080	2,823,241	8,091,978	62,376,811
Commercial paper	10,250,000	3,000,000	1,000,000		14,250,000
Other borrowings	11,839,430	861,540	1,050,279	2,213,763	15,965,012
	98,164,761	34,408,161	111,908,399	56,240,584	300,721,905
Obligation under finance leases					16,712,296
Cash and cash equivalents					21,281,278
Derivatives					(257,921)
Net debt					296,410,844

The Group continues focused on reducing net debt, as such, it continues committed to the process of selling non-core assets. As a note, the net debt at 31 December 2013 included the companies of 'Solar' segment, classified in 2014 as 'Non current asset held for sale'.

23. TRADE PAYABLES AND OTHER PAYABLES

At 30 September 2014 and 31 December 2013, trade payables and other payables can be analysed as follows:

NON CURRENT		CURRENT
30 SEPTEMBER 2014	31 DECEMBER 2013	30 SEPTEMBER 2014	31 DECEMBER 2013
11,615,426	11,972,874	70,871,188	130,031,422
	-	795,630	1,016,400
7,413	421,870	906,005	3,648,374
-	-	15,510,339	16,532,026
1,013,876	1,330,346	6,239,799	7,654,569
1,021,289	1,752,216	23,451,773	28,851,369
12,636,715	13,725,090	94,322,961	158,882,791

The balance of non-current 'Trade payables' is related, mainly, with retentions in works performed by external parties, which will be released after the period of guarantee.

At 30 September 2014 and 31 December 2013, the non-current balances due to related companies and other shareholders refer to loans obtained from joint-arrangements and associated companies, which bear interest at Euribor 3M increased by a 6.75% spread.

24. PROVISIONS

The information related with 'Provisions' as of 30 September 2014 and 31 December 2013 can be detailed as follows:

	30 SEPTEMBER 2014	31 DECEMBER 2013
Quality guarantees	1,499,528	3,335,399
Legal claims in progress	3,481,289	1,553,532
Provisions arising from the use of the equity method	5,939,737	5,450,401
Onerous contracts	22,000,000	16,043
Others	4,555,302	11,971,506
	37,475,856	22,326,882

The change in the Provisions, compared with 31 December 2013, is as follows:

	OPENING BALANCE	ADDITIONS	DEDUCTIONS	APPLICATIONS	CHANGE OF CONSOLIDATION PERIMETER, EXCHANGE RATE DIFFERENCES, TRANSFERS	CLOSING BALANCE
Quality guarantees	3,335,399	-	(14,962)	-	(1,820,909)	1,499,528
Legal claims in progress (Note 11)	4,387,432	7,965,986	(1,687)	(7,850,140)	(1,020,301)	3,481,290
Provisions arising from the use of the equity method	5,450,401	332,976	-	-	156,360	5,939,737
Onerous contracts (Note 11)	16,043	22,000,000	-	-	(16,043)	22,000,000
Others	9,137,606	323,359	(176,061)	(1,392,597)	(3,337,005)	4,555,302
	22,326,882	30,622,321	(192,710)	(9,242,737)	(6,037,898)	37,475,856

25. OTHER CURRENT LIABILITIES

At 30 September 2014 and 31 December 2013, other current liabilities are made up as follows:

	30 SEPTEMBER 2014	31 DECEMBER 2013
Accrued expenses
Holiday pay and bonuses	5,784,512	5,867,390
Interest borne but not yet overdue	5,519,558	3,922,237
Production performed by third parties not yet invoiced	1,169,473	4,865,198
Other accrued expenses	2,883,951	7,377,052
	15,357,494	22,031,877
Deferred income
Production invoiced and not yet performed (related to construction contracts)	15,036,751	20,350,406
Subsidies / Government grants	821,636	1,753,735
Other deferred income	2,845,782	2,691,439
	18,704,169	24,795,580
	34,061,664	46,827,457

The caption "Other accrued expenses" includes supplies and services rendered up to 30 September 2014 whose invoices were received after this date.

26. CONTINGENT LIABILITIES

There are no significant changes to the disclosed in the notes to the financial statements for the period ended 31 December 2013, with the exception of arbitration proceedings of Sostanj (Slovenia) and Manheim (Germany) which were already solved (Note 11).

27. COMMITMENTS

The nature of the Group's commitments did not change in comparison with 31 December 2013.

28. RELATED PARTIES

Group companies have commercial relations with each other that qualify as related parties transactions. All of these transactions are performed on an arm's length basis.

Consequently, all these transactions are eliminated, since the consolidated financial statements disclose information regarding the holding company and its subsidiaries as if they were a single entity.

The balances resulting from transactions performed with associate and jointly controlled companies, accounted through the equity method, are not eliminated. The amount of the balances not eliminated is approximately Euro 47 million, with special regard to the accounts receivable from Nutre Group, Solar and Ventinveste.

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 September 2014, that had affected significantly the financial position or performance of the Group.

29. SUBSEQUENT EVENTS

Since the date of the financial statements to the current date there is no subsequent events to be disclosed.

30. APPROVAL OF THE FINANCIAL STATEMENTS

The accompanying consolidated financial statements were approved by the Board of Directors on 3 November 2014.

31. 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, 3 November 2014

The Chief Accountant The Board of Directors

Isabel Cristina Loureiro Silva Carlos Manuel Marques Martins

__________________________________ Jorge Alberto Marques Martins

__________________________________ Mário Rui Rodrigues Matias

__________________________________ Arnaldo José Nunes da Costa Figueiredo

__________________________________ Luís Filipe Cardoso da Silva

__________________________________ Luís Valadares Tavares

__________________________________ Jorge Bento Ribeiro Barbosa Farinha