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Martifer Interim / Quarterly Report 2015

Aug 27, 2015

1938_ir_2015-08-27_88be9c22-87d6-4b08-bdb1-302095e417e0.pdf

Interim / Quarterly Report

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01 | MARTIFER GROUP

Highlights Key Financial Indicators Main Events

02 | FINANCIAL PERFORMANCE

Consolidated Results Analysis Revenues EBITDA and Net Profit Consolidated Capex Consolidated Capital Structure Analysis

03 | ANALYSIS BY SEGMENT

Metallic Constructions Renewables Solar

04 | MARTIFER SHARE PERFORMANCE

05 | FUTURE PROSPECTS

06 | INTERIM CONSOLIDATED FINANCIAL STATEMENTS

07 | NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS

NOTE: This translation into English of the Portuguese document was made only for the convenience of non-Portuguese speaking shareholders. For all intents and purposes, the Portuguese version shall prevail.

Contract

MARTIFER
GROUP

HIGHLIGHTS KEY FINANCIAL INDICATORS MAIN EVENTS

01 | MARTIFER GROUP

HIGHLIGHTS

  • • Operational recovery in 1st Half, with positive EBITDA (8.8 M€) and EBIT (1.4 M€) in all segments: Metallic Constructions, Renewables and Solar. It should be noted that the operational performance was penalized by the negative performance of the Metallic Constructions segment in Brazil, affected by the turbulent period in the construction sector and the Group's main clients in the country
  • • Order book in Metallic Constructions registers a 14 % YTD growth to 280 M€
  • • Net Debt with a reduction comparing with FY 2014, on a comparable perimeter (meaning without Solar)
  • • Management focused on the execution of the Action Plan for 2015 (conclusion of the financial restructuring process, improvement in process and in operational efficiency and reinforcement of the international presence)

MAIN FINANCIAL INDICATORS

M€ Jun-15 Jun-14 Var. (%)
Revenues 134.4 113.7 18%
EBITDA 8.8 7.8 13%
EBITDA Margin 7% 7% -0.3 pp
EBIT 1.4 -8.5 n.m.
EBIT Margin 1% -7% 8.5 pp
Financial Results -10.7 -12.0 11%
Profit before taxes -9.3 -20.6 55%
Income tax -0.7 -2.0 65%
Profit after taxes on continued operations -10.0 -22.5 56%
Discontinued operations' Result 0.1 -15.8 n.m.
Attributable to non-controlling interests -0.2 -7.2 98%
Attributable to shareholders 0.2 -8.5 n.m.
Net Profit -9.9 -38.3 74%
Attributable to non-controlling interests -1.4 -7.8 82%
Attributable to shareholders -8.5 -30.5 72%
Earnings per share € -0.087 -0.312 72%
M€ MARTIFER
CONSOLIDATED
METALLIC
CONSTRUCTIONS
RENEWABLES HOLDING SOLAR
(discontinued
activities)
1H15 1H15 1H15 1H15 1H15
Revenues 134.4 127.0 7.2 1.9 38.8
EBITDA 8.8 4.9 3.8 0.3 4.2
EBITDA Margin 7% 4% 53% 15% 11%
EBIT 1.4 1.9 0.0 -0.2 3.7
EBIT Margin 1% 2% 0% -12% 9%
Financial Results -10.7 -6.3 0.1 -4.4 -3.8
- Interests -8.6 -4.4 0.1 -4.3 -1.5
- Exchange differences -0.7 -0.6 -0.1 0.0 -1.0
- Other Net Financial Charges -1.4 -1.4 0.0 0.0 -1.4
- Results in affiliated companies 0.0 0.1 0.0 -0.1 0.1
Profit before taxes -9.3 -4.4 0.1 -4.7 -0.2
Income tax -0.7 -0.6 -0.1 0.0 -0.1
Discontinued operations' Result 0.1 0.0 0.0 0.0 0.0
Net Profit -9.9 -4.9 0.0 -4.7 -0.3
Attributable to non-controlling interests -1.4 0.3 0.0 0.0 -0.4
Attributable to shareholders -8.5 -5.2 0.0 -4.7 0.1

MAIN EVENTS

JANUARY 2015

West Sea signs the second shipbuilding contract

West Sea and Scenic Tours signed a contract for the construction of a ship hotel, Scenic Azure. With about 80 meters of length, the new ship will cruise in the Douro River and should be completed in February 2016.

APRIL 2015

Martifer Metallic Constructions was awarded a project in the transport sector in Latin America

Martifer Metallic Constructions was awarded the execution of the structural steelwork for the Bello Monte Station of Caracas' Underground, in Venezuela. The project should be concluded by the end of 2015.

MAY 2015

Martifer, SGPS, SA Annual General Meeting

On 14th May 2015, the annual meeting of Martifer SGPS, S.A. took place, with a participation of 80.38 % of its total share capital, and all the proposals on the Agenda present in the Call Notice were approved by unanimity.

SUBSEQUENT EVENTS

JULY 2015

West Sea enters a contract for the construction of two Offshore Patrol Vessels

West Sea was awarded, in Consortium with the company EDISOFT, S.A., the construction of two Offshore Patrol Vessels for the Portuguese Navy for an overall price of 77 million euros, net of VAT. West Sea holds an 83.64 % share in the Consortium. The enforceability of the contract entered into between the Portuguese Government and the Consortium is subject to the approval of the Portuguese Court of Auditors.

FINANCIAL
PERFORMANCE

CONSOLIDATED RESULTS ANALYSIS REVENUES EBITDA CONSOLIDATED CAPEX CONSOLIDATED CAPITAL STRUCTURE ANALYSIS

02 | FINANCIAL PERFORMANCE

RESULTS ANALYSIS

M€ Jun-15 Jun-14 Var. (%)
Revenues 134.4 113.7 18%
EBITDA 8.8 7.8 13%
EBITDA Margin 7% 7% -0.3 pp
Depreciation & Amortization -6.8 -7.5 9%
Provisions & Impairment Losses -0.6 -8.8 94%
EBIT 1.4 -8.5 n.m.
EBIT Margin 1% -7% 8.5 pp
Financial Results -10.7 -12.0 11%
Profit before taxes -9.3 -20.6 55%
Income tax -0.7 -2.0 65%
Profit after taxes on continued operations -10.0 -22.5 56%
Discontinued operations' Result 0.1 -15.8 n.m.
Attributable to non-controlling interests -0.2 -7.2 98%
Attributable to shareholders 0.2 -8.5 n.m.
Net Profit -9.9 -38.3 74%
Attributable to non-controlling interests -1.4 -7.8 82%
Attributable to shareholders -8.5 -30.5 72%
Earnings per share € -0.087 -0.312 72%

TOTAL REVENUES

At the end of the 1st Half 2015 the total revenues reached 134.4 million euros (113.7 million euros in the 1st Half 2014), 94 % of which coming from the Metallic Constructions segment and 5 % from the Renewables segment.

Jun-15 Jun-14
REVENUES M€ WEIGHT M€ WEIGHT VAR. (%)
Martifer Consolidated 134.4 100% 113.7 100% 18%
Metallic Constructions 127.0 94% 94.3 83% 35%
Renewables 7.2 5% 19.4 17% -63%
Other 0.3 0% 0.1 0% >100%

The Group continues its internationalization strategy, being the revenues breakdown by country as follows:

EBITDA AND NET PROFIT

In the 1st Half 2015, EBITDA was positive in 8.8 million euros, with the contribution of the Metallic Constructions segment (4.9 million euros), as well as with the Renewables segment (3.8 million euros).

EBITDA Jun-15 Jun-14
€M MARG. M€ MARG. VAR. (%)
Martifer Consolidated 8.8 7% 7.8 7% 13%
Metallic Constructions 4.9 4% -2.8 -3% n.m.
Renewables 3.8 53% 11.0 57% -65%
Other 0.0 5% -0.5 -459% n.m.

Consolidated Financial Results were negative in 10.7 million euros; however, showing an improvement compared to the financial results of the 1st Half 2014.

Consolidated Net Profit reached -9.9 million euros, therefore showing a 55 % improvement YoY, being strongly penalized by the financial results.

Jun-15 Jun-14
NET PROFIT M€ WEIGHT M€ WEIGHT VAR. (%)
Martifer Consolidated -9,9 100% -38,3 100% 74%
Metallic Constructions -4,9 50% -21,9 57% 77%
Renewables 0,0 0% 5,6 -15% n.m.
(*)
Solar (discontinued activity)
-0,3 3% -16,9 44% 98%
Other -4,7 47% -5,1 13% 8%

* Consolidated results for the Solar segment (in the 1st half 2015 the contribution to the Group was 0.1 million euros). The difference is due to intragroup eliminations between segments included under "Other".

CAPEX

The amount of investment in fixed assets in the 1st Half 2015 was 3.2 million euros, resulting from the investment in the Metallic Constructions segment (2.5 million euros), especially in the reinforcement of the operational capacity in West Sea (Shipyard in Viana do Castelo) and in the Renewables segment (0.7 million euros), mainly referring to projects under development in Brazil and in Poland.

INVESTMENT IN TANGIBLE AND INTANGIBLE ASSETS 2007 – 1H2015 (M€)

CAPEX Jun-15 Jun-14
M€ PESO M€ PESO VAR. (%)
Martifer Consolidated 3.2 100% 8.5 100% -62%
Metallic Constructions 2.5 79% 7.9 93% -68%
Renewables 0.7 21% 0.6 7% 9%
Others 0.0 0% 0.0 0% -72%

CAPITAL STRUCTURE ANALYSIS

FINANCIAL POSITION

€M Jun-15 Dec-14 VAR. %
Fixed Assets (including Goodwill) 176.0 181.7 -3%
Other non-current assets 73.2 91.2 -20%
Inventory and Receivables 216.9 188.5 15%
Cash and cash equivalents 25.3 23.0 10%
Non-current assets held for sale 139.2 148.3 -6%
Total Assets 630.5 632.7 0%
Shareholders Equity 32.0 40.3 -21%
Non-controlling interests -24.7 -22.9 -8%
Non-controlling interests related with non-current assets held for sale -1.5 -2.1 27%
Total Equity 5.8 15.3 -62%
Non-current debt and leasings 216.5 229.4 -6%
Other non-current liabilities 39.9 36.5 9%
Current debt and leasings 81.5 76.1 7%
Other current liabilities 166.3 143.4 16%
Liabilities related with non-current assets held for sale 120.4 132.0 -9%
Total Liabilities 624.7 617.4 1%

The total assets registered a slight decrease when compared to the end of 2014 totalling 630.5 million euros, whereas non-current assets reached 249.1 million euros, registering a 23.8 million euros decrease.

Equity on 30th June 2015 totalled 5.8 million euros, which compares with 15.3 million euros on 31st December 2014.

NET DEBT

The Group's Consolidated Net Debt (Borrowings + Financial Leases (+/-) Derivatives – Cash and Cash Equivalents) on 30th June 2015 totalled 273 million euros, showing a 10 million euros decrease when compared to the end of 2014. In 2014, the Group decided to sell Martifer Solar, classifying it as an asset held for sale (*).

€M Metallic Constructions Renewables Solar Holding Martifer Consolidated
Net Debt 1H2015 106 39 * 129 273
Net Debt FY 2014 114 41 * 128 283
Net Debt FY 2013* 127 13 51 144 336

The Group continues focused on the Net Debt reduction process, so it will continue to be committed to selling non-core assets.

TREND OF CONSOLIDATED NET DEBT (€M)

ANALYSIS
BY SEGMENT

METALLIC CONSTRUCTIONS RENEWABLES SOLAR

03 | ANALYSIS BY SEGMENT

METALLIC CONSTRUCTIONS

ACTIVITY

The order book at the end of the 1st half 2015 totalled 280 million euros and was spread throughout several countries in different geographical regions.

ORDER BOOK BY GEOGRAPHY

Geography Value (M€) %
Africa 62 22%
Algeria 16 6%
Sub-Saharan Africa 46 16%
Latin America 24 9%
Eastern Europe and the Middle East 28 10%
Western Europe 166 59%
Metallic Constructions 87 31%
Naval Industry 79 28%
TOTAL 280 100%

RESULTS

€M Jun-15 Jun-14 VAR. %
Revenues 127.0 94.3 35%
EBITDA 4.9 -2.8 n.m.
EBITDA margin 4% -3% 6.9 pp
Depreciation & Amortization -3.2 -3.4 4%
Provisions & Impairment Losses 0.2 -8.0 n.m.
EBIT 1.9 -14.2 n.m.
EBIT margin 2% -15% 16.5 pp
Financial Results -6.3 -7.6 17%
Profit before taxes -4.4 -21.8 80%
Income tax -0.6 -0.1 <-100%
Net Profit -4.9 -21.9 77%
Attributable to non-controlling interests 0.3 0.1 >100%
Attributable to shareholders -5.2 -22.0 76%

Revenues in the Metallic Constructions segment in the 1st Half 2015 reached 127 million euros (94.3 million euros in the same period of the previous year). Revenues of this segment remain focused on the foreign market.

The EBITDA in the 1st Half 2015 was positive in 4.9 million euros, showing a significant increase compared to the 1st Half 2014.

The Financial Results totalled -6.3 million euros which, despite a reduction of 1.3 million euros compared with the same period of the previous year, have a significant negative contribution in the net profit of the period.

The Net Profit in the 1st Half 2015 totalled -4.9 million euros, showing a 77 % improvement YoY.

Total CAPEX in the 1st Half 2015 was around 2.5 million euros, mostly related to the reinforcement of the operational capacity in West Sea (Shipyard in Viana do Castelo).

RENEWABLES

ACTIVITY

Martifer Renewables has currently 49 MW of wind farms and solar parks in operation in Spain and in Romania contributing to the revenues. In Portugal, this business area controls 50 % of the wind farms in operation with a 31 MW capacity, which contribute to results through the equity method.

RESULTS

€M Jun-15 Jun-14 VAR.%
Revenues 7,2 19,4 -63%
EBITDA 3,8 11,0 -65%
EBITDA margin 53% 57% -3,5 pp
Depreciation & Amortization -3,0 -3,3 8%
Provisions & Impairment Losses -0,8 -0,8 3%
EBIT 0,0 6,9 -100%
EBIT margin 0% 36% -35,5 pp
Financial Results 0,1 0,5 -81%
Profit before taxes 0,1 7,4 -99%
Income tax -0,1 -1,8 94%
Net Profit 0,0 5,6 n.m.
Attributable to non-controlling interests 0,0 3,1 -100%
Attributable to shareholders 0,0 2,4 n.m.

The total Revenues of the Renewables segment in the 1st Half 2015 reached 7.2 million euros, which compares with 19.4 million euros YoY and results mainly from the activity of the wind farm in Romania and the solar plants in Spain.

The EBITDA totalled 3.8 million euros in the 1st Half 2015. In June 2014 the EBITDA was 11 million euros, being impacted not only by the wind and solar farms in operation, totalling 49 MW, but also by the sale of wind farms in Brazil.

The Net Debt at the end of the 1st Half 2015 was 39.6 million euros, showing a reduction of around 2 million euros compared with the end of 2014.

DISCONTINUED ACTIVITIES' RESULTS (SOLAR)

In September 2014, the Group classified the solar business unit (consisting of Martifer Solar, SA and its subsidiaries) as a non current asset held for sale. This change resulted from the fact that Martifer is currently putting into action its plan to sell its economic interest (currently 55 %) in Martifer Solar.

Since the requirements of IFRS 5 are 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 separate lines from the Group's remaining consolidated assets and liabilities on 30th June 2014.

Therefore, the discontinued operations' Result (0.1 million euros) corresponds to the Net Profit of the Solar activity attributable to the Group.

ACTIVITY

The backlog of (signed) turnkey contracts is 302 million euros, with Europe and Asia representing almost 91 % of the total amount.

Geography Total %
Africa 21 7%
America 5 2%
Asia 109 36%
Western Europe 167 55%
TOTAL 302 100%

RESULTS

€M Jun-15 Jun-14 VAR.%
Revenues 38,8 53,5 -27%
EBITDA 4,2 -12,1 n.m.
EBITDA Margin 11% -23% 33,6 pp
Depreciation & Amortization -1,4 -1,3 -5%
Provisions & Impairment Losses 0,8 -1,4 n.m.
EBIT 3,7 -14,8 n.m.
EBIT margin 9% -28% 37,2 pp
Financial Results -3,8 -1,9 -97%
Profit before taxes -0,2 -16,8 99%
Income tax -0,1 -0,1 -25%
Net Profit -0,3 -16,9 98%
Attributable to non-controlling interests -0,4 -0,5 24%
Attributable to shareholders 0,1 -16,4 n.m.

Revenues in the 1st Half 2015 registered an around 27 % decrease compared to the same period of the previous year, totalling 38.8 million euros, versus 53.5 million euros registered YoY, essentially justified by the delay in some projects (in the UK and in Jordan) and also by the delay on the sale of some assets (in the UK).

The EBITDA in the 1st Half 2015 was positive, 4.2 million euros, with a margin of around 11 % versus -23 % in the 1st Half 2014.

The Net Debt at the end of the 1st Half 2015 was 53.6 million euros, showing a reduction of around 4 million euros when compared to the end of 2014.

04 | MARTIFER SHARE PERFORMANCE

SHARE PERFORMANCE

Source: Reuters

TRADED VOLUME ('000 shares)

Source: Reuters

The performance of the stock markets in the 1st Half 2015 was globally positive, highlighted in particular by the variations associated with the situation in Greece. In fact, the technical default and the probability of this country leaving the Euro Zone during the negotiations with its creditors lead to sharp drops in the main European indexes, being the Portuguese index one of the most affected. Globally, during this quarter, the performance of European shares, EuroStoxx50, showed an accumulated increase of around 11 % and the Portuguese shares of around 15.6 %.

During the 1st Half 2015 Martifer's share value increased around 65 %.

Martifer's share price closed the 1st Half 2015 at 0.309 €/share. The maximum price achieved was 0.475 €/share and the minimum 0.195 €/share which, in turn, was also the first quote of the year 2015.

The average daily volume of shares traded during the 1st Half 2015 was 90 283 shares, much less than the average daily volume of shares traded in the 1st Quarter, around 114 033 shares.

Martifer's market value on 30th June 2015 was 30.9 million euros.

FUTURE
PROSPECTS

05 | FUTURE PROSPECTS

The Group remains focused on the goals defined for 2015:

1. Adoption of a new organizational model

  • Resizing and readapting the structure
  • Improvement of the business processes and operational efficiency
  • 2. Decrease of indebtedness through the divestment in non-core businesses and sale of non-core assets, allowing:
  • A reduction of the cash costs
  • A gradual debt reduction
  • 3. Reinforcement of the international presence, focusing on three core geographies (Europe and the Middle East, Africa and Latin America) and in attractive opportunities profitable above average.
  • 4. Focus on the Group's original business area Metallic Constructions in its several segments: metal mechanical constructions, aluminium and glass façades, infrastructures for oil & gas and the naval industry.

It is based on this strategy that the Group expects to overcome challenges, aiming to ensure its long term sustainability.

Oliveira de Frades, 27th August 2015

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)

Pedro Nuno Cardoso Abreu Moreira (Member of the Board of Directors)

Luís Valadares Tavares (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)

MANDATORY INFORMATION

SHAREHOLDINGS OF THE MEMBERS OF THE MANAGEMENT AND SUPERVISORY BODIES

In accordance with articles 447 and 448 of the Portuguese Companies Code, the securities issued by Martifer SGPS, SA and companies dominated by it, held by members of the governing bodies in the period from 1st January 2015 through to 30th June 2015, are the following:

HOLDER GOVERNING BODY NO. SHARES HELD ON 30/06/2015
Carlos Manuel Marques Martins Board of Directors 420,542
Jorge Alberto Marques Martins Board of Directors 230,260
I'M – SGPS, S.A. * Board of Directors 42,697,047
Arnaldo José Nunes da Costa Figueiredo Board of Directors 3,000
MOTA-ENGIL, SGPS, S.A. ** Board of Directors 37,500,000
Luís Valadares Tavares Board of Directors -
Jorge Bento Ribeiro Barbosa Farinha Board of Directors -
Pedro Nuno Cardoso Abreu Moreira Board of Directors -
Américo Agostinho Martins Pereira Supervisory Board -
Carlos Alberto da Silva e Cunha Supervisory Board -
Paulo Sérgio Jesus das Neves Supervisory Board -
Hermínio António Paulos Afonso Statutory Auditor, representing
PricewaterhouseCoopers
-
José Nunes Oliveira Chairman of the General Meeting -

* Directors Carlos Manuel Marques Martins and Jorge Alberto Marques Martins are holders of the share capital of I'M SGPS, SA and are, respectively, its Chairman of the Board of Directors and Director

** Director Arnaldo José Nunes da Costa Figueiredo is a Director of MOTA-ENGIL, SGPS, S.A.

EVENTS DESCRIBED IN ARTICLE 447 OF THE PORTUGUESE COMPANIES CODE

NAME OF THE MEMBER
OF THE GOVERNING BODY
GOVERNING BODY NO. SHARES HELD
Carlos Manuel Marques Martins Board of Directors 420,542
Jorge Alberto Marques Martins Board of Directors 230,260
Arnaldo Nunes da Costa Figueiredo Board of Directors 3,000
Pedro Nuno Cardoso Abreu Moreira Board of Directors -
Luis António de Valadares Tavares Board of Directors -
Jorge Bento Ribeiro Barbosa Farinha Board of Directors -
Américo Agostinho Martins Pereira Supervisory Board -
Carlos Alberto da Silva e Cunha Supervisory Board -
Paulo Sérgio Jesus das Neves Supervisory Board -
António Baia Engana Supervisory Board -

Directors Carlos Manuel Marques Martins and Jorge Alberto Marques Martins, respectively Chairman and Vice-Chairman of the Board of Directors, besides the shares held as described above, are sole equal shareholders of I'M SGPS, SA, that on 30th June 2015 held a total of 42.697.047 shares of Martifer SGPS, S.A.

Transactions by the members of the governing bodies in the 1st Half 2015:

MEMBER OF THE GOVERNING BODY DATE PURCHASE ALIENATION AVERAGE PRICE
Carlos Manuel Marques Martins* 07-01-2015 20,000 - 0.196
Carlos Manuel Marques Martins* 15-01-2015 8,524 - 0.217
Carlos Manuel Marques Martins* 16-01-2015 6,600 - 0.212
Carlos Manuel Marques Martins* 16-01-2015 217 - 0.214
Carlos Manuel Marques Martins* 20-01-2015 1,381 - 0.215
Carlos Manuel Marques Martins* 26-01-2015 5,420 - 0.219
Carlos Manuel Marques Martins* 28-01-2015 2,740 - 0.219
Carlos Manuel Marques Martins* 29-01-2015 26,619 - 0.217
Carlos Manuel Marques Martins* 02-02-2015 1,941 - 0.214

* Purchases by the company Black & Blue, S.A. (Carlos Manuel Marques Martins is a shareholder and a Board member of this company)

HOLDERS OF QUALIFYING SHAREHOLDINGS

According to paragraph 1C) of article 9 of CMVM regulation number 5/2008, and fulfilling article 448 of the Portuguese Companies Code, the following is the list of qualifying shareholders, with an indication of the number of shares and percentage of voting rights held, calculated according to article 20 of the Securities Code (CMVM), as of 30th June 2015:

SHAREHOLDERS NO. OF SHARES % OF SHARE CAPITAL % OF VOTING RIGHTS 1
I'M – SGPS, S.A. 42,697,047 42.70% 43.66%
Carlos Manuel Marques Martins* 420,542 0.42% 0.43%
Jorge Alberto Marques Martins* 230,260 0.23% 0.24%
Total Imputable to I'M – SGPS, SA 43,347,849 43.35% 44.33%
Mota-Engil – SGPS, S.A. 37,500,000 37.50% 38.35%
Arnaldo José Nunes da Costa Figueiredo ** 3,000 0.00% 0.00%
Total Imputable to Mota-Engil , SGPS, SA 37,503,000 37.50% 38.35%

1 % Voting rights = Number shares / (N. º Number shares – Own shares)

* Holder of a position in the Governing Bodies of I'M SGPS, SA

** Holder of a position in the Governing Bodies of Mota-Engil SGPS, SA

STATEMENT OF COMPLIANCE ACCORDING TO ARTICLE 246, NUMBER 1, PARAGRAPH C) OF THE SECURITIES CODE (CMVM)

(Free translation from the original in Portuguese)

Dear Shareholders,

According to article 246, number 1, paragraph c) of the Securities Code (CMVM) and to the best of our knowledge:

(i) the information contained in the consolidated management report faithfully reports the evolution of trading, the performance and the position of Martifer SGPS, SA and of the companies in its consolidation perimeter and contains a description of the main risks and uncertainties facing its business; and

(ii) the information contained in its financial statements and accompanying notes was prepared in accordance with the applicable accounting practices, giving a true and fair view of the assets, liabilities, financial position and financial results of Martifer SGPS, SA and of the companies included in its consolidation perimeter

Oliveira de Frades, 27th August 2015

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)

Pedro Nuno Cardoso Abreu Moreira (Member of the Board of Directors)

Luís Valadares Tavares (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)

College

COL

ERIM N CONSOLIDATED
FINANCIAL
STATEMENTS

05 | INTERIM CONSOLIDATED FINANCIAL STATEMENTS

CONSOLIDATED INCOME STATEMENTS FOR THE 1ST HALF 2015 AND 2014 AND FOR THE 2 ND QUARTERS OF 2015 AND OF 2014

(amounts expressed in Euro)

(The translation of the consolidated financial statements was originally issued in Portuguese - Note 31)

NOTES ST HALF 2015
1
(NON-AUDITED)
ST HALF 2014
1
(NON-AUDITED)
ND QUARTER
2
2015
(NON-AUDITED)
ND QUARTER
2
2014
(NON-AUDITED)
Sales and services rendered 3, 4 123,808,925 91,195,718 66,124,495 41,515,873
Other income 5 10,617,708 22,514,629 4,825,598 16,608,422
Cost of goods sold 6 (36,828,346) (24,982,238) (19,167,718) (11,454,066)
Subcontractors 7 (29,924,328) (18,322,809) (19,107,390) (8,313,541)
External supplies and services 8 (27,377,750) (26,082,813) (13,518,767) (12,941,045)
Staff costs 9 (28,701,354) (29,573,999) (14,639,124) (14,594,684)
Other expenses 10 (2,810,536) (6,984,188) (1,174,802) (4,201,656)
3 8,784,319 7,764,300 3,342,292 6,619,303
Amortizations 3 (6,786,562) (7,494,213) (3,326,638) (3,645,317)
Provisions 11 (477,463) (8,172,266) (373,705) (8,129,921)
Impairment losses 11 (91,516) (602,396) 34,112 (594,883)
Operating income 3 1,428,778 (8,504,575) (323,939) (5,750,818)
Financial income 12 3,204,473 2,104,379 966,912 1,177,482
Financial expenses 12 (13,905,535) (14,317,772) (7,214,699) (7,071,059)
Gains / (losses) on associate companies and joint arrangements 13 (12,854) 167,618 (350,429) (480,918)
Profit before tax of continued operational units (9,285,138) (20,550,351) (6,922,155) (12,125,314)
Income tax 14 (675,194) (1,951,825) (428,694) (1,970,934)
Profit after tax of continued operational units (9,960,332) (22,502,176) (7,350,849) (14,096,249)
Discontinued activities' result
Attributable to:
20 64,729 (15,762,716) 43,972 (11,775,939)
non-controlling interests 20 (157,165) (7,247,480) (156,615) (5,329,196)
owners of Martifer 20, 21 221,894 (8,515,236) 200,588 (6,446,743)
Profit for the period 3 (9,895,603) (38,264,893) (7,306,876) (25,872,188)
Attributable to:
non-controlling interests 21 (1,379,889) (7,773,650) (1,477,116) (5,710,304)
owners of Martifer (8,515,714) (30,491,243) (5,829,760) (20,161,886)
Earnings per share:
Basic 15 (0.0871) (0.3118) (0.0871) (0.0871)
from continuing operations (0.0894) (0.2247) (0.0617) (0.1403)
from discontinued operations 0.0023 (0.0871) 0.0021 (0.0659)
Diluted 15 (0.0871) (0.3118) (0.0871) (0.0871)
from continuing operations (0.0894) (0.2247) (0.0617) (0.1403)
from discontinued operations 0.0023 (0.0871) 0.0021 (0.0659)

Note: In September 2014, the Group classified the solar business unit (composed of 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 Income Statement and the values YoY were adjusted to allow comparison. The breakdown of these contributions is included in the Notes to Consolidated Financial Statements (Note 20).

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE 1ST HALF 2015 AND 2014 AND FOR THE 2ND QUARTERS OF 2015 AND OF 2014

(amounts expressed in Euro)

(The translation of the consolidated financial statements was originally issued in Portuguese - Note 31)

ST HALF 2015
1
(NON-AUDITED)
ST HALF 2014
1
(NON-AUDITED)
ND QUARTER
2
2015
(NON-AUDITED)
ND QUARTER
2
2014
(NON-AUDITED)
(9,895,603) (38,264,893) (7,306,876) (25,872,189)
135,945 (454,247) 83,858 (298,135)
(2,063,311) 5,100,294 (3,207,366) 5,151,583
(1,927,366) 4,646,047 (3,123,508) 4,853,448
-
(11,822,969) (33,618,846) (10,430,384) (21,018,742)
-
(4,473,350)
(9,636,171) (26,958,191) (8,521,942) (16,545,392)
-
-
(10,140,727) (22,324,671) (8,246,271) (13,976,715)
(1,682,242) (11,294,175) (2,184,113) (7,042,028)
(2,186,798) (6,660,655) (1,908,441)

Note: In September 2014, the Group classified the solar business unit (composed of 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 Income Statement and the values YoY were adjusted to allow comparison. The breakdown of these contributions is included in the Notes to Consolidated Financial Statements (Note 20).

CONSOLIDATED STATEMENTS OF THE FINANCIAL POSITION ON 30TH JUNE 2015 AND ON 31ST DECEMBER 2014

(amounts expressed in Euro)

(The translation of the consolidated financial statements was originally issued in Portuguese - Note 31)

NOTES 30TH JUNE 2015
(NON-AUDITED)
31ST DECEMBER 2014
ASSETS
Non-current assets
Goodwill 11,001,424 10,980,675
Intangible assets 3,559,663 4,327,472
Tangible assets 161,395,838 166,415,160
Investment property 14,367,300 14,367,300
Financial assets under the equity method 16 7,936,215 7,798,516
Available for sale investments 17 3,474,145 2,191,512
Other non-current receivables 18 42,727,287 62,150,851
Deferred tax assets 4,670,717 4,720,190
249,132,589 272,951,676
Current assets
Inventories 13,248,442 15,135,531
Trade receivables 18 92,379,243 87,582,767
Other receivables 18 56,292,283 36,187,928
Income tax 821,105 744,905
Current tax assets 8,919,804 7,974,973
Other current assets 19 45,222,007 40,904,841
Cash and cash equivalents 25,284,961 22,981,322
Non-current Assets held for sale 20 139,218,718 148,265,754
381,386,563 359,778,022
Total assets 3 630,519,152 632,729,698
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 (193,130,316) (99,805,371)
Profit for the year (8,515,714) (93,535,824)
Equity attributable to owners of Martifer 31,985,451 40,290,287
Non-controlling interests 21 (24,681,338) (22,882,274)
Non-controlling interests attributable to non-current assets held for sale 20, 21 (1,503,094) (2,060,023)
Total equity 5,801,019 15,347,990
LIABILITIES
Non-current liabilities
Borrowings 22 203,930,090 215,538,471
Obligations under finance leases 12,588,127 13,830,713
Other non-current liabilities 23 15,986,599 12,381,230
Provisions 24 22,986,735 23,199,209
Deferred tax liabilities 930,562 930,496
256,422,113 265,880,119
Current liabilities
Borrowings 22 78,361,663 73,645,092
Obligation under finance leases 3,164,357 2,481,603
Trade payables 23 71,894,446 63,638,919
Other payables 23 23,234,648 27,179,264
Income tax 1,126,078 1,258,326
Current tax liabilities 8,273,924 8,995,347
Other current liabilities 25 61,597,972 42,091,465
Derivatives 212,244 216,614
Liabilities related to non-current assets held for sale 20 120,430,689 131,994,958
368,296,021 351,501,588
Total liabilities 3 624,718,133 617,381,707
Total equity and liabilities 630,519,152 632,729,698

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY FOR THE 6 MONTH PERIODS ENDED ON 30TH JUNE OF 2015 AND OF 2014

(amounts expressed in Euro)

(The translation of the consolidated financial statements was originally issued in Portuguese - Note 31)

ISSUED
CAPITAL
SHARE
PREMIUM
TREASURY
STOCK
FAIR VALUE
RESERVES
CASH FLOW HEDGE
FOREIGN
CURRENCY
TRANSLATION
OTHER
RESERVES
NET PROFIT EQUITY ATTRIBUTABLE TO
OWNERS OF THE PARENT
NON
CONTROLLING
TOTAL
EQUITY
DERIVATIVES RESERVES INTERESTS
Balance on 1st 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 PERIOD:
Profit for the period - - - - - - (30,491,243) (30,491,243) (7,773,650) (38,264,893)
Exchange differences arising from
(i) translating foreign operations and
(ii) net investment in subsidiaries
- - - - 3,891,147 - - 3,891,147 1,205,643 5,096,790
Goodwill in foreign currency - - - - 1,927 - - 1,927 1,577 3,503
Revaluation of land and buildings - - - - - - - - -
Other changes in equity of subsidiaries - - - (360,021) - - - (360,021) (94,225) (454,247)
Total comprehensive income for the period - - - (360,021) 3,893,074 - (30,491,243) (26,958,191) (6,660,655) (33,618,846)
Other changes in equity of subsidiaries - - - - - (4,652,795) - (4,652,795) (3,839,021) (8,491,816)
Changes in the Consolidation perimeter - - - - - 27,688 - 27,688 (2,891,441) (2,863,753)
Non-controlling interests transactions - - - - - 35,655,735 - 35,655,735 (7,655,735) 28,000,000
Balance on 30th June 2014 50,000,000 186,500,000 (2,868,519) (52,447) (18,097,483) (80,902,289) (30,491,243) 104,088,019 18,629,578 122,717,597
Balance on 1st January 2015 50,000,000 186,500,000 (2,868,519) 4,004 (19,282,953) (80,526,421) (93,535,824) 40,290,287 (24,942,297) 15,347,990
Appropriation of the profit of 2014 - - - (93,535,824) 93,535,824 - - -
COMPREHENSIVE INCOME FOR THE PERIOD:
Profit for the period - - - - - - (8,515,714) (8,515,714) (1,379,889) (9,895,603)
Exchange differences arising from
(i) translating foreign operations and
(ii) net investment in subsidiaries
- - - - (1,232,833) - - (1,232,833) (849,267) (2,082,100)
Goodwill in foreign currency - - - - 10,334 - - 10,334 8,455 18,789
Revaluation of land and buildings - - - 102,042 - - - 102,042 33,903 135,945
Other changes in equity of subsidiaries - - - 102,042 (1,222,499) - (8,515,714) (9,636,171) (2,186,798) (11,822,969)
Capital increase in subsidiaries - - - - - - - - 957,988 957,988
Other changes in equity of subsidiaries - - - - - 1,183,816 - 1,183,816 9,090 1,192,906
Changes in the Consolidation perimeter - - - - - 164,637 - 164,637 (39,477) 125,160
Non-controlling interests transactions - - - - - (17,117) - (17,117) 17,062 (55)
Balance on 30th June 2015 50,000,000 186,500,000 (2,868,519) 106,046 (20,505,452) (172,730,909) (8,515,714) 31,985,451 (26,184,432) 5,801,019

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE 1ST HALF OF 2015 AND 2014 AND FOR THE 2ND QUARTERS OF 2015 AND OF 2014

(amounts expressed in Euro)

(The translation of the consolidated financial statements was originally issued in Portuguese - Note 31)

ND QUARTER
2
ND QUARTER
2
ST HALF 2015
1
ST HALF 2014
1
2015 2014
(NON-AUDITED) (NON-AUDITED) (NON-AUDITED) (NON-AUDITED)
OPERATING ACTIVITIES
Receipts from customers 149,954,293 136,527,481 82,265,433 53,584,297
Payments to suppliers (110,599,394) (96,819,055) (67,427,972) (43,476,520)
Payments to employees (27,286,988) (29,637,801) (14,154,164) (14,874,305)
Cash generated from operations 12,067,911 10,070,625 683,298 (4,766,528)
Income tax paid (831,393) (3,558,075) (671,481) (3,509,878)
Other receipts/(payments) relating to operating activities 2,630,222 (8,318,204) 534,518 (9,225,948)
Cash generated from other operating activities 1,798,829 (11,876,278) (136,963) (12,735,827)
Net cash generated by operating activities from discontinued operations (6,521,944) (7,985,687) (1,980,553) (6,206,211)
Net cash generated by operating activities (1) 7,344,797 (9,791,340) (1,434,218) (23,708,566)
INVESTING ACTIVITIES
Receipts arising from:
Financial assets 1,120,926 278,195 1,120,926 278,195
Intangible assets - 711,122 - 465,277
Tangible assets 1,486,801 8,408,202 1,221,255 5,816,851
Investment grants - 134,173 - 128,668
Interest and similar income 669,032 248,419 486,812 (104,575)
Dividends - - -
Others 529,005 3,068,543 379,224 2,996,694
3,805,764 12,848,654 3,208,217 9,581,109
Payments arising from:
Tangible assets (3,606,362) (9,016,466) (1,866,069) (4,656,681)
Intangible assets (48,220) (131,087) (46) 59,304
Others (347,126) (136,111) 3,059 143,458
(4,001,708) (9,283,664) (1,863,056) (4,453,919)
Net cash generated by investing activities from discontinued operations 527,178 172,312 260,283 (104,460)
Net cash generated by investing activities (2) 331,234 3,737,302 1,605,443 5,022,730
FINANCING ACTIVITIES
Receipts arising from:
Borrowings 106,505,609 221,383,489 56,349,447 130,250,827
Issue of equity shares, supplementary capital and share premiums - 15,000,000 - 15,000,000
Others 42,593 1,451 17,795 (1,233,792)
106,548,202 236,384,940 56,367,242 144,017,035
Payments arising from:
Borrowings (111,661,309) (209,718,604) (55,702,435) (117,341,966)
Leasings (335,451) (385,402) (64,798) (256,922)
Interest and similar costs (5,458,586) (11,287,430) (3,232,506) (5,557,167)
Reduction of capital and other reserves - (10,122,183) - (10,122,183)
Others (11,410)
(117,466,756)
(96,079)
(231,609,698)
(4,977)
(59,004,716)
(27,745)
(133,305,983)
Net cash generated by financing activities from discontinued operations
Net cash generated by financing activities (3)
8,542,139
(2,376,415)
(1,730,787)
3,044,455
6,861,329
4,223,855
(5,359,599)
5,351,453
Net increase in cash and cash equivalents (4)=(1)+(2)+(3)
Changes in the consolidation perimeter and others
5,299,616
30,345
(3,009,583)
788,435
4,395,081
(5,160)
(13,334,384)
788,435
Effect of foreign exchange currencies (586,012) 362,246 (1,382,874) (51,602)
Cash and cash equivalents at the beginning of the period
Cash and cash equivalents at the end of the period 28,456,245 38,843,709 30,193,147 49,582,358
from continuing operations
from discontinued operations 25,284,961 30,738,650 25,284,961 30,738,650
Changes in the consolidation perimeter and others 7,915,232 6,246,157 7,915,232 6,246,157

NOTE: In September 2014, the Group started to classify the solar business unit (composed of 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 cash flows, coming from this segment, is presented in an autonomous line in the Consolidated Statements of Cash Flows and the values YoY were adjusted to allow comparison (Note 20).

06 | NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS

INTRODUCTORY NOTE

Martifer SGPS, S.A., headquartered in Zona Industrial, Oliveira de Frades – Portugal ('Martifer SGPS' or 'the Company'), and its group of companies ('Group'), have as their main activity the construction of steel infrastructures (Steel Structures, Aluminium and Glass Façades, Oil & Gas Infrastructures and the Shipbuilding Industry) and the promotion and development of renewable energy projects (Note 3).

Martifer SGPS was founded on 29th 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 founded 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.

On 30th June 2015, the Group develops its activity mainly in Western Europe (in Portugal, in Spain, in France and in the United Kingdom), in Eastern Europe (in Slovakia and in Romania), in the Middle East (in Saudi Arabia), in Latin America (in Brazil), in the Sub-Saharan Africa (in Angola and in Mozambique) and in Algeria.

The accompanying notes were selected to help the understanding of the most significant changes in the financial position and the financial performance of the Group since the last annual reporting, dated 31st December 2014.

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

These consolidated financial statements haven't been audited.

1. ACCOUNTING POLICIES

BASIS OF PREPARATION

These accompanying consolidated financial statements relate to the consolidated financial statements of 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 1st January 2015. These are the International Financial Reporting Standards issued by the International Accounting Standards Board ("IASB"), and the interpretations were 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 on 30th June 2015 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 on 31st December 2014 and disclosed in the corresponding notes.

The accounting standards that entered into force on 1st January 2015 did not cause major changes in the financial information hereby presented.

The consolidated financial statements are 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 carried out taking into consideration the best knowledge available of the events and the negotiations in progress on the day of the approval of the financial statements.

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, on 30th June 2015 and on 31st December 2014 are as follows:

COMPANIES CONSOLIDATED USING THE FULL CONSOLIDATION METHOD

SHARE CAPITAL HELD PERCENTAGE FY 2014
COMPANY HEAD OFFICE DESIGNATION DIRECTLY INDIRECTLY TOTAL TOTAL
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% 75.00%
Martifer - Construções Metalomecânicas, S.A. Oliveira de Frades Martifer Construções - 79.18% 79.18% 79.18%
Martifer Mota-Engil Coffey Construction Joint
Venture Limited
Dublin MMECC 1) - 47.51% 47.51% 47.51%
Martifer – Construcciones Metálicas España,
S.A.
Madrid Martifer Espanha - 75.00% 75.00% 75.00%
Martifer – Construções Metálicas Angola, S.A. Luanda Martifer Angola - 59.06% 59.06% 59.06%
Martifer Construction Limited Dublin Martifer Irlanda - 75.00% 75.00% 75.00%
Martifer Polska Sp. Zo.o. Gliwice Martifer Polska - 75.00% 75.00% 75.00%
Martifer Constructions, SAS Rungis Martifer França - 75.00% 75.00% 75.00%
Martifer Constructii SRL Bucharest Martifer Constructii - 75.00% 75.00% 75.00%
Park Logistyczny Biskupice Gliwice Biskupice - 75.00% 75.00% 75.00%
Martifer Konstrukcje Sp. Z o.o. Gliwice Martifer Konstrukcje - 75.00% 75.00% 75.00%
Martifer Slovakia S.R.O. Bratislava Martifer Slovakia - 75.00% 75.00% 75.00%
Sociedade de Madeiras do Vouga, S.A. Albergaria-a-Velha Madeiras do Vouga - 75.00% 75.00% 75.00%
Martifer - Gestão de Investimentos, S.A. Oliveira de Frades MGI - 75.00% 75.00% 75.00%
Nagatel Viseu, Promoção Imobiliária, S.A. Oliveira de Frades Nagatel Viseu - 75.00% 75.00% 75.00%
Martifer Retail & Warehousing Angola, S.A. Luanda Martifer Retail Angola - 75.00% 75.00% 75.00%
Martifer Aluminium Pty, Ltd Sydney Sassall - 75.00% 75.00% 75.00%
Martifer - Alumínios, S.A. Oliveira de Frades Martifer Alumínios - 75.00% 75.00% 75.00%
Martifer Alumínios Angola, S.A. Luanda Martifer Alumínios Angola - 75.00% 75.00% 75.00%
Martifer Aluminium Limited Dublin Martifer Aluminium Irlanda - 75.00% 75.00% 75.00%
Martifer Aluminium UK Limited London Martifer Aluminium Reino
Unido
- 75.00% 75.00% 75.00%
Martifer Aluminium SAS Rungis Martifer Aluminium França - 75.00% 75.00% 75.00%
Martifer Alumínios Ltda São Paulo Martifer Alumínios Brasil - 74.99% 74.99% 74.99%
Martifer UK Limited London Martifer UK - 75.00% 75.00% 75.00%
MT Construction Maroc, S.A.R.L. Tangier Martifer Marrocos - 75.00% 75.00% 75.00%
Martifer - Construções Metálicas, Ltda. Fortaleza Martifer Brasil - 74.85% 74.85% 74.85%
Saudi Martifer Constructions LLC Riyadh Martifer Arábia Saudita - 75.00% 75.00% 75.00%
Martifer Beteiligungsverwaltungs GmbH Vienna Martifer GmbH 100.00% - 100.00% 100.00%
SHARE CAPITAL HELD PERCENTAGE FY 2014
COMPANY HEAD OFFICE DESIGNATION DIRECTLY INDIRECTLY TOTAL TOTAL
M City Gliwice Sp. Zo.o Gliwice M City Gliwice - 75.00% 75.00% 75.00%
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 2) - 55.00% 55.00% 55.00%
Martifer Solar Sistemas Solares, S.A. Madrid Martifer Solar Sistemas
Solares2)
- 55.00% 55.00% 55.00%
Solar Parks Construccion Parques Solares
ETVE, S.A.
Madrid Solar Parks2) - 55.00% 55.00% 55.00%
Parque Solar Seseña III, S.L. Madrid Seseña III2) - 55.00% 55.00% 55.00%
MTS Solar Sistemas Solares, S.A. Mexico City Martifer Solar México2) - 54.45% 54.45% 54.45%
Martifer Solar Chile Holding, Lda Santiago de Chile Martifer Solar Chile2) - 55.00% 55.00% 55.00%
Martifer Solar Chile Operaciones Limitada Santiago de Chile Solar Chile Operaciones2) - 55.00% 55.00% 55.00%
Martifer Solar Servicios México Mexico City Martifer Solar Servicios
México2)
- 55.00% 55.00% 55.00%
Martifer Solar S.R.L. Milan Martifer Solar Itália2) - 55.00% 55.00% 55.00%
MTS1 S.R.L. Syracuse MTS12) - 55.00% 55.00% 55.00%
MTS2 S.R.L. Syracuse MTS22) - 55.00% 55.00% 55.00%
MTS3 S.R.L. Syracuse MTS32) - 55.00% 55.00% 55.00%
Martifer Solar RO S.R.L. Bucharest Martifer Solar Roménia2) - 55.00% 55.00% 55.00%
Martifer Solar Inc. S. Francisco CA Martifer Inc. 2) - 55.00% 55.00% 55.00%
MT Silverado Fund I LLC S. Francisco CA Silverado 1) 2) - 31.42% 31.42% 31.42%
Martifer Solar Finance LLC S. Francisco CA Martifer Solar Finance - - - 55.00%
Martifer Solar Hellas, A.T.E. Athens PVI 1) 2) - 39.13% 39.13% 39.13%
Martifer Solar Angola Luanda Martifer Solar Angola 1) 2) - 41.25% 41.25% 41.25%
Martifer Solar N.V. Deerlijk Martifer Solar Bélgica2) - 55.00% 55.00% 55.00%
Martifer Solar UK Limited London Martifer Solar UK2) - 55.00% 55.00% 55.00%
MTS Exbury Solar Limited London MTS Exbury Solar Limited2) - 55.00% 55.00% 55.00%
MTS Manton Manor Solar Limited London MTS Manton Manor Solar
Limited2)
- 55.00% 55.00% 55.00%
MTS Stud Farm Solar Limited London MTS Stud Farm Solar
Limited2)
- 55.00% 55.00% 55.00%
MTS Penderi Solar Limited London MTS Penderi Solar Limited2) - 55.00% 55.00% 55.00%
SHARE CAPITAL HELD PERCENTAGE FY 2014
COMPANY HEAD OFFICE DESIGNATION DIRECTLY INDIRECTLY TOTAL TOTAL
Martifer Solar S.A.S. Lyon Martifer Solar França2) - 55.00% 55.00% 55.00%
Martifer Solar CZ Prague Martifer Solar República
Checa2)
- 55.00% 55.00% 55.00%
Home Energy France SAS Lyon Home Energy França 2) - 55.00% 55.00% 55.00%
PVGlass S.r.l Milan PVGlass Itália2) - 55.00% 55.00% 55.00%
MPrime Solar Solutions, S.A. Oliveira de Frades Mprime2) - 55.00% 55.00% 55.00%
MPrime GMBH Munich MPrime GMBH2) - 55.00% 55.00% 55.00%
Sol Cativante, Lda. Sever do Vouga Sol Cativante 2) - 55.00% 55.00% 55.00%
Martifer Solar Investments, B.V. Amsterdam Martifer Solar Holanda2) - 55.00% 55.00% 55.00%
MTS6 S.R.L. Syracuse MTS62) - 55.00% 55.00% 55.00%
Martifer Solar SK s.r.o. Dolny Kubin Martifer Solar Eslováquia2) - 55.00% 55.00% 55.00%
Ginosa Solar Farm, S.R.L. Rome Ginosa Solar Farm2) - 55.00% 55.00% 55.00%
Solar Spritehood S.R.L Rome Solar Spritehood2) - 55.00% 55.00% 55.00%
MTS7, S.R.L. Rome MTS72) - 55.00% 55.00% 55.00%
Canopy - Naos Paris Canopy Naos - - - 55.00%
Steadfast Fairview Solar, Ltd Andover Steadfast Fairview Solar2) - 55.00% 55.00% 55.00%
Martifer Solar UA, LLC Kiev Martifer Solar Ucrânia2) - 55.00% 55.00% 55.00%
Inspira Martifer Solar Limited Mumbai Inspira Martifer Solar 1) 2) - 28.05% 28.05% 28.05%
Societé Developpement Local SA Dakar Martifer Solar Senegal 1) 2) - 28.05% 28.05% 28.05%
Martimak Solar Besiktas Martimak1) 2) - 44.00% 44.00% 44.00%
Martiper Solar Besiktas Martiper1) 2) - 44.00% 44.00% 44.00%
Martifer Solar Singapura PTE. LTD. Singapore Martifer Solar Singapura2) - 55.00% 55.00% 55.00%
Martifer Solar Japan KK Tokyo Martifer Solar Japan2) - 55.00% 55.00% 55.00%
Solariant Portfolio GK One Tokyo Solariant Portfolio GK One2) - 55.00% 55.00% 55.00%
EVIVA SOLAR 1 LTD Athens Eviva Solar 12) - 54.90% 54.90% 54.90%
EVIVA SOLAR 2 LTD Athens Eviva Solar 22) - 54.90% 54.90% 54.90%
MTS Tonge Solar Limited London MTS Tonge2) - 55.00% 55.00% 55.00%
Martifer Solar MZ, S.A. Maputo Martifer Solar Moçambique
1) 2)
- 28.05% 28.05% 28.05%
Greencoverage Unipessoal, Lda. Oliveira de Frades Greencoverage2) - 55.00% 55.00% 55.00%
Martifer Solar, Ltda Pindamonhangaba Martifer Solar Brasil2) - 54.45% 54.45% 54.45%
Visiontera Unipessoal, Lda Oliveira de Frades Visiontera2) - 55.00% 55.00% 55.00%
Martifer Solar Middle East Dubai Martifer Solar Middle East2) - 55.00% 55.00% 55.00%
Belive in Bright Unipessoal, LDA. Oliveira de Frades Belive in Bright2) - 55.00% 55.00% 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 3 S.L. Madrid Eurocab 3 - 100.00% 100.00% 100.00%
SHARE CAPITAL HELD PERCENTAGE FY 2014
COMPANY HEAD OFFICE DESIGNATION DIRECTLY INDIRECTLY TOTAL TOTAL
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%
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 - 100.00% 100.00% 99.00%
Eviva Casimcea S.R.O. Bucharest Eviva Casimcea - 100.00% 100.00% 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. Sydney 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%
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 Renováveis Ltda. Fortaleza Martifer Renewables Brasil - 100.00% 100.00% 100.00%
SHARE CAPITAL HELD PERCENTAGE FY 2014
COMPANY HEAD OFFICE DESIGNATION DIRECTLY INDIRECTLY TOTAL TOTAL
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%
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%
MSPAR Energia e Participações, SA Barueri MSPAR - 100.00% 100.00% 100.00%
Floresta I, Geração de Energia S.A. Areia Branca Floresta I - 90.00% 90.00% -
Floresta II, Geração de Energia S.A. Areia Branca Floresta II - 90.00% 90.00% -
Floresta III, Geração de Energia S.A. Areia Branca Floresta III - 90.00% 90.00% -
Floresta IV, Geração de Energia S.A. Areia Branca Floresta IV - 90.00% 90.00% -
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) This company is classified on 30th June 2015 as a non-current asset held for sale (Note 20).

COMPANIES CONSOLIDATED USING THE EQUITY METHOD

The companies consolidated using the equity method, their registered offices and the percentage of share capital held by the Group are as follows:

SHARE CAPITAL HELD PERCENTAGE
COMPANY HEAD OFFICE DESIGNATION DIRECTLY INDIRECTLY TOTAL TOTAL
Metallic Constructions
Associate companies:
Liszki Green Park, Sp. Zo.o Gliwice Liszki Green Park - 33.75% 33.75% 33.75%
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 Algiers Martimetal - 49.00% 49.00% 49.00%
Joint control companies:
Promoquatro – Investimentos Imobiliários, Lda. Oliveira de
Frades
Promoquatro - 37.50% 37.50% 37.50%
M City Bialystok Sp. Zo.o Gliwice M City Bialystok - 37.50% 37.50% 37.50%
M City Radom Sp. Zo.o Gliwice M City Radom - 37.50% 37.50% 37.50%
M. City Szczecin Sp. Z o.o. Gliwice M City Szczecin - 37.50% 37.50% 37.50%
Solar
Associate companies:
Parque Solar Seseña I, S.L. Madrid Seseña I 3) - 20.61% 20.61% 20.61%
Canaverosa Renovables, SL Madrid Canaverosa - - - 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%
SHARE CAPITAL HELD PERCENTAGE FY 2014
COMPANY HEAD OFFICE DESIGNATION DIRECTLY INDIRECTLY TOTAL TOTAL
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%
Martifer Solar Canadá, Ltd. Toronto Martifer Solar Canadá3) - 27.50% 27.50% 27.50%
Renewables
Associate companies:
Eviva Gizalki Sp. Zo.o Miastko Eviva Gizalki 2) - 100.00% 100.00% 100.00%
Joint control companies:
Ventinveste, S.A. Lisbon Ventinveste SA 6.00% 42.50% 48.50% 48.50%
Âncora Wind – Energia Eólica, S.A Lisbon Âncora 24.25% 24.25% 24.25%
Parque Eólico do Douro Sul, S.A. Lisbon PE Douro Sul - 24.25% 24.25% 24.25%
Parque Eólico de Vale do Chão, S.A. Lisbon PE Vale do Chão - 24.25% 24.25% 24.25%
Parque Eólico de Torrinheiras, S.A. Lisbon PE Torrinheiras - 48.50% 48.50% 48.50%
Parque Eólico do Pinhal do Oeste, S.A. Lisbon PE Pinhal do Oeste - 48.50% 48.50% 48.50%
Parque Eólico de Vale Grande. S.A. Lisbon PE Vale Grande - 48.50% 48.50% 48.50%
Parque Eólico do Cabeço Norte, S.A. Lisbon PE Cabeço Norte - 48.50% 48.50% 48.50%
Parque Eólico da Serra do Oeste, S.A. Lisbon PE Serra do Oeste - 48.50% 48.50% 48.50%
Parque Eólico do Planalto, S.A. Lisbon PE Planalto - 48.50% 48.50% 48.50%
Eviva Dunowo, Sp.Z.o.o. Gliwice Eviva Dunowo - 50.00% 50.00% 50.00%
SPEE 3 – Parque Eólico do Baião, S.A. Lisbon SPEE 3 - 50% 50.00% 50.00%
SPEE 2 – Parque Eólico de Vila Franca de
Xira, S.A.
Oliveira de
Frades
SPEE 2 - 50% 50.00% 50.00%
Parque Eólico da Penha da Gardunha,
Lda.
Oliveira de
Frades
PE Penha da Gardunha - 50% 50.00% 50.00%
Other
Associate companies:
Prio Energy SGPS. S.A. Oliveira de
Frades
Prio Energy SGPS 1) 5.00% - 5.00% 5.00%
Prio Biocombustíveis. S.A. Oliveira de
Frades
Prio Biocombustíveis 1) - 5.00% 5.00% 5.00%
Prio Energy. S.A. Oliveira de
Frades
Prio Energy 1) - 5.00% 5.00% 5.00%
Mondefin Coimbra Mondefin 1) - 5.00% 5.00% 5.00%
Prio Parque de Tanques de Aveiro, S.A. Oliveira de
Frades
Prio Tanques 1) - 5.00% 5.00% 5.00%
Prio.E-Electric, S.A. Oliveira de
Frades
Prio.E-Electric 1) - 5.00% 5.00% 5.00%
PRIO.E - Mobility Solutions, Lda _PT Oliveira de
Frades
Park Charge 1) - 5.00% 5.00% 5.00%
Prio. E – SGPS, S.A. Oliveira de
Frades
Prio E SGPS 1) - 5.00% 5.00% 5.00%
Share Motivation, Lda. Oliveira de
Frades
Share Motivation 1) - 5.00% 5.00% 5.00%
IMO 505, Lda Coimbra IMO 5051) - 5.00% 5.00% 5.00%
Prio Gas Lisboa, SA Aveiro Prio Gas 1) - 2.50% 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 the same control over the investee

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

3) This company is classified on 30th June 2015 as a non-current asset held for sale (Note 20).

During the 1st Half 2015 and the FY2014 the changes occurred in the consolidation perimeter were the following:

Incorporated companies:

In the 1st Half 2015:

IN THE 1ST HALF 2015 HEAD OFFICE
Renewables
Subsidiary companies:
Floresta I, Geração de energia S.A. Areia Branca
Floresta II, Geração de energia S.A Areia Branca
Floresta III, Geração de energia S.A Areia Branca
Floresta IV, Geração de energia S.A Areia Branca

In 2014:

FY 2014 HEAD OFFICE
Metallic Constructions
Associate companies:
Martimetal Spa Algiers
Solar
Subsidiary companies:
MTS Exbury Solar Limited London
MTS Manton Manor Solar Limited London
MTS Stud Farm Solar Limited London
MTS Penderi Solar Limited London
MTS Hill Farm Solar Limited London
Renewables
Associate companies:
Âncora Wind – Energia Eólica, S.A Lisbon
Other
Associate companies:
Prio Gas Lisboa, SA Aveiro

Acquired companies:

In the 1st Half 2015:

There were no acquisitions.

In 2014:

FY 2014 HEAD OFFICE
Solar
Subsidiary companies:
Solariant Portfolio GK One Tokyo
Other
Associate companies:
IMO 505, Lda Coimbra

Sold / liquidated companies:

In the 1st Half 2015:

IN THE 1ST HALF 2015 HEAD OFFICE
Solar
Canopy Naos Paris
Martifer Solar Finance LLC S. Francisco CA
Cañaverosa Renovables Madrid
Renewables
Melosa – Geração de Energia e Participações, Ltda. Fortaleza

In 2014:

FY 2014 HEAD OFFICE
Solar
MTS Spittleborough Solar Limited London
Montidílico Unipessoal, LDA. Oliveira de Frades
Inovsun, Lda. Oliveira de Frades
MTS Francis Court Solar Limited London
MTS Hill Farm Solar Limited London
MTS Rydon Solar Limited London
Steadfast Molland Solar, Ltd Andover
Martifer Solar Sistemas Solares Equador S.A. Sangolquí
Renewables
Vesto EAD Varna
DVP1 Limited Varna
DVP2 Limited Varna
Rosa dos Ventos - Geração e Comercialização de Energia, S.A Fortaleza
Ventinveste Indústria SGPS, S.A. Oliveira de Frades
Eólica Coqueirais, Ltda. Fortaleza
Eólica Paraipaba, Ltda . Fortaleza
Eólica Chapadão, Ltda. Fortaleza
Eólica Macaúbas, Ltda. Fortaleza
Eólica Sobradinho, Ltda. Fortaleza
Other
Nutre SGPS, S.A. Oliveira de Frades
Nutre, S.A. Oliveira de Frades
Nutre - Industrias Alimentares, S.A. Oliveira de Frades
Nutre MZ. S.A. Maputo
Nutre Farming, S.R.L. Bucharest
Prio Agromart S.R.L. Bucharest
Prio Balta S.R.L. Bucharest
Prio Facaieni S.R.L. Bucharest
Prio Ialomita S.R.L. Bucharest
Prio Rapita S.R.L. Bucharest
Nutre Farming West Part S.R.L. Bucharest
Prio Terra Agricola S.R.L. Bucharest
FY 2014 HEAD OFFICE
Prio Turism Rural S.R.L Bucharest
Agromec Balaciu Bucharest
Miharox S.R.L. Bucharest
Zimbrul. S.A. Bucharest
Agrozootehnica. S.A. Bucharest
Prio Agrotrans S.R.L. Bucharest
Nutre Brasil LTDA S. Luís do Maranhão
Prio Extractie S.R.L. Bucharest
Prio Agro Industries. Sp. Z o.o. Gliwice
Prio Biocombustibil S.R.L. Bucharest
Prio Meat S.R.L Bucharest
Prio Foods – AJFS Construções, ACE Lisbon
Nutre Farming B.V. Amsterdam
Bunge Prio Cooperativa U.A. Amsterdam
Bunge Roménia S.R.L. Buzau
Centralrest, Lda Ílhavo
Prio Agriculture, B.V. Delft
Porthold Project Development BV Amsterdam
Fertilis Agro-Indústrias, Lda Luanda

Changes in the consolidation method:

In the 1st Half 2015:

Cañaverosa Renovables, SL – from equity method to full consolidation due to the increase in the shareholding held by the Group to 54.98 %. The referred shareholding was meanwhile sold in the 2nd Quarter 2015.

In 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).

Other changes in the consolidation perimeter:

In the 1st Half 2015:

Eviva Nalbant, srl – increase in the shareholding held from 99.99997 % to 100 %.

Eviva Casimcea, srl – increase in the shareholding held from 99 % to 100 %.

Eviva Agighiol, srl – increase in the shareholding held from 99 % to 100 %.

In 2014:

MS Par Energia e Participações – transfer of shareholding from Martifer Renováveis, SA to Martifer Renewables Brasil Participações, Ltda.

Prio Energy SGPS - decrease in the share held by Martifer SGPS, SA, from 10 % to 5 %.

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

Martifer Aluminium PTY – transfer of shareholding from Martifer Alumínios, SA to Martifer Metallic Constructions SGPS, SA.

Ventinveste, S.A – increase in the share held directly and indirectly by Martifer SGPS, SA from 46 % to 48.5 %

FTP Power LLC (previously FTP Solar LLC) – discontinuation of the equity method in virtue of the loss of significant influence (Note 20).

Martifer Solar USA - deconsolidates due to the loss of control verified with the signature of the "settlement, plan, support and release agreement".

Martifer Aurora Solar LLC - deconsolidates due to the loss of control verified with the signature of the "settlement, plan, support and release agreement".

3. INFORMATION BY BUSINESS SEGMENTS

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

The Group is organised in two business areas: 'Metallic Constructions' and 'Renewables' that are coordinated and supported by Martifer SGPS.

The business area 'Metallic Constructions' includes all the construction of steel infrastructures (Steel Structures, Aluminium and Glass Façades, Oil & Gas Infrastructures and the Shipbuilding Industry) and the promotion and development of renewable energy projects. The 'RE Developer' segment includes the promotion and development of renewable energy projects, with particular focus on 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, the Group decided to classify the 'Solar' segment (composed of 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 the Notes to Interim Consolidated Financial Statements (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).

On 30th June of 2015 and of 2014, the breakdown of sales and services rendered by primary segments is as follows:

SALES TO EXTERNAL CUSTOMERS INTERSEGMENT SALES TOTAL
6 M' 2015 6 M' 2014 6 M' 2015 6 M' 2014 6 M' 2015 6 M' 2014
Metallic Constructions 116,941,207 86,044,382 8,372,432 15,366,612 125,313,639 101,410,994
Renewables 6,521,374 4,627,331 253,109 100,446 6,774,483 4,727,777
Others 346,344 524,005 917,563 2,100,274 1,263,907 2,624,279
123,808,925 91,195,718 9,543,103 17,567,332 133,352,029 108,763,050
-
Intersegment Eliminations (8,835,953) (14,418,181)
Own work capitalized (Note 5) (707,150) (3,149,151)
123,808,925 91,195,718

Sales and services rendered to external customers, by geographical origin and by segment were as follows on 30th June of 2015 and of 2014:

6 M' 2015 6 M' 2014
Iberian Peninsula
Metallic Constructions
35,819,709
24,281,928
Renewables
2,615,141
2,738,823
Others
303,662
444,045
Central Europe
Metallic Constructions
30,027,063
23,211,948
Renewables
3,817,899
1,872,361
Others
42,682
79,960
Other Markets
Metallic Constructions
51,094,435
38,550,506
Renewables
88,334
16,147
123,808,925 91,195,718

In the 1st Half 2015 the sales and services rendered increased approximately 32.6 million euros YOY. This growth results mainly from the increase in sales and services rendered in the Metallic Constructions segment (about 30.9 million euros).

On 30th June of 2015 and of 2014 the earnings before interest, taxes, amortizations, provisions and impairment losses (EBITDA), earnings before interest and taxes (EBIT) and profit after tax by primary segments were as follows:

EBITDA EBIT PROFIT AFTER TAX
6 M' 2015 6 M' 2014 6 M' 2015 6 M' 2014 6 M' 2015 6 M' 2014
Metallic Constructions 4,945,297 (2,797,379) 1,916,152 (14,861,977) (4,944,257) (21,881,204)
Renewables 3,825,215 11,014,573 16,325 6,919,013 (8,464) 5,577,481
Others 13,807 (452,894) (503,699) (561,611) (5,007,611) (6,198,452)
8,784,319 7,764,300 1,428,778 (8,504,575) (9,960,332) (22,502,176)
Earnings of the disposal group classified
as held for sale
- - - - 64,729 (15,762,716)
8,784,319 7,764,300 1,428,778 (8,504,575) (9,895,603) (38,264,893)

In the 1st Half 2015 there was an operational recovery, with a positive EBITDA of 8.8 million euros. For this contributed the improvement in the Metallic Constructions segment (7.7 million euros), which compensated the decrease in the Renewables segment (7.2 million euros), thus registering a 1 million euros increase YoY.

The Group's net assets and liabilities by operating segments on 30th June 2015 and on 31st December 2014 were as follows:

ASSETS LIABILITIES
30 JUNE 2015 31 DECEMBER 2014 30 JUNE 2015 31 DECEMBER 2014
Metallic Constructions 322,232,923 310,078,424 325,404,786 306,200,108
Renewables 156,927,620 157,464,362 62,538,226 63,327,919
Holding and MIGs 520,895,843 521,568,741 165,707,531 161,701,757
Non-current operation held for sale – (Note 20) 139,218,718 148,265,754 131,994,958 137,358,237
Intra-group eliminations (508,755,952) (504,647,583) (60,927,368) (51,206,314)
630,519,152 632,729,698 624,718,133 617,381,707

The Group's capital expenditures (acquisition of tangible and intangible assets) and depretiation/amortizations, by operating segments, until 30th June of 2015 and of2014 were as follows:

CAPITAL EXPENDITURES AMORTIZATIONS
6 M' 2015 6 M' 2014 6 M' 2015 6 M' 2014
Metallic Constructions 2,575,475 7,858,915 3,236,976 3,385,560
Renewables 568,700 619,406 3,032,081 3,297,196
Others 1,358 4,842 517,504 811,456
3,145,533 8,483,163 6,786,562 7,494,213

4. SALES AND SERVICES RENDERED

On 30th June of 2015 and of 2014, the breakdown of sales and services rendered was as follows:

6 M' 2015 6 M' 2014
Revenues from the sale of merchandise 4,026,631 6,839,543
Revenues from the sale of goods 46,891,351 31,873,745
Services rendered 72,890,943 52,482,430
123,808,925 91,195,718

5. OTHER INCOME

On 30th June of 2015 and of 2014 the breakdown of the caption 'Other income' is as follows:

6 M' 2015 6 M' 2014
Change in production (920,797) 190,699
Own work capitalized 707,150 3,149,151
Taxes 542 -
Reversals of impairment losses:
Trade debtors (Note 18) 686,871 3,398
Other impairment losses 2,822,385 779,109
Supplementary income 942,680 769,459
Gains in inventories 2,021 3,640
Capital Gains in non-financial assets 706,285 14,390,249
Operating subsidies 87,234 525
Investments subsidies 23,958 115,839
Foreign exchange gains 3,382,139 2,011,560
Other operational gains 2,177,241 1,101,001
10,617,708 22,514,629

The amount included under the caption 'Own work capitalized', during the period ended on 30th June 2015 is essentially related to the strengthening operational reinforcement capacity of West Sea, in the Naval sector.

During the first half of 2015 there were favourable foreign exchange gains resulting from the devaluation of several currencies against the Euro.

6. COST OF GOODS SOLD

On 30th June of 2015 and of 2014 the cost of goods sold was as follows:

6 M' 2014 MERCHANDISE RAW MATERIALS, SUBSIDIARIES
AND OTHER CONSUMABLES
TOTAL
Opening balance 4,067,430 8,071,480 12,138,910
Purchases 6,188,363 26,907,359 33,095,722
Changes in the consolidation perimeter, currency exchange differences, transfers and others (2,431,241) (5,982,735) (8,413,976)
Closing balance 3,931,928 7,906,490 11,838,418
3,892,624 21,089,614 24,982,238
6 M' 2015 MERCHANDISE RAW MATERIALS, SUBSIDIARIES
AND OTHER CONSUMABLES
TOTAL
Opening balance 3,931,928 7,906,490 11,838,418
Purchases 5,319,037 35,101,029 40,420,066
Changes in the consolidation perimeter, currency exchange differences, transfers and others (779,849) (6,074,389) (6,854,238)
Closing balance 3,198,704 5,377,196 8,575,900
5,272,412 31,555,934 36,828,346

7. SUBCONTRACTORS

On 30th June of 2015 and of 2014 the caption 'subcontractors' was as follows:

6 M' 2015 6 M' 2014
Subcontractors 29,924,328 18,322,809
29,924,328 18,322,809

The subcontracts are essentially related to construction works carried out in the 'Metallic Constructions' segment.

8. EXTERNAL SUPPLIES AND SERVICES

On 30th June 2015 and 2014 the external supplies and services are as follows:

6 M' 2015 6 M' 2014
Transportation of goods 3,266,688 3,232,214
Specialized works 5,369,409 6,765,414
Leases and rents 10,167,925 6,822,294
Service Fees 786,952 770,777
Travelling expenses 1,417,412 2,253,437
Electricity and Fuel 1,500,651 1,275,098
Insurance 1,032,695 1,091,099
Maintenance and repairs 812,812 925,679
Communications 388,789 470,887
Security 451,041 436,798
Legal and notarial fees 190,721 87,133
Commissions 288,525 120,315
Advertising 101,952 34,354
Cleaning, health and safety 240,439 258,446
Tools and devices 204,217 192,104
Other 1,157,522 1,346,767
27,377,750 26,082,813

9. STAFF COSTS

On 30th June of 2015 and of 2014, staff costs were as follows:

6 M' 2015 6 M' 2014
Salaries 22,373,113 22,954,452
Social contributions 6,328,241 6,619,547
28,701,354 29,573,999

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

10. OTHER EXPENSES

On 30th June of 2015 and of 2014, the caption 'Other expenses' was as follows:

6 M' 2015 6 M' 2014
Taxes 909,494 2,170,616
Impairment losses:
Trade debtors (Note 18) - 134,269
Losses in inventories 992 79,120
Losses in non-financial assets 42,805 3,209,487
Foreign exchange losses 1,051,675 682,126
Trade debtors write-off (1,827) -
Fines and penalties 140,548 79,531
Other operational losses 666,848 629,038
2,810,536 6,984,188

11. PROVISIONS AND IMPAIRMENT LOSSES

The provisions and impairment losses during the six-month periods ended on 30th June of 2015 and of 2014 were as follows:

6 M' 2015 6 M' 2014
Impairment losses
In financial investments - 3,992
In tangible assets 91,516 598,403
91,516 602,396
Provisions (Note 24)
Arising from the use of the equity method 394,127 247,179
Quality guarantees (37,038) (44,359)
Legal claims in progress (143,283) 41,380
Others 263,656 7,928,066
477,463 8,172,266

12. NET FINANCIAL RESULTS

The net financial results for the periods ended on 30th June of 2015 and of 2014 can be analysed as follows:

FINANCIAL INCOME 6 M' 2015 6 M' 2014
Loans and accounts receivable (including bank deposits)
- Interest income 922,813 516,543
Other financial income related to other financial assets
- Foreign exchange gains 2,240,921 1,100,133
- Gains on the sale of financial assets - (108,494)
- Other financial income 40,740 596,198
3,204,473 2,104,379
FINANCIAL EXPENSES 6 M' 2015 6 M' 2014
Loans and accounts payable
- Interest expenses in bank loans and in finance leases 9,521,820 11,831,716
Other financial income related to other financial liabilities
- Foreign exchange losses 2,913,310 468,772
- Other financial expenses 1,470,406 2,017,285
13,905,535 14,317,772

The captions 'Foreign exchange gains' and 'Foreign exchange losses' are related to the occurrence of currency fluctuations, particularly in affiliated companies outside the Euro zone.

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

On 30th June of 2015 and of 2014, the gains and losses on associated companies and joint-ventures were as follows:

6 M' 2015 6 M' 2014
Nutre Group - (165,962)
Prio Energy Group (105,158) (209,703)
SPEE 2 – Parque Eólico de Vila Franca de Xira, S.A. 509,428 529,197
SPEE 3 – Parque Eólico do Baião, S.A. 211,215 266,162
Eviva Gizalki Sp. Zo.o (680,845) -
Promoquatro – Investimentos Imobiliários, Lda. - (43,187)
Liskin Green Park - (17,944)
Martifer Amal, S.A. (Moçambique) 269,648 (180,391)
Martifer Amal, S.A. (Portugal) - (10,555)
Martimetal Spa (217,141) -
(12,854) 167,618

14. INCOME TAX

On 30th June of 2015 and of 2014, the reconciliation between current tax and income tax of each of the period is summarized as follows:

6 M' 2015 6 M' 2014
Current tax 622,945 2,303,548
Deferred tax - generated by temporary differences (18,319) (54,530)
Deferred tax - reversal of temporary differences 67,888 (29,165)
Deferred tax - tax loss recognition 2,681 (157,735)
Other - (110,292)
Deferred tax 52,250 (351,722)
Income tax 675,194 1,951,825

15. EARNINGS PER SHARE

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

Martifer has just one type of potential ordinary dilutive shares: stock options. In order to calculate diluted earnings per share it is necessary to determine whether these stock options, independently of being or not exercisable, are diluted, which happens when the exercise price of the opting is lower than the average market price of the shares.

Since the average market price of Martifer's shares, during the period between 1st January 2015 and 30th June 2015 was 0.31 euros, below that of the exercise price of the stock options (3.84 euros), these stock options are non-diluting because, if the options were to be exercised, the number of outstanding shares would be reduced.

Therefore, on 30th June 2015 there is no difference between the basic and diluted earnings per share. The share capital of Martifer SGPS, SA is represented by 100,000,000 ordinary shares, fully paid, representing a share capital of 50,000,000 euros.

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

On 30th June of 2015 and of 2014, the basic and diluted earnings per share can be summarised as follows:

6 M' 2015 6 M' 2014
Profit for the year (I) (8,515,714) (30,491,243)
Weighted average number of shares outstanding (II) 97,784,090 97,784,090
Basic and diluted earnings per share (I) / (II) (0.0871) (0.3118)
from continuing operations (0.0894) (0.2247)
from Assets held for sale 0.0023 (0.0871)

16. FINANCIAL ASSETS UNDER THE EQUITY METHOD

On 30th June 2015 and on 31st December 2014, the financial assets under the equity method were as follows:

30 JUNE 2015 31 DECEMBER 2014
Prio Energy 1,409,161 1,511,016
Eviva Gizalki 3,403,017 3,877,141
Martimetal 338,289 586,867
SPEE 3 - Parque eólico de Baião, SA 743,147 531,932
SPEE 2 - Parque eólico de Vila Franca de Xira, SA 1,665,087 1,155,660
Martifer Amal, S.A. (Mozambique) 377,782 141,404
Other subsidiaries (268) (5,504)
7,936,215 7,798,516

On 31th June 2015 and on 31st December 2014, the financial assets under the equity method were as follows:

30 JUNE 2015 31 DECEMBER 2014
Opening balance 7,798,516 41,282,069
Application of the equity method (12,854) (728,995)
Changes resulting from the loss of control in subsidiaries - 3,877,141
Effect of foreign currency exchange differences 142,014 -
Reclassification to non-current assets held for sale - (36,620,942)
Other changes 8,539 (10,758)
Closing balance 7,936,215 7,798,516

17. INVESTMENTS AVAILABLE FOR SALE

On 30th June 2015 and on 31st December 2014, the investments available for sale were as follows:

30 JUNE 2015 31 DECEMBER 2014
Non-current financial investments 3,246,755 1,954,435
Others 227,390 237,077
3,474,145 2,191,512

On 30th June 2015 and on 31st December 2014, the movement occurred in the caption 'Available for sale investments' was as follows:

30 JUNE 2015 31 DECEMBER 2014
Opening balance 2,191,512 575,621
Additions 1,276,727 1,896,367
Reductions (1,003) (24,715)
Changes in fair value - (10,378)
Changes in the consolidation perimeter - (245,384)
Others 6,909 -
3,474,145 2,191,512

18. TRADE RECEIVABLES AND OTHER RECEIVABLES

The detail of the caption 'trade and other receivables', for the periods ended on 30th March 2015 and on 31st December 2014 was as follows:

NON-CURRENT CURRENT
30 JUNE 2015 31 DECEMBER 2014 30 JUNE 2015 31 DECEMBER 2014
Cost:
Trade receivables:
Trade receivables 839,202 739,397 92,483,293 87,642,194
Notes receivables - - 37,198 -
Doubtful trade receivables - - 11,792,982 12,390,293
839,202 739,397 104,313,473 100,032,487
Other receivables:
Related companies 38,879,174 38,524,408 12,554,000 13,635,740
Advances to suppliers - 5,222 11,571,374 7,194,649
Others 3,127,018 22,997,663 37,438,309 20,615,943
42,006,192 61,527,293 61,563,683 41,446,332
42,845,394 62,266,690 165,877,156 141,478,819

Impairment losses in accounts receivables were as follows:

NON-CURRENT CURRENT
30 JUNE 2015 31 DECEMBER 2014 30 JUNE 2015 31 DECEMBER 2014
Accumulated impairment losses:
Doubtful trade receivables - - 11,934,230 12,449,720
Other receivables 118,108 115,839 5,271,401 5,258,404
118,108 115,839 17,205,631 17,708,124
Carrying amount – trade receivables 839,202 739,397 92,379,243 87,582,767
Carrying amount – other receivables 41,888,085 61,411,454 56,292,283 36,187,928
Total 42,727,287 62,150,851 148,671,526 123,770,695

19. OTHER CURRENT ASSETS

On 30th June 2015 and on 31st December 2014, the breakdown of the caption 'Other current assets' was as follows:

30 JUNE 2015 31 DECEMBER 2014
Accrued income:
Construction contracts
-
-
Cost
43,391,026
43,554,431
Impairment losses
(4,562,545)
(7,132,109)
Carrying amount
38,828,481
36,422,322
Interest to be received
351,584
97,803
Other accrued income
3,693,068
1,933,955
42,873,133 38,454,080
Prepayments:
Insurance
716,720
578,537
Financial expenses
23,871
40,362
Rents
34,382
32,948
Other prepayments
1,019,555
413,222
1,794,528 1,065,069
Other (current) financial assets
554,346
1,385,692
45,222,007 40,904,841

20. NON-CURRENT ASSETS HELD FOR SALE

Negotiations are underway for the sale of the real estate project in Szczecin (Poland) in the Metallic Constructions segment, previously classified as an investment property with its sale being highly probable. The Group continues committed to selling this asset. Thus, since the conditions set by IFRS 5 are satisfied for the maintenance of this asset as Asset held for sale within a period over 12 months, the asset was kept as a non-current asset held for sale.

Martifer SGPS, SA decided in September 2014, to focus the Group's activity in the Metallic Constructions (Steel Structures, Aluminium and Glass Façades, Oil & Gas Infrastructures and the Shipbuilding Industry) and fulfil the active sale plan of its 55 % share of 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's Net Profit presented as "discontinued operations' result" (the values YoY were adjusted to allow comparison).

The breakdown of the assets and the liabilities associated with the assets held for sale on 30th June 2015 and on 31st December 2014 was as follows:

30 JUNE 2015 31 DECEMBER 2014
Goodwill 1,925,684 1,906,896
Intangible assets 1,167,644 1,186,599
Tangible Assets 12,889,997 17,159,333
Investment properties 1) 5,150,360 4,988,563
Financial assets under the equity method 21,153,844 14,263,512
Available for sale investments 1,450,078 1,419,852
Deferred tax assets 1,002,656 994,876
Inventories 5,783,740 5,165,675
Other non-current receivables 51,965,981 63,391,030
Current tax assets 5,086,581 5,645,539
Other current assets 23,725,914 26,667,413
Cash and cash equivalents 7,915,232 5,474,923
Derivatives 1,005 1,543
Total assets held for sale 139,218,718 148,265,754
Non-controlling interests attributable to Assets held for sale (1,503,094) (2,060,023)
Non-current liabilities 23,500,234 26,810,843
Borrowings 42,487,989 42,130,808
Trade payables 28,662,746 34,682,918
Other payables 11,365,431 4,169,611
Current tax liabilities 4,018,810 9,005,572
Other current liabilities 10,379,729 15,144,525
Derivatives 15,750 50,681
Liabilities related to Assets held for sale 120,430,689 131,994,958
Assets net of liabilities and Non-controlling interests related to Assets held for sale 20,291,123 18,330,819

1) Szczecin real estate project

The detail of the results of the assets held for sale in the 1st Half of 2015 and of 2014 was as follows:

6 M' 2015
(NON-AUDITED)
6 M' 2014
(NON-AUDITED)
Sales and services rendered 26,450,406 52,266,079
Other income 11,982,348 1,027,465
Cost of goods sold (3,133,458) (25,652,176)
Subcontractors (12,041,149) (14,696,776)
External supplies and services (9,292,811) (14,039,255)
Staff costs (6,488,409) (8,038,736)
Other expenses (2,950,508) (1,976,105)
4,526,419 (11,109,504)
Amortizations (1,360,098) (1,300,164)
Provisions and Impairment losses 788,423 (1,383,063)
Operating income 3,954,744 (13,792,731)
Financial income 1,366,866 1,986,655
Financial expenses (5,231,021) (3,581,106)
Gains / (losses) on associate companies and joint arrangements 75,131 (294,471)
Profit before tax 165,720 (15,681,653)
Income tax (100,990) (81,065)
Profit after tax 64,729 (15,762,716)
Profit for the period 64,729 (15,762,716)
Attributable to:
non-controlling interests (157,165) (7,247,480)
owners of Martifer 221,894 (8,515,236)

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

Share capital

Martifer SGPS, SA's share capital, fully subscribed and paid on 30th June 2015, amounts to Euro 50,000,000 and is represented by 100,000,000 bearer shares with a nominal value of 50 cents each. All shares have the same rights, one vote per share. During the first six months of 2015 and of 2014, no movements occurred in the number of shares of the Group.

During first six months of 2015 and of 2014, Martifer SGPS, S.A. did not acquire any shares. The Group held 2,215,910 treasury shares, corresponding to 2.22 % of its capital.

On 30th June 2015, the share capital of Martifer SGPS, S.A. was held 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:

30 JUNE 2014
39,676,431
(7,773,650)
9,090
(3,839,021)
-
(2,891,441)
17,062
(7,655,735)
1,112,995
18,629,579
(8,353,244)
26,982,823
30 JUNE 2015
(24,942,297)
(1,379,889)
957,988
(39,477)
(806,909)
(26,184,432)
(24,681,338)
(1,503,094)

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

% NON-CONTROLLING INTERESTS
30 JUNE 2015 31 DECEMBER 2014 30 JUNE 2015 31 DECEMBER 2014
Metallic Constructions
Martifer - Construções Metalomecânicas, S.A. 25.00% 25.00% (8,040,875) (7,132,255)
Martifer - Alumínios, S.A. 25.00% 25.00% (6,148,001) (5,962,520)
Martifer Metallic Constructions SGPS, S.A. 25.00% 25.00% (4,025,017) (3,664,488)
Martifer Aluminium Pty, Ltd 25.00% 25.00% (3,219,538) (3,244,930)
Martifer Constructii S.R.L. 25.00% 25.00% (3,296,607) (3,184,647)
Martifer Polska Sp. Zo.o. 25.00% 25.00% (2,492,352) (2,467,012)
Martifer – Construções Metálicas Angola, S.A. 40.94% 40.94% 2,279,938 2,053,776
Renewables
Martifer Renováveis - Geração de Energia e Participações S.A. 45.00% 45.00% 796,471 827,794
Others
Non-controlling interests attributable to non-current assets held
for sale (Note 20)
(1,503,094) (2,060,023)
Other non-controlling interests (< Euro 500.000) (535,357) (107,993)
(26,184,432) (24,942,297)

22. BORROWINGS

On 30th June 2015 and on 31st December 2014 the borrowings can be analysed as follows:

31 DECEMBER 2014 UNTIL 1 YEAR BETWEEN 1 AND 3 YEARS BETWEEN 3 AND 5 YEARS MORE THAN 5 YEARS TOTAL
Borrowings from financial institutions:
Bank loans 14,448,560 33,760,563 88,624,207 71,088,200 207,921,530
Bank overdrafts 13,458,228 - 812,636 1,784,259 16,055,123
Authorized overdrafts 24,238,327 205,556 3,498,822 12,045,122 39,987,827
Other borrowings: -
Commercial paper 5,000,000 - - - 5,000,000
Other borrowings 16,499,977 723,155 999,962 1,995,989 20,219,083
73,645,092 34,689,274 93,935,627 86,913,570 289,183,563
30 JUNE 2015 UNTIL 1 YEAR BETWEEN 1 AND 3 YEARS BETWEEN 3 AND 5 YEARS MORE THAN 5 YEARS TOTAL
Borrowings from financial institutions:
Bank loans 23,971,179 35,785,089 84,741,745 61,300,138 205,798,151
Bank overdrafts 13,095,756 - 812,636 1,784,259 15,692,651
Authorized overdrafts 28,423,969 205,556 2,483,333 9,811,047 40,923,905
Other borrowings:
Commercial paper - - - - -
Other borrowings 12,870,759 500,074 2,491,995 4,014,218 19,877,045
78,361,663 36,490,719 90,529,709 76,909,662 282,291,753

The Group continues focused on reducing its net debt, as such it continues committed to the process of selling non-core assets. As a note, the net debt on 30th June 2015 and on 31st December 2014 does not include the companies of the 'Solar' segment, classified in 2014 as a 'non-current asset held for sale'.

23. TRADE PAYABLES AND OTHER PAYABLES

On 30th June 2015 and on 31st December 2014, trade payables and other payables can be analysed as follows:

NON-CURRENT CURRENT
30 JUNE 2015 31 DECEMBER 2014 30 JUNE 2015 31 DECEMBER 2014
Trade Payables 11,607,763 11,522,691 71,894,446 63,638,919
Other Payables:
Fixed assets suppliers - - 321,721 791,014
Related companies and other shareholders 7,389 7,247 1,010,818 924,734
Advanced payments received from customers 97,557 15,150,288 19,217,883
Other creditors 4,273,891 851,292 6,751,822 6,245,633
Subtotal 4,378,837 858,539 23,234,649 27,179,264
Total 15,986,599 12,381,230 95,129,094 90,818,183

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

On 30th June 2015 and on 31st December 2014, 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 3 months increased by a 6.75 % spread.

24. Provisions

The information related with 'Provisions' on 30th June 2015 and on 31st December 2014 can be detailed as follows:

30 JUNE 2015 31 DECEMBER 2014
Quality guarantees 2,312,504 1,447,244
Legal claims in progress (Note 11) 1,114,254 1,258,968
Provisions arising from the use of the equity method 6,757,141 6,763,255
Onerous contracts 5,307,177 5,777,177
Others 7,495,657 7,952,565
22,986,735 23,199,209

The changes in the 'Provisions' during the first half of 2015 were as follows:

OPENING
BALANCE
ADDITIONS DEDUCTIONS APPLICATIONS CHANGE OF CONSOLIDATION
PERIMETER, EXCHANGE RATE
DIFFERENCES, TRANSFERS
CLOSING
BALANCE
Quality guarantees 1,447,244 - (37,038) - 902,298 2,312,504
Legal claims in progress 1,258,968 116,490 (259,773) (45,317) 43,886 1,114,254
Provisions arising from the
use of the equity method
6,763,255 481,308 (87,181) (400,241) 6,757,141
Onerous contracts 5,777,177 - - - (470,000) 5,307,177
Others 7,952,565 275,628 (11,973) (10,476) (710,087) 7,495,657
23,199,209 873,426 (395,965) (55,793) (634,143) 22,986,735

25. OTHER CURRENT LIABILITIES

On 30th June 2015 and on 31st December 2014, other current liabilities are as follows:

30 JUNE 2015 31 DECEMBER 2014
Accrued expenses
Holiday pay and bonuses 6,414,944 5,000,578
Interest borne but not yet overdue 9,321,321 5,274,578
Production performed by third parties not yet invoiced 1,615,142 1,304,965
Other accrued expenses 3,586,207 2,941,373
20,937,613 14,521,494
Deferred income
Production invoiced and not yet performed (related to construction contracts) 35,705,187 20,972,205
Subsidies / Government grants 662,437 688,811
Other deferred income 4,292,736 5,908,955
40,660,359 27,569,971
61,597,972 42,091,465

The caption "Other accrued expenses" includes supplies and services rendered up to 30th June 2015 whose invoices were received after this date.

26. CONTINGENT LIABILITIES

There are no significant changes to the ones disclosed in the notes to the financial statements for the period ended on 31st December 2014.

27. COMMITMENTS

Financial Guarantees

On 30th June 2015 and 31st December 2014, the financial guarantees provided by the Group to third parties related to bank guarantees and guarantee insurance to project owners whose projects are undertaken by several Group companies, detailed by currency were as follows:

30 JUNE 2015 31 DECEMBER 2014
Euro 69,883,649 62,776,134
Zloty 1,412,467 1,527,692
New Leu 256,952 582,705
US Dollar 90,090,815 57,260,888
Moroccan dirham 82,986 81,825
Sterling Pound 17,307,951 14,845,136
Real 3,620,067 5,452,876
Rupee - 544,845
Chilean peso - 59,758
182,654,887 143,131,859

The breakdown, by Group company, was as follows:

30 JUNE 2015 31 DECEMBER 2014
Martifer Construções 32,947,544 28,049,199
Martifer Metallic Constructions SGPS 11,902,425 8,034,731
Martifer Solar 40,334,498 14,905,136
Navalria 13,382 13,382
West Sea Lda 435,500 435,500
Martifer Alumínios 8,374,830 7,627,965
Martifer Solar Sistemas Solares 37,350 37,350
Martifer Construcciones Metalicas Espanha 762,061 1,252,100
Martifer Solar NV 693,317 1,459,388
Martifer Polska 559,820 554,820
Martifer Constructii 812,600 1,367,981
Martifer Construções SK 1,538,374 853,427
Martifer Konstrukcje 718,327 841,132
EUROCAB FV 1 SL 29,770 29,770
EUROCAB FV 8 SL 11,227 11,227
EUROCAB FV 9 SL 11,227 11,227
EUROCAB FV 10 SL 11,227 11,227
EUROCAB FV 11 SL 11,227 11,227
EUROCAB FV 12 SL 11,227 11,227
EUROCAB FV 17 SL 11,227 11,227
EUROCAB FV 18 SL 11,227 11,227
Martifer Silverado Fund, LLC 57,577,094 53,062,359
Martifer Construções SAS 115,000 70,000
Martifer Construções Lda (Brasil) 2,519,891 5,452,876
Martifer Aluminios Lda (Brasil) 1,100,176 -
Martifer Construções Angola 3,529,639 3,763,951
Martifer Solar Srl 2,638,929 -
Inspira Martifer Solar Lda - 2,411,610
MARTIFER SOLAR CHILE OPERACIONES [CH] - 544,845
MARTIFER SOLAR UK [UK] 13,386,029 59,758
Martifer SGPS 2,549,740 12,225,987
182,654,887 143,131,859

Additionally, the most significant operating guarantees in force are as follows:

30 JUNE 2015 31 DECEMBER 2014
Martifer Solar SA 4,468,675 4,118,277
Martifer Solar Sistemas Solares 31,057,288 33,795,789
Martifer SGPS 62,398,000 88,898,000
West Sea 1,444,520 -
99,368,483 126,812,065

The 26.5 million euros reduction in Martifer SGPS is due to the extinction of a guarantee in favour of BP Portugal, securing the payments on the acquisition of fuel by Prio Energy, S.A..

The operational guarantees of West Sea issued in 2015 are related with deposits following the construction contracts for Douro Azul.

Pledges or Mortgages

On 30th June 2015 the assets pledged or mortgaged to financial institutions were as follows:

COMPANY GUARANTEE ASSET VALUE DEBT
AMOUNT
Martifer Metallic Constructions SGPS Share pledge of Martifer Aluminios SA 45% (No.shares 225,000) 225,000 16,250,000
Martifer SGPS Share pledge of Martifer Solar SA 55% (No.shares 27,500,000) 27,500,000 6,638,986
Martifer SGPS Mortgage of building in Oliveira de Frades (article 1943) – Components factory
Assets pledge MT Construções
7,318,688 15,499,448
Martifer Construções SA 5 M€ generic mortgage of building in Vale Tripeiro, batch 10 - I/J/K/L/M/N/O
(Benavente)
3,166,122 5,000,000
Martifer SGPS Generic mortgage (7.5M€) of the industrial building Wind Towers (article 1914). 8,608,213
Martifer SGPS nd degree share pledge of Martifer Solar SA 55% (no. shares 27,500,000)
2
st degree share pledge of Martifer Renewables SGPS 65% (no. shares 65,000,000)
1
65,000,000 83,000,000
Martifer SGPS 1,325,363 1,900,000
Martifer Construções SA st degree mortgage of Cutting unit industrial building (Monoblocos)
1
st degree mortgage of Head Office
nd degree mortgage of wind towers industrial building (article 1914).
5,724,674 3,249,608
Martifer Aluminios SA 1
2
3,249,936
Navalria SA 1,590,260
Martifer SGPS Mortgage of building in Oliveira de Frades (article P-2003) OIF MTC Factory 496,736 7,500,000
Martifer Construções SA Mortgage of industrial building MT Alumínios (article 2079) 1,193,513 5,000,000
Martifer Construções SA 3,000,000
Martifer Construções SA -
Martifer Aluminios SA st degree share pledge of 25% of shares of Martifer Renewables SGPS
1
1,000,000
Martifer Aluminios SA (no. shares 25,000,000) 25,000,000 -
Promoquatro Lda 2,000,000
Martifer Energy Systems SGPS 3,000,000
Martifer SGPS Pledge Loan Note Class A n. 5 4,500,000 2,500,000
Martifer Construções SA Promissory pledge Loan Note Class A n. 6 4,500,000 2,500,000
Martifer Aluminios SA 95,437 2,078,312
Mortgage Pilot Building
Mortgage storehouse in Alverca
206,148
77,480
1,415,300
14,000,000
Martifer Metallic Constructions SGPS Mortgage storehouse Trofa
Mortgage land and storehouses in Albergaria
COMPANY GUARANTEE ASSET VALUE DEBT
AMOUNT
Martifer Renovables ETVE, S.A.U. st degree share pledge of 100% of shares of the following companies: Eurocab FV
1
1, S.L., Eurocab FV 2, S.L., Eurocab FV 3, S.L., Eurocab FV 4, S.L., Eurocab FV 5,
S.L., Eurocab FV 6, S.L., Eurocab FV 7, S.L., Eurocab FV 8, S.L., Eurocab FV 9,
S.L., Eurocab FV 10, S.L., Eurocab FV 11, S.L., Eurocab FV 12, S.L., Eurocab FV
13, S.L., Eurocab FV 14, S.L., Eurocab FV 15, S.L., Eurocab FV 16, S.L., Eurocab
FV 17, S.L., Eurocab FV 18, S.L., Eurocab FV 19, S.L.,
425,000 28,291,000
Share pledge of 50 % of shares of Martifer Renovables ETVE 65,100
Martifer Construções Metálicas LTDA Security deposit Banco Safra 89,986
Martifer Construções Metálicas LTDA Security deposit Banco Safra 179,297 89,494
Martifer Construções Metálicas LTDA Security deposit Banco Safra 118,163
MARTIFER CONSTRUCTII SRL Factory mortgage 4,431,380 656,765
Mortgage of lands of farms and all equipment/construction included in the project /
farms
49,558,808
EVIVA NALBANT Share pledge of 100% of Eviva Nalbant 782,56 13,340,442
Pledge of all movable assets (insurances, bank accounts, trade receivables,
intellectual property, etc.)
734,780
Martifer Solar SA Mortgage of building and promise pledge of equipment/inventories 8,846,980 3,964,928
220,594,804 225,507,328

28. RELATED PARTIES

Group companies have commercial relations with each other that qualify them as related party 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 the 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 51 million euros, with special regard to the accounts receivable from Ventinveste and some companies in Poland in the Metallic Constructions segment.

Besides current transactions, some relating to civil construction works 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 on 30th June 2015 that significantly affected the financial position or performance of the Group.

29. SUBSEQUENT EVENTS

JULY 2015

West Sea enters a contract for the construction of two Offshore Patrol Vessels

West Sea was awarded, in Consortium with the company EDISOFT, S.A., the construction of two Offshore Patrol Vessels for the Portuguese Navy for an overall price of 77 million euros, net of VAT. West Sea holds an 83.64 % share in the Consortium. The enforceability of the contract entered into between the Portuguese Government and the Consortium is subject to the approval of the Portuguese Court of Auditors.

30. APPROVAL OF THE FINANCIAL STATEMENTS

The accompanying consolidated financial statements were approved by the Board of Directors on 27th August 2015.

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 the European Union. In the event of discrepancies, the Portuguese version prevails.

Oliveira de Frades, 27th August 2015

The Chief Accountant The Board of Directors

Isabel Cristina Loureiro Silva Carlos Manuel Marques Martins (Chairman)

Jorge Alberto Marques Martins (Vice-Chairman)

__________________________________

Pedro Nuno Cardoso Abreu Moreira (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)

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