Grupo Media Capital SGPS — Management Reports 2009

Aug 31, 2009

Grupo Soares da Costa, SGPS, S.A.

public company Head Office: Rua de Santos Pousada, 220 – 4000-478 Porto Share capital 160,000,000 Euros NIPC 500 265 763, Registered at the Porto CRC

CONTACTS:

General geral@soaresdacosta.pt 228 342 200 Media, Public relations rita.pinto@soaresdacosta.pt 228 342 692 Investor support a.paula.santos@soaresdacosta.pt 228 342 534

Management Report

1st Half of 2009

HIGHLIGHTS:

• Turnover of 474.8 million euros, 23.4 % higher than the previous year;
• 53.8% of the Turnover results from international activity, with the most significant growth being in the United States of America and Romania;
• Operating profit (EBIT) of 26.5 million euros, compared to 22.9 million one year ago (+ 16.0%);
• EBITDA grows by 11.1% to 43.2 million euros, representing +9.1% of the Turnover;
• Financial results of -19.0 million compared to -17.4 one year ago;
• Profit before tax of 7.5 million euros, 36.5% higher than that for the same period of the previous year;
• Net profit attributable to the Group of 4.7 million euros, showing growth of 3.6% relative to the same period of the previous year;
• Backlog at the end of the semester of 1 862 million euros, compared to 1 443 million one year ago;
• Selection of the "Celtic Metro Group" Consortium in which the company holds 23% for the Final Phase of the tender for the construction of the "Dublin Metro North" in Dublin (Republic of Ireland).

0. INTRODUCTION

The present interim management report and accompanying financial statements seek to offer the Shareholders and the capital market, in compliance with the applicable legislation, namely the Commercial Companies Code, Securities Code and rules and recommendations of the Portuguese Securities Market Commission on matters relative to the presentation of six-monthly accounts, public knowledge on the evolution of the businesses, economicfinancial situation and the most relevant aspects on the life of the company «Grupo Soares da Costa, SGPS, SA» and respective leading Entrepreneurial Group.

The consolidated accounts presented are prepared in accordance with the International Accounting Standards (IAS/IFRS) applicable to the interim reports, as adopted in the European Union.

Under the terms of the provisions in sub-paragraph b) of number 3 of article 246 of the Securities Code ¹ , the individual six-monthly accounts are required to be disclosed only when they contain significant information. The company, as in previous years, has also chosen to disclose the information relative to its individual accounts and which, in this case, are prepared in accordance with the accounting principles generally accepted in Portugal (National Plan of Accounts and accounting directives issued by the Accounting Standardisation Commission).

The financial statements which accompany this report have not been subjected to an audit or a limited review.

Abbreviations and expressions are used in this Report for motives of simplicity, with the following meanings:

• ABFS Annex to the individual Balance Sheet and Financial Statements
• AP&EN "Accounting Policies and Explanatory Notes" which are part of the consolidated Financial Statements.
• EBIT Operating Result
• EBITDA Operating cash flow
• BA Business Area
• T Turnover, corresponding to the sum of "Sales", Services Rendered"

"Supplementary Income" (POC accounts 71, 72 and 73)

¹ In the version provided by article 7 of Decree-Law number 357-A/2007, of 31 October

I. GENERAL SUMMARY

In an adverse global macroeconomic environment following the serious and unprecedented financial crisis, which spread rapidly last year, the Soares da Costa Group activity has continued to pursue its recent line guided by the dual objectives of internationalisation / diversification and based on the strategic lines defined in the 2007-2012 Business Plan. This activity, in the semester which has now ended, concentrated on organic aspects: in the consolidation of its market share, in the improvement and fine-tuning of management methods and processes and in the solidification of business profitability levels.

In addition to the facts noted in the highlights of this information and which are of immediate importance in this general summary, the following table presents the

			Values in thousand euros
Headings	1st Sem 2009	1st Sem 2008	Variation
Turnover	474.837	384.816	23,4%
EBITDA	43.235	38.907	11,1%
EBITDA Margin / Business Turnover	9,1%	10,1%	-1.0 p.p.
Operating Results	26.542	22.884	16,0%
Financial Result	-18.995	-17.355	9,4%
Profit Before Tax	7.548	5.529	36,5%
Net profit attributable to the Group	4.724	4.561	3,6%

Main Consolidated Indicators

It should also be noted in particular the value of the backlog standing at 1862 million at the end of the semester to which this information refers, in comparison with 1443 million euros in the previous year.

At the level of the individual accounts, a net result of 28.8 million euros was registered at the end of the 1st Half, against the value of 4.2 million for the same period of the previous year, essentially based on the income gained from capital holdings (dividends) to the value of 31.9 million euros relative to the 8.75 million in the 1st Half of 2008

This general summary ends with a reference to some of the important facts of the semester which has now ended:

• i) Holding of the Annual General Meeting of Shareholders on 27 April 2009 where all the points on the agenda were approved, with the following being of particular importance:
• a) Deliberation of this General Meeting together with the deliberation of identical content of the Special General Meeting of the same date to convert the preferred shares without voting rights into ordinary shares;
• b) Approval of the Management Report, Individual Accounts and Consolidated Accounts relative to 2008, as well as the application of the individual net results. Regarding the application of the

results, of particular note is the decision, after an interregnum of eleven years, to distribute dividends;

• ii) Establishment of an agreement of cooperation with the Indi Group, of Mexico, to participate in public tenders in that country;
• iii) Publication of the second Sustainability Report relative to 2008 under the title «Growing in a Responsible Manner»;
• iv) Conclusion of the construction of the bridge over the River Zambezi in Mozambique (in a consortium), bridge over the River Cacheu in Guinea Bissau and bridge at Catumbela in Angola (in a consortium);
• v) Selection for the Final Phase of the North Metro in Dublin, of the consortium in which the Group holds 23%;
• vi) Award of the construction of a stretch of approximately 12 Km of the "Fall Line Freeway" motorway, in the State of Georgia (USA), in the value of 29.9 million US\$ (in July 2009).

II. ORGANISATION

II.1 Composition and organogram of the Group

Maintaining construction as its core activity, the Group has continued organised since the end of 2002, according to four major business areas, each headed by a holding company, as follows:

• Soares da Costa Construção, SGPS, S.A. civil construction and engineering
• Soares da Costa Indústria, SGPS, S.A. construction subsidiary or highly specialised industries
• Soares da Costa Concessões, SGPS, S.A. operation of infrastructure or public service concessions
• Soares da Costa Imobiliária, SGPS, S.A. real estate management and promotion

These four companies, fully held by Grupo Soares da Costa, SGPS, SA, own direct holdings in the operational companies of each specific business area, although, and in a vertical structure, some of these companies also own holdings in other companies. On the other hand, the Company also owns direct holdings, of which SCSP - Soares da Costa Serviços Partilhados, SA and Soares da Costa Desenvolvimento, S.A. are of particular importance, with the latter being especially suited to being the Group's vehicle for entry into new business areas.

The organogram on the next page illustrates the structure of the holdings and consolidation methods, thus presenting the extent of the coverage and composition of Grupo Soares da Costa.

The full list of the directly and indirectly participated companies, included or not in the consolidation, is presented in notes number 3, 4, 5 and 6 of the AP&EN, where other information is also disclosed.

(1) Sociedade detida em 33,33% pela Clear – Instalações Electromecânicas, S.A.. (2) Adicionalmente, a Ciagest, SA detém uma participação de 1% no capital social da SDC Imobiliária, Lda.

(3) Adicionalmente, a Sociedade de Construções Soares da Costa, SA, a Ciagest, SA, a Clear, SA e a SDC Serviços Técnicos e de Gestão, SA detêm, cada uma, 0,01% do

capital social da SCSP – Soares da Costa Serviços Partilhados, SA. (4) Adicionalmente, a Sociedade de Construções Soares da Costa, S.A. detém uma participação de 4% no capital social da Auto-estradas XXI, S.A.. (5) Adicionalmente, a Sociedade de Construções Soares da Costa, S.A. detém uma participação de 4% no capital social da Operestradas XXI, S.A.. (6) Adicionalmente, a Sociedade de Construções Soares da Costa, S.A. detém uma participação de 0,004% no capital social da Exproestradas XXI, S.A.. (7) Adicionalmente, a Sociedade de Construções Soares da Costa, S.A. detém uma participação de 1% no capital social da MTA – Máquinas e Tractores de Angola, Lda.

(8) Sociedade detida em 17% pela SDC Construcciones Centro Americanas, SA.

II.2 New affiliates and alterations in the consolidation perimeter during the semester

The alterations which took place in the Group's composition or in the percentage holdings during the first half of 2009 are presented below:

• i) Inclusion in the consolidation perimeter of the company «CFE Indústria de Condutas, S.A.», a company constituted in May 2009 and 33.33% held by the Group, the corporate object of which is the manufacture and installation of pipes, conduits, hollow sections and respective steel accessories, including their innovation, design, development, assembly and marketing.
• ii) Inclusion in the consolidation perimeter of the company «SDC Emirates Construction, L.L.C.», a company with head office in the United Arab Emirates (Abu Dhabi), built from scratch and in which the Group holds 49% of the share capital, a company which seeks to operate in the construction of buildings, engineering activities and similar, and which has not yet been active.
• iii) Inclusion in the consolidation perimeter of the complementary groups of companies «LGC Linha de Gondomar, Construtores, ACE» and «GACE – Gondomar, ACE», in which the Group, through Sociedade de Construções Soares da Costa, SA, holds 30% and 24%, respectively, constituted for the development of the Gondomar Line, Dragão Stadium – Venda Nova stretch, in the context of the construction of the Light Rail Transit System in the Metropolitan Area of Porto.
• iv) Note should also be made of the extinction in the semester of «Sodel Empreendimentos Imobiliários, Lda.» (Real Estate area), with the company having been closed on 30 April 2009.

II.3 Governing Bodies

The current composition of the governing bodies, after the deliberation of the General Meeting of Shareholders of 27 March 2009, which elected the replacement of the Chairman of the Board of the General Meeting, is as follows:

• Board of the General Meeting

Fernando Enes Gaião – Chairman João Pessoa e Costa – Secretary

• Board of Directors

Manuel Roseta Fino - Chairman

Maria Angelina Martins Caetano Ramos – Non-executive voting member José Manuel Baptista Fino – Non-executive voting member Pedro Manuel de Almeida Gonçalves – Voting member, Chairman of the Executive Committee António Pereira da Silva Neves – Executive voting member António Manuel Sousa Barbosa da Frada – Executive voting member Pedro Gonçalo de Sotto-Mayor de Andrade Santos – Executive voting member António Manuel Palma Ramalho – Non-executive voting member, independent António Manuel Pereira Caldas Castro Henriques – Non-executive voting member

• Executive Committee

Pedro Manuel de Almeida Gonçalves - Chairman António Pereira da Silva Neves - Voting member António Manuel Sousa Barbosa da Frada - Voting member Pedro Gonçalo de Sotto-Mayor de Andrade Santos – Voting member

• Supervisory Board

Júlio de Lemos de Castro Caldas (Chairman) Carlos Pedro Machado de Sousa Góis (Voting member) Joaquim Augusto Soares da Silva (Voting member)

• Statutory Auditor

"Patrício, Moreira, Valente & Associados, SROC", represented by Dr. Jorge Bento Martins Ledo, (ROC number 591), with the substitute being Dr. Carlos de Jesus Pinto (ROC number 622).

• Remuneration Commission

José Manuel Baptista Fino – Chairman João Pessoa e Costa (Voting member) António Jorge Gonçalves Afonso (Voting member).

• Company Secretary and Substitute Secretary

Jorge Manuel Oliveira Alves (Secretary) Pedro Manuel Tigre Falcão Queirós (Substitute Secretary)

II.4 Organigram of the Company

Presented below is an organogram of the company Grupo Soares da Costa, SGPS, SA, identifying the persons holding the different senior positions.

Conselho de Administração Board of Directors: Manuel Roseta Fino (Presidente Chairman) Maria Angelina Caetano Ramos José Manuel Baptista Fino		Pedro Manuel de Almeida Gonçalves (Presidente da Comissão Executiva Chief Executive Officer António Pereira da Silva Neves (Executivo Executive Director		António Manuel Sousa Barbosa da Frada (Executivo Executive Director) Pedro Gonçalo de Sotto-Mayor de Santos Andrade (Executivo Executive Director) António Manuel Palma Ramalho António Manuel Pereira Caldas Castro Henriques
Secretário da Sociedade Company Secretary. Jorge Alves Pedro Queirós (Suplente	ubstitute)			Comissão do Governo da Sociedade Company Governing Committee
Planeamento Estratégico Strategic Planning: Conceição Vaz Sousa	Fiscalidade Tax: Fernando Semana	Servicos Jurídicos Legal Services: Jorge Alves	Gabinete do Investidor Investor's Office: António Paula Santos	Comunicação e Marketing Marketing and Communication: Rita Nunes Pinto

II. 5. Staff

Notes number 7 (ABFS) and number 23 (AP&EN) provide information on the number of full-time staff of the company on an individual basis and of the Group as a whole, respectively.

In individual terms, during the semester the company employed an average number of 25 full-time staff, one more than in the previous year. During the semester, staff costs reached 1.970 million euros, representing 66.0% of the company's total operating costs (68.6% in the same period of the previous year).

It is pleasing to note that at a time when the economy is exerting great pressure on employment levels, the Group is able not only to maintain but also to strengthen its number of employees. The companies of the Group included in the consolidation through the full method, employed on average 5 789 workers were employed during the semester, in comparison to the number of 5 069 workers in the same period of 2008 (and 5 542 recorded at the end of the year).

In the consolidated income statement for the semester ended now, staff costs reached the value of 73.850 million euros, compared to the 64.543 million one year previously, but its relative weight in operating income decreased from 16.4% (in the 1st Semester of 2008) to 14.9%.

II. 6. Sustainability

Grupo Soares da Costa assumes sustainability at the technical, economic, environmental and social level, as one of its management priorities, with this constituting an integral part of its corporate strategy, aimed at continuing to ensure the creation of value in the long term for its customers, shareholders and stakeholders in general.

Continuing the implementation of its Sustainability Strategy, Grupo Soares da Costa S.G.P.S, SA, has developed several internal and external actions to strengthen the projects already under development. Clearly interlinked with the Company's economic growth, the subject of sustainability assumes an increasingly assumes a role of extreme importance for Grupo Soares da Costa and for all its interested parties, the reason for which the presentation of the milestones of this project in the Management Report is once again justified.

In the second Sustainability Report of Grupo Soares da Costa, edited in May, we referred to our performance during 2008, the main objectives we wanted to achieve between 2009 and 2010 as well as our Vision 2020, a real commitment to the path we have defined on matters of sustainability.

This Report was first presented to our Employees at the Staff Meeting which was dedicated this year to the subject of sustainability, sharing with all the commitment to grow in a sustainable manner. This initiative also enabled strengthening our employees' motivation to contribute towards the success of this ambitious project.

During the 1st Semester of this year, the following actions were of particular importance in the context of the Sustainability Project:

Strengthening of internal and external communication. At an internal level a quarterly newsletter was developed on sustainability and at an external level the contents on sustainability will be strengthened on the corporate website;

Development of a methodology for the evaluation of the sustainability of the Company's core business – creation of a Worksite Sustainability Index and training of Worksite Directors, Safety Technical Staff, Environment Technical Staff and Administrative Staff for the worksite based on this internal diagnostics tool;

Development of the base principles for the creation of a Code of Conduct for the relationship between the Company and its suppliers;

Start of an environmental awareness-raising campaign in the Company's fixed units, for the purpose of minimising the main impacts arising from the activity;

Development of a measurement system based on the Company's sustainability and performance indicators with respect to the construction sector;

Development of partnerships with academies, associations of the sector and other institutions for the promotion of research and innovation in the construction sector;

Implementation of several actions to strengthen the organisational atmosphere, through lectures on different subjects and lunches involving the Executive Committee and Employees of the Company;

Expansion of the project to other geographical markets (Angola) through the development of an operational plan which incorporates sustainability in the development strategy of the company in that country;

Incorporation of CLEAR in the Sustainability project through the preparation of its own Sustainability Policy.

II. 7 Shared Services

As is public knowledge, in view of the information presented in previous reports, at the end of 2006 the Group centralised in a Shared Service Centre (Soares da Costa Serviços Partilhados, S.A, hereinafter represented by SCSP) a series of transversal functions supporting the activity of the Group's companies, namely: financial, administrative, accounting (including the accounts consolidation process), information systems management and human resources management functions.

After the full economic year of 2008, when a significant part of the efforts of SCSP were concentrated on the consolidation of the new management information system (SAP), the productive start-up of which took place at the beginning of this year, the first semester of 2009 was characterised by the search for new gains in efficiency and in the quality of the services rendered, with greater focus on the improvement of processes and procedures, seeking to capitalise the advantages of the new system.

The effort was pursued to enlarge the customer base, so as to take advantage of synergies and economies of scale, at the end of 2008 the SCSP started to provide services to the companies involved in the construction, maintenance and operation of Auto-estrada Transmontana, with this being the first occasion in which it provides services to companies which are not majoritarily held by Grupo Soares da Costa, thus opening a new work front which we hope to see expanded in the future.

III. MACROECONOMIC ENVIRONMENT AND THE CONSTRUCTION SECTOR

2009 unfolded in an international context marked by the most profound and synchronised world economic crisis of the last decades. The intensification and globalisation of the financial crisis which began in mid-September 2008 following the bankruptcy of the Lehman Brothers investment bank, in an environment of the deceleration of economic activity in several advanced economies which had been taking place since mid-2007, accentuated losses in some housing markets and the intensification of the financial deleveraging in various countries, was manifest in a generalised devaluation of assets and aggravation of concerns relative to systemic risk, resulting in a global crisis of confidence expressed in an abrupt reduction in demand and world trade.

Government institutions and central banks, in a context of international cooperation, took a vast and unprecedented set of measures to support the financial system and stimulate the economy, aimed at mitigating the effects of the crisis and re-establishing confidence in the financial system, which, on the other hand, cannot but raise concern relative to the sustainability of the public finances of various advanced economies.

In the United States of America where, in fact, the crisis first emerged in the sub-prime sector and then spread to the generality of the financial markets, indicators have started to arise which may suggest the regression of the first crisis followed by recovery (albeit slow). Indeed the expansionist fiscal and monetary policies have started to produce effects, with GDP having declined by only 1% in the 2nd quarter of the year, consolidating expectations that the economy may already show signs of recovery by the second semester of this year.

In terms of the European Union, the economic crisis is evident in the reports of the IMF which present values quantifying the decline in product for the current year which are even more negative than those which had been forecast at the end of last year. However, very recent data on the behaviour of the important economies of the Euro Zone such as Germany and France has been surprisingly positive in revealing growth in product during the 2nd quarter, in both cases of +0,3% which suggest that the most difficult phase of the crisis has been overcome. During the semester unemployment increased sharply, although showing a non-generalised pattern in geographical terms, with Spain being particularly hard hit, as well as relative to sectors (with construction and the automobiles sectors being the most affected).

Small economies, such as the Portuguese, strongly integrated in economic and financial terms, are especially vulnerable to the influence of the evolution of these factors. With 2008 having ended with null growth in GDP and deterioration in the external deficit ² , it could only be expected that 2009 would be expressed by a series of indicators reflecting the recrudescence of the international crisis and fragility of the structural situation of the Portuguese economy: decreases in product, sharp deterioration of the budget deficit as a result of the fall in tax revenue and budget measures adopted aimed at economic and social stability, and significant external indebtedness of the economy.

Regarding inflation, current forecasts point to an average variation rate in 2009 of the Harmonised Index of Consumer Prices situated at marginally negative levels after the value of 2.7% observed in 2008.

² Revealing a deceleration of external demand directed towards the Portuguese economy.

Highlighted amongst the economic information disclosed in the most recent months is the very important positive fact that most of the indicators on feelings or confidence indices registered an improvement, such as the INE economic atmosphere indicator or the index on economic feelings published by the European Commission. Let us see if the greater optimism is reflected in the effective reanimation of economic activity.

On 13 August of the current year, INE revealed that the Rapid Estimate of the Gross Internal Product (GDP) points to a reduction of 3.7% in volume in the 2nd quarter of 2009 relative to the same period of the previous year, which compares with a variation of -3.9% registered in the previous quarter. The contraction in homologous terms of GDP in the 2nd quarter, as had already occurred in the previous quarter, was essentially associated to the sharp reduction in Exports of Goods and Services, Investment and, to a lesser extent, in the Final Consumer Expenses of Families.

In the 2nd quarter of 2009, GDP registered a positive variation of 0.3% relative to the previous quarter. The unemployment rate³ estimated for the 2nd quarter of 2009 was 9.1%, a value greater than that observed in the same period of 2008 by 1.8 percentage points (p.p.) and that observed in the previous quarter by 0.2 p.p.

Specifically regarding the construction sector, dual behaviour of the markets was noted during the first semester of 2009. While the engineering works segment presents an evolution considered positive in view of the general macroeconomic context with significant increases in the number (+25%) and value (+49.8%) of public works awarded, corresponding in this case to the current effort being made towards the realisation of public investment, which was in fact the base for the increase in the value of the promotions in 2008, the economic atmosphere of the private construction markets continued very depressed in the first semester of 2009, both in the residential building segment as well as in the non-residential segment, although in the latter the fall in the levels of licensing is lower (15% in comparison to 34% in the residential).

It should also be noted that, even in the public works market, there is an intensification of competition reflected in the indicator of the Average Value of the Proposal / Upset Price Base which in June 2009 stood at -18.2% (compared to -5.1% at the end of 2008), which appears to suggest the migration of companies traditionally active in other segments.

Overall, the Construction and Public Works production index (INE) presents a homologous variation accumulated to May 2009 of -3.5% and the employment index has fallen even more sharply (-6.2%). The cement sales indicator usually presented in these analyses showed an accumulated homologous variation of -16.5% at the end of the semester.

In Angola, a country which holds a position of enormous importance in the Group's activities, the high GDP growth rates of the last years is now also succumbing as a result of the spreading of the international crisis based on the heavy reduction in oil revenue due to the double effect of decreased production and fall in the price.

³ INE- Employment Statistics 2nd Quarter of 2009, 14 August 2009

However, according to OCDE forecasts there should be a reuptake of growth by 2010 to a very significant level (+9.3%).

As important or even more relevant than the fall in GDP are important issues such as those relative to foreign currency reserves which, according to the BNA, have registered decreases since November 2008, reflecting the maintenance of the strong import dynamics and reduction in export revenues, as well as the imposition of limits to the execution of public expenses on the part of the authorities.

Indeed, at a policy level, notwithstanding the understanding of the implications of this adverse change in economic circumstances, the temptation to adopt anti-cyclical policies has been avoided since these could place at risk the fundamental macroeconomic equilibriums which have contributed to the success of the Angolan economy over the last few years.

However, the construction sector continues to perform a priority role in view of the situation of lack of supply in the real estate market and the high accommodation prices, in particular in the city of Luanda, with forecasts points to the maintenance of the high dynamics of the sector, both in terms of the realisation of the project to build one million housing units for the lower income groups over the next four years, as well as relative to the implementation of other real estate investments, namely the 2009-2013 Tourism Sector Development Programme and meeting of the requirements inherent to the organisation of CAN 2010.

IV. 1 Consolidated Accounts of the Group

IV. 1.1 Turnover

The consolidated turnover registered at the end of the 1st half is 474.8 million euros, which compares with the value of 384.8 million for the same period of the previous year, representing growth of 23.4%.

In terms of a comparative reference base, adjustment should be made for the effect on Turnover of the consolidation in the 1st Half of 2009 of the United States of America subsidiary «Prince», which did not yet count in the 1st Half of 2008 since it was acquired at a later date. Discounting this effect, the turnover would still have presented an increase of 15.9%, which is remarkable in the depressive macroeconomic environment described above.

The following table presents the breakdown of the business turnover by geographical market.

The national market continues to be the single most important market, having grown by 9.7% in relation to the same period of the previous year, but in view of the greater growth of the international markets, it now represents less than half of the total turnover.

Angola is the second market in terms of turnover, also having grown in relation to the previous year (+16.1%). Regarding this market, note should be made of the conclusion of the following main works during the semester:

Omega Compound in Luanda Sul – 1st phase Catumbela Bridge (in consortium) Residential Villas in Sodimo Several Manufacturing Premises at the Sonils logistics base

The United States of America more than doubled the turnover, confirming the correct choice of entry made by the Group through «Prince», into the infrastructures and public works market. This has become the Group's third market of action in terms of size and has improved its relative weight from 4.6% to 7.7%. During the semester the following infrastructure works for public customers have become more important: Florida Department of Transportation (FDOT) namely US 301 (SR 43) and Causeway Blvd and Orange County Board of County Commissioners – a Rouse Road - implemented by "Prince" and in the real estate area, Park Place Condominium implemented by Costa Construction Services.

During this semester, Romania has represented a very significant value in terms of the Group's turnover as a result of the development of the construction of works gained in previous years, of which the Infrastructures Construction work of the Network of Sewers and Potable Water Supply to Galati is of particular importance.

The African markets of Mozambique and Guinea Bissau have also significantly increased their volume as a result of the conclusion of important works, such as the bridges over the River Zambezi and River Cacheu, respectively. The relative importance of São Tomé e Príncipe has decreased as expected, in view of the conclusion of the main works in 2008.

					Values in thousand euros
Market	1st S 2009	%	1st S 2008	%	Var. 09/08
Portugal	219.440	46,2%	199.968	52,0%	9,7%
Angola	163.547	34,4%	140.860	36,6%	16,1%
Mozambique	12.551	2,6%	5.287	1,4%	137,4%
S. Tomé e Príncipe	1.104	0,2%	7.651	2,0%	-85,6%
U.S.A.	36.411	7,7%	17.579	4,6%	107,1%
Romania	23.664	5,0%			-
Guinea Bissau	10.741	2,3%	5.268	1,4%	103,9%
Other	7.379	1,6%	8.206	2,1%	-10,1%
Total	474.837	100%	384.816	100%	23,4%

Distribution of the Turnover by Geographical Market

Turnover 1st S 2009 Geographical Market

The distribution of turnover by segments of business areas was as follows:

Distribution of the Consolidated Turnover by business area

Business Areas	1 H 2009	%	1 H 2008	%	Variation
Group + Shared Services	64	0,0%	22	0,0%	189,3%
Construction	435.531	91,7%	318.164	82,7%	36,9%
Industry	12.979	2,7%	43.614	11,3%	-70,2%
Real Estate	361	0,1%	1.391	0,4%	-74,1%
Concessions	25.902	5,5%	21.626	5,6%	19,8%
TOTAL	474.837	100,0%	384.816	100,0%	23,4%

Values in thousand euros

It is important to note the direct non-comparability of the values relative to the Areas of Industry and Construction, as a result of the transfer of Clear from the former to the latter segment in the 2nd Semester of 2008. In 2009, this company contributed 14.0 million to the Construction Business Activity (in comparison to the value of 20.5 million to the Industry Business Activity in 2008).

The table also shows the growth of turnover from the Concessions to 25.9 million euros (+19.8%) and minor importance of the real estate sector in view of the stage of development of its projects.

IV. 1.2 Profitability

The following table summarises the income statement by nature for the last three years, whenever reported, naturally at the end of the 1st semester of each year. This greater time range allows drawing more solid conclusions on the evolution and path of the Group's profitability.

Consolidate Income Statement for 1st H 2007 – 1st H 2009

					Values in thousand euros; structure as a % of Operating Income
Heading	1st SEM. 2009	% OI	1st SEM. 2008	% OI	1st SEM. 2007	Variation 2009-2008
Turnover	474.837	95,6%	384.816	97,8%	276.868	23,39%
Variation of Production	-2.481	-0,5%	4.095	1,0%	1.248
Other operating gains	24.545	4,9%	4.678	1,2%	5.014
Operating Income (OI)	496.902	100,0%	393.590	100,0%	283.130	26,25%
Cost of Goods Sold & Cons.	102.948	20,7%	88.167	22,5%	72.866	16,77%
Supplies & External Services	262.463	52,8%	196.659	49,7%	128.562	33,46%
Staff Costs	73.850	14,9%	64.543	16,5%	52.423	14,42%
Depreciations & Impairment losses	18.271	3,7%	15.386	3,9%	5.604	18,75%
Provisions and adjustments	989	0,2%	906	0,2%	416	9,21%
Other Operating Losses	11.837	2,4%	5.044	1,3%	11.324	134,69%
Operating Result (EBIT)	26.542	5,3%	22.884	5,8%	11.935	15,99%
Financial Result	-18.995	-3,8%	-17.355	-4,4%	-2.655	9,45%
Profit Before Tax	7.548	1,5%	5.529	1,4%	9.280	36,52%
Income taxes	-2.590	-0,5%	-941	-0,2%	-307
Net Profit for the Year	4.958	1,0%	4.588	1,2%	8.974	8,05%
Net Profit Attrib. to the Group	4.724	1,0%	4.561	1,2%	8.697	3,56%

The Group's growth is evident in the evolution of all the operating profitability indicators: Turnover, Operating Results (EBIT), Operating Cash Flow (EBITDA) ⁴ . This EBITDA indicator reached the value of 43.235 million euros at the end of the semester, in comparison to the value of 38.907 in the 1st Semester of 2008 (and 16.313 million at the end of the 1st S 2007), following a growing upward trend.

The absolute value of the financial results (see breakdown in the AP&EN 24) deteriorated in comparison to that of the previous year, falling from -17.355 to -18.995 million euros, with the concessions area (- 12,973 million euros) having the greatest weight in this last value, representing 68.3% of the total (due the – 6,794 millions and 39,1% in the previous year). However, relating the financial results to the operating income (increase from -4.4% to -3.8%) or to the actual operating result (from 75.8% in the 1st S 2008 to 71.6% in the 1st S 2009) the evolution has been favourable to the Group's interests.

The following table presents the contribution of the different Business Areas to the formation of the successive levels of results (operating, financial and net).

			Values in thousand euros
Business Areas	Operating Result	Financial Results	Net Profit
Grupo SGPS, SA + Shared Services	-1.722	-2.523	-3.213
CONSTRUCTION	21.805	-3.254	14.462
CONCESSIONS	7.763	-12.973	-5.086
REAL ESTATE	-239	-890	-909
INDUSTRY	-1.065	645	-531
TOTAL	26.542	-18.995	4.724

Consolidated Operating, Financial and Net Results by business area

It is important to note the decisive contribution of the Construction Business Area in the formation of the positive result achieved, while the Concessions Area is penalised by the expenditure related to various tenders (approximately 2.3 million euros) in which the Group is involved (high speed, motorway and other major projects) and which are expected to yield future returns.

IV. 1.3 Evolution of the Consolidated Assets

The total consolidated assets of Grupo Soares da Costa on 30 June 2009 exceeds the figure of 1.5 thousand million euros which constitutes its maximum historic value.

⁴ Operating results + Depreciations and impairment losses + Provisions and adjustments

The process of inorganic growth started at the end of 2007 and which was especially developed in 2008 is succeeded in the present year, the first semester of which is now closed, by a direction aimed at organic aspects, aimed not only at the internal consolidation of Grupo Soares da Costa of the recent acquisitions but also particular concern for the solidification of profitability margins.

In this case, of particular impact is the increase in customer balances (accounts receivable) which have risen from 332.6 to 419.1 million euros, corresponding to the variation of the same magnitude of the participated company Sociedade de Construções Soares da Costa, SA and where some deterioration in the periods of payment of some customers in the Angolan market has an considerable importance.

Regarding the non-current assets, the significant aspect is the increase which has occurred in the tangible fixed assets which have increased from an overall value of 533.6 million to 551.9 (+18.3 million euros), which is essentially explained by the fixed assets under construction which increased during the semester from 19.9 million to stand at 29.1 million euros as at 30.06.2009. This increase results from the investment made (start of the construction) in the Transmontana Motorway Sub-concession and to a greater extent in the investments made in the construction yards and buildings in Angola, namely in the construction of the new building of Sociedade de Construções Soares da Costa, SA. in Luanda.

IV. 1.4 Evolution of Equity

During the semester there were no market operations altering the share capital, therefore, it remains with the same value of 160 million euros (see AP&EN 16).

Without prejudice to the importance of the users of the information consulting the specific accounting item related to this subject – Statement of Alterations in Equity – we consider it relevant to refer to the following:

• (i) As noted in other parts of this interim Management Report, during the 1st Semester the Group proceeded with the distribution of dividends, remunerating not only the preferred shares but also the ordinary shares. This fact has implied a reduction in consolidated equity of 8.1 million euros;
• (ii) The alterations which have occurred in the fair value of the interest rate hedging financial instruments contracted by several participated companies of the concessions area, have led to a negative effect of 6.2 million euros in equity during the semester.
• (iii) During the semester the parent company, Grupo Soares da Costa, S.G.P.S., S.A., disposed of 1,107,092 treasury shares (of the 1,594,738 it held at the beginning of the period), at the average price of 1.1818 €, positively influencing the value of equity by 1.3 million euros.

Adding the net income calculated for the semester of positive 4.7 million euros to the factors referred to above, identifies the main components which determined the evolution of equity from 138.8 million euros at the end of 2008 to 129.1 million observed at the end of the 1st half of 2009

V. 1.5 Evolution of the Consolidated Liabilities

As has occurred with the assets and also basically due to the same order of factors, the total liabilities have increased since 31.12.2008, from 1,241.5 million to 1,414.1 million euros.

This increase of approximately 170.6 million euros in Liabilities is broken down into +42,5 million in non-current liabilities and 130.0 million in current liabilities.

The increase in the non-current liabilities is concentrated in the bank loans.

In terms of the current liabilities, the increases in suppliers (+24.9 million) and other current liabilities (+20.4 million) are considered normal accompanying the evolution of the growth in activity. Note should also be made of the advances from customers which varied by +26.1 million euros in the semester and which attenuate the opposite effect referred to above under the analysis of the assets, of increased customer balances.

Net indebtedness (net-debt) stands at the value of 663.2 million euros as at the closing date of the semester, which compares to the value of 606.3 million registered at the end of 2008. The evolution of net-debt and EBITDA since 2007 is as follows:

Heading	2007	1st H 2008	2008	1st H 2009
Net-Debt	313.561	542.447	606.265	663.173
EBITDA	36.159	38.907	86.368	43.235
Net-Debt/EBITDA	8,67	6,97	7,02	7,67

IV. 2 Individual accounts (P.O.C.)

In the context of the activity of an economic group, the individual accounts of the parent company do not perform such an important role as that attributed to the consolidated accounts.

However, since the individual accounts correspond to the statutory accounts of the company, reference should be made to the most important aspects which are evident from reading them.

The individual accounts of Grupo Soares das Costa, SGPS, SA, registered a turnover of 1.4 million euros, at a similar level to the same period of the previous year. This income refers to technical and management services rendered to other companies of the Group, in the context of the accessory object of the holding companies.

Operating results were negative by 1.6 million euros, thus exceeding the value obtained in the 1st Semester of 2008 which stood at -1.9 million.

However, the financial results (see note 45 of the ABFS) were positive, standing at +29.4 million euros in comparison to the 4.5 million of the same period of the previous year. This evolution is explained by the income from capital holdings (dividends) which reached 31.9 million euros in 2009 in relation to 8.75 million in 2008.

This value of 31.9 million euros was derived from the following by participated company (values in million euros):

Industry Sub-holding 14.0 Concessions Sub-holding 11.5 Construction Sub-holding 6.0 Real Estate Sub-holding 0.4

In terms of the Balance sheet, the net value of the Assets increased from 395.1 million at the end of 2008 to 502.5 million at the end of the 1st Semester of 2009, with this variation practically being explained by the variation in the debts of the companies of the Group (+98.1 million) and in the cash and bank deposits repayable on demand (+9.7 million).

This increase on the assets side was compensated in the 2nd part of the balance sheet by the increase in equity (+22.0 million) and more sharply (85.4 million) by the increase in liabilities, where the variation in debts to companies of the Group has become even more significant.

Notwithstanding the changes referred to above, the ratio of financial autonomy remains at a fairly high value (+39.1%).

IV. 3 Commercial activity. Backlog

The Group's commercial performance during the first semester has, nonetheless, been influenced by the circumstances arising from the global economic environment. The generalised reduction of private investment, has been reflected in the decreased number of business opportunities and, consequently, in the deterioration of the price levels practised. To the extent that there are even, and frequently, situations of competition with prices below costs.

In this environment, the Group has maintained its responsible and prudent attitude, enabled by the volume of the portfolio gained over the past few years.

Even so, mention should be made of the award of some important contract works in the semester, namely,

• Excavation, Contention and Structures of the IKEA Shop of Loures;

• Accesses to the IKEA Shop of Loures;

• Rehabilitation of Monserrate Secondary School, Taipas Secondary School and Carlos Amarante Secondary School, all for Parque Escolar (School Infrastructures);

• Luanda Sul Residential Zone, for Costa Sul (Angola);
• Urban Requalification and Reorganisation of the Marginal da Baía Zone of Luanda (Angola in consortium);
• New Building of the Administrative Court of Maputo (Mozambique);
• Construction of the New Premises of INNOQ (Mozambique);
• Rosamar Building Sonae;
• Lisbon Logistics Platform Abertis;
• Air Conditioning and Hydraulics Works at Luanda Medical Centre (Angola);
• State Road 50 Florida Department of Transportation (Florida USA)
• US301 SARASOTA Florida Department of Transportation (Florida USA)
• Station Pompage et Filtration de L'eu de Rerodissement ORASCOM (Algeria);
• Implementation of Travaux de Modernisation de la Ligne Thnia /Tizi Ouzou et Son Electrification Jusqu'a oued aissi (50+14 KM) – ANESRIF (Algeria);
• Northern Line: Sub-Stretch 1.3 Setil / Entrocamento Rehabilitation of the "Via" between Km's 70,450 and 105,100 – Refer.

Soares da Costa also continues to be present in the advanced phases of negotiation of the main national tenders under a public-private partnership regime. Included in this case is the Poceirão-Caia stretch of the high-speed rail network, the road concession of Pinhal Interior and Todos-os-Santos Hospital, in Lisbon.

In international terms, it is important to mention that the Group in which the Group is included has now passed onto the final phase of negotiation, between two competitive bidders (BAFO), of the tender for the construction and operation, under a concession regime, of the Light Rail Transit Underground of Dublin (Northern Metro).

In the context of the search for implantation in new markets with potential for interesting development, note should also be made of the establishment of a cooperation agreement with the Indi Group, of Mexico, for participation in tenders included in the economic revival programme of this country, as well as the constitution of a company under local law in the United Arab Emirates (Abu Dhabi).

By the start of the second semester and symbolising the start-up of the expansion of the Group's intervention area into the markets of the United States of America to States beyond Florida, the subsidiary Prince, of the Construction area, was awarded a contract for the construction of a stretch of approximately 12 Km, of the "Fall Line Freeway" Motorway, in the neighbouring State of Georgia, in the value of 29.9 million U.S dollars.

By the end of the 1st semester of 2009, the portfolio stood at 1.862 million euros, similar to the levels at the end of 2008 (1.878) and 29.1% higher than the value registered at the end of the same period of the previous year.

Below is a graphic illustration of the evolution over the last few years of the Group's portfolio of orders.

Backlog (million euros)

V. MAIN RISKS AND UNCERTAINTIES. FORECAST EVOLUTION OF ACTIVITY UP TO THE END OF THE YEAR

Grupo Soares da Costa, as the components of this Six-monthly Information indicate, exercises its activity in various business segments and in several geographical areas. In this context, the Group is naturally exposed to a variety of risks which may be classified as:

Business Process Risks, namely:

Operating risks (which may affect the effectiveness and efficiency of the group's operative processes and services rendered, customer satisfaction and the reputation of the companies);

Integrity risks (those related to internal and external frauds to which the companies of the Group may be subject);

Directorship and human resources risks (risks linked, amongst others, to the management, directorship, leadership, limits of authority, etc.);

Financial risks (exchange rate risks, interest rate risks, liquidity risks and credit risk);

Information risks - Operative, financial and strategic evaluation information;

Circumstantial Risks – Competition, political, economic and social circumstances, regulation and changes in the sector.

Through its internal organisation, the different areas of human resources management (Business Development, Finance Department, Control of Management, Human Resources, Legal Services, etc…) are orientated in terms of identifying and evaluating the risks implied by their decisions, in the respective areas of intervention and competence, and attempting to minimise them.

However, in a microeconomic climate of some adversity and greater uncertainty (see Chapter 3 above) the risks, especially those of financial nature, increase. The Group' s attitude in this context is conservative and prudent, seeking non-high exposure to these types of risks which are always associated to the normal and current exercise of the activity and never taking on positions in financial instruments of a speculative character.

The major lines of policy action of the Group relative to risk in particular are as follows:

a) The company and main subsidiaries of the Group are generally the principal sources of remunerated outside financing in a manner indexed to the market rates, which is thus exposed to the risk inherent to the respective fluctuations, with their being a positive correlation between the interest rates and financing costs, that is, an increase of the interest rate, ceteris paribus, will correspond to a higher financing cost.

b) Especially with respect to the financing of specific operations of high values, namely those related to Concessions projects, the Group's Administration is considering the opportunity of carrying out interest rate hedging operations (swaps), in accordance with the following policies:

The objective of the contracting of these instruments is always hedging against risk and not speculation;

The efficiency of the hedge is achieved through ensuring that the dates of the flows of the interest paid for the financing object of the hedge coincides with the settlement dates under the hedging instrument and by adopting the same indexer for the financing object of the hedge and for the hedging instrument.

In accordance with the above, derivative financial instruments for hedging against the interest rate (SWAP) were contracted by several participated companies of the Concessions area.

• c) The exchange rate risk mainly arises from the international presence of the Soares da Costa Group. The exercise of activity by some of the Group's companies in external markets, namely Angola, other Portuguese-speaking countries and the United States of America (Florida) exposes the Group to the effects derived from alterations in the parity of foreign currencies in relation to the euro. In the Angolan market, a significant part of the contracts generating income is established in currencies other than the euro (essentially dollars of the United States of America). The degree of exposure is dependent on the extent to which the inputs required for the implementation of these contracts are from sources outside of the country and result in liabilities contracted in a currency different from that of the revenue. In this market, in principle, an overvaluation of the euro relative to the dollar will negatively affect the results of the company. In the United States of America, in view of the enormous autonomy of the market in relation to the factors of production required for the implementation of the contracts, the situation is different from the previous one and the exchange rate risk is essentially inherent to the process of the conversion of the financial statements of the American subsidiaries into the Group's reporting currency.
• d) Regarding credit risk the risk associated to the accounts receivable arising from the normal development of the Group's activity - the administration of the company considers that there is not a very high concentration of credit, namely with respect to private entities, and that therefore there will not be any substantial impacts on future results due to events associated to this type of risk.

However, reference should be made of the situation relative to the recent evolution of foreign currency reserves in Angola which led to the adoption of restrictive administrative measures related to the exit of foreign currency. Although we consider that this situation does not yet represent an increase credit risk, it has affected the rhythm of collections which has begun to justify more strict and careful monitoring on the part of the Administration.

The credit risk situations calculated at the date of each balance sheet are identified by the competent areas and according to the seniority of the credit, risk profile of the customer, experience gained and any other circumstances applicable to the specific case, and the recording of impairments are reviewed in the accounts receivable.

It is recognised that an abnormal evolution in the interest rates which excessively increases the net financing cost and/or an abrupt evolution in the interest rates, affecting the operations in the main international markets where the Group operates, may affect the expected profitability of the activity of the Group.

On the other hand, readers of financial information, namely outlooks and forecasts, should be aware of the risks and uncertainties which an increasingly more encompassing globalisation of economic activity implies.

In view of the above and not excluding any possible effects of factors beyond the control of the company, namely the abovementioned significant variations in interest rates, exchange rates, or the occurrence of exceptional factors, there are indications that by the end of the year the Group may achieve the targets announced in the 2008 Management Report, in other words, a turnover of 880 million euros and EBITDA of 90 million.

VI. SOARES DA COSTA SHARES AND THE CAPITAL MARKET

VI.1. Representation of the Capital

The company's capital in the value of 160 million euros is represented by 160,000,000 book-entry shares of unitary nominal value of 1 €, with 133,000,000 being ordinary and 27,000,000 being preferred without voting rights.

However, the General Meetings held on 27 April 2009 deliberated the conversion of the preferred shares without voting rights representative of the Company's share capital into ordinary shares, with the same nominal value, to be carried out through request addressed to the company by the interested shareholder, holder of that category of shares. For further information on this issue, see the Notification – Communicated on 19 May 2009 on the company's institutional website and on that of the CMVM.

On 01 January 2009, the company Grupo Soares da Costa, S.G.P.S., S.A. held 1,594,738 ordinary treasury shares of the unitary nominal value of 1 €, acquired at the average price of 0.8194€. The acquisition operations of these actions took place during the 2nd Semester of 2008, at a time of some disturbance in the functioning of the financial markets.

Having observed some recovery and settlement in the functioning of the stock markets during this past semester of 2009, the company disposed of 1,107,092 treasury shares, and did not carry out any additional purchase operations, hence on the closing date of the semester, the number of treasury shares held by the company is 487,646.

VI. 2. Summary of the communications to the market during the semester

During the first semester of 2009, the company Grupo Soares da Costa, SGPS, SA, published or made available to the public, as an issuer of listed securities, the following information:

1- Communications and Information made available to the public through the websites of the CMVM, NYSE Euronext and Grupo Soares da Costa SGPS, S.A.

Date	Description
30-06-2009	Grupo Soares da Costa, SGPS, SA informs on the Selection for the Final Phase of the Northern Metro in Dublin
27-04-2009	Grupo Soares da Costa, SGPS, SA, informs on the deliberations of the General Meetings
27-03-2009	Grupo Soares da Costa, SGPS, SA publishes a document disclosing the Results, which will be delivered to the Media

a) Privileged Information

27-03-2009	Grupo Soares da Costa, SGPS, SA, informs on the Presentation of the Results for 2008

b) Presentation of Accounts (annual, six-monthly and quarterly)

Date	Description
25-05-2009	Grupo Soares da Costa, SGPS, SA, informs on the accounts relative to the First quarter of 2009
06-04-2009	Grupo Soares da Costa, SGPS, SA, informs on the Financial Year of 2008 – Report and Consolidated and Individual Accounts for assessment at the General Meeting of 27 April.

c) Members of Corporate Boards

Date	Description
16-02-2009	Grupo Soares da Costa, SGPS, SA, informs on the Alteration of Representatives for Market Relations

d) Invitations to General Meetings

Date	Description
26-03-2009	Grupo Soares da Costa, SGPS, SA, informs on the Invitation to the General Meeting Annual
26-03-2009	Grupo Soares da Costa, SGPS, SA, informs on the Invitation to the Special General Meeting

e) Qualified Holdings

Date	Description
25-05-2009	Grupo Soares da Costa, SGPS, SA, informs on the reduction of the Qualified Holding of Millennium bcp – Gestão de Fundos de Investimento, SA
05-05-2009	Grupo Soares da Costa, SGPS, SA, informs on the reduction of the Qualified Holding of Millennium bcp – Gestão de Fundos de Investimento, SA

f) Annual Summary of the Information Disclosed

Date	Description
12-03-2009	Grupo Soares da Costa, SGPS, SA, informs on the Annual summary of the information disclosed in 2008

g) Other Communications

Date	Description
15-06-2009	Grupo Soares da Costa, SGPS, SA, informs on the transactions of holdings of a Member of the Governing Bodies – Dr. António Castro Henriques
04-06-2009	Grupo Soares da Costa, SGPS, SA informs on the payment of interest of the 3rd Coupon of the Bonds of Soares da Costa 2007/2017
19-05-2009	Grupo Soares da Costa, SGPS, SA, informs on the conversion of preferred shares without voting rights into Ordinary shares
08-05-2009	Grupo Soares da Costa, SGPS, SA informs on the payment of dividends of the Ordinary Shares
08-05-2009	Grupo Soares da Costa, SGPS, SA informs on the payment of dividends of the Preferred Shares Without Voting Rights
04-05-2009	Grupo Soares da Costa, SGPS, SA informs on the payment of interest of the 3rd Coupon of the Bonds of Grupo Soares da Costa 2007/2015

2- Communications and Information made available to the public through the Justice Portal

Date	Description
26-03-2009	Grupo Soares da Costa, SGPS, SA, informs on the Invitation to the Annual General Meeting
26-03-2009	Grupo Soares da Costa, SGPS, SA, informs on the Invitation to the Special General Meeting

3- Communications and Information made available to the public through the Euronext Stock Market Price Bulletin

Date	Description
04-06-2009	Grupo Soares da Costa, SGPS, SA informs on the payment of interest of the 3rd Coupon of the Bonds of Soares da Costa 2007/2017
19-05-2009	Grupo Soares da Costa, SGPS, SA, informs on the conversion of preferred shares without voting rights into Ordinary shares
08-05-2009	Grupo Soares da Costa, SGPS, SA informs on the payment of dividends of the Ordinary Shares
08-05-2009	Grupo Soares da Costa, SGPS, SA informs on the payment of dividends of the Preferred Shares Without Voting Rights
04-05-2009	Grupo Soares da Costa, SGPS, SA informs on the payment of interest of the 3rd Coupon of the Bonds of Grupo Soares da Costa 2007/2015
26-03-2009	Grupo Soares da Costa, SGPS, SA, informs on the Invitation to the Annual General Meeting
26-03-2009	Grupo Soares da Costa, SGPS, SA, informs on the Invitation to the Special General Meeting

The company has an Investor Office which enables a permanent relation with the investors, clarifying any doubts or providing information considered pertinent, always in strict compliance with the regulations in force.

VI. 3. Stock Market Behaviour

The table below presents some of the general data on the stock market movements and prices of the ordinary shares during the semester which has now ended and of the semester of the same period of the previous year.

Indicator	Unit	1st Sem. 2009	1st Sem. 2008
Number of ordinary share transactions	Unit	107.177.476	50.328.103
Total value of the ordinary share transactions	Thousand Eur	96.559,31	84.118,73
Opening value of the year	Eur /share	0,62	2,08
Closing value of the year	Eur /share	1,07	1,29
Average value ordinary share	Eur /share	0,90	1,671
Maximum value ordinary share	Eur /share	1,25	2,13
Date of the respective session	Mmm /dd	Jun-05	Jan-04
Minimum value ordinary share	Eur /share	0,49	1,29
Date of the respective session	Mmm /dd	Mar-18	Jun-06

The semester which has now ended was characterised by some recovery of the international stock market indices after the sharp fall in the share prices in financial markets during the previous year. The PSI 20 Index stood at 7,110.88 as at 30 June 2009, in comparison to 6,341.34 € as at 31 December 2008, representing an appreciation of 12.1%.

The Soares da Costa security closed the semester at the price of 1.07€, which represents an appreciation of 69.8% in relation to the price of 0.63€ observed at the end of 2008. The graph below illustrates the evolution of the price during the reporting period of this Report in terms of percentage variation relative to the price as at 31.12.2008.

Continuing on the issue of the Soares da Costa securities, in addition to the facts referred to above on the deliberation to convert preferred shares into ordinary shares and on the evolution of the treasury shares held by the company, particular mention should be made of the deliberation of the General Meeting of 27 April 2009 to proceed with the distribution of the gross dividend of 0.031 € which, as communicated on 08 May p.p. was placed at the disposal of the shareholders as of 27 May 2009. The shares then began to be transacted ex-dividend on 22 May 2009.

VII. SUBSEQUENT FACTS

The accounts attached were approved by the Board of Directors for disclosure on 27 August 2009. Subsequently to the closing date of the financial statements there were no significant events which may have affected the information expressed therein.

Porto, 27th August 2009 The Board of Directors

Manuel Roseta Fino (Chairman)

Maria Angelina M. Caetano Ramos José Manuel Baptista Fino

de Andrade Santos

Castro Henriques

António Pereira da Silva Neves	Pedro M. de Almeida Gonçalves	António Manuel S. Barbosa
	(Chairman of the Executive Committee)	da Frada
Pedro Gonçalo de Sotto-Mayor	António Manuel Palma Ramalho	António Manuel Pereira Caldas

Annex to the Management Report

SHAREHELD (AND TRANSACTIONS) BY THE MEMBERS OF THE GOVERNING BODIES AND DIRECTORS DURING THE 1ST HALF OF 2009

- MEMBERS OF THE BOARD OF DIRECTORS

MANUEL ROSETA FINO – Chairman of the Board of Directors of the Company Investifino – Investimentos e Participações SA. As at 01 January 2009, this Company owned 113,302,682 shares corresponding to 70.8142% of the share capital, distributed as follows:

SHARES	QUANTITY	% TOTAL
Ordinary Shares	86.310.037	64,895%
Preferred Shares presently with voting rights	26.992.645	99,973%
Total	113.302.682	70,814%

As at 30 June 2009, holds the same quantity.

MARIA ANGELINA MARTINS CAETANO RAMOS - As at 01 January 2009, owned 9,000 shares and maintains the same quantity.

Director of Caetano SGPS, SA. As at 01 January 2009, owned 17,600,000 shares corresponding to 11.00% of the share capital. As at 30 June 2009, holds the same quantity.

ANTÓNIO PEREIRA DA SILVA NEVES – As at 01 January 2009, owned 13,200 shares and maintains the same quantity as at 30 June 2009.

PEDRO GONÇALO DE SOTTO-MAYOR DE ANDRADE SANTOS – Director of the Company Investifino – Investimentos e Participações SA. As at 01 January 2009, this Company owned 113,302,682 shares corresponding to 70.8142% of the share capital, distributed as follows:

SHARES	QUANTITY	% TOTAL
Ordinary Shares	86.310.037	64,895%
Preferred Shares presently with voting rights	26.992.645	99,973%
Total	113.302.682	70,814%

As at 30 June 2009, holds the same quantity.

ANTÓNIO MANUEL PEREIRA CALDAS CASTRO HENRIQUES – As at 01 January 2009 owned 40,000 shares On 27 March 2009 acquired 20,000 shares as shown below.

DATE	PRICE	QUANTITY
27 March 2009	€ 0,53	20.000

On 29 May and 01 June 2009 sold the 60,000 shares as shown in the table below.

DATE	PRICE	QUANTITY
29 May 2009	€ 0,96	30.000
01 June 2009	€ 0,98	30.000

Hence, as at 30 June 2009 the Member did not possess any securities of this Company.

Deputy Chairman of Investifino – Investimentos e Participações SA. As at 01 January 2009, this Company owned 113,302,682 shares corresponding to 70.8142% of the share capital, distributed as follows:

SHARES	QUANTITY	% TOTAL
Ordinary Shares	86.310.037	64,895%
Preferred Shares presently with voting rights	26.992.645	99,973%
Total	113.302.682	70,814%

As at 30 June 2009, holds the same quantity.

None of the other members of the Administrative and Supervisory Bodies own Company shares.

This information complies with that stipulated in articles 9, sub-paragraph a) and 14, number 7 of Regulation number 5/2008, of the CMVM.

QUALIFYING SHAREHOLDERS (> 2%) AS AT 30/06/2009

Manuel Fino SGPS, S.A.	Num Shares	% of the share capital	% of the voting rights *
Indirectly through Investifino – Investimentos e Participações, SGPS, SA	113.302.682	70,814%	71,031%
Total imputable	113.362.682	70,814%	71,031%

Caetano – SGPS, S.A.	Num Shares	% of the share capital	% of the voting rights *
Directly	17.600.000	11,000%	11,034%
Through the Director of Caetano – SGPS, S.A.	9.000	0,006%	0,006%

Millennium bcp – Gestão de Fundos de Investimento, S.A.	Num Shares	% of the share capital	% of the voting rights *
Through various Investment Funds	5.207.590	3,255%	3,265%
Total imputable	5.207.590	3,255%	3,265%

* This considers the effect of 487,646 treasury shares owned by the company as at 30/06/2009

DECLARATION OF COMPLIANCE

Under the terms of the provisions in sub-paragraph c) of number 1 of Article 246 of the Securities Code, the members of the Board of Directors of Grupo Soares da Costa, S.G.P.S., S.A., state that, as far as is to their knowledge:

a) The six-monthly financial statements were prepared in conformity with the applicable accounting standards, providing a true and appropriate image of the assets and liabilities, financial situation and results of the company and of the companies included in the consolidation perimeter;

b) The interim management report faithfully presents the evolution of the businesses, performance and position of this company and of the companies included in the consolidation perimeter, containing a description of the main risks and uncertainties facing them.

Porto, 27th August 2009
The Directors:
Manuel Roseta Fino _________
Maria Angelina Martins Caetano Ramos __________
José Manuel Baptista Fino __________
Pedro Manuel de Almeida Gonçalves __________
António Pereira da Silva Neves _________
António Manuel Sousa Barbosa da Frada __________
Pedro Gonçalo de Sotto-Mayor de Andrade Santos _________
António Manuel Palma Ramalho __________
António Manuel Pereira Caldas Castro Henriques __________

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

A S S E T S Notes 30-Jun-09 Net Assets NON-CURRENT Intangible fixed assets: Goodwill 8 81.768.523 Intangible assets 8 2.568.989 84.337.512 Fixed tangible assets: 9 and 10 Land and buildings 428.605.990 Basic equipment 66.423.755 Fixed assets under construction 29.084.722 Other fixed tangible assets 27.808.327 551.922.794 Financial investments: Investment properties 11 and 20 7.062.059 Financial investments in equity 11 8.537.777 Loans to associated companies 11 3.524.186 Other financial investments 11 15.440.175 34.564.197
	31-Dez-08
	Net Assets
	87.730.659
	346.717
	88.077.375
	432.911.356
	64.467.618
	9.208.551
	27.034.980
	533.622.505
	5.967.645
	1.005.770
	2.593.659
	12.214.452
	21.781.526
Deferred tax assets 25 14.350.230	13.908.985
Total non-current assets 685.174.733	657.390.390
CURRENT
Inventories 12 and 20 161.631.506	152.431.603
Accounts receivable: 13 and 20
Customers 419.060.645	332.559.575
Income tax for the year 2.480.107	2.997.722
Other accounts receivable 39.803.767	39.537.051
461.344.519	375.094.348
Derivative financial instruments 17 -	749.900
Other current assets 14 139.997.496	127.938.882
Cash and equivalent 15 95.098.169	66.755.099
Total current assets 858.071.690	722.969.831
Total assets 1.543.246.423	1.380.360.221

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

			(Values in units of Euros)
EQUITY AND LIABILITIES	Notes	30-Jun-09	31-Dez-08
EQUITY
Share capital	16	160.000.000	160.000.000
Treasury shares	16	(298.277)	(1.306.746)
Reserves and retained earnings	16	(36.456.810)	(29.045.665)
Net income for the year		4.723.533	8.206.863
Equity attributable to Group		127.968.446	137.854.453
Minority interests		1.162.554	971.761
Total equity		129.131.000	138.826.214
LIABILITIES
NON-CURRENT
Provisions	20	563.601	563.601
Loans:
Debenture loans	17	100.000.000	100.000.000
Bank loans	17	451.996.987	410.188.000
Other loans obtained		-	-
		551.996.987	510.188.000
Accounts payable:
Fixed assets suppliers		8.538.779	9.017.157
Other accounts payable		12.474.571	11.663.076
Deferred tax liabilities	25	26.853.028	26.460.431
Total non-current liabilities		600.426.966	557.892.264
CURRENT
Loans:
Bank loans	17	150.398.269	118.817.800
Other loans obtained		34.441.422	20.625.059
		184.839.691	139.442.859
Accounts payable:
Suppliers		249.481.012	224.629.467
Fixed assets suppliers		9.846.978	8.873.628
Advances from customers		137.300.992	111.204.051
Income tax for the year		2.306.369	2.490.545
Other accounts payable	18	45.203.459	39.029.031
		444.138.810	386.226.722
Derivative financial instruments	17	20.789.296	14.435.890
Other current liabilities	19	163.920.660	143.536.273
Total current liabilities		813.688.457	683.641.744
Total liabilities		1.414.115.423	1.241.534.008
Total equity and liabilities		1.543.246.423	1.380.360.221

CONSOLIDATED INCOME STATEMENT FOR THE PERIODS ENDED ON 30 JUNE 2009 AND 2008

			(Values in units of Euros)
INCOME STATEMENT	Notes	30-Jun-09	30-Jun-08
Sales and services rendered		474.836.966	384.816.400
Variation in production		(2.480.567)	4.095.075
Other operating gains	22	24.545.226	4.678.130
Operating turnover		496.901.625	393.589.605
Cost of goods sold and materials consumed		(102.948.333)	(88.167.043)
External supplies and services		(262.463.083)	(196.659.444)
Staff costs		(73.850.385)	(64.543.341)
Depreciations and impairment losses		(18.270.888)	(15.386.334)
Provisions and adjustments		(989.321)	(905.874)
Other operating losses	22	(11.837.147)	(5.043.727)
Operating costs		(470.359.157)	(370.705.763)
Operational result of ongoing activities		26.542.468	22.883.842
Net financing costs		(14.462.994)	(13.913.768)
Gains and losses in associated companies		1.430.907	(219.943)
Other financial gains and losses		(5.962.458)	(3.221.006)
Financial result	24	(18.994.545)	(17.354.717)
Profit before taxation		7.547.923	5.529.124
Income taxes	25	(2.590.419)	(940.708)
Consolidated result for the year		4.957.504	4.588.416
Attributable to the Group		4.723.533	4.561.122
Attributable to minority interests		233.971	27.294
Earnings per share of ongoing activities:	26
Basic		0,031	0,029
Diluted		0,031	0,029
Earnings per share:	26
Basic		0,031	0,029
Diluted		0,031	0,029

CONSOLIDATED INCOME STATEMENT FOR THE QUARTERS OF 01 APRIL TO 30 JUNE 2009 AND 2008

	(Values in units of Euros)
INCOME STATEMENT	2nd Quarter	2nd Quarter
	2009	2008
Sales and services rendered	248.048.770	210.593.285
Variation in production	8.571.545	(1.953.768)
Other operating gains	11.746.409	3.590.011
Operating turnover	268.366.724	212.229.528
Cost of goods sold and materials consumed	(48.683.945)	(54.354.657)
External supplies and services	(153.975.677)	(92.742.879)
Staff costs	(38.023.735)	(34.233.111)
Depreciations and impairment losses	(9.223.513)	(11.715.144)
Provisions and adjustments	(786.143)	(406.343)
Other operating losses	(7.437.017)	(2.826.401)
Operating costs	(258.130.030)	(196.278.535)
Operational result of ongoing activities	10.236.694	15.950.993
Net financing costs	(4.846.649)	(8.595.904)
Gains and losses in associated companies	1.843.131	587.593
Other financial gains and losses	(1.982.877)	(3.545.878)
Financial result	(4.986.395)	(11.554.189)
Profit before taxation	5.250.299	4.396.804
Income taxes	(2.212.523)	(1.574.195)
Consolidated result for the year	3.037.776	2.822.609
Attributable to the Group	2.899.867	2.825.655
Attributable to minority interests	137.908	(3.046)
Earnings per share	0,020	0,019

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE PERIODS ENDED ON 30 JUNE 2009 AND 2008

	(Values in units of Euros)
	30-Jun-09	30-Jun-08
Net profit for the period	4.957.504	4.588.416
Other comprehensive income
Currency conversion differences arising from the transposition of the financial statements expressed in foreign currency	(1.595.786)	(902.217)
Variation, net of taxes, in the fair value of derivative financial instruments	(6.197.905)	-
Other variations	45	281.187
Total Comprehensive Income	(2.836.142)	3.967.387
Attributable: to minority interests to the Group	190.793 -3.026.936	23.704 3.943.683

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS FOR THE SEMESTERS ENDED ON 30 JUNE 2009 AND 2008

									(Values in units of Euros)
Heading	Share capital	Treasury shares	Reserves and retained earnings	Currency conversion reserve	Hedging derivatives	Other	Equity attributable to the shareholders of the parent company	Minority interests	Total equity
Balance on 01/Jan/2009	160.000.000	(1.306.746)	(21.517.055)	678.254	-	-	137.854.453		971.761 138.826.213
Dividends	-	-	(8.123.563)	-	-	-	(8.123.563)	-	(8.123.563)
Treasury shares	-	1.008.469	-	-	-	-	1.008.469	-	1.008.469
Other	-	-	256.022	-	-	-	256.022	-	256.022
Total comprehensive income	-	-	4.723.533	(1.552.608)	(6.197.905)	45	(3.026.935)	190.793	(2.836.142)
Balance on 31/Jun/2009	160.000.000	(298.277)	(24.661.063)	(874.354)	(6.197.905)	-	127.968.446		1.162.554 129.131.000

Heading	Share capital	Treasury shares	Reserves and retained earnings	Currency conversion reserve	Hedging derivatives	Other	Equity attributable to the shareholders of the parent company	Minority interests	Total equity
Balance on 01/Jan/2008	160.000.000	-	(24.831.744)	185.615	-	-	135.353.871		889.668 136.243.539
Dividends	-	-	-	-	-	-	-	-	-
Treasury shares	-	-	-	-	-	-	-	-	-
Other	-	-	(142.640)	-	-	-	(142.640)	-	(142.640)
Total comprehensive income	-	-	4.561.122	(898.626)	-	281.187	3.943.683	23.704	3.967.387
Balance on 30/Jun/2008	160.000.000	-	(20.413.262)	(713.011)	-	-	139.154.914		913.372 140.068.286

CONSOLIDATED STATEMENTS OF CASHFLOW FOR THE PERIODS ENDED ON 30 JUNE 2009 AND 2008 AND QUARTER OF 01 APRIL TO 30 JUNE 2009

						(Values in units of Euros)
		30-Jun-09	30-Jun-08		2nd Quarter 2009
Operating activities:
Receipts from customers	395.237.098		329.920.945		191.351.793
Payments to suppliers	(332.976.967)		(282.870.432)		(158.065.464)
Staff payments	(62.395.160)		(55.406.805)		(31.611.164)
	(135.029)		(8.356.292)		1.675.165
Payment of /receipt from income tax	(1.616.623)		(1.791.436)		(1.424.974)
Other receipts/payments relative to operating activities	(14.916.475)		(2.536.287)		(4.981.837)
	(16.533.098)		(4.327.723)		(6.406.811)
Cashflow from operating activities		(16.668.127)		(12.684.015)		(4.731.646)
Investment activities:
Receipts from:
Financial investments	714.250		71.537.039		-
Fixed tangible assets	209.321		90.495		73.370
Interest and similar revenue	289.327		713.976		99.564
Dividends	50.951	1.263.849	37.500	72.379.010	50.951	223.885
Payments relative to:
Financial investments	5.801.233		83.890.030		3.531.038
Fixed tangible assets	7.549.145		8.048.081		4.193.524
Intangible assets	1.335.813	14.686.190	-	91.938.111	-	7.724.562
Cashflow from investment activities		(13.422.341)		(19.559.101)		(7.500.677)
Financing activities:
Receipts from:
Loans obtained	349.183.838		222.703.368		189.638.271
Capital increases, supplementary instalments and issue premiums	1.139.743		15.651		973.743
Sale of treasury shares (quotas)	1.245.607		-		1.245.607
Interest obtained	124.391	351.693.578	156.305	222.875.324	77.227	191.934.848
Payments relative to:
Loans obtained	251.664.906		134.800.167		148.486.135
Amortization of financial leasing contracts	6.838.294		3.458.854		3.470.455
Interest and similar costs	26.016.358		21.759.226		16.627.550
Dividends	8.854.343		48.348		8.854.343
Acquisition of treasury shares (quotas)	-	293.373.901	-	160.066.595	-	177.438.483
Cashflow from financing activities		58.319.678		62.808.729		14.496.365
Variation in cash and equivalent		28.229.210		30.565.613		2.264.042
Currency conversion differences		113.860		(939.910)		976.818
Effect of the holding alterations		-		26.105.024		-
Cash and equivalent at the beginning of the period Cash and equivalent at the end of the period		66.755.099 95.098.169		32.235.283 87.966.010		- 3.240.860

ACCOUNTING POLICIES AND EXPLANATORY NOTES

AS AT 30.06.09

(ONLY AVAILABLE IN PORTUGUESE VERSION; ENGLISH VERSION TO BE RELEASED SHORTLY)