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Martifer Management Reports 2012

Jun 1, 2012

1938_10-q_2012-06-01_05efa829-ae04-45f1-ad78-6a64f3b75498.pdf

Management Reports

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CONTENTS

MANAGEMENT REPORT 03
01 MARTIFER GROUP 05
Highlights 06
Key Financial Indicators 06
Main Events 07
02 FINANCIAL PERFORMANCE 09
Results Overview 10
Revenues 11
EBITDA and Net Profit 12
Capex 13
Financial Position and Capital Structure 14
03 ANALYSIS BY SEGMENT 17
Metallic Constructions 18
Solar 21
Other Areas 23
04 MARTIFER SHARE'S PERFORMANCE 25
CONSOLIDATED FINANCIAL INFORMATION 29
05 CONSOLIDATED FINANCIAL STATEMENTS
06 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
31
37

// MANAGEMENT REPORT

MARTIFER GROUP

HIGHLIGHTS

  • Operating Revenues of 112 M€; slight decrease comparing with the same period last year, in an adverse macroeconomic environment
  • EBITDA of 10.3 M€ (+70.2 %), with margin of 9.2 %, i.e., +4.0 p.p. YoY, reflecting the operating efficiency measures previously implemented
  • Strong recovery in the operational performance
  • Net reported Profit attributable to shareholders of -4.7 M€, negatively impacted by the higher net financial costs
  • Current order book in Metallic Construction of 315 M€ and in Solar of 205 M€
1T 1T
€M – IFRS 2012 Marg. 2011 Marg. Var. %
Revenues 112.2 115.9 -3.1%
EBITDA 10.3 9.2% 6.0 5.4% 70.2%
EBIT 5.4 4.8% 1.6 1.4% >100%
Financial Results -8.2 -0.7 <-100%
Profit Before Tax -2.9 0.9 n.m.
Income tax 1.7 0.6 >100%
Consolidated Net Profit -4.6 -4.1% 0.3 0.3% n.m.
Attributable
to non-controlling interests 0.1 -0.1 n.m.
to shareholders -4.7 0.4 n.m.

KEY FINANCIAL INDICATORS

MAIN EVENTSSUBSEQUENT EVENTS

JANUARY 2012

Martifer decides to close Benavente factory

The Board of Martifer Metallic Constructions has taken the decision to close, in August 2012, the steel structures' unit in Benavente. This is due to an internal re-adjustment of the response capacity at the industrial level, due to the decreasing demand in the Iberian construction sector.

MARCH 2012

Martifer wins the award of two hotel-boats

Martifer has gained the award of two hotel-boats from Douro Azul. The work will be done by its subsidiary Navalria by 2013.

SUBSEQUENT EVENTS

APRIL 2012

Martifer sells Silverton Project in Australia

Macquarie Capital Wind Fund Pty Limited signed the share sale agreement that defines the terms and conditions to sell the 3,240,001 ordinary shares, representing 50 % of the share capital of the company Silverton Wind Farm Holdings Pty Limited, and consequently the development rights for the Silverton wind farm in New South Wales, Australia, for approximately AUD 5.6 million. This transaction was conditional to the consent, by the State of New South Wales to the change in control of the company, which was obtained already in April. The impact of this transaction is not significant in the consolidated financial statements of Martifer Group.

Martifer sells wind towers facility in the US

Martifer sold the shares representative of 50 % of Martifer-Hirschfeld Energy Systems LLC, company that holds the towers factory in the United States of America, to Hirschfeld Group, by USD 2.3 million. The impact of this transaction in the consolidated financial statements of the Group was accounted for in December 2011, through the recognition of an impairment loss.

Martifer returns to 55% share capital in Martifer Solar

Martifer sold 10,000,000 shares, representative of 20 % of the share capital of Martifer Solar, to HSF, for 15.6 million Euro, correspondent to the Equity Value of that company, and returned to the shareholders structure owned by the two partners in the past ( 55 % and 45 %, Martifer SGPS and HSF, respectively).

FINANCIAL PERFORMANCE

02 | FINANCIAL PERFORMANCE

RESULTS ANALYSIS

M€ 1Q12 1Q11 Var. %
Revenues 112.2 115.9 -3.1%
Earnings before depreciation, amortization and provisions
& impairment losses (EBITDA)
10.3 6.0 70.2%
EBITDA margin 9.2% 5.2% 4.0 pp
Depreciation & Amortization 4.5 5.0 -8.8%
Provisions & Impairment Losses 0.4 0.1 >100%
Operating Income (EBIT) 5.4 1.6 >100%
EBIT margin 4.8% 1.4% 3.3 pp
Financial Results -8.2 -0.7 <-100%
Profit before taxes -2.9 0.9 n.m.
Income tax 1.7 0.6 >100%
Net Profit -4.6 0.3 n.m.
Attributable to non-controlling interests 0.1 -0.1 n.m.
Attributable to shareholders -4.7 0.4 n.m.
per share € -0.048 0.004

REVENUES

In the first quarter 2012 Operating Revenues had a slight decreased of 3.1 % YoY to 112.2 million euro, showing resilience to current economic conditions and the adverse impacts of the austerity plans underway in Europe and negatively impacted at the sectorial level, especially in the fields of infrastructure, which require the implementation of new financing models.

Metallic Construction business area presented a decrease of 15.6 % YoY, in Revenues. Stronger markets such as the UK, France and Brazil should gradually compensate the weak performance in the Iberian market. Particularly Brazil is living an outstanding demand momentum with the coming up of important events, such as the next World Cup and the Olympic Games.

The Solar business ended the first quarter 2012 again with strong revenue growth, of approximately 30 % YoY, to 51.3 million euro. This impressive performance was achieved as a result of the strategy implemented, diversifying its activity to several geographies throughout 2011, and taking advantage of the current buoyancy of the photovoltaic sector.

1Q2012 1Q2011
Revenues M€ Weight M€ Weight Var. %
Martifer Consolidated 112.2 115.9 -3.1%
Metallic Construction 61.2 54.5% 72.5 62.6% -15.6%
Solar 51.3 45.7% 39.5 34.1% 29.9%
Others -0.3 -0.3% 3.9 3.4% -107.3%

Note: Others include RE Developer, Holding and Shared Services

The contribution of Iberian Peninsula for the total value of revenues is 29 %. The remaining value is dispersed by more than 20 countries.

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REVENUES BREAKDOWN – IBERIA vs. INTERNATIONAL

EBITDA AND NET PROFIT

First quarter 2012 consolidated EBITDA registered an increase of 70.2 %YoY to 10.3 million euro, with a margin of 9.2 %, which is compared with 5.2 % in the first quarter 2011.

The operational performance recovery is explained by: (1) better margins in metallic constructions, impacted by the restructuring plan under way, and (2) the Improvement of the margins mix of solar projects.

1Q2012 1Q2011
EBITDA M€ Margin M€ Margin Var. %
Martifer Consolidated 10.3 9.2% 6.0 5.2% 70.2%
Metallic Construction 4.1 6.6% 3.8 5.2% 7.7%
Solar 4.9 9.5% 0.7 1.8% >100%
Others 1.4 - 1.5 - -

Note: Others include RE Developer, Holding and Shared Services

In the first quarter 2012, net financial expenses totalled 8.2 million euro, what is comparable with 7.5 million euro (+10.8 % YoY, in a recurrent base), once in 2011 it includes 5.9 million euro of capital gains, mostly with the sale of Home Energy and REpower Portugal.

Net foreign exchange result was negative, reaching a 0.5 million euro loss, consequence of the Zloty, Angolan Kwanza and Real depreciation against the Euro, which compares with 1.1 million euro in the first quarter 2011.

Net interest expense was 4.8 million euro in the first quarter, 14.2 % above the 4.2 million euro, achieved in the first quarter 2011.

The net contribution from the application of the Equity Method to the subsidiaries Prio Energy and Prio Foods (accounted at 49 %) was approximately zero.

/ / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / /

Thus, the Net Profit attributable to shareholders in the first quarter amounted to negative 4.6 million euro.

CAPEX

The amount of investment in fixed assets in the first quarter 2012 reached 12 million euro, mostly applied to: (i) the development of RE Developer's wind farms in Romania (8.2 million euro) and varied maintenance capex in the Metallic constructions (2.7 million euro).

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INVESTMENT IN FIXED ASSETS AND GOODWILL QUARTER TREND (2010 – 2012) - €M

CAPITAL STRUCTURE ANALYSIS

FINANCIAL POSITION

€M 1Q2012 2011 Var.
Fixed Assets (including Goodwill) 346.5 363.1 -4.8%
Other non-current assets 189.3 181.4 4.4%
Inventory and Receivables 407.1 415.5 -1.8%
Cash and cash equivalents 29.8 77.9 -61.8%
Total Assets 972.8 1.037.8 -6.3%
Shareholders' Equity 230.1 251.5 -8.5%
Non-controlling interests 32.1 31.8 1.0%
Total Equity 262.2 283.3 -7.5%
Non-current debt and leasings 144.8 233.3 -38.0%
Other non-current liabilities 36.9 38.9 -5.3%
Current debt and leasings 253.4 174.4 45.3%
Other current liabilities 275.6 307.8 -10.5%
Total Liabilities 710.6 754.5 -5.8%

Total assets at 31st March 2012, amounted to 972.8 million euro, which is compared to 1,037.8 million euro at 31st December 2011. Non-current assets reached 535.7 million euro compared with 542.5 million euro, respectively at the end of 2011.

Total Equity decreased by 21.1 million euro to 262.2 million euro at the end of the quarter. This decrease is mostly explained by the Net Loss and changes in the accounting police regarding the measurement of land and building held for use, from fair value to acquisition cost, equivalent to 19.9 million euro.

At the end of the period, Martifer continues to show a robust capital structure with a financial autonomy ratio of approximately 27 %.

NET DEBT

M€ Metallic
Construction
Solar RE Developer Holding Martifer
Consolidated
Corporate Net Debt allocated
to operating activities
86 65 26 151 328
Corporate Net Debt allocated
to non-operating activities
27 27
Non-Recourse Net Debt 14 14
Total Net Debt 114 65 40 151 369
Holding debt allocated to business units 46 84 -130

Note: Net Debt = Borrowings + Financial Leases (+/-) Derivatives – Cash and Cash Equivalents

The Group's Consolidated Net Debt at 31st March 2012 totalled 369 million euro.

It is Martifer Group's objective to have a debt level between 230 million euro and 250 million euro by the end of 2013. Considering the present debt level (369 million euro) it is our goal to pursue further debt reduction of 119 million euro up to 139 million euro in the next two years (2012 and 2013) by the sale of non-core assets, mainly wind farms, solar projects and, residually, from the sale of real estate projects.

04

ANALYSIS BY SEGMENT

03 | ANALYSIS BY SEGMENT

METALLIC CONSTRUCTIONS

SECTOR TRENDS

In Europe, Construction output fell by the sharpest pace in three years in 1st quarter 2012 highlights the detrimental effect the government's austerity measures are having on the industry.

In one hand, on a national scale, small and medium sized contractors are struggling to compete; on the other hand larger companies are cutting down their national operations and look elsewhere for opportunities.

News about the economic growth stimulate that backed infrastructure investment plan could provide some solace to an industry which is struggling to keep its head above water.

Only Emerging markets have been driving economic growth and there has been significant demand for metallic structure, mostly in Asia and South America.

ACTIVITY

The order book amounts 315 million euros of projects, in 12 different countries. From the last awarded projects, the most significant are the Réaménagement des Halles in Paris, the KASK stadium in Jeddah, Saudi Arabia and the Shopping Londrina in Brazil.

ORDER BACKLOG – FEATURED PROJECTS

PROJECT LOCATION TOTAL VALUE BEGINNING YEAR END YEAR
Douro Azul Ships Aveiro, Portugal Euro 13.0 M 2012 2013
Galp Petrogal (conversion of refinery) Sines, Portugal Euro 29.5 M 2009 2012
Ulla Bridge Corunna, Spain Euro 20.8 M 2009 2014
Amiens Hospital Amiens, France Euro 7.4 M 2010 2012
Office Building – ZAC Victor Hugo Paris, France Euro 3.1 M 2010 2012
CHU D'Orleans Paris, France Euro 9.6 M 2010 2013
Lille Stadium (locksmiths) Lille, France Euro 6.4 M 2011 2012
Réaménagement des Halles Paris, France Euro 6.2 M 2012 2014
Canberra Airport Terminal Canberra, Australia AUD 10.6 M 2009 2012
18 Bridges in the new A1Highway Torun, Poland PLN 66.5M 2010 2012
Alstom – Mannheim 9 Mannheim, Germany Euro 20.9 M 2010 2012
Office Building in Luanda Luanda, Angola Euro 13.3 M 2010 2012
"Financial City" Luanda, Angola Euro 13.6 M 2010 2012
Airport Catumbela second phase Catumbela, Angola Euro 3.5 M 2012 2012
Scotland's National Arena Glasgow, Scotland GBP 12.9 M 2011 2012
Birmingham New Street Birmingham, England GBP 8.2 M 2011 2012
BBVA Headquarters Madrid, Spain Euro 11.8 M 2011 2012
King Abdullah Financial District Riyadh, Saudi Arabia Euro 20.8 M 2011 2012
KASK Steel Structure Jeddah, Saudi Arabia Euro 24.9 M 2012 2013
Vale Verde Shopping São Paulo, Brazil BRL 13.0 M 2011 2012
Fonte Nova Stadium Salvador, Brazil BRL 37.5 M 2011 2012
Castelão Stadium Fortaleza, Brazil BRL 39.5 M 2011 2012
Grémio de Porto Alegre, Stadium Porto Alegre, Brazil BRL 32.6 M 2011 2012
Shopping Londrina Londrina, Brazil BRL 15.3 M 2012 2012

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ORDER BOOK BREAKDOWN BY COUNTRY

RESULTS

Metallic Construction Revenues reached 61.2 million euro in the first quarter 2012, corresponding to a decrease of 15.6% YoY, justified by lower activity and unfavourable sector environment which intensified in the quarter. Nevertheless, the company could offset decreases, particularly in Iberia and Eastern Europe, compensating with the new strategic geographies, with the highlight of Brazil. This trend should continue in the following quarters along 2012, supported by the strong order book.

We remind that the new facility in Pindamonhangaba, São Paulo region with a production capacity of 12,000 tons/year of metallic structures is operating since January 2012.

The EBITDA in the first quarter increased by 8%, to 4.1 million euro, corresponding to a 6.6 % margin, equivalent to an improvement of 1.4 p.p. This increase is justified by the higher margins, already showing signs of the restructuring plan focused in the operating efficiency, increased of productivity and lower capex.

Net Financial Expenses in the first quarter increased from 1.1 million euro to 3.3 million euro, which is justified by the higher net financial costs and unfavourable FX effects, compared with same period last year.

Net Profit totalled -2.0 million euro, of which 0.1 million euro attributable to non-controlling interests.

Net Financial Debt in Metallic Constructions is stable (113.6 million euro of financial debt and 46 million euro debt at the holding level), which is the outcome of a rigorous control of working capital.

Total capex reached 2.7 million euro mostly of it maintenance investment in machinery and facilities.

Metallic Construction 1Q12 1Q12 Var. %
€M
Revenues 61.2 72.5 -16%
EBITDA 4.1 3.8 8%
EBITDA Margin 6.6% 5.2% 1.4 pp
EBIT 1.9 1.1 79%
EBIT Margin 3.1% 1.5% 1.6 pp
Net Financial Expenses 3.3 1.1 193%
Income tax 0.6 0.2 279%
Net Profit -1.9 -0.2 >100%
Attributable to non-controlling interests 0.1 -0.1 n.m.
Attributable to shareholders -2.0 -0.1 >-100%

SOLAR

SECTOR TRENDS

PV sector had a very positive 1st Quarter driven by tariff deadlines in Germany, UK, Italy and India, and US project finance in 2011.

The main markets in Europe, Germany and Italy, have shown strong demand, despite the severe cuts in the feed-in tariff.

Bloomberg Energy Finance forecasts for 2012 a total volume between 26.3 and 35.0 GW, as some markets become slightly more clear.

There is a new high-feed-in tariff in Japan, and China has released a larger-than-expected pipeline of projects approvals for its Golden Sun commercial incentive scheme, which means that new markets are being created what maintains the sector very active.

Margins for solar companies, in general, are negative and expected to remain so next quarter until significant capacity drops out.

ACTIVITY

The backlog of turnkey contracts is 205 million euro, with Portugal, USA, France and Belgium as the geographies with the most significant contributions.

RESULTS

Solar Revenues grew by 30 % YoY in the first quarter, totalling 51.3 million euro, and reflecting the intense growth strategy implemented, based on the increased level of internationalization, and also due to the positive trend of PV demand.

By the end of the first quarter of 2012, Martifer Solar was already present in more than 20 countries, compared with 2010 which had only the contribution of 12 countries. Always with a focus on strategic positioning in mature countries, with a favourable regulatory framework, and emerging countries, with good solar potential for the execution of on-grid and off-grid solutions.

The geographies with higher contribution in terms of Revenue in the period were France, USA, Portugal and Belgium.

EBITDA in the first quarter increased significantly, from 0.7 to 4.9 million euro, corresponding to a rise in margin of 7.7 p.p. to 9 %. This increase in margin is justified by the mix of sales registered in the quarter, which had more EPC projects, with higher margins, than distribution sales.

Net Financial Expenses recorded 2.0 million euro in the first quarter.

Net Profit totalled 1.0 million euro, showing a decrease against 0.8 million euro in the same period last year.

CAPEX in the first quarter was 8.2 million euro. This value is explained by the investment in project development, mostly in the USA and France, expected to be sold by 2013.

Net Debt increased from 45.8 million euro at the end of the 2011, to 64.9 million euro, an increase of 19.1 million euro explained by the capex in the period and working capital effort.

Solar 1T12 1T11 Var. %
€M
Revenues 51.3 39.5 29.9%
EBITDA 4.9 0.7 >100%
EBITDA Margin 9% 2% 7,7pp
EBIT 4.1 0.2 >100%
EBIT Margin 7.9% 0.5% 7.4 pp
Net Financial Expenses 2.0 -1.2 n.m.
Income tax 1.1 0.6 85.8%
Net Profit 1.0 0.8 28.2%
Attributable to non-controlling interests 0.0 0.2 -1.0%
Attributable to shareholders 1.0 0.6 -0.3

OTHER AREAS

RESULTS

The results of the 'Others' segment groups the activity of 'RE Developer', the Holding and Shared Services.

Of the total amount of Revenues, RE Developer contributed with 3.4 million euro in the first quarter.

Total EBITDA of RE Developer reached 1.7 million euro in the first quarter, representing an EBITDA margin of 49%, which is compared with 37.5 % in the same period last year.

Net Profit, in the first quarter, was 0.5 million euro negative, suffering from the impact of net financial expenses.

Total net capex of RE developer in the period reached 0.6 million euro, mostly in the construction of the wind farm in Romania (Babadag).

Net Financial Debt of RE Developer amounted to 40 million euro at the end of the quarter, of which14.1 million euro from project finance and should be added 19.3 million euro of debt at the Holding level allocated to the business area.

RE Developer 1Q12 1Q11 Var. %
€M
Revenues 3.4 3.8 -9.7%
EBITDA 1.7 1.4 18.1%
EBITDA Margin 49.0% 37.5% 11.6 pp
EBIT 0.2 0.7 -72.4%
EBIT Margin 5.5% 18.0% -12.5 pp
Net Financial Expenses 0.6 2.1 -70.0%
Income tax 0.1 -0.2 -132.6%
Net Profit -0.5 -1.3 -61.5%
Attributable to non-controlling interests 0.1 -0.1 n.m.
Attributable to shareholders -0.6 -1.1 -45.5%

05

SHARE PERFORMANCE

Source: Reuters

Martifer's share price performance underperformed by 14% in the first quarter 2012, when compared with the PSI-20, the major Euronext Lisbon market index which increased by 0.4 %. Nevertheless, the same analysis comparison since the beginning of 2011, both underperformed by 34 % and 29 %, respectively.

Martifer's share price ended the first quarter 2012 at 0.92 €/share; the highest price achieved was 1.14 €/share and the lowest price was 0.83 €/share. The average volume of stock traded during the period was 18,722 shares.

During in the first quarter 2012 was possible to see some recovery in the stock markets, discounting some positive indicators and hopes of an Economic recovery in Europe: Dax (1.04 %); FTSE 100 (0.46 %); Dow Jones Ind. (0.40 %).

/ / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / /

Overall, Martifer's market capitalization totalled 92 million euro at the end of the period.

PURCHASE OF OWN SHARES

In accordance with CMVM regulation 5/2008, namely article 11, numbers 1 and 2, we inform that Martifer SGPS, SA (Martifer) purchased in the Stock Exchange:

Date Market / Transaction Size (shares) PRICE (€) Number Hold
02-Jan-12 Euronext Lisbon – Purchase 5,555 1.0849 5,555
04-Jan-12 Euronext Lisbon – Purchase 5,950 1.0813 11,505
05-Jan-12 Euronext Lisbon – Purchase 19,580 1.0800 31,085
09-Jan-12 Euronext Lisbon – Purchase 7,430 1.0794 38,515
10-Jan-12 Euronext Lisbon – Purchase 2,300 1.1100 40,815
11-Jan-12 Euronext Lisbon – Purchase 1,600 1.1203 42,415
12-Jan-12 Euronext Lisbon – Purchase 16,380 1.0865 58,795
13-Jan-12 Euronext Lisbon – Purchase 150 1.0920 58,945
16-Jan-12 Euronext Lisbon – Purchase 5,350 1.1128 64,295
17-Jan-12 Euronext Lisbon – Purchase 380 1.1300 64,675
18-Jan-12 Euronext Lisbon – Purchase 5,340 1.1122 70,015
19-Jan-12 Euronext Lisbon – Purchase 5,900 1.1251 75,915
20-Jan-12 Euronext Lisbon – Purchase 1,120 1.1008 77,035
23-Jan-12 Euronext Lisbon – Purchase 8,195 1.100 85,230
24-Jan-12 Euronext Lisbon – Purchase 9,160 1.1000 94,390
25-Jan-12 Euronext Lisbon – Purchase 1,000 1.0915 95,390
26-Jan-12 Euronext Lisbon – Purchase 12,000 1.0842 107,390
27-Jan-12 Euronext Lisbon – Purchase 3,589 1.0758 110,979
30-Jan-12 Euronext Lisbon – Purchase 14,974 1.0741 125,953
31-Jan-12 Euronext Lisbon – Purchase 3,204 1.0701 129,157
01-Feb-12 Euronext Lisbon – Purchase 7,350 1.0801 136,507
02-Feb-12 Euronext Lisbon – Purchase 2,750 1.0776 139,257
03-Feb-12 Euronext Lisbon – Purchase 2,150 1.0708 141,407
06-Feb-12 Euronext Lisbon – Purchase 11,800 1.0702 153,207
07-Feb-12 Euronext Lisbon – Purchase 21,700 1.0704 174,907
08-Feb-12 Euronext Lisbon – Purchase 3,914 1.0845 178,821
13-Feb-12 Euronext Lisbon – Purchase 4,090 1.0602 182,911
14-Feb-12 Euronext Lisbon – Purchase 1,000 1.0776 183,911
02-Mar-12 Euronext Lisbon – Purchase 6,700 1.06 190,611
05-Mar-12 Euronext Lisbon – Purchase 7,475 1.04 198,086
06-Mar-12 Euronext Lisbon – Purchase 6,230 1.02 204,316
07-Mar-12 Euronext Lisbon – Purchase 7,428 1.01 211,744
08-Mar-12 Euronext Lisbon – Purchase 25,500 1.00 237,244
09-Mar-12 Euronext Lisbon – Purchase 35,344 0.96 272,588
12-Mar-12 Euronext Lisbon – Purchase 6,489 0.98 279,077
13-Mar-12 Euronext Lisbon – Purchase 18,340 0.96 297,417
14-Mar-12 Euronext Lisbon – Purchase 37,594 0.92 335,011
15-Mar-12 Euronext Lisbon – Purchase 22,559 0.85 357,570
16-Mar-12 Euronext Lisbon – Purchase 6,270 0.93 363,840
19-Mar-12 Euronext Lisbon – Purchase 150 0.95 363,990
20-Mar-12 Euronext Lisbon – Purchase 3,110 0.93 367,100
21-Mar-12 Euronext Lisbon – Purchase 241 0.93 367,341
22-Mar-12 Euronext Lisbon – Purchase 6,000 0.93 373,341
23-Mar-12 Euronext Lisbon – Purchase 1,248 0.93 374,589
26-Mar-12 Euronext Lisbon – Purchase 5,620 0.92 380,209
27-Mar-12 Euronext Lisbon – Purchase 17,000 0.92 397,209
28-Mar-12 Euronext Lisbon – Purchase 250 0.92 397,459
29-Mar-12 Euronext Lisbon – Purchase 300 0.93 397,759
30-Mar-12 Euronext Lisbon – Purchase 5,050 0.90 402,809

Following these transactions Martifer holds 2,150,246 own shares representing 2.15% of its share capital.

Oliveira de Frades, 22 May 2012

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)

Luis Filipe Cardoso da Silva (Member of the Board of Directors) Arnaldo José Nunes da Costa Figueiredo (Member of the Board of Directors)

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

// CONSOLIDATED FINANCIAL INFORMATION

CONSOLIDATED FINANCIAL STATEMENTS

05 | CONSOLIDATED FINANCIAL STATEMENTS

CONSOLIDATED INCOME STATEMENTS FOR THE QUARTERS ENDED 31 MARCH 2012 AND 2011

(Amounts expressed in Euro)

(TRANSLATION OF CONSOLIDATED FINANCIAL STATEMENTS ORIGINALLY ISSUED IN PORTUGUESE - NOTE 36)

NOTES 3M' 2012
(NON AUDITED)
3M' 2011 RESTATED
(NON AUDITED)
3M' 2011
(NON AUDITED)
Sales and services rendered 4 and 5 111,062,342 110,286,908 111,492,355
Other income 6 1,173,024 4,502,156 4,376,946
Cost of goods sold 7 (49,230,107) (49,012,516) (49,311,830)
Subcontractors 7 (22,159,227) (23,255,988) (23,255,988)
Gross profit 40,846,032 42,520,560 43,301,483
External supplies and services 8 (17,354,331) (18,909,192) (19,298,058)
Staff costs 9 (20,781,832) (18,766,861) (18,929,799)
Other operational gains and losses 10 7,582,366 435,970 973,973
4 10,292,235 5,280,477 6,047,599
Amortizations 4, 17 and 18 (4,529,638) (4,284,086) (4,966,285)
Impairment losses 11 (410,222) (396,914) (53,366)
Provisions 11 and 30 - 579,592 568,564
Operating income 4 5,352,375 1,179,069 1,596,512
Financial income 12 6,492,947 11,367,887 10,821,325
Financial expenses 12 (14,289,652) (12,129,088) (12,373,634)
Gains / (losses) on associate companies and joint arrangements 13 (410,291) 1,152,638 845,344
Income tax 14 (1,700,476) (506,269) (561,399)
Profit after tax 4 (4,555,097) 1,064,237 328,148
Earnings of the disposal group classified as held for sale 3 (2,152) - -
Attributable to:
non-controlling interests - - -
owners of Martifer (2,152) - -
Profit for the year (4,557,249) 1,064,237 328,148
Attributable to:
non-controlling interests 141,300 (53,272) (53,272)
owners of Martifer (4,698,549) 1,117,509 381,420
Earnings per share:
Basic 15 (0.0479) 0.0113 0.0038
from continuing operations (0.0479) 0.0113 0.0038
from disposal group classified as held for sale - - -
Diluted 15 (0.0479) 0.0113 0.0038
from continuing operations (0.0479) 0.0113 0.0038
from disposal group classified as held for sale - - -

The accompanying notes are part of these financial statements

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE QUARTERS ENDED 31 MARCH 2012 E 2011

(Amounts expressed in Euro)

(TRANSLATION OF CONSOLIDATED FINANCIAL STATEMENTS ORIGINALLY ISSUED IN PORTUGUESE - NOTE 36)

3M' 2012
(NON AUDITED)
3M' 2011 RESTATED
(NON AUDITED)
3M' 2011 (NON
AUDITED)
Profit for the year (4,557,249) 1,064,237 328,148
Fair value of cash flow hedges (derivatives), net of tax (5,660) 179,684 206,890
Fair value of available for sale financial assets, net of tax - - -
Exchange differences arising on (i) translating foreign operations; (ii) net investment in
subsidiaries and (iii) goodwill
1,074,943 1,959,442 1,900,007
Gains on revaluation of tangible fixed assets, net of tax - - -
Income recognized directly in equity 1,069,283 2,139,126 2,106,897
Total comprehensive income for the period (3,487,966) 3,203,363 2,435,045
Attributable to:
non-controlling interests 219,817 16,465 16,465
owners of Martifer (3,707,783) 3,186,898 2,418,580

The accompanying notes are part of these financial statements

CONSOLIDATED STATEMENTS OF FINANCIAL POSITION AT 31 MARCH 2012 AND 31 DECEMBER 2011

(Amounts expressed in Euro)

(TRANSLATION OF CONSOLIDATED FINANCIAL STATEMENTS ORIGINALLY ISSUED IN PORTUGUESE - NOTE 36)

31 DECEMBER 31 DECEMBER
NOTES 31 MARCH 2012 2011 2011
(NON AUDITED) RESTATED
(NON AUDITED)
(AUDITED)
ASSETS
Non-current assets
Goodwill 16 18,253,893 18,136,268 18,136,268
Intangible assets 17 42,512,637 40,000,945 40,000,945
Tangible assets 18 285,717,735 285,084,969 304,939,148
Investment property 19 17,576,168 17,274,846 17,274,846
Financial assets under the equity method 20 13,601,342 14,867,827 14,867,827
Available for sale investments 21 4,406,211 2,179,021 2,179,021
Other non-current receivables 23 142,092,571 135,575,300 135,575,300
Deferred tax assets 11,573,853 11,490,963 11,490,963
535,734,411 524,610,139 544,464,318
Current assets
Inventories 22 32,856,697 31,152,897 31,152,897
Trade receivables 23 155,949,240 191,107,588 191,107,588
Other receivables 23 41,060,618 43,066,127 43,066,127
Income tax 24 2,524,284 2,366,787 2,366,787
Current tax assets 24 21,672,676 19,670,837 19,670,837
Other current assets 25 150,489,408 128,118,298 128,118,298
Cash and cash equivalents 26 29,780,204 77,886,483 77,886,483
Disposal group classified as held for sale 3 2,623,392 - -
436,956,519 493,369,017 493,369,017
Total assets 4 972,690,930 1,017,979,156 1,037,833,335
EQUITY
Issued capital 27 50,000,000 50,000,000 50,000,000
Reserves 184,682,813 234,520,757 251,133,360
Profit for the year (4,698,549) (48,587,256) (49,600,348)
Equity attributable to owners of Martifer 229,984,264 235,933,501 251,533,012
Non-controlling interests 27 32,115,219 31,783,623 31,783,623
Non-controlling interests attributable to the disposal group classified as held for sale - - -
Total equity 262,099,483 267,717,124 283,316,635
LIABILITIES
Non-current liabilities
Borrowings 28 128,450,849 215,440,560 215,440,560
Obligation under finance leases 16,317,487 17,902,006 17,902,006
Other non-current liabilities 29 19,717,467 17,458,625 17,458,625
Provisions 30 13,678,683 13,383,765 13,383,765
Deferred tax liabilities 3,481,540 3,851,678 8,106,346
181,646,026 268,036,634 272,291,302
Current liabilities
Borrowings 28 246,132,942 167,209,008 167,209,008
Obligation under finance leases 7,243,775 7,209,061 7,209,061
Trade payables 29 172,647,922 202,293,996 202,293,996
Other payables 29 37,282,444 38,281,720 38,281,720
Income tax 31 6,868,258 5,051,259 5,051,259
Current tax liabilities 31 14,605,072 23,232,579 23,232,579
Other current liabilities 32 43,620,325 38,470,310 38,470,310
Derivatives 538,593 477,465 477,465
Liabilities related to the disposal group classified as held for sale 3 6,090 - -
528,945,421 482,225,398 482,225,398
Total liabilities 4 710,591,447 750,262,032 754,516,700
Total equity and liabilities 972,690,930 1,017,979,156 1,037,833,335

The accompanying notes are part of these financial statements

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY FOR THE QUARTERS ENDED 31 MARCH 2012 AND 2011

(Amounts expressed in Euro)

(TRANSLATION OF CONSOLIDATED FINANCIAL STATEMENTS ORIGINALLY ISSUED IN PORTUGUESE - NOTE 36)

FAIR VALUE RESERVES
ISSUED
CAPITAL
TREASURY
STOCK
SHARE
PREMIUM
REVALUATION
OF FIXED
ASSETS
AVAILABLE
FOR SALE
INVESTMENS
CASH FLOW
HEDGE
DERIVATIVES
FOREIGN
CURRENCY
TRANSLATION
RESERVES
STOCK
OPTIONS
RESERVES
OTHER
RESERVES
NET PROFIT
OF THE YEAR
EQUITY
ATTRIBUTABLE
TO OWNERS OF
THE PARENT
NON
CONTROLLING
INTERESTS
TOTAL EQUITY
Balance at 1 January 2011 50,000,000 (852,587) 186,500,000 15,927,250 - (228,755) (13,497,358) 113,495 126,191,830 (54,894,057) 309,259,817 30,988,179 340,247,995
Changes in the consolidated method and measurement
policy (Note 1)
- - - (15,927,250) - (27,207) 59,435 (1,187,326) 736,089 (16,346,259) 606,843 (15,739,416)
50,000,000 (852,587) 186,500,000 - - (255,962) (13,437,923) 113,495 125,004,503 (54,157,968) 292,913,557 31,595,022 324,508,579
Appropriation of the profit of 2010 - - - - - - - - (54,894,057) 54,894,057 - - -
Comprehensive income for the year:
Profit for the year - - - - - - - - - 381,420 381,420 (53,272) 328,148
Exchange differences arising on (i) translating foreign
operations and (ii) net investment in subsidiaries
- - - - - - 2,124,014 - - - 2,124,014 17,602 2,141,616
Exchange differences arising on goodwill - - - - - - (241,610) - - - (241,610) - (241,610)
Gains on revaluation of properties - - - - - - - - - - - - -
Other changes in equity of subsidiaries - - - - - 154,755 - - - - 154,755 52,135 206,890
Total comprehensive income for the year - - - - - 154,755 1,882,405 - - 381,420 2,418,580 16,465 2,435,045
Acquisition of treasury stock - (679,544) - - - - - - - - (679,544) - (679,544)
Stock options - - - - - - - 21,848 - - 21,848 - 21,848
Share capital increase in subsidiaries - - - - - - - - - - - 1,381,299 1,381,299
Non-controlling interests transactions - - - - - - - - (254,512) - (254,512) 4,512 (250,000)
Other changes in equity of subsidiaries - - - - - - - - 1,339,022 - 1,339,022 (424,469) 914,553
Changes in the consolidation perimeter - - - - - - - - - - - 2,046,256 2,046,256
Balance at 31 March 2011 50,000,000 (1,532,131) 186,500,000 - - (101,207) (11,555,518) 135,343 71,194,957 1,117,509 295,758,952 34,619,085 330,378,037
Balance at 1 January 2012 50,000,000 (2,415,630) 186,500,000 - - (289,985) (19,563,611) 198,979 69,908,833 (48,587,256) 235,751,330 31,783,623 267,534,953
Appropriation of the profit of 2011 - - - - - - - - (48,587,256) 48,587,256 - - -
Comprehensive income for the year: - -
Profit for the year - - - - - - - - - (4,698,549) (4,698,549) 141,300 (4,557,249)
Exchange differences arising on (i) translating foreign
operations and (ii) net investment in subsidiaries
- - - - - - 871,983 - - - 871,983 85,336 957,318
Exchange differences arising on goodwill - - - - - - 117,583 - - - 117,583 42 117,625
Other changes in equity of subsidiaries - - - - - 1,200 - - - - 1,200 (6,860) (5,660)
Total comprehensive income for the year - - - - - 1,200 989,566 - - (4,698,549) (3,707,783) 219,817 (3,487,966)
Acquisition of treasury stock - (407,279) - - - - - - - - (407,279) - (407,279)
Stock options - - - - - - - - - - - - -
Other changes in equity of subsidiaries - - - - - - - - (863,858) - (863,858) 302,904 (560,954)
Changes in the consolidation perimeter - - - - - - - - - - - - -
Non-controlling interests transactions - - - - - - - - (692,811) - (692,811) (191,126) (883,937)
Balance at 31 March 2012 50,000,000 (2,822,909) 186,500,000 - - (288,785) (18,574,045) 198,979 19,764,907 (4,698,549) 230,079,598 32,115,219 262,194,816

The accompanying notes are part of these financial statements

/ / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / /

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE QUARTERS ENDED 31 MARCH 2012 AND 2011

(Amounts expressed in Euro)

(TRANSLATION OF CONSOLIDATED FINANCIAL STATEMENTS ORIGINALLY ISSUED IN PORTUGUESE - NOTE 36)

3M' 2012 3M' 2011
(NON AUDITED) (NON AUDITED)
OPERATING ACTIVITIES
Receipts from customers 156,992,976 178,869,461
Payments to suppliers (129,463,256) (163,208,881)
Payments to employees
Cash generated from operations
(19,665,495)
7,864,225
(17,368,280)
(1,707,700)
Income tax paid (544,159) (1,162,005)
Other receipts/(payments) relating to operating activities (5,207,442) (5,519,838)
Cash generated from other operating activities (5,751,600) (6,681,843)
Net cash generated by operating activities (1) 2,112,624 (8,389,543)
INVESTING ACTIVITIES
Receipts arising from:
Financial assets - 300,000
Tangible assets 409,093 147,747
Intangible assets 411,512 -
Investment grants - -
Interest and similar income 1,238,807 623,454
Dividends - -
Others 408,500 -
2,467,912 1,071,201
Payments arising from:
Financial assets (883,937) (5,238,750)
Tangible assets (7,418,236) (8,548,079)
Intangible assets (4,210,234) (3,814,455)
Others (5,000) -
(12,517,407) (17,601,284)
Net cash generated by investing activities (2) (10,049,495) (16,530,084)
FINANCING ACTIVITIES
Receipts arising from:
Borrowings 75,190,448 179,063,622
Issue of equity shares, supplementary capital and share premiums - 2,681,299
Grants and donations 16,043 -
Others 258,196 514,320
75,464,687 182,259,242
Payments arising from:
Borrowings (83,256,225) (151,458,863)
Leasings (1,549,805) (6,122,510)
Interest and similar costs (6,360,912) (4,397,030)
Dividends - -
Acquisition of treasury stock (2,822,909) -
Others (271,480) (1,015,476)
(94,261,331) (162,993,879)
Net cash generated by financing activities (3) (18,796,644) 19,265,363
Net increase in cash and cash equivalents (4)=(1)+(2)+(3) (26,733,515) (5,654,263)
Changes in the consolidation perimeter and others (20,902,522) (758,191)
Effect of foreign exchange currencies (470,242) (1,095,401)
Cash and cash equivalents at the beginning of the year 77,886,483 76,666,431
Cash and cash equivalents at the end of the year 29,780,204 69,158,575

The accompanying notes are part of these financial statements

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

06 | NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

INTRODUCTORY NOTE

Martifer SGPS, S.A., with its head-office at Zona Industrial, Apartado 17, Oliveira de Frades – Portugal ('Martifer SGPS' or 'the Company'), and its group of companies ('Group'), have as its main activity the construction of steel infrastructures and solar activity - which focuses on the development of photovoltaic projects, the installation of turnkey photovoltaic parks or under the EPC and the development of architectural integration projects and microgeneration. They also have other activities which highlight the promotion and development of renewable energy projects (Nota 4).

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

As of June 2007, after the initial public offering Martifer SGPS, S.A. shares have been listed on Euronext Lisbon.

At 31 March 2012, the Group has developed its activity in Portugal, Spain, Poland, Slovakia, Romania, Czech Republic, Angola, Brazil, Greece, United States of America, Australia, Mozambique, Ireland, Italy, Belgium, Bulgary, Netherlands, France, Thailand, Morocco, United Kingdom, Canada, Mexico, Saudi Arabia, Germany and Chile.

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

The accompanying notes were selected to help the understanding of the more significant changes in the financial position and the financial performance of the Group since the last annual reporting, dated of 31 December 2011. The restated figures are presented in the notes below, only in the situations where there are differences for the reported amounts.

These financial statements are not audited.

1. SIGNIFICANT ACCOUNTING POLICIES

BASIS OF PREPARATION

These accompanying consolidated financial statements relate to the consolidated financial statements of the Martifer Group and were prepared in accordance with the International Financial Reporting Standards ("IFRS"), as adopted by the European Union, in force at the beginning of the economic period started 1 January 2012. These are the International Financial Reporting Standards, issued by the International Accounting Standards Board ("IASB"), and interpretations issued by the International Financial Reporting Interpretations Committee ("IFRIC") or by the previous Standing Interpretations Committee ("SIC"), that have been endorsed by the European Union.

The interim consolidated financial report for the period ended at 31 March 2012 has been prepared in accordance with IAS 34 - 'Interim Financial Reporting' as adopted by the European Union.

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

The accounting policies adopted are consistent with those considered in the financial statements for the year ended as of 31 December 2011 and disclosed in the corresponding notes, prepared under the International Financial Reporting Standards (IFRS) approved by the EU, except in respect of the standards and interpretations entering into force on or after 1 January 2012, the adoption of which have not had an impact on the Group's profits or financial position and with exception of the referred in the following paragraph.

The IAS 16 'Property, plant and equipment' establishes two options to the subsequent recognition of fixed assets, either the cost model or the revaluation model. For land and buildings held for use, the Group used the fair value model, based on regular

independent appraisals. From 1 January 2012, the Group decided to change the accounting model for measuring the lands and buildings held for use, from the revaluation model to the cost model.

Martifer Group believes that this change results in the financial statements providing better information, more reliable and relevant to the current situation, given the volatility in the real estate market and interest rates.

In accordance with the provisions of IAS 8 'Accounting policies, changes in accounting estimates and errors', Martifer Group has restated its financial statements for prior periods. The main impacts in consolidated financial statements are summarized in the tables below:

FY 2011 CHANGE IN THE
ACCOUNTING POLICY
(NON AUDITED)
FY 2011
RESTATED
Assets
Non-current 544,464,318 (19,854,179) 524,610,139
Current 493,369,017 - 493,369,017
Total Assets 1,037,833,335 (19,854,179) 1,017,979,156
Liabilities
Non-current 272,291,302 (4,254,668) 268,036,634
Current 482,225,398 - 482,225,398
Total Liabilities 754,516,700 (4,254,668) 750,262,032
Equity
Attributable to owners of Martifer 251,533,012 (15,599,511) 235,933,501
Attributable to non-controlling interests 31,783,623 - 31,783,623
Total Equity 283,316,635 (15,599,511) 267,717,124
31 MARCH 2011 CHANGE IN THE
ACCOUNTING POLICY
AND CHANGE OF
CONSOLIDATION
METHOD
(NON AUDITED)
31 MARCH 2011
RESTATED
Sales and services rendered 111,492,355 (1,205,447) 110,286,908
EBITDA 6,047,599 (767,122) 5,280,477
EBIT 1,596,512 (417,443) 1,179,069
Financial results (706,965) 1,098,402 391,437
Consolidated net profit 328,148 736,089 1,064,237

Note: The figures of the income statement, for the period ended 31 March 2011, were restated for both the change in accounting policy mentioned above and for the change of the consolidation method applicable to financial interests in joint arrangements (from proportionate method to equity method) that occurred in 2011 but was not yet reflected in the 1st quarter reported figures.

Considering the low impact of this change accounting model of the lands and buildings held for use, in equity and in consolidated net profit of 2011, the Group does not present restated financial statements as of 1 January 2011.

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

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

2. GROUP COMPANIES INCLUDED IN THE CONSOLIDATED FINANCIAL STATEMENTS

Group companies included in the consolidated financial statements, their consolidation methods, head offices and percentage of share capital held by the Group, at 31 March 2012 are as follows:

COMPANIES CONSOLIDATED THROUGH THE FULL CONSOLIDATION METHOD

PERCENTAGE OF SHARE CAPITAL HELD
COMPANY HEAD OFFICE DESIGNATION DIRECTLY INDIRECTLY TOTAL
Martifer SGPS, S.A. Oliveira de Frades Martifer SGPS Holding
Martifer Inovação e Gestão, S.A. Oliveira de Frades Martifer Inovação 100.00% - 100.00%
Martifer Gestiune Si Servicii, S.R.L. Bucharest Martifer Inovação Roménia 100.00% - 100.00%
Martifer Metallic Constructions SGPS, S.A. Oliveira de Frades Martifer Metallic Constructions 100.00% - 100.00%
Martifer - Construções Metalomecânicas, S.A. Oliveira de Frades Martifer Construções - 100.00% 100.00%
Martifer Mota-Engil Coffey Construction Joint
Venture Limited
Dublin MMECC - 60.00% 60.00%
Resun Developments, S.A. Oliveira de Frades Resun - 100.00% 100.00%
Martifer – Construcciones Metálicas España, S.A. Madrid Martifer Espanha - 100.00% 100.00%
Martifer – Construções Metálicas Angola, S.A. Luanda Martifer Angola - 78.75% 78.75%
Martifer Construction Limited Dublin Martifer Irlanda - 100.00% 100.00%
Martifer Polska Sp. Zo.o. Gliwice Martifer Polska - 100.00% 100.00%
Martifer Constructions, SAS Rungis Martifer França - 100.00% 100.00%
Martifer Constructii SRL Bucharest Martifer Constructii - 100.00% 100.00%
Park Logistyczny Biskupice Gliwice Biskupice - 100.00% 100.00%
Martifer Konstrukcje Sp. Z o.o. Gliwice Martifer Konstrukcje - 100.00% 100.00%
Martifer Slovakia S.R.O. Bratislava Martifer Slovakia - 100.00% 100.00%
Sociedade de Madeiras do Vouga, S.A. Albergaria-a-Velha Madeiras do Vouga - 100.00% 100.00%
Martifer - Gestão de Investimentos, S.A. Oliveira de Frades MGI - 100.00% 100.00%
Nagatel Viseu, Promoção Imobiliária, S.A. Oliveira de Frades Nagatel Viseu - 100.00% 100.00%
Martifer Retail & Warehousing Angola, S.A. Luanda Martifer Retail Angola - 100.00% 100.00%
Martifer - Alumínios, S.A. Oliveira de Frades Martifer Alumínios - 100.00% 100.00%
Martifer - Alumínios, S.A. Madrid Martifer Alumínios Espanha - 100.00% 100.00%
Martifer Alumínios Angola, S.A. Luanda Martifer Alumínios Angola - 100.00% 100.00%
Martifer Aluminium Pty, Ltd Sidney Sassall - 100.00% 100.00%
Martifer Aluminium Limited Dublin Martifer Aluminium Irlanda - 100.00% 100.00%
Martifer UK Limited London Martifer UK - 100.00% 100.00%
MT Construction Maroc, S.A.R.L. Tangier Martifer Marrocos - 100.00% 100.00%
Martifer - Construções Metálicas, Ltda. Fortaleza Martifer Brasil - 100.00% 100.00%
Saudi Martifer Constructions LLC Riyadh Martifer Arábia Saudita - 100.00% 100.00%
Martifer Beteiligungsverwaltungs GmbH Wien Martifer GmbH 100.00% - 100.00%
M City Gliwice Sp. Zo.o Gliwice M City Gliwice - 52.80% 52.80%
Martifer Energy Systems SGPS, S.A. Oliveira de Frades Martifer Energy Systems 100.00% - 100.00%
Martifer Energia S.R.L. Bucharest Martifer Energia Roménia - 100.00% 100.00%
Martifer Energia LLC Kiev Martifer Energia Ucrânia - 100.00% 100.00%
Martifer Wind Energy Systems LLC San Angelo TX Martifer Wind USA - 100.00% 100.00%
Martifer Energy Systems PTY Cape Town Martifer Energia África do Sul - 85.00% 85.00%
Navalria – Docas, Construções e Reparações
Navais, S.A.
Aveiro Navalria - 100.00% 100.00%
Gebox, S.A. Ílhavo Gebox - 65.00% 65.00%
Martifer Solar SGPS, S.A. Oliveira de Frades Martifer Solar SGPS 100.00% - 100.00%
Martifer Solar, S.A. Oliveira de Frades Martifer Solar - 75.00% 75.00%
Martifer Solar Sistemas Solares, S.A. Madrid Martifer Solar Sistemas Solares - 75.00% 75.00%
Solar Parks Construccion Parques Solares
ETVE, S.A.
Madrid Solar Parks - 75.00% 75.00%
Parque Solar Seseña II, S.L. Madrid Seseña II - 75.00% 75.00%
Parque Solar Segovia, S.L. Madrid Segovia - 75.00% 75.00%
Parque Solar Quintanar, S.L. Madrid Quintanar - 75.00% 75.00%
PERCENTAGE OF SHARE CAPITAL HELD
COMPANY HEAD OFFICE DESIGNATION DIRECTLY INDIRECTLY TOTAL
Parque Solar Seseña III, S.L. Madrid Seseña III - 75.00% 75.00%
MTS Solar Sistemas Solares, S.A. Mexico city Martifer Solar México - 74.25% 74.25%
Martifer Solar Chile Holding, Lda Santiago Martifer Solar Chile - 75.00% 75.00%
Inovsun, Lda. Oliveira de Frades Inovsun - 75.00% 75.00%
Martifer Solar S.R.L. Milan Martifer Solar Itália - 75.00% 75.00%
MTS1 S.R.L. Syracuse MTS1 - 75.00% 75.00%
MTS2 S.R.L. Syracuse MTS2 - 75.00% 75.00%
MTS3 S.R.L. Syracuse MTS3 - 75.00% 75.00%
MTS4 S.R.L. Syracuse MTS4 - 75.00% 75.00%
MTS5 S.R.L. Syracuse MTS5 - 75.00% 75.00%
Martifer Solar Inc. S. Francisco CA Martifer Inc. - 75.00% 75.00%
Martifer Solar USA, Inc. Santa Monica CA AEM 1) - 47.63% 47.63%
Martifer Aurora Solar, LLC Santa Monica CA Solar Aurora 1) - 47.15% 47.15%
MT Silverado Fund LLC S. Francisco CA Silverado 1) - 38.25% 38.25%
Martifer Solar Hellas, A.T.E. Athens PVI - 50.58% 50.58%
Martifer Solar Angola Luanda Martifer Solar Angola - 56.25% 56.25%
Martifer Solar N.V. Deerlijk Martifer Solar Bélgica - 75.00% 75.00%
Martifer Solar UK Limited London Martifer Solar UK - 75.00% 75.00%
Martifer Solar S.A.S. Lyon Martifer Solar França - 75.00% 75.00%
Martifer Solar CZ Prague Martifer Solar República Checa - 75.00% 75.00%
Home Energy France SAS Lyon Home Energy França - 75.00% 75.00%
PVGlass, S.A. Oliveira de Frades PVGlass - 52.50% 52.50%
PVGLASS S.r.l Milan PVGlass Itália - 52.50% 52.50%
MPrime Solar Solutions, S.A. Oliveira de Frades Mprime - 75.00% 75.00%
MPrime Italia S.r.l Oliveira de Frades MPrime Itália - 75.00% 75.00%
MPrime GMBH Munich MPrime GMBH - 75.00% 75.00%
Sol Cativante, Lda. Sever do Vouga Sol Cativante 2) - 6.83% 6.83%
Sol Cativante V, Lda. Viseu Sol Cativante V - 6.83% 6.83%
Sol Cativante VI, Lda. Viseu Sol Cativante VI - 6.83% 6.83%
Martifer Solar Investments, B.V. Amsterdam Martifer Solar Holanda - 75.00% 75.00%
Martifer Solar Canada, Ltd. Toronto Martifer Solar Canadá - 75.00% 75.00%
MTS6 S.R.L. Syracuse MTS6 - 63.75% 63.75%
Martifer Solar SK s.r.o. Dolny Kubin Martifer Solar Eslováquia - 75.00% 75.00%
Ginosa Solar Farm, S.R.L. Rome Ginosa Solar Farm - 75.00% 75.00%
Solar Spritehood S.R.L Rome Solar Spritehood - 75.00% 75.00%
MTS7, S.R.L. Rome MTS7 - 75.00% 75.00%
Sol Cativante II, S.A. Sever do Vouga Sol Cativante II - 75.00% 75.00%
Sol Cativante IV, S.A. Sever do Vouga Sol Cativante IV - 75.00% 75.00%
Canopy - Naos Paris Canopy Naos - 75.00% 75.00%
Eviva Mepe Athens Eviva Grécia - 75.00% 75.00%
Martifer Solar MZ, S.A. Maputo Martifer Solar Moçambique - 38.25% 38.25%
Greencoverage Unipessoal, Lda. Oliveira de Frades Greencoverage - 75.00% 75.00%
Martifer Renewables SGPS, S.A. Oliveira de Frades Martifer Renewables SGPS 100.00% - 100.00%
Martifer Renewables, S.A. Oliveira de Frades Martifer Renewables SA - 100.00% 100.00%
Martifer Renovables ETVE, S.A.U. Madrid Martifer Renovables - 100.00% 100.00%
Eurocab FV 1 S.L. Madrid Eurocab 1 - 100.00% 100.00%
Eurocab FV 2 S.L. Madrid Eurocab 2 - 100.00% 100.00%
Eurocab FV 3 S.L. Madrid Eurocab 3 - 100.00% 100.00%
Eurocab FV 4 S.L. Madrid Eurocab 4 - 100.00% 100.00%
Eurocab FV 5 S.L. Madrid Eurocab 5 - 100.00% 100.00%
Eurocab FV 6 S.L. Madrid Eurocab 6 - 100.00% 100.00%
Eurocab FV 7 S.L. Madrid Eurocab 7 - 100.00% 100.00%
Eurocab FV 8 S.L. Madrid Eurocab 8 - 100.00% 100.00%
Eurocab FV 9 S.L. Madrid Eurocab 9 - 100.00% 100.00%
Eurocab FV 10 S.L. Madrid Eurocab 10 - 100.00% 100.00%

/ / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / /

PERCENTAGE OF SHARE CAPITAL HELD
COMPANY HEAD OFFICE DESIGNATION DIRECTLY INDIRECTLY TOTAL
Eurocab FV 11 S.L. Madrid Eurocab 11 - 100.00% 100.00%
Eurocab FV 12 S.L. Madrid Eurocab 12 - 100.00% 100.00%
Eurocab FV 13 S.L. Madrid Eurocab 13 - 100.00% 100.00%
Eurocab FV 14 S.L. Madrid Eurocab 14 - 100.00% 100.00%
Eurocab FV 15 S.L. Madrid Eurocab 15 - 100.00% 100.00%
Eurocab FV 16 S.L. Madrid Eurocab 16 - 100.00% 100.00%
Eurocab FV 17 S.L. Madrid Eurocab 17 - 100.00% 100.00%
Eurocab FV 18 S.L. Madrid Eurocab 18 - 100.00% 100.00%
Eurocab FV 19 S.L. Madrid Eurocab 19 - 100.00% 100.00%
Eurocab FV 20 S.L. Madrid Eurocab 20 - 100.00% 100.00%
Eviva Energy S.R.L. Bucharest Eviva Roménia - 100.00% 100.00%
Eviva Nalbant S.R.O. Bucharest Eviva Nalbant - 99.00% 99.00%
Eviva Agighiol S.R.L. Bucharest Eviva Agighiol - 99.00% 99.00%
Eviva Casimcea S.R.O. Bucharest Eviva Casimcea - 99.00% 99.00%
Premium Management Consulting, S.R.L. Bucharest Premium Management - 85.00% 85.00%
MW Topolog, S.R.L. Bucharest MW Topolog - 99.00% 99.00%
Martifer Renewables, S.A. Gliwice Eviva Polónia - 100.00% 100.00%
Martifer Renewables Pty, Ltd. Sidney Eviva Austrália - 100.00% 100.00%
Eviva Beteiligungsverwaltungs GmbH Wien Eviva GmbH - 100.00% 100.00%
Eviva Hidro S.R.L. Bucharest Eviva Hidro 1.00% 99.00% 100.00%
Martifer Deutschland GmbH Berlin Martifer Deutschland - 100.00% 100.00%
Martifer Renewables Bippen GmbH Berlin Eviva Bippen - 100.00% 100.00%
Eviva Energy SGPS, S.A. Oliveira de Frades Enerpetra - 100.00% 100.00%
Wind Farm Odrzechowa Sp. Zo.o Gliwice Wind Odrzechowa - 100.00% 100.00%
Energia Wiatrowa Sp. Zo.o Gliwice Energia Wiatrowa 4) - 100.00% 100.00%
Eviva Gizalki Sp. Zo.o Miastko Eviva Gizalki - 72.00% 72.00%
Wind Farm Bukowsko Sp. Zo.o Gliwice Wind Farm Bukowsko - 100.00% 100.00%
Wind Farm Markowa Sp. Zo.o Gliwice Wind Farm Markowa - 100.00% 100.00%
Wind Farm Lada Sp. Zo.o Gliwice Wind Farm Lada - 100.00% 100.00%
Wind Farm Jawornik Sp. Zo.o Gliwice Wind Farm Jawornik - 100.00% 100.00%
Wind Farm Piersno Sp. Zo.o Gliwice Wind Farm Piersno - 100.00% 100.00%
Wind Farm Oborniki Sp. Zo.o Gliwice Wind Farm Oborniki - 100.00% 100.00%
Martifer Renewables Brazil B.V. Amsterdam Renewables Holanda - 100.00% 100.00%
Vesto EAD Varna Vesto - 100.00% 100.00%
DVP1 Limited Varna DVP1 - 100.00% 100.00%
DVP2 Limited Varna DVP2 - 100.00% 100.00%
Martifer Renewables Investments ETVE, S.A. Madrid Eurocab 21 - 100.00% 100.00%
Martifer Renewables Italy BV Amsterdam Renewables Italy Holanda - 100.00% 100.00%
Martifer Renewables Brasil Participações LTDA Fortaleza Martifer Renewables Brasil - 100.00% 100.00%
Martifer Renováveis - Geração de Energia e
Participações S.A.
Fortaleza Ventania - 55.00% 55.00%
Eólica Cajueiro da Praia, Ltda . Fortaleza Cajueiro - 55.00% 55.00%
Eólica Cacimbas, Ltda. Fortaleza Cacimbas - 55.00% 55.00%
SBER – Sociedade Brasileira de Energias
Renováveis, Ltda.
Fortaleza SBER 1) - 41.25% 41.25%
Melosa – Geração de Energia e
Participações, Ltda.
Fortaleza Melosa - 55.00% 55.00%
Eólica Paraipaba, Ltda. Fortaleza Paraipaba - 55.00% 55.00%
Eólica Chapadão, Ltda. Fortaleza Chapadão - 55.00% 55.00%
Rosa dos Ventos - Geração e
Comercialização de Energia, S.A
Fortaleza Rosa dos Ventos - 53.63% 53.63%
Prio Agriculture, B.V. Delft Prio Holanda - 100.00% 100.00%
Porthold Project Development BV Amsterdam Porthold - 55.00% 55.00%
Ventinveste Indústria SGPS, S.A. Oliveira de Frades Ventinveste Indústria 3) - 46.00% 46.00%

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

2) The consolidation of this company through the full consolidation method results from Group having full control, namely to govern the financial and operating policies of the entity.

3) The consolidation of this company through the full consolidation method results from shareholder agreements that regulate the control of the investee.

4) This company has been classified as held for sale (Note 3).

COMPANIES CONSOLIDATED THROUGH THE EQUITY METHOD

Companies consolidated through the equity method, head offices and percentage of share capital held by the group at 31 March 2012, are as follows:

PERCENTAGE OF SHARE CAPITAL HELD
COMPANY HEAD OFFICE DESIGNATION DIRECTLY INDIRECTLY TOTAL
Metallic Constructions
Associate companies:
Proempar Porto Proempar - 24.00% 24.00%
Parque Tecnológico do Tâmega Felgueiras PTT - 19.40% 19.40%
Liszki Green Park, Sp. Zo.o Gliwice Liszki Green Park - 45.00% 45.00%
Jointly controlled companies:
Promoquatro – Investimentos Imobiliários, Lda. Oliveira de Frades Promoquatro - 50.00% 50.00%
Martifer – Hirschfeld Energy Systems LLC San Angelo TX Martifer Energy Systems USA 2) - 50.00% 50.00%
M City Bialystok Sp. Zo.o Gliwice M City Bialystok - 50.00% 50.00%
M City Radom Sp. Zo.o Gliwice M City Radom - 50.00% 50.00%
Solar
Associate companies:
Parque Solar Seseña I, S.L. Madrid Seseña I - 28.11% 28.11%
Canaverosa Renovables, SL Madrid Canaverosa - 49.00% 49.00%
Others
Associate companies:
Nutre SGPS, S.A. Oliveira de Frades Prio SGPS 49.00% - 49.00%
Nutre, S.A. Oliveira de Frades Prio Foods - 49.00% 49.00%
Nutre - Industrias Alimentares, S.A. Oliveira de Frades Prio Alimentar - 49.00% 49.00%
Prio Agricultura. S.A. Maputo Prio Agricultura Moçambique - 49.00% 49.00%
Prio Agricultura. S.R.L. Bucharest Prio Agricultura Roménia - 49.00% 49.00%
Prio Agromart S.R.L. Bucharest Prio Agromart - 49.00% 49.00%
Prio Balta S.R.L. Bucharest Prio Balta - 49.00% 49.00%
Prio Facaieni S.R.L. Bucharest Prio Facaieni - 49.00% 49.00%
Prio Ialomita S.R.L. Bucharest Prio Ialomita - 49.00% 49.00%
Prio Rapita S.R.L.
Prio Terra Agricola S.R.L.
Bucharest
Bucharest
Prio Rapita
Prio Terra Agricola
-
-
49.00%
49.00%
49.00%
49.00%
Prio Turism Rural S.R.L Bucharest Prio Turism Rural - 49.00% 49.00%
Agromec Balaciu Bucharest Agromec Balaciu - 42.60% 42.60%
Miharox S.R.L. Bucharest Miharox - 40.47% 40.47%
Zimbrul. S.A. Bucharest Zimbrul - 49.00% 49.00%
Agrozootehnica. S.A. Bucharest Agrozootehnica - 48.98% 48.98%
Prio Agrotrans S.R.L. Bucharest Prio Agrotrans - 49.00% 49.00%
S. Luís do
Prio Agricultura e Extracção LTDA Maranhão Prio Agricultura e Extracção - 49.00% 49.00%
Prio Extractie S.R.L. Bucharest Prio Extractie - 49.00% 49.00%
Prio Agro Industries. Sp. Z o.o. Gliwice Prio Polónia - 49.00% 49.00%
Prio Biocombustibil S.R.L. Bucharest Prio Biocombustibil - 49.00% 49.00%
Prio Meat S.R.L Bucharest Prio Meat - 49.00% 49.00%
Prio Foods – AJFS Construções, ACE Lisbon Prio Foods ACE - 24.50% 24.50%
Nutre Farming B.V. Amsterdam Nutre Farming - 49.00% 49.00%
Prio Energy SGPS. S.A. Oliveira de Frades Prio Energy SGPS 49.00% - 49.00%
Prio Biocombustíveis. S.A. Oliveira de Frades Prio Biocombustíveis - 49.00% 49.00%
Prio Energy. S.A. Oliveira de Frades Prio Energy - 49.00% 49.00%
Mondefin Coimbra Mondefin - 49.00% 49.00%
Veiga & Seabra. S.A. Aguada de Baixo Veiga & Seabra - 49.00% 49.00%
Prio Parque de Tanques de Aveiro, S.A. Oliveira de Frades Prio Tanques - 49.00% 49.00%
Prio Energy II, S.A. Oliveira de Frades Prio Energy II - 49.00% 49.00%
PERCENTAGE OF SHARE CAPITAL HELD
COMPANY HEAD OFFICE DESIGNATION DIRECTLY INDIRECTLY TOTAL
Park Charge-Energy Systems, Lda Oliveira de Frades Park Charge - 39.20% 39.20%
Prio.E - SGPS, S.A. Oliveira de Frades Prio E SGPS - 29,40% 29,40%
Share Motivation – Inv. Imobiliários Unipessoal,
Lda.
Oliveira de Frades Share Motivation - 49.00% 49.00%
Magnum Cap Electrical Power, Lda. Oliveira de Frades Magnum Cap - 9.70% 9.70%
Jointly controlled companies:
Ventinveste, S.A. Lisbon Ventinveste SA 5.00% 41.00% 46.00%
Ventinveste Eólica, SGPS, S.A. Lisbon Ventinveste Eólica - 46.00% 46.00%
Parque Eólico de Torrinheiras, S.A. Lisbon PE Torrinheiras - 46.00% 46.00%
Parque Eólico do Douro Sul, S.A. Lisbon PE Douro Sul - 46.00% 46.00%
Parque Eólico do Pinhal do Oeste, S.A. Lisbon PE Pinhal do Oeste - 46.00% 46.00%
Parque Eólico de Vale Grande. S.A. Lisbon PE Vale Grande - 46.00% 46.00%
Parque Eólico de Vale do Chão, S.A. Lisbon PE Vale do Chão - 46.00% 46.00%
Parque Eólico do Cabeço Norte, S.A. Lisbon PE Cabeço Norte - 46.00% 46.00%
Parque Eólico da Serra do Oeste, S.A. Lisbon PE Serra do Oeste - 46.00% 46.00%
Parque Eólico do Planalto, S.A. Lisbon PE Planalto - 46.00% 46.00%
Eviva Dunowo, Sp. Z o.o. Gliwice Eviva Dunowo - 50.00% 50.00%
SPEE 3 – Parque Eólico do Baião, S.A. Lisbon SPEE 3 - 50.00% 50.00%
SPEE 2 – Parque Eólico de Vila Franca de Xira,
S.A.
Oliveira de Frades SPEE 2 - 50.00% 50.00%
Macquarie Capital Wind Fund Pty Limited Sidney Macquarie - 50.00% 50.00%
Silverton Wind Farm Holding Sidney Silverton 1) - 25.00% 25.00%
Parque Eólico da Penha da Gardunha, Lda. Oliveira de Frades PE Penha da Gardunha - 50.00% 50.00%
MS – Participações Societárias, S.A. Fortaleza MS (ex-Faisa Biomassa) - 11.91% 11.91%
Eólica Embuaca, Ltda. Fortaleza Embuaca - 11.91% 11.91%
Eólica Mar e Terra, Ltda. Fortaleza Mar e Terra - 11.91% 11.91%
Eólica Bela Vista, Ltda. Fortaleza Bela Vista - 11.91% 11.91%
Eólica Icaraí, Ltda. Fortaleza Icaraí - 11.91% 11.91%

1) The consolidation of this company through the equity method results from the Group having joint control of its parent company, which in turn has joint or full control of the investee.

2) This company has been classified as held for sale (Note 3).

During the first quarter of 2012 and during 2011 the changes occurred in the consolidation perimeter were as follows:

Incorporated companies:

In the first quarter of 2012:

Nutre Farming B.V. (Nutre Farming) Prio .E – SGPS, S.A. (Prio E SGPS) Martifer Solar Chile Holding, Lda (Solar Chile)

In 2011:

Prio Foods - Industrias Alimentares, S.A. (Prio Alimentar) Prio Energy II, S.A. (Prio Energy II) MPrime Itália S.R.L. (MPrime Itália) PVGlass S.R.L. (PVGlass Itália) Martifer Solar UK, Limited (Martifer Solar UK) Wind Farm Oborniki Sp. Zo.o (Wind Farm Oborniki) Prio Meat S.R.L (Prio Meat) MTS Solar Sistemas Solares S.A. (Martifer Solar México) Prio Foods – AJFS, ACE (Prio Foods – AJFS) Saudi Martifer Constructions LLC (Saudi Martifer Constructions) Resun Developments, S.A. (Resun)

Martifer Aurora Solar, LLC (Solar Aurora) Sol Cativante V, Lda. (Sol Cativante V) Sol Cativante VI, Lda. (Sol Cativante VI) Martifer Solar MZ, S.A. (Martifer Solar Moçambique) Greencoverage Unipessoal, Lda. (Greencoverage)

Acquired companies:

In the first quarter of 2012:

Share Motivation – Inv. Imobiliários Unipessoal, Lda. (Share Motivation) Magnum Cap Electrical Power, Lda. (Magnum Cap)

In 2011:

Canaverosa Renovables, SL (Canaverosa) Sol Cativante II, S.A. (Sol Cativante II) Sol Cativante IV, S.A. (Sol Cativante IV) Sol Cativante, Lda. (Sol Cativante) Park Charge-Energy Systems, Lda (Park Charge) MPrime Gmbh (Mprime Gmbh) Canopy – Naos (Canopy Naos)

Sold companies:

In 2011:

Home Energy II, S.A. (Home Energy) Repower Portugal – Sistemas Eólicos, S.A. (Repower Portugal) WPT – Wind Power Transmission S.A. Martifer Renewables Electricity LLC Martifer Renewables Wind LLC Martifer Renewables Solar Thermal LLC MTSK1 s.r.o. (MTSK1)) Gesto Energia, S.A. (Gesto Energia) Martifer Renewables II Microprodução, S.A. (Martifer Renewables II Microprodução) G.I.G. - Gesto Investimento e Gestão, SGPS, S.A. (G.I.G.) Hidroavelar, Unipessoal Lda. (Hidroavelar) Sociedade Hidroeléctrica do Távora, Unipessoal Lda. (Soc. Hidroeléctrica do Távora) Sociedade Geotérmica da Bacia Lusitaniana, Unipessoal Lda. (Soc. Geotérmica da Bacia Lusitaniana) Gesto Itália, S.R.L. (Gesto Itália) Martifer II Inox SA (Arestalfer) Martinox SA (Martinox Angola) IWP Sp z.o.o. (IWP) Bukowsko Wind Energy Sp. Z.o.o.(Bukowsko) Eólica Faisa I, Ltda (Faisa I) Eólica Faisa II, Ltda (Faisa II) Eólica Faisa III, Ltda (Faisa III) Eólica Faisa IV, Ltda (Faisa IV) Eólica Faisa V, Ltda (Faisa V) Eólica Faisa, Ltda. (Eólica Faisa)) Canopy – Apollo S.A.S. (Canopy) Gargano Solar Park (Gargano) Changes in the consolidation method:

In 2011:

Ventipower, S.A. (Ventipower) – In 2010 was consolidated through the proportionate method. In 2011 this investment is recorded at cost as, with the sale of 50% of REpower Portugal, ceased the joint control that was held by Martifer Group.

Gesto Energia, S.A. (Gesto Energia) – In 2010 was consolidated through the full consolidation method. In 2011, after the sale of its financial participation in this entity, Martifer Group maintained only 5% of participation, which is recorded at the cost.

MS – Participações Societárias, S.A. (MS Brazil) - It changes from full consolidation method to equity method, in result of the contract celebrated with Santander bank in Brazil, which defines the joint control in this entity.

Eólica Embuaca, Ltda. (Embuaca) - It changes from full consolidation method to equity method, in result of the contract celebrated with Santander bank in Brazil, which defines the joint control in MS Brazil.

Eólica Mar e Terra, Ltda (Mar e Terra) - It changes from full consolidation method to equity method, in result of the contract celebrated with Santander bank in Brazil, which defines the joint control in MS Brazil.

Eólica Bela Vista, Ltda. (Bela Vista) - It changes from full consolidation method to equity method, in result of the contract celebrated with Santander bank in Brazil, which defines the joint control in MS Brazil.

Eólica Icaraí, Ltda. (Icaraí) - It changes from full consolidation method to equity method, in result of the contract celebrated with Santander bank in Brazil, which defines the joint control in MS Brazil.

Change in the consolidation method of financial interests in joint arrangements (from proportionate method to equity method).

3. DISPOSAL GROUP CLASSIFIED AS HELD FOR SALE

On 30th September 2011, Martifer Renewables, SGPS, S.A. agreed, with IKEA Retail Sp. Zo.o., the sale of the shares of Energia Wiatrowa, Sp. Zo.o, conditional to compliance with some terms and conditions set out in the agreement, namely the conclusion of the Rymanow Project, a wind farm with 13 turbines, in the region of Podkarpackie, that is being developed by Wiatrowa.

In February 2012, negotiations for the sale of the stake of 50% in Martifer-Hirschfeld Energy Systems LLC had begun. The final agreement was reached already in April.

In accordance with IFRS 5, the assets and liabilities related to both Energia Wiatrowa and Martifer-Hirschfeld Energy Systems LLC, were classified as 'Disposal group classified as held for sale' and 'Liabilities related to disposal group classified as held for sale', respectively, and the net earnings disclosed in the caption 'Earnings of the disposal group classified as held for sale'.

The breakdown of assets and liabilities of the business unit held for sale at 31 March 2012 is as follows:

DISPOSAL GROUP 31 MARCH 2012
(NON AUDITED)
Tangible assets Energia Wiatrowa 1,176,663
Financial assets under the equity method Martifer Energy Systems LLC 1,090,104
Other non-current receivables Martifer Energy Systems LLC 247,125
Current assets Energia Wiatrowa 109,501
Disposal group classified as held for sale 2,623,392
Current liabilities Energia Wiatrowa 6,090
Liabilities related to the disposal group classified as held for sale 6,090
Assets net of liabilities related to the disposal group classified as held for sale 2,617,302

During the first quarter of 2012, the net result of the disposal group classified as held for sale was negative of Euro 2,152.

4. INFORMATION BY BUSINESS SEGMENTS

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

The Group is organised in two major business areas: 'Metallic Construction' and 'Solar' that are coordinated and supported by Martifer SGPS. The Metallic Construction business area includes all the construction activities of steel structures, aluminium façades and glass and stainless steel solutions. It includes also the wind power division, components, turbine assembly and turnkey wind farm delivery, engineering division and navy. In the 'Solar' segment the focus is on the production of PV panels, as well as the turnkey solar parks delivery, promotion, licensing, operation and maintenance of projects.

The 'RE Developer' segment includes the promotion and development of projects of renewable energy, with special emphasis in the wind sector. Amounts related with 'RE Developer' are presented in 'Others' segment, together with Martifer SGPS, Martifer Inovação e Gestão S.A. (MIG) and Martifer Gestiune Si Servicii, S.R.L. (MIG RO).

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

At 31 March 2012 and 2011, the breakdown of sales and services rendered by primary segments is as follows:

SALES TO EXTERNAL CUSTOMERS INTERSEGMENT SALES
3M' 2012 3M' 2011
RESTATED
3M' 2011 3M' 2012 3M' 2011
RESTATED
3M' 2011
Metallic Construction 58,155,428 71,458,679 72,060,787 21,752,579 21,083,324 21,121,499
Solar 49,113,016 35,343,262 35,343,262 9,179,441 9,081,659 9,081,659
Others 3,793,898 3,484,967 4,088,306 3,630,528 2,481,265 2,489,991
111,062,342 110,286,908 111,492,355 34,562,548 32,646,248 32,693,149
TOTAL
3M' 2012 3M' 2011
RESTATED
3M' 2011
Metallic Construction 79,908,007 92,542,003 93,182,286
Solar 58,292,457 44,424,921 44,424,921
Others 7,424,426 5,966,232 6,578,297
145,624,890 142,933,156 144,185,504
Intersegment eliminations (33,385,182) (32,235,431) (32,282,332)
Own work capitalized (Note 6) (1,177,366) (410,817) (410,817)
Sales and services rendered to external customers 111,062,342 110,286,908 111,492,355

The sales and services rendered remained stable in the first quarter, when compared with the same period of previous year. The Metallic Construction business presented a decreased of 18.6 %, in result of the lower activity in Iberia and Eastern Europe, and the abrupt hold ups in some projects in backlog. Stronger markets such as the UK, France and Brazil should gradually compensate for the weak performance in the Iberian market.

/ / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / /

The Solar business continued to present a strong growth of 39 %, when compared with the same period from 2011, as a consequence of the strategy implemented, by which Martifer Solar diversified its activity to several geographies.

At 31 March 2012 and 2011, the earnings before interest, taxes, amortizations, provisions and impairment losses (EBITDA), earnings before interest and taxes (EBIT) and profit after tax by primary segments are as follows:

EBITDA EBIT
3M' 2012 3M' 2011
RESTATED
3M' 2011 3M' 2012 3M' 2011
RESTATED
3M' 2011
Metallic Construction 4,061,367 3,574,007 3,771,286 1,897,455 1,287,531 1,058,840
Solar 4,869,613 719,021 719,021 4,066,055 189,036 189,036
Others 1,361,255 987,449 1,557,292 (611,135) (297,498) 348,636
10,292,235 5,280,477 6,047,599 5,352,375 1,179,069 1,596,512
PROFIT AFTER TAX
3M' 2012 3M' 2011
RESTATED
3M' 2011
Metallic Construction (1,941,712) 472,260 (206,401)
Solar 1,017,421 790,882 790,882
Others (3,630,806) (198,905) (256,333)
(4,555,097) 1,064,237 328,148

Earnings before interest and taxes (EBITDA) reached 10.3 million euro, showing a strong improvement as a consequence of better margins in metallic constructions, impacted by the restructuring plan under way and also, of the improvement of the margins' mix of solar projects and distribution business.

The Group's net assets and liabilities by operating segments at 31 March 2012 and 31 December 2011 are as follows:

ASSETS LIABILITIES
31 MARCH
2012
31 DECEMBER
2011
RESTATED
31 DECEMBER
2011
31 MARCH
2012
31 DECEMBER
2011
RESTATED
31 DECEMBER
2011
Metallic Construction 397,367,788 402,462,001 422,316,180 293,556,493 309,271,519 313,526,187
Solar 282,324,139 316,051,710 316,051,710 203,554,803 238,252,385 238,252,385
Others
RE Developer 218,867,257 245,416,809 245,416,809 81,814,323 104,138,288 104,138,288
Holding e MIGs 543,894,953 551,616,966 551,616,966 161,161,787 165,041,863 165,041,863
Intra-group eliminations (469,763,207) (497,568,330) (497,568,330) (29,495,959) (66,442,023) (66,442,023)
972,690,930 1,017,979,156 1,037,833,335 710,591,447 750,262,032 754,516,700

The Group's capital expenditures (acquisition of tangible and intangible assets) and amortizations, by operating segments, till 31 March 2012 and 2011, are as follows:

CAPITAL EXPENDITURES AMORTIZATIONS
31 MARCH
2012
31 MARCH
2011
RESTATED
31 MARCH
2011
3M' 2012 3M' 2011
RESTATED
3M' 2011
Metallic Construction 2,683,634 2,172,010 2,186,131 2,077,663 2,161,834 2,659,080
Solar 8,228,346 5,989,471 5,989,471 670,668 529,985 529,985
Others 930,673 19,016,446 19,401,795 1,781,307 1,592,267 1,777,220
11,842,653 27,177,927 27,577,397 4,529,638 4,284,086 4,966,285

The amount of investment in fixed assets during the first quarter of 2012 was 11.8 million euro, essentially applied to the development of solar projects in the USA and France, by Martifer Solar (8.2 million euro) and to Metallic Construction's maintenance investment (2.7 million euro).

Sales and services rendered by geographical segments are as follows:

3M' 2012 3M' 2011 RESTATED 3M' 2011
Iberian Peninsula 32,231,009 35,506,651 36,531,238
European Union 42,912,559 41,633,763 41,633,763
Other markets 35,918,773 33,146,494 33,327,354
111,062,342 110,286,908 111,492,355

5. SALES AND SERVICES RENDERED

At 31 March 2012 and 2011, the breakdown of sales and services rendered is as follows:

3M' 2012 3M' 2011 RESTATED 3M' 2011
Revenue from the sale of merchandise 22,929,767 15,580,236 15,580,236
Revenue from the sale of goods 25,755,679 55,684,147 56,889,594
Services rendered 62,376,896 39,022,525 39,022,525
111,062,342 110,286,908 111,492,355

6. OTHER INCOME

At 31 March 2012 and 2011, the breakdown of the caption 'Other income' is as follows:

3M' 2012 3M' 2011 RESTATED 3M' 2011
Change in production (4,342) 4,091,339 3,966,129
Own work capitalized 1,177,366 410,817 410,817
1,173,024 4,502,156 4,376,946

The increase in 'Own work capitalized', during the first quarter of 2012, is mainly connected with the construction of solar parks in the United States of America, in the Solar segment.

7. COST OF GOODS SOLD AND SUBCONTRACTORS

At 31 March 2012 and 2011 the cost of goods sold and subcontractors is as follows:

31 MARCH 2011 MERCHANDISE RAW-MATERIALS,
SUBSIDIARIES AND
OTHER CONSUMABLES
TOTAL
Opening balance of the continued operations 6,478,958 32,555,678 39,034,637
Purchases 6,410,793 46,029,332 52,440,125
Changes in the consolidation perimeter, currency exchange differences,
transfers and others
3,674,756 (13,910,288) (10,235,533)
Closing balance of the continued operations 13,337,461 18,589,938 31,927,399
3,227,046 46,084,784 49,311,830
Subcontractors 23,255,988
31 MARCH 2011 RESTATED MERCHANDISE RAW-MATERIALS,
SUBSIDIARIES AND
OTHER CONSUMABLES
TOTAL
Opening balance of the continued operations 6,478,958 32,555,678 39,034,637
Change in the consolidation method applicable to joint arrangements (6,043,693) (369,737) (6,413,430)
Purchases 6,476,599 45,542,756 52,019,355
Changes in the consolidation perimeter, currency exchange differences,
transfers and others
3,674,756 (13,910,288) (10,235,533)
Closing balance of the continued operations 7,354,682 18,037,831 25,392,513
3,231,938 45,780,578 49,012,516
Subcontractors 23,255,988
31 MARCH 2012 MERCHANDISE RAW-MATERIALS,
SUBSIDIARIES AND
OTHER CONSUMABLES
TOTAL
Opening balance of the continued operations 7,959,678 14,706,812 22,666,490
Purchases 4,830,703 44,028,554 48,859,257
Changes in the consolidation perimeter, currency exchange differences,
transfers and others
907,562 430,802 1,338,364
Closing balance of the continued operations 8,827,302 14,806,702 23,634,004
4,870,641 44,359,466 49,230,107
Subcontractors 22,159,227

8. EXTERNAL SUPPLIES AND SERVICES

At 31 March 2012 and 2011 the external supplies and services are as follows:

3M' 2012 3M' 2011
RESTATED
3M' 2011
Specialized works 5,809,260 6,083,522 6,228,394
Leases and rents 3,104,200 3,361,422 3,393,128
Transportation of goods 2,770,662 3,373,622 3,382,253
Travelling expenses 1,224,267 1,224,864 1,241,132
Insurance 1,072,151 1,042,100 1,065,860
Electricity and Fuel 996,097 1,407,330 1,421,591
Legal and notarial fees 576,577 887,129 890,304
Commissions 462,164 501,534 501,702
Communications 446,844 354,687 365,825
Maintenance and repairs 410,189 737,102 744,426
Security 401,914 556,578 568,472
Advertising 274,179 175,922 175,966
Tools and devices 256,151 407,573 470,869
Cleaning, health and safety 156,980 200,787 203,000
Service Fees 102,631 185,055 219,462
Other supplies and services 1,045,088 2,028,734 2,114,051
Intra-group eliminations (1,755,023) (3,618,769) (3,688,377)
17,354,331 18,909,192 19,298,058

9. STAFF COSTS

At 31 March 2012 and 2011, staff costs are as follows:

3M' 2012 3M' 2011
RESTATED
3M' 2011
Salaries 16,244,556 14,738,885 14,867,012
Social contributions:
Pensions and other benefits 3,261,573 2,831,687 2,852,153
Other staff costs 1,275,703 1,196,289 1,210,634
20,781,832 18,766,861 18,929,799

The caption 'Pensions and other benefits' include mainly the social security contributions. At 31 March 2012 and 2011, the caption 'Other staff costs' includes, essentially, the food and health subsidies, insurance costs and dismissal compensation.

10. OTHER OPERATIONAL GAINS AND LOSSES

At 31 March 2012 and 2011, the caption 'Other operational gains and losses' is as follows:

3M' 2012 3M' 2011
RESTATED
3M' 2011
Taxes (194,822) (30,284) 3,498
Impairment losses and reversals of impairment losses:
- Trade debtors 316,642 (24,753) (17,839)
- Other impairment losses 54,238 - 125,297
Supplementary income 327,011 454,718 541,248
Capital Gains/ (Losses) in non-financial assets 60,531 53,812 274,987
Operating subsidies 189,563 53,036 53,036
Investment subsidies 39,384 31,689 31,689
Other operational gains/ losses 6,789,819 (102,248) (37,943)
7,582,366 435,970 973,973

In the first quarter ended at 31 March 2012, this caption includes the effect of the capitalization of development costs of wind farms, in 'RE Developer segment', essentially in the wind farm Babadag in Romania, recognized in the caption 'Other operational gains/losses'.

11. PROVISIONS AND IMPAIRMENT LOSSES

The provisions and impairment losses during the 1st quarter of 2012 and 2011 were as follows:

3M' 2012 3M' 2011
RESTATED
3M' 2011
Tangible assets impairment - (579,592) (568,564)
- (579,592) (568,564)
Provisions arising from the use of the equity method - 343,548 -
Other provisions 410,222 53,366 53,366
410,222 396,914 53,366

The amount recorded in 'Provisions arising from the use of the equity method', in the restated period ended at 31 March 2011, refers to the change in the consolidation method of joint arrangements (from proportionate method to equity method) made in 2011, that was not yet reflected in the 1st quarter 2011 reported figures.

12. NET FINANCIAL RESULTS

The net financial results for the years ended at 31 March 2012 and 2011 can be analysed as follows:

FINANCIAL INCOME 3M' 2012 3M' 2011
RESTATED
3M' 2011
Loans and accounts receivable (including bank deposits)
Interest income 1,523,627 742,521 605,026
Available for sale financial assets
Gains on the sale of financial assets - 6,324,928 5,912,874
Other financial income related to other financial assets
Foreign exchange gains 4,944,951 4,232,359 4,235,284
Other financial income 24,369 68,079 68,141
6,492,947 11,367,887 10,821,325
FINANCIAL EXPENSES 3M' 2012 3M' 2011
RESTATED
3M' 2011
Loans and accounts payable
Interest expenses in bank loans and in finance leases 6,313,779 4,713,331 4,944,042
of which included in the acquisition cost of assets in progress (13,460) (155,606) (155,606)
Other financial expenses related to other financial liabilities
Foreign exchange losses 5,425,032 5,306,316 5,308,173
Other financial expenses 2,564,301 2,265,047 2,277,025
14,289,652 12,129,088 12,373,634

The caption 'Gains on the sale of financial assets' available for sale, in 31 March 2011, referred mainly to the capital gains obtained with the sale of 50 % of REpower Portugal to REpower Systems AG and to the sale of Home Energy to EDP Serviços.

The captions 'Foreign exchange gains / (losses)' are related with exchange variations registered in foreign subsidiaries, particularly in Poland, Brazil and Angola.

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

At 31 March 2012 and 2011, the gains and losses on associate companies and joint-ventures are as follows:

3M' 2012 3M' 2011
RESTATED
3M' 2011
Prio Energy Group 807,131 956,500 956,500
Nutre Group (formerly named Prio Foods) (782,825) (111,156) (111,156)
Martifer – Hirschfeld Energy Systems LLC - (353,344) -
SPEE 2 – Parque Eólico de Vila Franca de Xira, S.A. 101,945 242,911 -
Gebox, S.A. - 233,615 -
SPEE 3 – Parque Eólico do Baião, S.A. 61,918 137,438 -
Parque Solar Seseña I, S.L. (73,348) - -
Promoquatro – Investimentos Imobiliários, Lda. (399,978) 22,603 -
MS – Participações Societárias, S.A. (71,276) - -
Others (53,857) 24,073 -
(410,291) 1,152,638 845,344

In 2011, the Group proceeded to the change of consolidation method applicable to financial interests in joint arrangements (from proportionate method to equity method). This change was not yet reflected in the 1st quarter 2011 reported figures.

14. INCOME TAXES

The reconciliation between current tax and income tax is summarized as follows:

3M' 2012 3M' 2011
RESTATED
3M' 2011
Current tax 2,203,661 577,718 703,190
Deferred tax - generated by temporary differences (517,097) 382,758 382,758
Deferred tax - reversal of temporary differences 457,377 (65,885) (142,383)
Effect of changes in the income tax rate (10,355) - -
Deferred tax - tax losses recognition (433,109) (388,321) (382,166)
Deferred tax (503,185) (71,449) (141,791)
Income tax 1,700,476 506,269 561,399

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 if these stock options, independently of being or not exercisable, are diluted, which happened when the exercise price of the opting is lower than the average market price of the shares.

Once the average market price of Martifer' s shares, in the period between 1 January 2012 and 31 March 2012, was Euro 1.04, lower than the exercise price of the stock options (Euro 3.84), these stock options are non-diluted because, if the options were exercised, the number of shares outstanding would be reduced.

Therefore, at 31 March 2012 there were no differences between the basic earnings per share and the diluted earnings per share calculation.

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

The weighted average number of shares outstanding is deducted of 1,932,135 treasury stocks acquired by Martifer SGPS, between 2010 and 31 March 2012, corresponding to 2,150,470 shares.

At 31 March 2012 and 2011, the basic and diluted earnings per share can be summarised as follows:

3M' 2012 3M' 2011
RESTATED
3M' 2011
Profit for the year (I) (4,698,549) 1,117,509 381,420
Weighted average number of shares outstanding (II) 98,067,865 99,255,308 99,255,308
Basic and diluted earnings per share (I) / (II) (0.0479) 0.0113 0.0038
from continuing operations (0.0479) 0.0113 0.0038
from disposal group classified as held for sale - - -

16. GOODWILL

At 31 March 2012 and 31 December 2011, the movement occurred in the caption 'Goodwill' is as follows:

31 MARCH 2012 31 DECEMBER 2011
Cost
Opening balance 18,926,458 43,073,211
Acquisition of subsidiaries - 793,190
Sale of subsidiaries - (278,659)
Effect of foreign currency exchange differences 117,625 175,276
Write-off of goodwill fully impaired (790,190) (24,836,560)
Closing balance 18,253,893 18,926,458
Accumulated impairment losses
Opening balance 790,190 24,836,559
Impairment losses recognized in the year - 790,190
Write-off of goodwill fully impaired (790,190) (24,836,560)
Closing balance - 790,190
Carrying amount at the beginning of the period 18,136,269 18,236,652
Carrying amount at the end of the period 18,253,893 18,136,269

At 31 March 2012 and 31 December 2011, the breakdown of 'Goodwill' is as follow:

31 MARCH 2012 31 DECEMBER 2011
COST ACCUMULATED
IMPAIRMENT LOSSES
CARRYING
AMOUNT
CARRYING
AMOUNT
Martifer Construções 5,448,792 - 5,448,792 5,448,792
Sassall Glass & Joinery 5,107,793 - 5,107,793 4,994,727
Martifer Metallic Constructions 3,898,809 - 3,898,809 3,898,809
Navalria 1,618,675 - 1,618,675 1,618,675
Martifer Solar 1,493,776 - 1,493,776 1,493,776
Martifer Solar USA 383,634 - 383,634 383,467
Sassall Aluminium 198,433 - 198,433 194,040
Martifer Solar Hellas 72,205 - 72,205 72,205
Porthold 14,379 - 14,379 14,379
MGI 8,373 - 8,373 8,373
Martifer GmbH 6,026 - 6,026 6,026
M Prime Gmbh 3,000 - 3,000 3,000
18,253,893 - 18,253,893 18,136,269

17. INTANGIBLE ASSETS

This caption is analysed as follows:

31 MARCH 2012 31 DECEMBER 2011
Cost
Software and other rights 30,330,640 30,057,374
Intangible assets in progress 20,606,680 17,841,232
Advances for the acquisition of intangible assets 734,712 687,015
51,672,032 48,585,621
Accumulated depreciation and impairment losses
Software and other rights 9,159,395 8,584,677
Intangible assets in progress - -
Advances for the acquisition of intangible assets - -
9,159,395 8,584,677
Carrying amount 42,512,637 40,000,945

At 31 March 2012 and 2011, the gross amount of 'Intangible assets' can be analysed as follows:

31 MARCH 2011 SOFTWARE AND
OTHER RIGHTS
INTANGIBLE
ASSETS IN
PROGRESS
ADVANCES FOR THE
ACQUISITION OF
INTANGIBLE ASSETS
TOTAL
Opening balance at 1 January 2011 16,624,051 12,493,653 5,874,994 34,992,699
Additions 333,231 3,475,703 - 3,808,933
Effect of foreign currency exchange differences (271,498) (60,587) - (332,085)
Changes in the consolidation perimeter 30,882 (9,016,638) (101,972) (9,087,729)
Transfers and other movements 179,627 - - 179,627
Closing balance at 31 March 2011 16,896,293 6,892,131 5,773,022 29,561,445
31 MARCH 2011 RESTATED SOFTWARE AND
OTHER RIGHTS
INTANGIBLE
ASSETS IN
PROGRESS
ADVANCES FOR THE
ACQUISITION OF
INTANGIBLE ASSETS
TOTAL
Opening balance at 1 January 2011 16,624,051 12,493,653 5,874,994 34,992,699
Change in the consolidation method applicable to joint
arrangements
(98,351) (410,867) (5,773,022) (6,282,240)
Additions 333,231 3,443,296 - 3,776,527
Effect of foreign currency exchange differences (271,498) (60,587) - (332,085)
Changes in the consolidation perimeter 30,882 (9,016,638) (101,972) (9,087,729)
Transfers and other movements 179,627 - - 179,627
Closing balance at 31 March 2011 restated 16,797,941 6,448,857 - 23,246,798
31 MARCH 2012 SOFTWARE AND
OTHER RIGHTS
INTANGIBLE ASSETS
IN PROGRESS
ADVANCES FOR
THE ACQUISITION
OF INTANGIBLE
ASSETS
TOTAL
Opening balance at 1 January 2012 30,057,374 17,841,233 687,015 48,585,622
Additions 397,893 3,331,682 480,659 4,210,234
Sales, disposals and write-offs - - (411,512) (411,512)
Effect of foreign currency exchange differences (72,385) (351,660) (21,450) (445,495)
Changes in the consolidation perimeter 24,908 - - 24,908
Transfers and other movements (77,150) (214,575) - (291,725)
Closing balance at 31 March 2012 30,330,640 20,606,680 734,712 51,672,032

The change in capital expenditure in the first quarter of 2012, compared with the same period of 2011, relates essentially with the development of Silverado project, in the United States of America (Euro 3.7 million), in the Solar segment.

At 31 March 2012 and 2011, the accumulated amortization and impairment losses of 'Intangible assets' can be analysed as follows:

31 MARCH 2011 SOFTWARE AND
OTHER RIGHTS
INTANGIBLE
ASSETS IN
PROGRESS
ADVANCES FOR THE
ACQUISITION OF
INTANGIBLE ASSETS
TOTAL
Opening balance at 1 January 2011 6,334,328 - - 6,334,328
Additions 555,832 - - 555,832
Effect of foreign currency exchange differences (3,703) - - (3,703)
Changes in the consolidation perimeter (2,302) - - (2,302)
Transfers and other movements (57) - - (57)
Closing balance at 31 March 2011 6,884,097 - - 6,884,097

/ / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / /

1Q2012 REPORT PAGE 55

31 MARCH 2011 RESTATED SOFTWARE AND
OTHER RIGHTS
INTANGIBLE
ASSETS IN
PROGRESS
ADVANCES FOR THE
ACQUISITION OF
INTANGIBLE ASSETS
TOTAL
Opening balance at 1 January 2011 6,334,328 - - 6,334,328
Change in the consolidation method applicable to joint
arrangements
(95,775) - - (95,775)
Additions 553,080 - - 553,080
Effect of foreign currency exchange differences (3,703) - - (3,703)
Changes in the consolidation perimeter (2,302) - - (2,302)
Transfers and other movements 118 - - 118
Closing balance at 31 March 2011 restated 6,785,746 - - 6,785,746
31 MARCH 2012 SOFTWARE AND
OTHER RIGHTS
INTANGIBLE
ASSETS IN
PROGRESS
ADVANCES FOR THE
ACQUISITION OF
INTANGIBLE ASSETS
TOTAL
Opening balance at 1 January 2012 8,584,677 - - 8,584,677
Additions 574,118 - - 574,118
Effect of foreign currency exchange differences (2,708) - - (2,708)
Changes in the consolidation perimeter 5,032 - - 5,032
Transfers and other movements (1,724) - - (1,724)
Closing balance at 31 March 2012 9,159,395 - - 9,159,395

Carrying amount

31 MARCH 2011 10,012,195 6,892,131 5,773,022 22,677,348
31 MARCH 2011 RESTATED 10,012,195 6,448,857 - 16,461,053
31 MARCH 2012 21,171,245 20,606,680 734,712 42,512,637

18. TANGIBLE ASSETS

This caption is analysed as follows:

31 MARCH 2012 31 DECEMBER
2011 RESTATED
31 DECEMBER
2011
Cost
Land and buildings 103,048,608 96,012,886 129,908,354
Equipments 112,593,669 109,258,139 109,719,941
Tangible assets in progress 84,428,141 91,880,915 91,880,914
Other tangible assets 64,097,077 62,919,114 62,919,117
364,167,495 360,071,054 394,428,326
Accumulated depreciation and impairment losses
Land and buildings 16,581,320 15,826,402 30,329,493
Equipments 51,718,111 49,806,980 49,806,980
Other tangible assets 10,150,329 9,352,703 9,352,706
78,449,760 74,986,085 89,489,179
Carrying amount 285,717,735 285,084,969 304,939,148

At 31 March 2012 and 2011, the gross amount of land and buildings, equipments, tangible assets in progress and other fixed assets can be analysed as follows:

31 MARCH 2011 LAND AND
BUILDINGS
EQUIPMENTS TANGIBLE
ASSETS IN
PROGRESS
OTHER
TANGIBLE
ASSETS
TOTAL
Opening balance at 1 January 2011 140,190,155 109,916,789 98,459,577 100,874,894 449,441,415
Additions 2,813,921 474,805 20,175,824 303,913 23,768,463
Sales, disposals and write-offs (4,678) (1,069,172) - - (1,073,850)
Effect of foreign currency exchange differences (890,297) (1,362,501) 1,383,551 (331,760) (1,201,008)
Changes in the consolidation perimeter (4,161,831) (1,094,564) - - (5,256,394)
Impairment losses - - 568,564 - 568,564
Transfers and other movements (563,550) 563,550 322,414 27,846 350,261
Closing balance at 31 March 2011 137,383,720 107,428,908 120,909,929 100,874,894 466,597,451
31 MARCH 2011 RESTATED LAND AND
BUILDINGS
EQUIPMENTS TANGIBLE
ASSETS IN
PROGRESS
OTHER
TANGIBLE
ASSETS
TOTAL
Opening balance at 1 January 2011 140,190,155 109,916,789 98,459,577 100,874,894 449,441,415
Change in the measurement policy of lands and
buildings held for use
(33,420,401) - (461,803) - (33,882,203)
Change in the consolidation method applicable to
joint arrangements
(13,003,743) (6,631,508) (3,539,919) (13,911,595) (37,086,765)
Additions 2,813,921 454,905 19,828,661 303,913 23,401,400
Sales, disposals and write-offs (4,678) (144,342) (216,782) - (365,802)
Effect of foreign currency exchange differences (492,524) (1,143,967) 1,383,770 (331,760) (584,481)
Transfers and other movements (563,550) 563,550 355,379 (355,379) -
Closing balance at 31 March 2011 restated 95,519,181 103,015,427 115,808,883 86,580,073 400,923,564
31 MARCH 2012 LAND AND
BUILDINGS
EQUIPMENTS TANGIBLE
ASSETS IN
PROGRESS
OTHER
TANGIBLE
ASSETS
TOTAL
Opening balance at 1 January 2012 96,012,887 109,258,138 91,880,914 62,919,117 360,071,056
Reclassification for disposal group classified as
held for sale
(134,760) - (1,041,904) - (1,176,664)
Additions 26,911 897,523 6,687,090 20,895 7,632,419
Sales, disposals and write-offs - (405,290) - (3,803) (409,093)
Effect of foreign currency exchange differences 588,014 (173,986) (311,018) 26,880 129,890
Transfers and other movements 6,555,555 3,017,284 (12,786,941) 1,133,989 (2,080,113)
Closing balance at 31 March 2012 103,048,608 112,593,669 84,428,141 64,097,078 364,167,495

The capital expenditure, in the first quarter of 2012, relates, essentially, to the development of solar projects in France and United States of America, by Martifer Solar (Euro 2.8 million and Euro 0.9 million respectively), and by the conclusion of the construction of the metallic construction facility located in São Paulo, Brazil (Euro 1.9 million). During the first quarter of 2011 the strong capital expenditure was justified by the construction of RE Developer's wind farm Bukowsko in Poland (Euro 18.6 million).

At 31 March 2012 and 2011, the accumulated depreciation and impairment losses of land and buildings, equipments, tangible assets in progress and other fixed assets can be analysed as follows:

31 MARCH 2011 LAND AND
BUILDINGS
EQUIPMENTS TANGIBLE
ASSETS IN
PROGRESS
OTHER
TANGIBLE
ASSETS
TOTAL
Opening balance at 1 January 2011 27,582,922 46,224,782 - 8,788,447 82,596,151
Additions 1,168,680 1,964,469 - 1,277,303 4,410,452
Sales, disposals and write-offs (626) (524,415) - - (525,041)
Effect of foreign currency exchange differences (56,473) (59,142) - (31,557) (147,171)
Changes in the consolidation perimeter (374,806) (134,989) - - (509,795)
Transfers and other movements (10,480) 11,647 - (47,510) (46,343)
Closing balance at 31 March 2011 28,309,217 47,482,352 - 9,986,683 85,778,253
31 MARCH 2011 RESTATED LAND AND
BUILDINGS
EQUIPMENTS TANGIBLE
ASSETS IN
PROGRESS
OTHER
TANGIBLE
ASSETS
TOTAL
Opening balance at 1 January 2011 27,582,922 46,224,782 - 8,788,447 82,596,151
Change in the measurement policy of lands and
buildings held for use
(13,312,196) - - - (13,312,196)
Change in the consolidation method applicable to
joint arrangements
(823,404) (740,617) - (1,122,006) (2,686,027)
Additions 761,190 1,871,346 - 1,098,470 3,731,006
Sales, disposals and write-offs (626) (111,798) - - (112,424)
Effect of foreign currency exchange differences (47,588) (195,643) - (31,557) (274,788)
Transfers and other movements (10,480) 11,647 - - 1,167
Closing balance at 31 March 2011 restated 14,149,818 47,059,717 - 8,733,354 69,942,889
31 MARCH 2012 LAND AND
BUILDINGS
EQUIPMENTS TANGIBLE
ASSETS IN
PROGRESS
OTHER
TANGIBLE
ASSETS
TOTAL
Opening balance at 1 January 2012 15,826,402 49,806,980 - 9,352,706 74,986,088
Additions 885,672 2,281,500 - 788,347 3,955,519
Sales, disposals and write-offs - (277,331) - (3,803) (281,134)
Effect of foreign currency exchange differences 95,201 156,499 - 6,141 257,841
Changes in the consolidation perimeter (241,409) (227,803) - (594) (469,806)
Transfers and other movements 15,455 (21,733) - 7,531 1,253
Closing balance at 31 March 2012 16,581,321 51,718,112 - 10,150,328 78,449,761
Carrying amount
31 MARCH 2011 109,074,502 59,946,556 120,909,929 90,888,210 380,819,198
31 MARCH 2011 RESTATED 81.369.363 55.955.710 115.808.883 77.846.719 330.980.675
31 MARCH 2012 86,467,287 60,875,557 84,428,141 53,946,750 285,717,735

From 1st January 2012, land and buildings are recorded at their cost as mentioned in note 1, above.

19. INVESTMENT PROPERTIES

At 31 March 2012, the caption 'Investment property' relates to the following investment properties held by Martifer Group: Benavente Shopping Centre, Warehouses in Albergaria-a-velha (Portugal) and Aricesti land (Romania), both held by the Martifer Group to earn rental income and the real estate project of Szczecin (Poland), held for capital appreciation.

These assets are carried at their fair market value, according to an independent appraisal made by specialized entities, according to international practices (RICS Red Book). Martifer Group will perform regular revaluations of these properties, and gains and losses arising from changes in the fair value will be charged to profit or loss in the period in which they arise.

At 31 March 2012 and 31 December 2011, the movement occurred in the caption 'Investment properties' is as follows:

31 MARCH 2012 31 DECEMBER 2011
Opening balance
17,274,846
14,981,893
Transfers
-
1,891,036
Changes in fair value
-
835,252
Effect of foreign currency exchange differences
301,321
(433,334)
17,576,168 17,274,846

20. FINANCIAL ASSETS UNDER THE EQUITY METHOD

At 31 March 2012 and 31 December 2011, financial assets under the equity method are as follows:

31 MARCH 2012 31 DECEMBER 2011
Prio Energy 10,340,760 9,568,760
Macquarie 1,574,579 1,504,455
Martifer – Hirschfeld Energy Systems LLC - 1,445,591
SPEE 2 - Parque eólico de Vila Franca de Xira, SA 871,945 771,854
MS Participações Societárias, SA 446,680 718,373
Promoquatro - Investimentos Imobiliários, Lda - 567,188
SPEE 3 - Parque eólico de Baião, SA 355,020 291,607
Others 12,358 -
13,601,342 14,867,827

At 31 March 2012 and 31 December 2011, the movement occurred in this caption is as follows:

31 MARCH 2012 31 DECEMBER 2011
Opening balance 14,867,827 30,021,125
Application of the equity method 281,985 (571,881)
Increase in share capital - 399,567
Sales - (10,494,837)
Reclassification for disposal group classified as held for sale (1,445,591) -
Changes resulting from the loss of control in subsidiaries
MS Participações Societárias - 1,372,159
Impairment losses - (6,106,747)
Effect of foreign currency exchange differences (7,973) 347,392
Other changes (94,906) (99,352)
Closing balance 13,601,342 14,867,827

The change of this caption is mainly justified by the reclassification of the financial investment in Martifer-Hirschfeld Energy Systems LLC to 'disposal group held for sale', as mentioned in Note 3 above. The difference showed in the amount presented on the table above, when compared with the amount that was reclassified, presented in Note 3, refers to exchange rate differences that arose from the translation to the presentation currency.

21. AVAILABLE FOR SALE INVESTMENTS

At 31 March 2012 and 31 December 2011, available for sale investments are as follows:

31 MARCH 2012 31 DECEMBER 2011
Non-current financial investment 3,968,046 1,739,039
Others 438,165 439,982
4,406,211 2,179,021

At 31 March 2012 and 31 December 2011, the movement occurred in the caption 'Available for sale investments' is as follows:

31 MARCH 2012 31 DECEMBER 2011
Opening balance 2,179,021 20,138,045
Additions 2,198,740 1,306
Sales - (20,000,000)
Changes in fair value - (2,047)
Other changes 28,450 2,041,717
4,406,211 2,179,021

22. INVENTORIES

At 31 March 2012 and 31 December 2011, inventories are as follows:

31 MARCH 2012 31 DECEMBER 2011
Raw-materials, subsidiaries and other consumables 14,636,108 14,492,572
Work in progress 5,971,002 6,279,712
Merchandise 8,827,302 7,959,678
Finished goods 3,422,285 2,420,934
32,856,697 31,152,896

23. OTHER FINANCIAL ASSETS

At 31 March 2012 and 31 December 2011, financial assets, other than those described in Notes 20 and 21 above, are the followings.

The detail of the caption 'trade and other receivables', for the periods ended at 31 March 2012 and 31 December 2011 is as follows:

NON-CURRENT CURRENT
31 MARCH 2012 31 DECEMBER 2011 31 MARCH 2012 31 DECEMBER 2011
Cost:
Trade receivables:
Trade receivables 35,125,803 34,868,752 138,945,933 173,654,448
Notes receivables 140,481 - 16,747,321 17,453,139
Doubtful trade receivables - - 10,913,482 10,776,302
Total 'trade receivables' 35,266,284 34,868,752 166,606,736 201,883,889
Other receivables:
Related companies 101,497,903 95,520,254 12,680,867 13,470,752
Advances to suppliers 49,148 89,247 11,600,163 9,540,641
Others 5,398,450 5,208,083 19,570,347 22,856,433
Total 'other receivables' 106,945,202 100,817,584 43,851,377 45,867,826
TOTAL 142,211,785 135,686,336 210,458,113 247,751,715

The caption of non-current 'Trade receivables' refers mainly to an amount to receive from an associate company, in the 'Solar' segment, which will be regularized as soon as this company obtains revenues from the sale of energy. This receivable amount bears interests at the market rate.

At 31 March 2012 and 31 December 2011, impairment losses in accounts receivables are as follows:

NON-CURRENT CURRENT
31 MARCH 2012 31 DECEMBER 2011 31 MARCH 2012 31 DECEMBER 2011
Accumulated impairment losses:
Doubtful trade receivables - - 10,657,496 10,776,302
Other receivables 119,214 111,036 2,790,759 2,801,698
119,214 111,036 13,448,255 13,578,000
Carrying amount – trade receivables 35.266.284 34,868,752 155,949,240 191,107,587
Carrying amount - other receivables 106.826.288 100,706,548 41,060,618 43,066,127

24. INCOME TAX AND CURRENT TAX ASSETS

At 31 March 2012 and 31 December 2011, current tax assets are as follows:

31 MARCH 2012 31 DECEMBER 2011
Income tax 2,524,284 2,366,787
Value added tax 13,686,430 17,661,598
Tax in other countries 2,588,895 1,549,516
Other taxes 5,397,351 459,723
Current tax assets 21,672,676 19,670,837

1Q2012 REPORT PAGE 61

25. OTHER CURRENT ASSETS

At 31 March 2012 and 31 December 2011, the breakdown of the caption 'Other current assets' is as follows:

31 MARCH 2012 31 DECEMBER 2011
Accrued income
Production not invoiced (construction contracts) 127,697,904 119,390,752
Interest to be received 449,213 164,393
Other accrued income 17,270,520 4,139,138
145,417,637 123,694,283
Prepayments
Insurances 1,687,775 1,573,546
Financial expenses 254,027 285,218
Rents 979,185 1,068,010
Other prepayments 2,150,784 1,497,242
5,071,771 4,424,016
150,489,408 128,118,298

26. CASH AND CASH EQUIVALENTS

The 'Cash and cash equivalents' caption can be analysed as follows:

31 MARCH 2012 31 DECEMBER 2011
Cash and cash equivalents:
Bank deposits 29,544,427 77,679,280
Cash 235,777 207,203
29,780,204 77,886,483

'Cash and cash equivalents' includes cash on hand and in banks, maturing in no less than 3 months, which are subject to insignificant risk of change in value. At 31 March 2012 and 31 December 2011, no restrictions exist to the usage of the amounts recorded in the caption 'Cash and cash equivalents'.

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

Share capital

Martifer SGPS, SA share capital, fully subscribed and paid at 31 March 2012, amounts to Euro 50,000,000 and it is represented by 100,000,000 bearer shares with a nominal value of 50 cents each. All shares have the same rights, including one vote per share. During the first quarter of 2012 and 2011, no movements occurred in the number of shares of the Group.

During the first quarter of 2012, Martifer SGPS, S.A. acquired on stock exchange 402,819 treasury shares (2011: 1,187,410 treasury shares were acquired). After these acquisitions, the Group held 2,150,470 treasury shares, corresponding to 2.15 % of its capital.

At 31 March 2012, the share capital of Martifer SGPS, S.A. was held in 42.67 % by I'M SGPS, S.A., in 37.5 % by Mota-Engil SGPS, S.A and 2.15 % are treasury shares. The remaining 17.68 % represents free-float listed in Euronext Lisbon.

Non-controlling interests

Movements in the non-controlling interests are as follows:

31 MARCH 2012 31 MARCH 2011
RESTATED
31 MARCH 2011
Opening balance 31,783,623 30,988,178 30,988,178
Net profit of the year 141,300 (53,272) (53,272)
Other changes in equity of subsidiaries 302,904 (424,469) (424,469)
Increase in the share capital of subsidiaries - 1,381,299 1,381,299
Changes in the consolidation perimeter - 2,046,256 2,046,256
Transactions with non-controlling interests (191,126) 4,512 4,512
Other 78,518 676,581 69,738
32,115,219 34,619,085 34,012,242

The closing balance refers mainly to the non-controlling interests of Martifer Solar, Martifer Renováveis – Geração de Energia e Participações S.A., Martifer Solar Itália, Martifer Solar França, Rosa dos Ventos Geração e Comercialização de Energia, S.A. e Martifer Construções Angola.

28. BORROWINGS

At 31 March 2012 and 31 December 2011, borrowings can be analysed as follows:

31 DECEMBER 2011 UNTIL 1 YEAR BETWEEN 1 AND
3 YEARS
BETWEEN 3 AND
5 YEARS
MORE THAN 5
YEARS
TOTAL
Financial institutions borrowings:
Bank loans 66,385,760 44,786,192 45,542,572 29,218,523 185,933,047
Bank overdrafts 22,174,582 1,000,000 775,664 - 23,950,246
Authorized overdrafts 63,513,930 - - - 63,513,930
Other borrowings:
Commercial paper 11,700,000 61,825,000 23,325,000 - 96,850,000
Other borrowings 3,434,736 531,770 4,576,174 3,859,665 12,402,345
167,209,008 108,142,962 74,219,410 33,078,188 382,649,568
31 MARCH 2012 UNTIL 1 YEAR BETWEEN 1 AND
3 YEARS
BETWEEN 3 AND
5 YEARS
MORE THAN 5
YEARS
TOTAL
Financial institutions borrowings:
Bank loans 91,959,820 39,002,521 32,215,033 13,776,188 176,953,562
Bank overdrafts 23,368,887 - - - 23,368,887
Authorized overdrafts 64,452,710 - - - 64,452,710
Other borrowings:
Commercial paper 61,700,000 11,825,000 23,025,000 - 96,550,000
Other borrowings 4,651,525 921,825 3,826,579 3,858,703 13,258,632
246,132,942 51,749,346 59,066,612 17,634,891 374,583,791

At 31 March 2012, the Group's net debt amounts Euro 368,903,442. We call your attention to the fact that the net debt calculation, includes, besides the borrowings mentioned above, the 'finance leases' (Euro 23,561,262), 'derivatives' (Euro 538,593) and 'cash and cash equivalents' (Euro 29,780,204).

29. TRADE PAYABLES AND OTHER PAYABLES

At 31 March 2012 and 31 December 2011, trade payables and other payables can be analysed as follows:

NON-CURRENT CURRENT
31 MARCH 2012 31 DECEMBER 2011 31 MARCH 2012 31 DECEMBER 2011
Trade payables 12,449,905 10,747,650 172,646,411 202,293,996
Other payables:
Fixed assets suppliers - - 1,180,072 965,889
Related companies and other shareholders 6,808,839 6,457,200 1,856,153 2,070,540
Advanced payments received from customers - - 11,892,728 14,171,560
Other creditors 458,723 253,774 22,355,002 21,073,731
Other payables 7,267,562 6,710,974 37,283,955 38,281,720
Total Trade Payables and Other Payables 19,717,467 17,458,624 209,930,366 240,575,716

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

At 31 March 2012 and 31 December 2011, the non-current balances due to related companies and other shareholders refer to loans obtained from companies consolidated by the proportionate method, which bear interest at Euribor 3M increased by a 4 % spread.

30. PROVISIONS

The information related with 'Provisions' as of 31 March 2012 and 31 December 2011 can be detailed as follows:

31 MARCH 2012 31 DECEMBER 2011
Quality guarantees 3,289,038 3,166,533
Legal claims in progress 225,749 225,203
Provisions arising from the use of the equity method 4,088,040 3,880,288
Others 6,075,856 6,111,741
13,678,683 13,383,765

The change in the Provisions, compared with 31 December 2011, is as follows:

OPENING
BALANCE
ADDITIONS
NOTE 11
APPLICATIONS CHANGE OF
CONSOLIDATION
PERIMETER, EXCHANGE
RATE DIFFERENCES,
TRANSFERS
CLOSING
BALANCE
Quality guarantees 3,166,534 124,933 - (2,428) 3.289.039
Legal claims in progress 225,204 - - 545 225.749
Provisions arising from the use of the
equity method
3,880,288 277,331 (72,361) 2,783 4.088.041
Others 6,111,739 7,958 - (43,843) 6.075.854
13,383,765 410,222 (72,361) (42,943) 13.678.683

31. INCOME TAX AND CURRENT TAX LIABILITIES

At 31 March 2012 and 31 December 2011, 'Income Tax' and 'Current tax liabilities' are made up as follows:

31 MARCH 2012 31 DECEMBER 2011
Income Tax 6,868,258 5,051,259
Value added tax 11.069.735 19,445,055
Social security contributions 2.740.451 1,814,090
Personnel income tax withheld 295.478 1,650,474
Other taxes 499.408 322,960
Current tax liabilities 14,605,072 23,232,579

32. OTHER CURRENT LIABILITIES

At 31 March 2012 and 31 December 2011, other current liabilities are made up as follows:

31 MARCH 2012 31 DECEMBER 2011
Accrued expenses
Holiday pay and bonuses 7,863,726 6,747,389
Interest borne but not yet overdue 2,143,970 2,235,754
Production performed by third parties not yet invoiced 995,963 1,520,772
Other accrued expenses 13,543,743 4,472,736
24,547,402 14,976,651
Deferred income
Production invoiced and not yet performed (related to construction contracts) 17,085,365 21,424,546
Subsidies / Government grants 1,220,227 1,279,308
Other deferred income 767,331 789,805
19,072,923 23,493,659
43,620,325 38,470,309

33. RELATED PARTIES

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

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

The balances resulting from transactions performed with associate and jointly controlled companies, accounted through the equity method, are not eliminated. The amount of the balances not eliminated is approximately Euro 113,000,000, with special regard to the accounts receivable from Nutre and Prio Energy Groups which amount to Euro 61,800,000.

Besides current transactions, some relating to civil construction done with the Mota-Engil Group and others associated with real estate management projects under way done by Estia Group, there are not any other significant balances and transactions performed with related parties during the period ended 31 March 2012, that had affected significantly the financial position or performance of the Group.

In addition to the companies included in the consolidated financial statements (Note 2), the list of the Martifer Group related parties is the one presented in the last annual reporting, dated of 31 December 2011.

34. SUBSEQUENT EVENTS

In April 2012, Martifer SGPS sold 10,000,000 shares, representative of 20 % of the share capital of Martifer Solar, to HSF, for 15.6 million Euro, correspondent to the Equity Value of that company, and returned to the shareholders structure owned by the two partners in the past (55 % and 45 %, Martifer SGPS and HSF, respectively).

On 23rd March 2012, the company Macquarie Capital Wind Fund Pty Limited signed the share sale agreement that defines the terms and conditions to sell the 3,240,001 ordinary shares, representing 50% of the share capital of the company Silverton Wind Farm Holdings Pty Limited, and consequently the development rights for the Silverton wind farm in New South Wales, Australia, for approximately AUD 5.6 million. This transaction was conditional to the consent, by the State of New South Wales to the change in control of the company, which was obtained already in April. The impact of this transaction is not significant in the consolidated financial statements of Martifer Group.

Still in April 2012, Martifer Group sold the shares representative of 50 % of Martifer-Hirschfeld Energy Systems LLC, company that holds the towers factory in the United States of America, to Hirschfeld Group, by USD 2.3 million. The impact of this transaction in the consolidated financial statements of the Group was accounted for in December 2011, through the recognition of an impairment loss.

35. APPROVAL OF THE FINANCIAL STATEMENTS

The accompanying consolidated financial statements were approved by the Board of Directors on 22nd May 2012.

__________________________________ __________________________________

36. EXPLANATION ADDED FOR TRANSLATION OF THE FINANCIAL STATEMENTS

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

Oliveira de Frades, 22 May 2012

The Chief Accountant The Board of Directors

Isabel Cristina Loureiro Silva Carlos Manuel Marques Martins

__________________________________ Jorge Alberto Marques Martins

__________________________________ Arnaldo José Nunes da Costa Figueiredo

__________________________________ Luís Filipe Cardoso da Silva

__________________________________ Luís Valadares Tavares

__________________________________ Jorge Bento Ribeiro Barbosa Farinha